Matthew Shattock
V FAbout Matthew J. Shattock
Independent director of VF Corporation since 2013; age 62. Former CEO of Beam Suntory (2009–2019) with earlier leadership roles at Cadbury and Unilever, bringing extensive consumer brands, portfolio management, and governance expertise. At VF, he chairs the Governance & Corporate Responsibility Committee and serves on the Talent & Compensation Committee, and is classified independent by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beam Suntory, Inc. | Chief Executive Officer | 2009–2019 | Led Beam-Suntory integration and portfolio expansion; deep brand building and M&A integration experience |
| Cadbury plc | Various leadership roles | 2003–2009 | Global consumer products leadership |
| Unilever plc | Various leadership roles | 1987–2003 | Global consumer products leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Haleon plc | Director | 2025–Present | Consumer health board experience |
| The Clorox Company | Director; Lead Independent Director since Jan 2024; Independent Chair 2021–2023 | 2018–Present | Board leadership and governance expertise |
| Domino’s Pizza Group plc | Director (former) | 2020–2025 | Public company board experience (former) |
| Beam, Inc. | Director (former) | 2011–2014 | Public company board experience (former) |
Board Governance
- Independence and attendance: The Board determined Shattock is independent. In FY2025, the Board held 9 meetings; all directors attended at least 75% of Board and committee meetings, and directors met in executive session at each regularly scheduled meeting (4 executive sessions in FY2025) .
- Committee assignments (FY2025):
- Governance & Corporate Responsibility Committee – Chair; 7 meetings held .
- Talent & Compensation Committee – Member; 5 meetings held .
- Board structure: Chair and CEO roles separated; active oversight across strategy, risk, and human capital .
| Committee | Role | Meetings Held FY2025 | Key Oversight Areas |
|---|---|---|---|
| Governance & Corporate Responsibility | Chair | 7 | Board refreshment, ESG strategy/targets, governance policies, board evaluations |
| Talent & Compensation | Member | 5 | CEO/executive pay, succession, incentive design, clawback policies, HCM oversight |
Fixed Compensation
- Program (FY2025 non-employee directors): $100,000 annual cash retainer; approx. $180,000 equity retainer split between stock options and director stock units (DSUs); Board Chair fee $200,000; Committee Chair fees: $35,000 (Talent & Compensation and Audit) and $25,000 (Governance & Corporate Responsibility and Finance). Stock ownership guideline: 5x annual retainer. All current directors meet the guideline except recent appointees; Shattock is not listed among exceptions (i.e., in compliance) .
| Element | Amount/Policy |
|---|---|
| Cash retainer | $100,000 |
| Equity retainer | ~ $180,000 split between options and DSUs (actual 2025 grant sizing ~ $210k) |
| Committee Chair fee (Gov & CR) | $25,000 |
| Ownership guideline | 5x annual retainer; Shattock in compliance (not listed among exceptions) |
- Individual compensation history:
| Metric | FY2023 | FY2025 |
|---|---|---|
| Fees earned/paid in cash ($) | 100,000 | 118,750 |
| RSU/DSU awards ($) | 90,045 (RSUs) | 118,576 (DSUs) |
| Option awards ($) | 90,070 | 92,010 |
| Total ($) | 280,115 | 329,336 |
Compensation structure observations:
- Shift from RSUs to DSUs in 2025; larger equity grant value and modestly higher cash (reflecting chair/membership fees), signaling emphasis on equity alignment and tax-efficient deferral flexibility .
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs; awards are time-based options and DSUs.
- Equity award terms:
- DSUs: Vested/non-forfeitable at grant; earn dividend equivalents; settled in shares 1 year after grant unless deferred (Shattock elected to defer 2024 DSUs) .
- Options: Exercise price = FMV at grant; 10-year term; become exercisable 1 year after grant; post-separation exercise window 36 months (subject to term) .
| Award Type | Grant specifics | Vesting/Exercisability | Settlement/Term |
|---|---|---|---|
| FY2025 DSUs | 7,288 DSUs granted May 28, 2024 to most directors; Shattock elected to defer | Vested at grant | Settle in shares after 1 year unless deferred |
| FY2023 RSUs | 1,986 RSUs granted May 24, 2022 | Vested at grant | Settled in shares 1 year after grant |
| FY2023 Options | 6,662 options granted May 24, 2022 | Exercisable after 1 year | 10-year term; 36-month post-separation exercise (within term) |
Other Directorships & Interlocks
- Public boards: Haleon plc (2025–), The Clorox Company (2018–; Lead Independent Director since Jan 2024), former Domino’s Pizza Group plc (2020–2025), Beam, Inc. (2011–2014) .
- Related-party/interlocks at VF: No related-party transactions involving directors above $120,000 disclosed for FY2025; Board explicitly reviewed independence and affirmed Shattock’s independence .
Expertise & Qualifications
- Consumer brands leadership, portfolio/M&A integration, human capital and executive compensation, and board governance (including prior board chair roles) .
- Committee leadership experience aligned with VF’s refreshment and ESG oversight priorities .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 173,079 shares as of May 27, 2025 (<1% of outstanding) |
| Of which: options exercisable | 75,923 within 60 days |
| Of which: phantom shares (DSP) | 30,591 (no voting/dispositive power) |
| Of which: indirect | 40,000 shares via a limited liability company |
| Hedging/pledging | Prohibited for directors and officers under Insider Trading Policy |
| Ownership guideline | 5x annual retainer; Shattock in compliance (not listed among exceptions) |
Governance Assessment
- Board effectiveness: Shattock’s dual role as Governance & Corporate Responsibility Committee Chair and member of Talent & Compensation places him at the center of board refreshment, ESG oversight, and pay-for-performance design—key levers for investor alignment during VF’s transformation .
- Independence and engagement: Independence affirmed; Board met 9 times with robust executive sessions (4), and all directors met attendance expectations, supporting effective oversight culture .
- Incentive alignment: Director pay mix is predominantly equity with DSU deferrals and time-based options, reinforcing long-term alignment; no director performance bonuses or PSUs reduce risk of misaligned short-term incentives .
- Compensation committee quality: Independent membership, use of independent consultant (Meridian), and no interlocks or insider participation reported—favorable from a governance risk perspective .
- Conflicts/related-party exposure: No related-party transactions disclosed for FY2025; hedging/pledging prohibited; stock ownership guideline compliance achieved—no alignment red flags noted for Shattock .
RED FLAGS: None identified for Shattock based on latest proxy disclosures (no related-party transactions, no attendance issues, no hedging/pledging, and guideline compliance) .
Additional context signals: Say-on-Pay support was strong in 2024 (94%), and shareholder engagement covered 61%+ of outstanding shares met, indicating constructive investor dialogue that Governance & Compensation committees (including Shattock) participated in .