Mark Hoplamazian
V FAbout Mark S. Hoplamazian
Independent director at VF Corporation since 2015 (approx. 10 years of service). Age 61. President & CEO of Hyatt Hotels Corporation since 2006; previously President of The Pritzker Organization (1989–2006). Brings deep experience in global operations, finance/capital allocation, M&A and human capital management from leading a multi-brand, multinational hospitality company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | President & Chief Executive Officer | 2006–Present | Led significant global growth; strategic M&A; oversight of finance and human capital for >200,000 employees |
| The Pritzker Organization | President | 1989–2006 | Principal financial/investment advisor for Pritzker family businesses (capital allocation, investment, capital markets) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hyatt Hotels Corporation (NYSE: H) | Director | 2006–Present | Only current public company directorship disclosed |
Board Governance
- Independence: Board determined Mr. Hoplamazian is independent under NYSE standards; considered that Hyatt Hotels is a vendor to VF in the ordinary course and concluded no material relationship beyond board service. Directors prohibited from hedging/pledging VF stock.
- Attendance: All current directors attended ≥75% of Board and committee meetings on which they served in fiscal 2025; all then-current directors attended the July 2024 annual meeting.
- Shareholder engagement: Directors and management met with shareholders representing over 61% of shares outstanding during fiscal 2025.
- Executive sessions: Independent directors met in executive session four times at regularly scheduled Board meetings in fiscal 2025.
| Committee | Role | Meetings Held (FY25) |
|---|---|---|
| Finance | Chair | 4 |
| Talent & Compensation | Member | 5 |
| Executive | Member | n/a in meeting table; membership disclosed in biography |
| Board of Directors | Director | 9 |
Governance guardrails
- Overboarding policy: Executives of public companies may serve on not more than two public boards including VF; Mark serves on VF and Hyatt—compliant.
- Board evaluation and refreshment processes in place; Governance Committee leads succession and refreshment.
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees | $112,500 | Fees earned or paid in cash |
| DSU awards (grant-date fair value) | $118,576 | 7,288 DSUs; valued at $16.27 per DSU (contingent grant-date July 23, 2024); DSUs vested at grant and typically settle in shares one year after grant; director elected to defer DSUs in 2024 |
| Option awards (grant-date fair value) | $92,010 | Options to purchase 18,256 shares at $12.35 (May 28, 2024); 10-year term; become exercisable one year after grant |
| Total | $323,086 | Sum of above |
Program structure reference (for context)
- Annual retainer $100,000; Finance Chair fee $25,000; annual equity retainer approx. $180,000 split between options and DSUs (FY2025 grant values were ~$210k due to sizing); director stock ownership guideline = 5× annual retainer.
Performance Compensation (as overseen by the Talent & Compensation Committee)
AIP (Annual Incentive Plan) design and FY2025 outcomes (for NEOs; Mr. Hoplamazian oversees as a committee member)
- Metrics: Total Revenue (constant currency) and Operating Income (adjusted; constant currency), equally weighted each half; two sequential six‑month performance periods (40% H1, 60% H2).
- Payout result: Total 118.4% of target for FY2025.
| AIP Metric (FY2025) | Weight | Threshold (25%) | Target (100%) | Max (200%) | Performance | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Total Revenue – 1st Half | 50% | $3,836.3M | $4,513.3M | $5,270.9M | $4,506.9M | 99.9% | 50.0% |
| Operating Income – 1st Half | 50% | $99.4M | $132.5M | $166.1M | $192.8M | 200.0% | 100.0% |
| 1st Half Weighted Payout | 150.0% (40% weight) | ||||||
| Total Revenue – 2nd Half | 50% | $4,494.9M | $5,288.1M | $6,175.8M | $5,021.2M | 97.5% | 48.7% |
| Operating Income – 2nd Half | 50% | $286.0M | $381.3M | $478.0M | $360.1M | 97.2% | 48.6% |
| 2nd Half Weighted Payout | 97.4% (60% weight) | ||||||
| Total FY2025 AIP Payout | 118.4% |
PRSU (Performance RSU) design and results
- FY2023–2025 PRSUs: Metrics were 3‑yr Revenue CAGR (50%) and 3‑yr Gross Margin expansion (50%) with rTSR modifier vs S&P 500 Consumer Discretionary; outcome: below threshold on both metrics and rTSR below 25th percentile → 0% payout.
- FY2024–2026 PRSUs (open): 3‑yr Revenue CAGR (50%), 3‑yr Gross Margin expansion (50%), rTSR modifier; targets set as 2%/5%/9% CAGR and GM% 55.0/55.7/56.7; modifier ±25% vs S&P 500 Consumer Discretionary.
