Clarence Otis Jr.
V FAbout Clarence Otis Jr.
Clarence Otis Jr. is an independent director of VF Corporation, age 69, serving on the Board since 2004. He is the former Chairman and Chief Executive Officer of Darden Restaurants (CEO 2004–2014), and has been recognized by NACD as among the most influential directors; he is designated by VF’s Board as an “audit committee financial expert.” His current VF committee assignments include Audit and Finance, with prior service as Chair of VF’s Audit Committee and Chair of the Governance & Corporate Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | Senior Vice President & CFO | 1999–2002 | Financial leadership at a public, multi-brand consumer company |
| Darden Restaurants, Inc. | EVP & CFO; President, Smokey Bones | 2002–2004 | Led division operations; progressed to top finance role |
| Darden Restaurants, Inc. | Chairman of the Board; Chief Executive Officer | 2004–2014 (retired) | Public company CEO and Board chair; strategic planning and governance depth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications, Inc. | Director; Lead Independent Director | 2006–Present; Lead ID since 2019 | Risk oversight and cybersecurity experience via telecom board service |
| The Travelers Companies, Inc. | Director | 2017–Present | Insurance industry and risk management perspective |
| Darden Restaurants, Inc. | Director; Chair of the Board | 2004–2014 | Former public company board leadership |
Board Governance
- Committee assignments: Audit (Member); Finance (Member); Executive Committee noted in director biography; not currently a committee chair .
- Independence: Board determined Otis is independent under NYSE standards and VF’s Corporate Governance Principles, considering his co-trustee role under Barbey Family Trusts (no individual control, not deemed separate beneficial ownership) .
- Attendance: Directors are expected to attend all Board/committee meetings; every current director attended at least 75% in fiscal 2025; Board held 9 meetings .
- Committee meeting cadence (Fiscal 2025): Audit – 9; Talent & Compensation – 5; Governance & Corporate Responsibility – 7; Finance – 4 .
- Audit committee financial expert: Otis qualifies as an “audit committee financial expert” under SEC rules .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director Cash Retainer ($) | $100,000 | $100,000 |
| Chair Fees Received ($) | N/A (not a chair in FY24) | N/A (not a chair in FY25) |
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock Ownership Guideline | 5x annual retainer; Otis meets guidelines | 5x annual retainer; Otis meets guidelines |
Notes: VF prohibits pension, medical or life insurance benefits to non-employee directors; directors may elect to defer cash retainers/fees into VF stock equivalent units under the Deferred Savings Plan .
Performance Compensation
| Equity Element | FY 2024 | FY 2025 |
|---|---|---|
| Annual Equity Retainer Target ($) | ~$180,000 (RSUs + options) | ~$180,000 (DSUs + options); actual grant value ~$210,586 for standard grants |
| RSUs/DSUs Granted (#) | 5,014 RSUs (May 26, 2023) | 7,288 DSUs (May 28, 2024) |
| RSU/DSU Grant-Date Fair Value per Unit ($) | $17.95 per RSU | $16.27 per DSU (grants contingent on July 23, 2024 approval) |
| RSU/DSU Award Value to Otis ($) | $90,001 | $118,576 |
| Options Granted (#) | 15,733 (May 26, 2023) | 18,256 (May 28, 2024) |
| Option Exercise Price ($/share) | $17.95 | $12.35 |
| Fair Value per Option ($) | $5.90 | $5.04 |
| Option Vesting/Term | Non-forfeitable; exercisable 1 year after grant; 10-year term | Non-forfeitable; exercisable 1 year after grant; 10-year term |
| Option Awards Value to Otis ($) | $92,825 | $92,010 |
Notes: DSUs/RSUs are vested and non-forfeitable at grant; earn dividend equivalents; settle in VF common stock typically one year after grant unless deferred. Options are non-forfeitable, have 10-year term, become exercisable one year after grant; 36-month post-separation exercise window, not beyond expiration .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Notes |
|---|---|---|
| Verizon Communications, Inc. | Director; Lead Independent Director since 2019 | External board leadership; cybersecurity oversight; no VF independence impairment |
| The Travelers Companies, Inc. | Director | External risk management expertise; no VF independence impairment |
| Barbey Family Trusts (VF shareholder trusts) | Co-trustee with PNC Bank, N.A. and Juliana L. Chugg | 37,616,958 VF shares held by Trusts; trustees not deemed to separately beneficially own Trust shares; Board reviewed and maintained independence determination |
Expertise & Qualifications
- Public company CEO and Chair experience (Darden), with deep strategic planning and succession planning skillset .
- Significant risk oversight and cybersecurity experience via Darden leadership and Verizon board service .
- Audit committee financial expert designation; financial and accounting oversight competence per SEC/NYSE definitions .
- Recognized by NACD in 2019 as among the most influential directors, underscoring governance credibility .
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Total Shares Beneficially Owned | 200,970 | As of May 27, 2025 |
| % of Shares Outstanding | <1% | None of named individuals exceeds 1% |
| Phantom Shares (DSP) | 82,346 | Deferred savings plan stock equivalent units; no voting/dispositive power |
| Options Exercisable (≤60 days) | 75,923 | Exercisable within 60 days of May 27, 2025 |
| DSUs Outstanding (FY25 grants) | 7,288 | Vested at grant; settle in shares after one year unless deferred |
| Shares Pledged as Collateral | None disclosed; hedging/pledging prohibited | Policy bans hedging/pledging for directors/officers |
Governance Assessment
- Board effectiveness: Long-tenured independent director with prior committee chair roles; currently serves on Audit and Finance—positions aligned with his financial expertise and risk oversight credentials .
- Alignment: Meets director stock ownership guidelines (5x annual retainer); meaningful holdings and options indicate skin-in-the-game, with additional deferred phantom shares .
- Independence and potential conflicts: Board evaluated co-trustee role of Barbey Family Trusts (holding ~9.7% via PNC Bank and affiliates) and concluded no material relationship; trustees do not individually control trust decisions or separately beneficially own Trust shares. Nonetheless, this trustee role warrants ongoing monitoring given the Trusts’ significant stake. — RED FLAG watchpoint: Co-trustee status over large shareholder accounts can create perceived influence dynamics even if formal independence is maintained .
- Engagement and attendance: Board/committee meetings active cadence (Board 9, Audit 9, etc. in FY25); all directors met at least the 75% attendance threshold; independent director executive sessions at each scheduled meeting support robust oversight .
- Director pay structure: Mix of cash ($100k) and equity (~$210k target split between DSUs and options) is standard; equity awards are time-based, not performance-based—appropriate for non-employee directors, but provides limited direct pay-for-performance linkage versus executive compensation programs .