Engaged Capital Joins Forces with VF Corporation, Welcomes Caroline Brown to Board of Directors

VF Corporation, a leading global entity in lifestyle apparel, footwear, and accessories (NYSE: VFC), has officially welcomed Caroline Brown to its Board of Directors as of February 14, 2024. This strategic appointment is a result of positive engagement with VF’s shareholders, including Engaged Capital, LLC. In addition to Ms. Brown, VF plans to add another independent director to the Board, a decision that will be mutually agreed upon with Engaged Capital. Candidates identified by Engaged Capital will be given priority for this role, referred to as the “Additional Director.”

The nomination of Ms. Brown and the Additional Director is expected to take place at VF’s 2024 Annual Meeting of Shareholders. Following the Annual Meeting, VF’s Board will consist of 13 directors, with no more than 11 being current members of VF’s Board. With over 30 years of experience in the apparel and fashion sector, Ms. Brown brings a wealth of expertise to the Board. Her notable roles include Managing Director at Closed Loop Partners from 2019 to 2023, where she led the fashion practice, and her tenure as the CEO of Donna Karan International (DKI) and DKNY from 2015 to 2017.

During her time at DKI, Ms. Brown orchestrated a transformation, focusing on product design, brand identity modernization, organizational restructuring, and supply chain consolidation. She successfully navigated the company through its sale from LVMH to G-III Apparel Group. Ms. Brown has also held leadership positions at Carolina Herrera, Akris, Inc., and Giorgio Armani, demonstrating her extensive experience in various aspects of the industry.

Ms. Brown’s contributions extend beyond board appointments, as she has served on several boards of innovative fashion companies, including EILEEN FISHER, Browzwear, Dimpora, By Rotation, and For Days. She is a member of the MIT Sloan Sustainability Initiative Advisory Board and serves as an Advisor to the Martin Trust Center for Entrepreneurship at the MIT Sloan School of Management.

Richard Carucci, Chair of the VF Board, expressed excitement about Ms. Brown’s addition, citing her respected reputation in the apparel industry and proven track record. Ms. Brown herself expressed honor in joining VF’s Board and conveyed her anticipation for contributing to the company’s growth and success.

This appointment aligns with VF’s ongoing effort to refresh its Board, having added four new directors within the past two years. VF aims to leverage the diverse experience of its directors in footwear and apparel, retail, design, technology, and sustainability to execute its Reinvent strategy successfully.

Engaged Capital’s Founder and CIO, Glenn W. Welling, expressed enthusiasm about Ms. Brown’s addition to the Board, emphasizing her valuable apparel experience. Engaged Capital looks forward to continued collaboration with Ms. Brown and the Board on the appointment of the Additional Director, believing that these appointments will contribute to the turnaround of VF’s iconic portfolio of brands under the leadership of Bracken Darrell and the management team.

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