Caroline’s appointment will take effect on February 14, 2024. This appointment comes after positive communication with Engaged Capital, LLC and VF’s shareholders. Additionally, as soon as possible and in agreement with Engaged Capital, VF plans to add another independent director to the Board. Priority will be given to Engaged Capital’s identified candidates. At VF’s 2024 Annual Meeting of Shareholders, VF anticipates that Ms. Brown and the Additional Director will be nominated. Following the Annual Meeting, VF’s Board will consist of 13 directors, no more than 11 of which are VF’s current directors.
With over thirty years of expertise in worldwide garment and fashion firms, Ms. Brown is a skilled CEO, director, investor, and advisor.
She oversaw the company’s fashion practice while serving as a Managing Director at Closed Loop Partners, an innovation hub and investment organization with headquarters in New York that promotes the growth of the circular economy, from 2019 to 2023. Previously, from 2015 to 2017, Ms. Brown was the CEO of DKNY and Donna Karan International. She oversaw supply chain consolidations, modernized brand identity, improved product design, and realigned organizational structures as she managed a change of DKI during that time. She oversaw the business’s transfer from LVMH to G-III Apparel Group. Before joining DKI, Brown oversaw the growth of product development, brand architecture, and global expansion at Carolina Herrera, a PUIG-owned luxury fashion firm. She was the Chief Executive Officer of Akris, Inc., a luxury fashion firm located in Switzerland, for the United States before that. Ms. Brown started her professional career with Giorgio Armani, where she held leadership positions in marketing and communications for more than ten years.
Ms. Brown has held various board positions with forward-thinking fashion industry companies, such as Browzwear, Dimpora, By Rotation, For Days, and EILEEN FISHER. She advises the Martin Trust Center for Entrepreneurship at the MIT Sloan School of Management and is a member of the advisory board for the MIT Sloan Sustainability Initiative.
Richard Carucci, Chair of the VF Board, expressed his excitement over Caroline’s arrival. Having successfully turned around, scaled, and transformed global companies, Caroline is well-respected in the garment sector. Her insights will be invaluable as the company continues to implement its Reinvent strategy.
Brown expressed her gratitude for becoming a member of VF’s board and expressed excitement about working with the company’s management and fellow directors at this critical juncture. She is aware of the enormous potential of VF’s collection of well-known brands because she has experience in both the leadership and investment sides of the clothing and fashion industries. She is certain that VF has what it takes to resume robust and profitable growth, and she is eager to use my knowledge to assist the business eventually increase shareholder value.
This appointment represents a further development in VF’s ongoing effort to rotate the Board. With this appointment, VF has increased the number of directors on its board to five in the two years since the Additional Director was appointed, broadening the board’s expertise in retail, design, technology, footwear and apparel, and sustainability.
Mr. Carucci went on, They look forward to continuing our dialogue with Engaged Capital and other shareholders as we continue to improve the company’s performance. We appreciate the constructive input that Engaged Capital has provided over the past several months.
They are excited that the Board has added Caroline Brown, who will bring a wealth of apparel experience to the boardroom, stated Glenn W. Welling, Founder and CIO of Engaged Capital. Regarding the nomination of the Additional Director, we look forward to carrying on our cooperative efforts with Caroline and the other members of the Board. These hires, in our opinion, will strengthen Bracken Darrell’s and the management group’s hand as they steer this venerable portfolio of brands toward recovery.
VF Corporation, one of the biggest apparel, footwear, and accessory companies in the world, was founded in 1899. Through a family of recognizable workwear, outdoor, and activewear brands like Vans, The North Face®, Timberland®, and Dickies®, the company connects people to the lifestyles, activities, and experiences they cherish most. Our goal is to support movements that promote active, sustainable lives for the benefit of both people and the environment. We link this goal to an unwavering will to succeed in order to generate value for all parties involved and use our business as a force for good.
