Carol Roberts
V FAbout Carol L. Roberts
Carol L. Roberts (age 65) has served as an independent director of VF Corporation since 2017. She is the former Senior Vice President and Chief Financial Officer of International Paper (2011–2017), with prior senior leadership roles in industrial packaging and people development over a 40-year career at International Paper, and she is designated an “audit committee financial expert” by VF’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Paper Company | Senior Vice President & CFO | 2011–2017 | Led finance, capital allocation, controls; M&A expertise |
| International Paper Company | Senior Vice President, Industrial Packaging | 2005–2010 | Operations leadership in complex manufacturing/logistics |
| International Paper Company | Various roles including SVP Packaging; VP Industrial Packaging; VP People Development | 1981–2004 | Human capital programs; operations and engineering background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcoa Corporation | Director | 2016–Present | Not disclosed in VF proxy |
| Arconic, Inc. (formerly Alcoa, Inc.) | Director | 2014–2016 | Not disclosed in VF proxy |
Board Governance
- Current VF Board committees and roles: Audit Committee Chair; member, Executive; member, Finance .
- Independence: VF Board determined all Audit, Governance & Corporate Responsibility, and Talent & Compensation Committee members are independent; Audit Committee members meet NYSE/SEC independence standards .
- Attendance: VF directors are expected to attend all Board/committee meetings and the annual meeting; every current director attended at least 75% of meetings in fiscal 2025, and all directors attended the July 2024 annual meeting .
- Audit Committee expertise: Roberts qualifies as an “audit committee financial expert” per SEC regulations .
- Meetings held in fiscal 2025: Board – 9; Audit – 9; Finance – 4 .
- Auditor oversight: As Audit Chair, Roberts co-signed the Audit Committee report; PwC has been auditor since 1995 with five-year partner rotation; policy prohibits non-audit consulting; pre-approval for permissible services required .
| Committee | Role | Meetings (FY2025) | Independence/Notes |
|---|---|---|---|
| Audit | Chair | 9 | All members independent; Roberts designated audit committee financial expert |
| Finance | Member | 4 | Oversees capital structure, liquidity, hedging, capex, M&A financials |
| Executive | Member | Not disclosed | Board-level executive matters |
Fixed Compensation
- Program structure (non-employee directors, FY2025): Annual cash retainer $100,000; Annual equity retainer approximately $180,000 split between options and DSUs; Audit Committee Chair fee $35,000; Finance/Governance Chair fee $25,000; Chair of the Board fee $200,000; stock ownership guideline = 5x annual retainer .
- Director deferrals: Cash and DSUs may be deferred (DSP and 1996 Plan); several directors elected deferrals in 2024/2025 .
| Component | Amount/Terms |
|---|---|
| Annual Retainer (cash) | $100,000 |
| Audit Chair Fee | $35,000 |
| Annual Equity Retainer (options + DSUs) | ~$180,000; actual FY2025 director grants sized ~$210,586 (May 28, 2024 cycle) |
| Stock Ownership Guideline | 5x annual retainer; Roberts meets guideline (exceptions noted for other directors) |
| FY2025 Independent Director Compensation (Roberts) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $112,500 |
| DSU Awards (grant-date fair value) | $118,576 |
| Option Awards (grant-date fair value) | $92,010 |
| All Other Compensation | $0 |
| Total | $323,086 |
Performance Compensation
- No performance-conditioned director awards disclosed; DSUs for directors are vested and non-forfeitable at grant; options vest/time-based exercisability after one year .
| Equity Instrument | Grant Date | Quantity | Exercise Price | Grant-Date Fair Value | Vesting/Exercisability | Term/Settlement |
|---|---|---|---|---|---|---|
| DSUs (Roberts) | May 28, 2024 | 7,288 | N/A | $16.27 per DSU (valued at July 23, 2024 contingent approval) | Vested/non-forfeitable at grant; dividend equivalents | Settled in shares 1 year post-grant unless deferred |
| Stock Options (Roberts) | May 28, 2024 | 18,256 | $12.35 | $5.04 per option | Become exercisable 1 year after grant | 10-year term; post-separation exercisable 36 months (not beyond expiry) |
- Deferral elections: Roberts elected to defer DSUs granted in calendar year 2024 .
Other Directorships & Interlocks
| Company | Relationship to VF | Notes |
|---|---|---|
| Alcoa Corporation | External board seat | Active since 2016; no VF-related party transaction disclosed |
| Arconic, Inc. | Former external board seat | 2014–2016; no VF-related party transaction disclosed |
- Related party transactions: VF disclosed no transactions >$120,000 involving directors or immediate family since the beginning of last fiscal year; PNC Bank’s role as co-trustee and lender was ordinary course and not unfavorable; director transactions >$120,000 must be pre-reviewed by Audit Committee .
- Hedging/pledging: Prohibited for all directors and executive officers .
- Audit committee service limits: VF policy restricts serving on >2 other public company audit committees without Board determination and disclosure .
Expertise & Qualifications
- Finance and M&A leadership from CFO tenure, with expertise in controls, capital allocation, investment oversight, cost management, and strategic planning .
- Engineering/operations experience leading large, complex manufacturing/logistics organizations .
- Human capital management experience from Vice President of People Development .
- Audit committee financial expert designation by VF’s Board .
Equity Ownership
As of May 27, 2025:
| Ownership Detail | Amount |
|---|---|
| Total Shares Beneficially Owned | 101,555 |
| Includes: Spouse indirect ownership | 7,109 |
| Phantom shares (DSP) | 3,106 |
| Options exercisable within 60 days | 69,643 |
| % of shares outstanding | Each named person ≤1%; group 1.1% |
- DSUs outstanding at FY2025 for non-employee directors (excluding exceptions) were 7,288 and are vested/non-forfeitable; settlement one year post grant unless deferred .
- Stock ownership guidelines: Roberts meets guideline (exceptions noted for other directors only) .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with formal “financial expert” designation; robust oversight of auditor independence and internal controls; strong finance/operations background supportive of risk oversight .
- Engagement: VF reports all directors attended ≥75% of meetings in FY2025 and the 2024 annual meeting; Board held 9 meetings; Audit 9; Finance 4, indicating active committee cadence .
- Alignment: Material personal ownership (101,555 shares) plus exercisable options (69,643) and DSU deferral election; meets 5x retainer ownership guideline; hedging/pledging prohibited, enhancing alignment .
- Conflicts/Red Flags: No related-party transactions involving Roberts disclosed; VF has formal pre-approval processes and conflict controls; no pledging and hedging allowed; no director-specific tax gross-ups disclosed for directors .
- Notable changes: Roberts chaired Finance Committee in FY2024, transitioning to Audit Chair in FY2025—consistent with finance expertise and board refresh aiming at effective oversight .
Overall signal: Strong governance profile as Audit Chair with deep CFO experience, compliant ownership and no disclosed conflicts—supportive of investor confidence in financial reporting and risk oversight .