Mindy Grossman
V FAbout Mindy F. Grossman
Independent director since 2024; age 67. Partner at The Consello Group with prior CEO roles across DTC retail and apparel; recognized among Forbes “100 Most Powerful Women” and FT “Top 50 Women in World Business.” Serves on VFC’s Talent & Compensation and Governance & Corporate Responsibility committees; Board determined she is independent notwithstanding Consello’s ordinary-course IR advisory work for VFC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WW International, Inc. | President & CEO | 2017–2022 | Led transformation of wellness platform |
| HSNi (HSN + Cornerstone Brands) | CEO | 2008–2017 | Turnaround and 2008 spinoff from IAC Retail; pioneered “boundaryless retail” |
| IAC Retail | CEO | 2006–2008 | Prepared DTC portfolio for stand-alone HSNi listing |
| NIKE, Inc. | Global VP of Apparel | 2000–2006 | Oversaw $4B global apparel business |
| Polo Jeans Company | President & CEO | 1995–2000 | Apparel leadership |
| Polo Ralph Lauren; Warnaco; Tommy Hilfiger; Oxford Industries | Senior roles in apparel | 1988–1995 | Broad apparel/brand experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Consello Group | Partner | 2022–Present | Consello provides IR advisory services to VFC in ordinary course; Board affirmed Grossman’s independence |
| WW International, Inc. | Director (former) | 2017–2022 | Former public company board service |
| Bloomin’ Brands, Inc. | Director (former) | 2012–2019 | Former public company board service |
| HSNi | Director (former) | 2008–2017 | Former public company board service |
Board Governance
- Committee membership: Talent & Compensation (member); Governance & Corporate Responsibility (member) .
- Independence: Board determined Grossman is independent under NYSE standards and VFC categorical standards, considering her role at Consello Group (IR advisor to VFC) .
- Attendance and engagement: Board held 9 meetings in fiscal 2025; every current director attended at least 75% of Board and committee meetings; independent directors met in executive session 4 times .
- Shareholder signals: 2025 Say‑on‑Pay received 282,190,062 For vs. 11,709,574 Against; prior year support cited at >94% .
| Governance Element | 2025 Data | Notes |
|---|---|---|
| Board meetings held | 9 | Executive sessions at each regular meeting; 4 independent-only sessions |
| Governance & Corporate Responsibility meetings | 7 | Oversight of ESG, governance, refreshment |
| Talent & Compensation meetings | 5 | Oversight of CEO pay, succession, HCM |
| Attendance threshold | ≥75% for all directors | All directors met minimum |
| Independence determination | Independent | Consello IR advisory relationship assessed |
Fixed Compensation
| Component | Program Terms | Mindy Grossman Actual (Fiscal 2025) |
|---|---|---|
| Annual cash retainer | $100,000 | $75,000 (fees earned) |
| Chair fees | Chair of Board $200,000; Committee Chair $35,000 (Audit/T&C), $25,000 (Gov/Finance) | None (not a chair) |
| Committee membership fees | None | None |
| Stock ownership guideline | 5x annual retainer; 5‑year compliance window | In 5‑year window to achieve |
| Deferred compensation elections | Cash fees can be deferred (DSP) | Not listed among 2024–2025 deferrers |
Performance Compensation
Directors’ equity is not performance-conditioned; awards are standard annual grants.
| Equity Type | Grant Date | Quantity | Grant-Date Fair Value | Key Terms |
|---|---|---|---|---|
| DSUs | Aug 9, 2024 | 6,108 units | $106,279 total ($17.40 per DSU) | Vested at grant; settled one year after grant unless the director elects further deferral; earns dividend equivalents |
| Stock Options | Aug 9, 2024 | 15,299 options | $104,186 total ($6.81 per option) | Exercise price $17.40; 10‑year term; exercisable 1 year after grant; 36‑month post‑separation exercise window (subject to option term) |
Other Directorships & Interlocks
| Relationship | Nature | Governance View |
|---|---|---|
| Consello Group (partner) and VFC | Consello provides IR advisory services to VFC in the ordinary course | Board concluded no material relationship; Grossman remains independent |
Expertise & Qualifications
- Apparel and consumer brands: Led NIKE global apparel ($4B), Polo Jeans, and senior roles at major apparel houses .
- DTC retail leadership: CEO of HSNi and IAC Retail; integrated entertainment, content, commerce, and community across channels .
- Recognition: Forbes “100 Most Powerful Women” (2016, 2013, 2012, 2009) and FT “Top 50 Women in World Business” (2011, 2010) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 6,194 shares (as of May 27, 2025) | Does not exceed 1% of outstanding; no phantom/DSP units credited |
| Options outstanding | 15,299 (unexercisable at FY2025 end) | Becomes exercisable one year after Aug 9, 2024 grant |
| DSUs outstanding | 6,108 DSUs | Settles one year post‑grant unless deferred |
| Pledged or hedged shares | Prohibited by policy; none disclosed |
Governance Assessment
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Strengths:
- Independent director with deep apparel/DTC operating expertise; contributes to Talent & Compensation and Governance oversight during transformation .
- Strong shareholder support for compensation framework (2025 Say‑on‑Pay results) and active Board engagement with holders (contacted >77% outstanding; met >61%) supports investor confidence .
- Robust director stock ownership guidelines and anti‑hedging/pledging policies align incentives .
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Potential conflicts and mitigants:
- Consello Group provides IR advisory services to VFC; Board reviewed and affirmed Grossman’s independence under NYSE and VFC standards, classifying relationship as ordinary course and non‑material .
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Compensation alignment:
- Director pay mix balanced between cash retainer and equity (options + DSUs), with standard, non‑performance conditions; Grossman’s 2025 equity and fees aligned to program norms .
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Attendance and engagement:
- Meets Board’s attendance expectations (≥75%); independent directors held four executive sessions, indicating healthy independent oversight .
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RED FLAGS:
- None disclosed in related‑party transactions for directors (including Grossman); no hedging/pledging; no meeting attendance shortfalls reported .