Kirk Tanner
V FAbout Kirk C. Tanner
Kirk Tanner, 57, is an independent director of VF Corporation (VFC) since 2024. He is President and CEO of The Wendy’s Company and previously held senior leadership roles at PepsiCo, including CEO of North America Beverages; at VF he serves on the Audit Committee and the Governance & Corporate Responsibility Committee and is designated an “audit committee financial expert.” He was appointed to the VF Board effective May 30, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wendy’s Company | President & CEO | 2024 – Present | Leads global QSR brand; board member of Wendy’s |
| PepsiCo, Inc. | CEO, North America Beverages | 2019 – 2024 | Accelerated revenue growth via ops improvement, innovation, partnerships |
| PepsiCo, Inc. | President & COO, North America Beverages | 2016 – 2018 | Operations leadership for large beverage unit |
| PepsiCo, Inc. | COO, N. America Beverages & President, Global Foodservice | 2015 – 2016 | Multi-business leadership (beverages, foodservice) |
| PepsiCo, Inc. | President, Global Foodservice Division | 2014 – 2015 | Global customer/channel leadership |
| PepsiCo, Inc. (incl. Frito-Lay, PepsiCo U.K./Ireland) | Various leadership roles | 1992 – 2014 | Senior commercial and regional roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Wendy’s Company | Director (and CEO) | 2024 – Present | Current public company directorship |
| University of Utah – David Eccles School of Business | Advisory Board Member | n/a | Cited by VF press release at time of appointment |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Tanner independent under NYSE rules and VF principles |
| Committees | Audit Committee (member); Governance & Corporate Responsibility Committee (member) |
| Audit Committee Financial Expert | Yes; Board determined Tanner qualifies as an “audit committee financial expert” |
| Attendance | Every current Board member attended ≥75% of Board/committee meetings in fiscal 2025 (includes Tanner) |
| Director Since | 2024; appointed effective May 30, 2024 |
| Meetings Held (FY2025) | Board: 9; Audit: 9; Governance & Corporate Responsibility: 7 |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $75,000 | Partial-year service in FY2025 following May 30, 2024 appointment |
| Director Stock Units (DSUs) – grant date value | $106,279 | 6,108 DSUs granted Aug 9, 2024 at $17.40/DSU; DSUs vest and are non-forfeitable at grant; earn dividend equivalents; settle in shares 1 year after grant unless deferred |
| Option Awards – grant date value | $104,186 | Non-qualified options for 15,299 shares granted Aug 9, 2024; strike $17.40; 10-year term; become exercisable 1 year after grant |
| Total FY2025 Director Compensation | $285,465 | Sum of cash + DSUs + options |
| FY2025 Director Compensation Mix (Tanner) | Amount | Mix |
|---|---|---|
| Cash Fees | $75,000 | 26.3% |
| DSU Awards | $106,279 | 37.2% |
| Option Awards | $104,186 | 36.5% |
| Total | $285,465 | 100.0% |
Program features for non-employee directors: Annual retainer $100,000; annual equity retainer approximately $180,000 split roughly equally between options and DSUs (FY2025 grants sized ~$210.5K due to award sizing); Committee chair fees: Audit and Talent & Compensation $35,000; Governance & Corporate Responsibility and Finance $25,000; stock ownership guideline equals 5x annual retainer. All current directors met guideline targets except Grossman, Cho, Edwards, and Tanner (each in a five-year period to achieve). Deferrals available for cash/DSUs via director plans.
Grant specifics: Most directors received 7,288 DSUs and options for 18,256 shares on May 28, 2024; as mid-2024 appointee, Tanner received 6,108 DSUs and options for 15,299 shares on Aug 9, 2024 (strike $17.40). Options are non-forfeitable, 10-year term, one-year vesting; exercisable for 36 months post-separation (within option term).
