DEF 14A of Kontoor Brands, Inc., Mar 7, 2024

DEF 14A of Kontoor Brands, Inc.

Filed Mar 7, 2024 · FY20230001760965-24-000020

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Scott Baxter President, Chief Executive Officer and Chair of the Board Age: 59 Committees: Strategy and Finance Committee | Scott Baxter has served on the Board since the Spin-Off and as Chair of the Board since August 2021. He is President and Chief Executive Officer of Kontoor. Mr. Baxter was named CEO in August 2018 when VF announced its intention to separate its Jeanswear organization into an independent, publicly traded company. Prior to being named CEO of Kontoor, Mr. Baxter was Group President, Americas West, for VF. In this role, he was responsible for overseeing brands such as The North Face® and Vans®. Mr. Baxter’s previous leadership roles at VF also included Group President, Outdoor & Action Sports, Americas and Vice President, V.F. Corporation & Group President, Jeanswear, Imagewear and South America. Mr. Baxter joined VF in 2007 as the President of the Licensed Sports Group. In 2008, he was named Coalition President for the Imagewear coalition, which comprised the Image and Licensed Sports Group divisions. Prior to joining VF, Mr. Baxter served as Senior Vice President of The Home Depot, Inc., leading the Services Division. He also previously served as Executive Vice President of Edward Don & Company and held a series of leadership roles with Nestle and PepsiCo. Mr. Baxter serves on the board of directors of Lowe’s Companies, Inc., a retail company specializing in home improvement. He previously served on the board of directors of Topgolf Callaway Brands Corp., a premium golf equipment and active lifestyle company. An active member of the community, Mr. Baxter is on the board of directors for the Greensboro Chamber of Commerce and the Piedmont Triad Partnership. Mr. Baxter also served as the honorary chairman of the PGA TOUR’s 2020 and 2021 Wyndham Championship. Mr. Baxter holds a bachelor’s degree from the University of Toledo and a Master of Business Administration degree from Northwestern University’s Kellogg Graduate School of Management. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Mr. Baxter has more than 30 years of experience in retail, operations, marketing, merchandising, sales and manufacturing, including extensive executive leadership experience. Mr. Baxter’s service as President and Chief Executive Officer of Kontoor, his previous leadership roles at VF and other public companies, and his service on the board of directors of another public company provide him with valuable insights into our company and industry. |

  3. Director Nominees

    | Kontoor Brands, Inc. | 11 | 2024 Proxy Statement |

  4. Director Nominees

    | Mary Campbell Retired, President, vCommerce Ventures, Qurate Retail, Inc. Age: 56 Committees: N/A | Mary Campbell has served on the board since February 2024. Ms. Campbell was previously the President, vCommerce Ventures of Qurate Retail, Inc. until her retirement in 2023. Qurate Retail is comprised of a select group of retail brands including QVC, HSN, Zulily, Ballard Designs, Frontgate, Garnet Hill, and Grandin Road and is a leader in video commerce, a top-10 ecommerce retailer, and a leader in mobile and social commerce. During her more than 20 years with the company, Ms. Campbell held various leadership positions across the Merchandising, Planning and Commerce Platforms functions. Most recently, and prior to serving as President, vCommerce Ventures, she served as Chief Content, Digital, and Platforms Officer of QxH, a segment of Qurate, since 2021, as Chief Merchandising Officer of Qurate Retail Group and Chief Commerce Officer of QVC US from 2018 to 2021, as Chief Merchandising and Interactive Officer in 2018, as Chief Interactive Experience Officer from 2017 to 2018, and as Executive Vice President, Commerce Platforms for QVC from 2014 to 2017. Ms. Campbell holds a bachelor’s degree in psychology from Central Connecticut State University. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Through her positions at QxH, Qurate Retail Group and QVC, Ms. Campbell has extensive knowledge in consumer driven product innovation, marketing and brand building, and traditional and new media platforms, as well as leading teams long term growth and evolution. |

  5. Director Nominees

    | Ashley Goldsmith Chief People Officer, Workday, Inc. Age: 51 Committees: Talent and Compensation Committee (Chair), Nominating and Governance Committee | Ashley Goldsmith has served on the Board since February 2022. She has served as Chief People Officer of Workday, Inc. since 2013. Prior to joining Workday, she spent three years with Polycom, Inc., serving as Executive Vice President and Chief Human Resources Officer, leading the company through a high growth phase. Previously, she spent three years at Ventana Medical Systems, a division of the Roche Group, as Senior Vice President, Human Resources, Corporate Communications, Environmental Health & Safety. From 1995 to 2007, she served in a number of leadership positions with increasing responsibility with The Home Depot, Inc., most recently serving as Vice President, Human Resources, Northern Division. Ms. Goldsmith began her career at Great-West Life & Annuity. Ms. Goldsmith holds a bachelor’s degree in psychology from Vanderbilt University, a Master of Human Resources Development degree from Georgia State University and a Master of Business Administration degree from Northwestern University’s Kellogg Graduate School of Management. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Ms. Goldsmith’s qualifications include her extensive experience across industries in human resource management at large publicly traded companies and scaling companies while developing employment brands recognized for being great workplaces. Ms. Goldsmith brings extensive experience with the social component of ESG matters, providing invaluable insight to the Board. |

