Dive Brief:
- VF Corp. added Caroline Brown to its Board of Directors on Wednesday and announced that it would appoint another independent director in the near term, bringing the total number of board directors to 13.
- Brown has more than 30 years of experience in the fashion and apparel sector, and most recently served as managing director at investment firm and innovation center Closed Loop Partners, where she led the fashion practice.
- The apparel conglomerate said the appointment “follows constructive engagement with VF’s shareholders, including Engaged Capital.” The next director appointment will give priority to candidates identified by Engaged Capital, per the release.
Dive Insight:
The alignment with Engaged Capital comes after the activist firm demanded change at VF in October of last year. At the time, Engaged asked VF for a board shakeup and demanded that VF cut costs by more than $300 million. Engaged Capital’s stake in VF hasn’t been disclosed, but an Engaged spokesperson told Fashion Dive’s sister publication Retail Dive that it’s among VF’s top 10 shareholders.
Brown was previously CEO of Donna Karan International and DKNY from 2015 to 2017, per the release. In that time, she led a transformation of DKI and led the company through its sale from LVMH to G-III Apparel Group.
She also was president of Carolina Herrera and U.S. CEO of Akris Inc.
Following Engaged’s call for change, VF announced its Reinvent plan, which is a transformation program meant to bolster its brand building and execution. In particular, the plan focuses on the Vans brand and seeks to boost VF’s sales in North America.
In its Q3 earnings last week, VF announced it was launching a strategic review of its brand assets “to ensure the company owns brands that it believes create the greatest long-term value.”
David Swartz, senior equity analyst for Morningstar Research Services, said VF had already adopted many of the changes Engaged was seeking, and adding a few new board members “isn’t going to make much difference.”
“Changes under the new CEO were already in the works at VF even before Engaged got involved,” Swartz said in an email to Fashion Dive. “It’s obvious from the last quarter’s terrible results that major changes are needed and adding a couple of new board members is part of that.”
Brown and the other independent director are expected to be nominated at VF’s 2024 Annual Meeting of Shareholders.
