VF Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

9 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Incentive Equity Awards Granted

During the nine months ended December 2022, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 2,472,423 shares of its Common Stock at a weighted average exercise price of $45.15 per share. The exercise price of each option granted was equal to the fair market value of VF Common Stock on the date of grant. Employee stock options vest and become exercisable in equal annual installments over three years. Stock options granted to nonemployee members of VF's Board of Directors vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms.

The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows:


						Nine Months Ended December 2022
Expected volatility						30% to 45%
Weighted average expected volatility						39%
Expected term (in years)						6.0 to 7.8
Weighted average dividend yield						2.9%
Risk-free interest rate						1.53% to 4.75%
Weighted average fair value at date of grant						$13.48

During the nine months ended December 2022, VF granted 364,192 performance-based restricted stock units ("RSUs") to employees that enable them to receive shares of VF Common Stock at the end of a three-year performance cycle. The weighted average fair market value of VF Common Stock at the dates the units were granted was $45.23 per share. Each performance-based RSU has a potential final payout ranging from zero to two shares of VF Common Stock. The number of shares earned by participants, if any, is based on achievement of three-year financial targets set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to participants in the year following the conclusion of the three-year performance period. The financial targets include 50%

weighting based on VF's revenue growth and 50% weighting based on VF's gross margin performance over the three-year period compared to financial targets. Additionally, the actual number of shares earned may be adjusted upward or downward by 25% of the target award, based on how VF's total shareholder return ("TSR") over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $3.46 per share.

During the nine months ended December 2022, VF granted 21,471 nonperformance-based RSUs to nonemployee members of the Board of Directors. These units vest upon grant and will be settled in shares of VF Common Stock one year from the date of grant. The weighted average fair market value of VF Common Stock at the dates the units were granted was $45.29 per share.

In addition, VF granted 933,767 nonperformance-based RSUs to employees during the nine months ended December 2022. These units generally vest over periods up to four years from the date of grant and each unit entitles the holder to one share of VF

Common Stock. The weighted average fair market value of VF Common Stock at the dates the units were granted was $40.08 per share.

VF also granted 125,981 restricted shares of VF Common Stock to members of management during the nine months ended December 2022. These shares vest over periods up to four years from the date of grant. The weighted average fair market value of VF Common Stock at the dates the shares were granted was $35.72 per share.