Performance Compensation
- No performance-based director compensation elements were disclosed; non-employee directors receive cash retainers and time-based DSUs and stock options (no performance metrics).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Related-Party Notes |
|---|---|---|---|
| The Wendy’s Company | Director (and CEO) | Not disclosed in VF filings | VF reported no related-person transactions >$120,000 since last fiscal year; no disclosure of transactions involving Tanner; Board independence confirmed |
- VF’s Corporate Governance Principles cap service by executive officers of public companies at two public boards (including VF). Tanner serves on Wendy’s and VF and is within the limit.
Expertise & Qualifications
- 30+ years building global consumer brands; drove revenue acceleration at PepsiCo North America Beverages via operational performance, product launches, new markets, and strategic partnerships. Brings consumer-centric mindset and brand-building experience relevant to VF’s portfolio.
- Sustainability exposure (energy/emissions reduction, packaging) to support VF’s ESG oversight.
- Designated audit committee financial expert, enhancing financial oversight on Audit Committee.
Equity Ownership
| Metric | Amount | As Of | Source/Notes |
|---|---|---|---|
| Total shares beneficially owned | 6,194 | May 27, 2025 | VF beneficial ownership table |
| Options outstanding (non-employee director) | 15,299 | FY2025 year-end | Outstanding options at end of FY2025 |
| DSUs held (granted in FY2025) | 6,108 | Mar 29, 2025 | DSUs granted Aug 9, 2024; vested/non-forfeitable; settle ~1 year unless deferred |
| Subsequent equity award (Form 4) | 13,285 shares awarded; post-transaction ownership 19,479.496 | Transaction: Jun 4, 2025; Filed: Jun 6, 2025 | Form 4 (SEC): https://www.sec.gov/Archives/edgar/data/103379/000112760225017039/0001127602-25-017039-index.htm |
| Hedging/Pledging | Prohibited | Policy | Directors prohibited from hedging or pledging VF stock |
| Ownership guideline | 5x annual retainer | Policy | All current directors met guideline except Grossman, Cho, Edwards, Tanner (in 5-year compliance window) |
Recent insider filings (Tanner):
- Aug 9, 2024: Granted 6,108 common shares (DSUs) and options for 15,299 shares at $17.40; Form 4: https://www.sec.gov/Archives/edgar/data/103379/000112760224022131/0001127602-24-022131-index.htm
- Jun 4, 2025: Award of 13,285 common shares; post-transaction ownership 19,479.496; Form 4: https://www.sec.gov/Archives/edgar/data/103379/000112760225017039/0001127602-25-017039-index.htm
Governance Assessment
- Strengths: Independent director with deep consumer-brand operating experience and an “audit committee financial expert” designation; sits on Audit and Governance & Corporate Responsibility Committees; attendance met policy threshold; no related-party transactions disclosed; hedging/pledging prohibited. These factors support board effectiveness and investor confidence.
- Alignment: Receives standard director package with a meaningful equity component (FY2025 equity grant date values total ~$210K across DSUs/options for mid-year appointee), plus additional Form 4-indicated equity award in 2025, increasing ownership; subject to 5x retainer ownership guideline with 5 years to comply.
- Potential conflicts: None disclosed. As an active public-company CEO, time-commitment risk is mitigated by VF’s board limits for executive officers (max two public boards including VF), which Tanner meets.
- Watch items: As a 2024 appointee, Tanner is still within the ownership guideline build period; monitor continued equity accumulation and committee engagement over time.
No RED FLAGS identified in VF disclosures for Tanner (no related-party transactions, no option repricings, no hedging/pledging, attendance ≥75%).
References
- VF Corporation 2025 Proxy Statement (DEF 14A), filed June 9, 2025: Committees, independence, compensation, ownership, attendance, governance policies
- VF Form 8-K (Item 5.02) – Election of Directors (May 30, 2024; filed June 3, 2024): Appointment and initial committee assignments
- VF Press Release (June 3, 2024): Appoints Tanner as independent director
- SEC Forms 4 for Tanner: Aug 13, 2024; Jun 6, 2025