- FY2025–2027 PRSUs (open): Three one‑year Revenue (50%) and Gross Margin (50%) goals averaged across FY25–FY27; 3‑yr rTSR modifier vs S&P 600 Consumer Discretionary; FY2025 targets disclosed (Revenue target $9,801.4M; GM% target 53.3%).
| PRSU Program | Period | Core Metrics | rTSR Modifier | FY2025 Status/Result |
|---|---|---|---|---|
| FY2023–2025 | 3 years | Revenue CAGR (50%), Gross Margin expansion (50%) | ±25% vs S&P 500 Cons. Disc. | 0% payout (below threshold; rTSR <25th percentile) |
| FY2024–2026 | 3 years | Revenue CAGR (50%), Gross Margin expansion (50%) | ±25% vs S&P 500 Cons. Disc. | Open; targets disclosed |
| FY2025–2027 | 3×1‑year average | Annual Revenue (50%), Annual Gross Margin (50%) | ±25% vs S&P 600 Cons. Disc. | FY2025 Revenue target $9,801.4M; GM% target 53.3% |
Committee process and safeguards
- Committee uses independent consultant Meridian (no conflicts), maintains clawbacks (October 2023 policy compliant with SEC/NYSE), double‑trigger change‑in‑control vesting; prohibits hedging/pledging; no option repricing; no excise tax gross‑ups.
Other Directorships & Interlocks
- Current public board: Hyatt Hotels Corporation. No Compensation Committee interlocks or insider participation; none of the Compensation Committee members (including Mr. Hoplamazian) has ever been an officer/employee of VF, and no cross‑director relationships triggered disclosure in FY2025.
Expertise & Qualifications
- Global brand and operations leadership of a multi‑brand, multinational company; strategic M&A and portfolio management; finance, capital allocation, investment and capital markets; large‑scale human capital management.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 136,392 shares | As of May 27, 2025; includes shares, phantom units, and options exercisable within 60 days; <1% of outstanding |
| Options exercisable within 60 days | 75,923 | Included in beneficial ownership total |
| Phantom stock units (DSP) | 19,072 | No voting/dispositive power; included in beneficial tally disclosure footnote |
| FY2025 DSUs | 7,288 | Granted May 28, 2024; vested; settlement typically one year after grant; director elected to defer 2024 DSUs |
| Director stock ownership guideline | 5× annual retainer | All current directors met guideline targets except a short-list of newer members; Mr. Hoplamazian not among exceptions |
| Hedging/pledging | Prohibited | Directors cannot hedge or pledge VF stock |
Outstanding director options (program reference)
- At FY2025 year-end, options outstanding for Mr. Hoplamazian totaled 75,923; FY2025 award: 18,256 options at $12.35, 10‑year term, exercisable after one year.
Related-Party and Conflicts Review
- Related-party transactions: None disclosed above $120,000 since the beginning of the last fiscal year; PNC Bank’s trustee relationship and credit facility noted; Board reviewed per policy.
- Independence with vendor tie: Board considered that Mr. Hoplamazian is CEO/director of Hyatt Hotels Corporation, a vendor to VF, and determined he remains independent.
Say-on-Pay & Shareholder Feedback
- Say‑on‑pay approval at 2024 Annual Meeting: ~94% support.
- Engagement: Contacted holders of >77% of outstanding shares; met with holders of >61%; discussions covered incentive metrics and disclosure; Compensation Committee incorporated feedback.
Governance Assessment
Strengths
- Independent director; Finance Committee Chair and T&C member bring strong finance and human capital oversight at a critical phase of VF’s turnaround.
- Robust alignment mechanisms: meaningful equity in director pay (DSUs/options), compliance with director ownership guideline, prohibitions on hedging/pledging.
- Sound compensation governance: independent consultant, clawbacks, double‑trigger CIC protections; 0% payout on FY23–25 PRSUs underscores pay-for-performance rigor.
Watch items / potential red flags
- Vendor relationship (Hyatt as vendor to VF) assessed as ordinary course/non‑material, but remains a potential perceived conflict to monitor in future related‑party disclosures.
- Use of discretion: Committee increased one NEO’s FY2025 AIP payout (CHF 709,401) for transaction leadership on the Supreme sale; well‑rationalized but indicates willingness to apply discretion—investors may monitor future frequency and scale.
- Two half‑year AIP periods used in FY2025 to support retention; appropriate amidst turnaround, but shorter measurement windows can reduce stretch in targets—continue to watch transition back to standard annual designs.
Overall, Mark Hoplamazian’s finance and portfolio expertise, independence, committee leadership, and ownership alignment support board effectiveness; disclosed vendor tie is mitigated by independence determination and absence of related‑party transactions. High say‑on‑pay support and rigorous long‑term incentive outcomes reinforce investor confidence in compensation oversight.