Richard Carucci
V FAbout Richard T. Carucci
Richard T. Carucci, age 68, is an independent director who has served on VF Corporation’s Board since 2009 and has been Chair of the Board since June 2023 (interim Chair December 2022–June 2023) . He is the former President (2012–2014) and CFO (2005–2012) of Yum! Brands and held senior finance, international and general management roles at Yum/Tricon from 1997–2005, bringing deep financial and global operating expertise to VF . The Board has affirmatively determined that Mr. Carucci is independent under NYSE standards and VF’s categorical standards . He is identified by the Board as an audit committee financial expert, reflecting his accounting and financial management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yum! Brands, Inc. | President | 2012–2014 | Led 33,000 restaurants in 120+ countries; global brand and operations leadership |
| Yum! Brands, Inc. | Chief Financial Officer | 2005–2012 | Strategic planning, capital allocation, restructuring, investor relations |
| Yum! Brands/Tricon Global Restaurants | Finance/Intl/GM roles | 1997–2005 | Progressive leadership across finance and international management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kontoor Brands, Inc. | Director (Former) | 2019–2021 | Prior VF spinoff board experience; consumer/apparel exposure |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member; Executive Committee Chair .
- Independence and leadership: Independent Chair since June 2023; Board leadership structure separates Chair and CEO roles .
- Attendance: All directors met at least 75% attendance for Board and committees in FY2025; the Board held nine meetings; independent directors met in executive session four times .
- Financial expertise: Designated audit committee financial expert by the Board .
- Board evaluation: Chair led 1‑on‑1 director interviews and presented evaluation to the full Board in FY2025 .
- Shareholder engagement: Contacted holders of >77% of shares and met with holders of >61%; Chair participated in nearly all meetings; 2024 say‑on‑pay support ~94% .
| Body | Role | FY2025 Meetings Held |
|---|---|---|
| Board | Director; Chair of the Board | 9 |
| Audit Committee | Member | 9 |
| Finance Committee | Member | 4 |
| Executive Committee | Chair | Not disclosed |
Fixed Compensation
| Element (FY2025) | Detail | Amount/Terms |
|---|---|---|
| Annual Director Retainer (cash) | Standard retainer | $100,000 |
| Chair of the Board Fee (cash) | Additional fee for Chair role | $200,000 |
| DSU grant (equity) | 7,288 DSUs granted May 28, 2024; DSUs vested at grant, settle in shares 1 year after grant (deferrable) | Grant date fair value $118,576 ($16.27 per DSU; valuation as of July 23, 2024) |
| Option grant (equity) | 18,256 options granted May 28, 2024; 10‑year term; exercisable 1 year after grant; non‑forfeitable | Exercise price $12.35; grant date fair value $92,010 ($5.04 per option) |
| Total FY2025 compensation | Fees + DSUs + options | $510,586 |
| Stock ownership guideline | 5x annual retainer; all current directors met guideline except Grossman/Cho/Edwards/Tanner (within 5‑yr window) | In compliance |
Performance Compensation
Directors are not eligible for performance‑based annual incentives; their equity is time‑based (DSUs and options) . For governance context on VF’s pay‑for‑performance program (applies to executives), the FY2025 AIP used two equally weighted financial metrics across two half‑year periods:
| AIP Metric (FY2025) | Weighting | Performance vs Target | Payout Contribution |
|---|---|---|---|
| Total Revenue (H1) | 50% | $4,506.9M vs $4,513.3M target (99.9%) | 50.0% |
| Operating Income (H1) | 50% | $192.8M vs $132.5M target (200.0%) | 100.0% |
| H1 payout weighted | 40% of total | — | 150.0% |
| Total Revenue (H2) | 50% | $5,021.2M vs $5,288.1M target (97.5%) | 48.7% |
| Operating Income (H2) | 50% | $360.1M vs $381.3M target (97.2%) | 48.6% |
| H2 payout weighted | 60% of total | — | 97.4% |
| Total AIP payout | — | — | 118.4% |
Long‑term PRSUs for executives use three‑year financial metrics and a relative TSR modifier; FY2023–2025 paid 0% (below thresholds and TSR <25th percentile), while FY2024–2026 and FY2025–2027 are open with disclosed targets .
Other Directorships & Interlocks
| Company | Relationship to VF | Interlock/Conflict Notes |
|---|---|---|
| Kontoor Brands, Inc. (former) | Prior public company directorship (2019–2021) | No related‑party transactions disclosed |
| Vendors/Trusts relationships | HP Inc., Consello Group, Hyatt, Barbey Family Trusts evaluated for other directors | Board confirmed independence; no material relationships for Carucci disclosed |
Expertise & Qualifications
- Strategic planning, portfolio management, capital allocation, cost management, organizational restructuring, internal controls, investor relations (former Yum! CFO/President) .
- International business development and global brand leadership (led KFC/Pizza Hut/Taco Bell globally) .
- Corporate governance and risk management experience; prior Chair of VF’s Governance & Corporate Responsibility Committee .
- Audit committee financial expert designation by VF’s Board .
Equity Ownership
| Category | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 424,715 shares | As of May 27, 2025; includes options exercisable within 60 days and phantom units; <1% of shares outstanding |
| Phantom shares (DSP) | 68,510 | No voting/dispositive power |
| Options exercisable (<=60 days) | 75,923 | Included in beneficial ownership; director options outstanding at FY2025 end |
| Outstanding director options (total) | 75,923 | Options are non‑forfeitable; 10‑yr term; exercisable one year after grant |
| Shares pledged/hedged | Prohibited | Hedging/short sales/pledging banned by policy |
| Ownership guideline | 5x annual retainer | In compliance |
Governance Assessment
- Board effectiveness signals: Independent Chair with deep finance/operator background; audit financial expert; strong shareholder engagement; structured Board self‑evaluation led by Chair; regular executive sessions of independent directors .
- Alignment and incentives: Director pay balanced between cash (retainer + Chair fee) and equity (DSUs/options); robust stock ownership requirements; no director pensions or excessive perquisites; DSUs often deferred, bolstering long‑term alignment .
- Independence and conflicts: Board affirmed Carucci’s independence; related‑party review disclosed no transactions; hedging/pledging prohibited; overboarding policy in place .
- Committee workload: Active roles on Audit and Finance (9 and 4 meetings, respectively) consistent with oversight of reporting, controls, risk, capital structure and portfolio actions .
- RED FLAGS: None disclosed specific to Carucci—no related‑party transactions, no hedging/pledging, attendance met expectations; note long tenure (since 2009) mitigated by substantial Board refresh since 2022 (four new independent directors) .