Juliana Chugg

About Juliana L. Chugg

Juliana L. Chugg is an independent director of VF Corporation, Chair of the Talent and Compensation Committee, and a member of the Governance and Corporate Responsibility and Executive Committees. She is 57 and has served on VF’s Board since 2009; prior roles include EVP, Chief Brands Officer at Mattel (2015–2018) and senior leadership at General Mills/Pillsbury (1996–2014), bringing deep expertise in brand building, consumer insights, and human capital management .

Past Roles

External Roles

• Network note: VF director Clarence Otis, Jr. is retired former Chairman/CEO of Darden Restaurants; this is a network tie but not an interlock requiring disclosure .

Board Governance

• Committee assignments: Chair, Talent and Compensation; Member, Governance and Corporate Responsibility; Member, Executive Committee .
• Independence: Board determined all members of the Talent and Compensation and Governance and Corporate Responsibility Committees are independent under NYSE standards; as Chair/member, Chugg is treated as independent .
• Meetings: Fiscal 2025 meetings held — Board: 9; Talent & Compensation: 5; Governance & Corporate Responsibility: 7 .
• Attendance: Every current director attended at least 75% of Board and applicable committee meetings in fiscal 2025; all directors serving in July 2024 attended the 2024 Annual Meeting .
• Executive sessions: Independent directors met in executive session four times at regularly scheduled Board meetings in fiscal 2025 .
• Compensation oversight: Committee retained Meridian Compensation Partners as independent consultant; scope includes peer setting, plan design, metrics, risk assessment, and say‑on‑pay feedback incorporation .
• Clawback: Committee oversees VF’s clawback policy adopted Oct 2023 compliant with SEC/NYSE rules; applies to incentive pay for three fiscal years prior to a restatement .

Fixed Compensation

Program structure (all directors):

• Annual cash retainer $100,000; annual equity retainer approximately $180,000 split roughly equally between options and DSUs (actual totals for 2025 director grants ~$210,586 for May cohort) .
• Committee Chair fees: Talent & Compensation/Audit $35,000; Governance/Finance $25,000; Chair of the Board $200,000 .
• Stock ownership guideline: Fair market value equal to 5× annual retainer; all current directors met guidelines except Ms. Grossman and Messrs. Cho, Edwards, Tanner who are within five-year compliance window (implies Chugg meets guideline) .

Performance Compensation

• Deferrals: Chugg elected to defer her DSUs granted in calendar year 2024 under the Deferred Savings Plan/1996 Plan .

Other Directorships & Interlocks

• Compensation Committee Interlocks: None; members have never been VF officers/employees, had relationships requiring disclosure, or served on entities with VF execs on their boards; VF execs did not serve on compensation committees where VF directors were executives in fiscal 2025 .

Expertise & Qualifications

• Global brand building with P&L leadership, including management of ~$6B revenue business at Mattel .
• Marketing, market research, consumer behavior analysis; perspectives on brand elevation, consumer connection, and creative talent management .
• Human capital management and executive compensation; prioritizes alignment of executive incentives with shareholder interests as Talent & Compensation Chair .

Equity Ownership

• Trustee role: Chugg and VF director Clarence Otis, Jr., with PNC Bank, serve as trustees of Barbey Family Trust accounts which are deemed beneficial owners of certain VF shares; individual trustees are not deemed to beneficially own or share voting/dispositive power over Trust Shares under SEC rules .
• Hedging/pledging: Directors are prohibited from hedging or pledging VF stock; no margin accounts allowed .
• Director stock ownership guideline compliance: Chugg is not listed among exceptions; current directors (other than the noted exceptions) have met guidelines .

Governance Assessment

• Board effectiveness: As Chair of the Talent & Compensation Committee, Chugg oversees CEO goals/compensation, succession planning, human capital strategy, clawback policy, and pay program competitiveness with an independent consultant (Meridian), supporting pay‑for‑performance discipline .

• Independence and attendance: Committee independence affirmed; Board held nine meetings in fiscal 2025 with all directors meeting ≥75% attendance and attending the 2024 Annual Meeting, supporting engagement standards .

• Ownership alignment: Meets director stock ownership guidelines (5× retainer) and holds a meaningful mix of DSUs/options; hedging/pledging prohibited, reinforcing alignment with shareholders .

• Shareholder engagement signal: Chair of Talent & Compensation participated in nearly all shareholder meetings during fiscal 2025 outreach covering compensation and governance topics—positive for investor confidence .

• Potential conflicts and mitigants: Trustee role over Barbey Family Trust accounts could be scrutinized, but trustees are not deemed beneficial owners nor do they control decision-making; no related‑party transactions >$120,000 involving directors were disclosed; PNC Bank’s credit facility participation was ordinary course on market terms .

• Risk controls: Robust clawback policy; double‑trigger change‑in‑control protections for executives; no tax gross‑ups, no option repricing; compensation program assessed not to promote excessive risk .

• RED FLAGS:

  • Trustee linkage to significant shareholder (Barbey Family Trust) warrants monitoring for perceived influence, though mitigated by lack of control and non‑attribution of beneficial ownership to individual trustees .
  • Multiple external public boards (Compass, Darden, MasterBrand) require ongoing attention to workload/overboarding policies; VF’s principles include overboarding limits and independence safeguards .