Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 2, 2022, the Board of Directors (the "Board") of V. F. Corporation
(the "Company") appointed Benno Dorer, a member of the Board, as Interim
President and Chief Executive Officer of the Company, effective immediately.
Mr. Dorer succeeds Steven E. Rendle, who, by mutual agreement with the Board,
retired as President and Chief Executive Officer of the Company and Chairman of
the Board on the same date, effective immediately. In connection with
Mr. Dorer's appointment as Interim President and Chief Executive Officer of the
Company, the Board appointed Mr. Dorer as an ex officio member of the Finance
Committee and removed him from his prior positions on the Executive Committee,
Governance and Corporate Responsibility Committee and Talent and Compensation
Committee, effective immediately. Richard Carucci, a member of the Board since
2009, was appointed as Interim Chairman of the Board on the same date, effective
immediately.
Mr. Dorer, 58, joined the Board in 2017 and served as Lead Independent Director
since July 2021. Mr. Dorer's qualifications to serve as a member of the Board
include his prior experience leading The Clorox Company ("Clorox"), a global
publicly traded multi-brand consumer products company and his service on
Clorox's Board, as described below. Mr. Dorer is a member of the Board of Origin
Materials, Inc. and, until earlier this year, was a Senior Advisor to KKR & Co.
Inc. Mr. Dorer served as Executive Chair of the Board of Clorox from September
2020 to February 2021, Chief Executive Officer of Clorox from November 2014 to
September 2020 and Chairman of the Board of Clorox from August 2016 to September
2020. Prior to his role as Clorox CEO, Mr. Dorer served as Executive Vice
President and Chief Operating Officer of Clorox from January 2013 through
November 2014, and in various Senior Vice President and General Manager roles.
Prior to joining Clorox in 2005, he worked for The Procter & Gamble Company in
various marketing and sales roles in the U.S. and Europe since 1990. Other than
his service on the Board, none of Mr. Dorer's principal occupations and
employment nor his directorships during the past five years were carried out at
any affiliate of the Company. Mr. Dorer has no family relationship to the
Company nor to any of its directors or executive officers.
In consideration for Mr. Dorer's service as Interim President and Chief
Executive Officer, which apply while he serves in such positions, he will be
eligible for a base salary of $1,300,000 per year and be granted a time-vesting
restricted stock unit award with a grant date fair value of $2,000,000. Such
restricted stock unit award is scheduled to vest 50% on June 2, 2023 and 50% on
December 2, 2023, subject to Mr. Dorer's continued employment, and will be
prorated if his employment terminates prior to such date due to his resignation
upon the appointment of a permanent President and Chief Executive Officer or his
termination of employment without cause. In the event of Mr. Dorer's death or
disability, the restricted stock unit award would fully vest. During his period
of employment, Mr. Dorer also will be provided with an allowance for, or
reimbursement of, housing expenses near the Company's offices and weekly
commuting benefits between his home in California and the Company's offices.
In connection with Mr. Rendle's retirement, Mr. Rendle will receive compensation
in the amounts specified under his existing arrangements for a retirement,
including base salary through December 2, 2022 and his benefits under the
Company's pension and deferred compensation plans that were vested as of such
date. Under those arrangements, Mr. Rendle will
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forfeit his 2022 equity awards, and he will not be eligible for a bonus with
respect to the Company's current fiscal year. Following retirement, Mr. Rendle
will also receive, pursuant to the non-competition covenant in the Company's
protective covenants agreement applicable to all officers since 2018, his base
salary for the one-year period of the non-competition covenant on a monthly
basis.
Item 7.01. Regulation FD Disclosure.
On December 5, 2022, in connection with the matters discussed above, the Company
issued a press release announcing Mr. Rendle's retirement and the appointment of
Mr. Dorer and Mr. Carucci as Interim President and Chief Executive Officer of
the Company and Interim Chairman of the Board, respectively, confirming the
Company's fiscal year 2027 long-term strategic plan and financial targets and
revising its outlook for fiscal year 2023. A copy of the press release is
furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated December 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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