  6. Director Nominees

    | Kontoor Brands, Inc. | 12 | 2024 Proxy Statement |

  7. Director Nominees

    | Robert Lynch President and Chief Executive Officer, Papa John’s International, Inc. Age: 47 Committees: Talent and Compensation Committee | Robert Lynch has served on the Board since March 2021. Mr. Lynch has served as President and Chief Executive Officer of Papa John’s International, Inc. since August 2019, and as a member of that company’s board of directors since August 2019. Mr. Lynch joined Papa John’s International, Inc. from Arby’s Restaurant Group, where he served as President since August 2017, and served as Brand President and Chief Marketing Officer from August 2013 to August 2017. Prior to Arby’s Restaurant Group, he served as Vice President of Marketing at Taco Bell. Mr. Lynch has more than 20 years combined experience in the QSR and consumer packaged goods industries, and also held senior roles at H.J. Heinz Company, and Procter & Gamble. Mr. Lynch holds a bachelor’s degree in economics and political science, and a Master of Business Administration degree from the University of Rochester. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: As President, Chief Executive Officer and Director of Papa John’s International, Inc., a large global publicly traded company, Mr. Lynch brings executive leadership, financial expertise and strategic management skills. Mr. Lynch’s qualifications also include extensive marketing experience, leading purpose-driven organizations and high performing teams and growing successful consumer brands. |

  8. Director Nominees

    | Andrew Page Chief Financial Officer, Amer Sports Age: 54 Committees: Audit Committee, Talent and Compensation Committee | Andrew Page has served on the Board since June 2022. Mr. Page has served as Chief Financial Officer of Amer Sports since April 2023, and as a member of its Executive Committee since April 2023. Prior to joining Amer Sports, Mr. Page served two years as Executive Vice President and Chief Financial Officer of Foot Locker, Inc., where he focused on enterprise optimization to enhance stakeholder and shareholder value. Prior to joining Foot Locker, Mr. Page served as Senior Vice President, Chief Accounting Officer and Controller at Advance Auto Parts, Inc. where he oversaw all accounting, tax, internal controls, and external financial reporting. Previously, he spent eight years at Under Armour, Inc., most recently serving as Senior Vice President and Chief Accounting Officer, and prior to Under Armour, Inc., he held several other senior finance roles at FTI Consulting, Inc., The AES Corporation, General Electric's Consumer and Industrial division, and Discovery Communications, Inc. Mr. Page holds a Master of Business Administration from Georgetown University and a Bachelor of Business Administration in Accounting from Eastern Kentucky University and is a Certified Public Accountant. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Mr. Page’s qualifications include his experience in senior-level financial positions within the apparel and footwear industry. Mr. Page’s prior chief financial officer and chief accounting officer positions, enables him to provide important insights on a range of financial and corporate matters. |

  9. Director Nominees

    | Kontoor Brands, Inc. | 13 | 2024 Proxy Statement |

  10. Director Nominees

    | Mark Schiller Interim Chief Executive Officer, Mid America Pet Food Age: 62 Committees: Audit Committee, Nominating and Governance Committee | Mark Schiller has served on the Board since May 2021. Mr. Schiller has served as Interim Chief Executive Officer of Mid America Pet Food since February 2024. He served as President and Chief Executive Officer of The Hain Celestial Group, Inc., a leading organic and natural products company, from November 2018 until December 2022. Prior to joining Hain Celestial, he spent eight years with Pinnacle Foods, Inc., most recently serving as Executive Vice President and Chief Commercial Officer, leading the grocery and frozen segments and key commercial functions. During his tenure with Pinnacle Foods, Mr. Schiller progressed through roles of increasing scope and responsibility across the company’s Retail, Birds Eye Frozen and Duncan Hines Grocery divisions. Previously, he spent eight years at PepsiCo, Inc., in a number of leadership positions, including Senior Vice President of Frito Lay New Ventures, President of Quaker Foods and Snacks North America, and Senior Vice President and General Manager of Frito Lay Convenience Foods Division. Earlier in his career, Mr. Schiller held senior roles with Tutor Time Learning Systems, Inc. and Valley Recreation Products, Inc. He began his career at the Quaker Oats Company. Mr. Schiller previously served on the board of directors of Hain Celestial. Mr. Schiller holds a bachelor’s degree in sociology from Tulane University and a Master of Business Administration degree from Columbia University. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Mr. Schiller brings significant experience in the consumer packaged goods industry, including as President, Chief Executive Officer and Director of The Hain Celestial Group, Inc. Through his various roles throughout his career, he has developed extensive management leadership experience as well as strong competencies in sales, marketing strategy, supply chain, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing. |

  11. Director Nominees

    | Kontoor Brands, Inc. | 14 | 2024 Proxy Statement |

  12. Director Nominees

    | Robert Shearer Lead Independent Director Age: 72 Committees: Audit Committee (Chair), Strategy and Finance Committee (Chair) | Robert Shearer has served on the Board since the Spin-Off and he is Kontoor’s Lead Independent Director. He previously served as Chair of the Board from the Spin-Off until August 2021. Mr. Shearer brings extensive management expertise to the Board, including a range of leadership experience at V.F. Corporation. From 2005 to 2015, Mr. Shearer served as Senior Vice President and Chief Financial Officer of VF, and from 1986 to 2005, served in various other roles of increasing responsibility at VF, including Vice President-Finance and Chief Financial Officer and Vice President-Controller. For two years, he was President of VF’s Outdoor Coalition, which was formed with the acquisition of The North Face® brand. Prior to joining VF, Mr. Shearer was a Senior Audit Manager for Ernst and Young. Mr. Shearer has served on the board of directors of Yeti Holdings, Inc., a designer, marketer, retailer, and distributor of a variety of innovative, branded, premium products, since 2018 and was named Chair of the board of directors in 2021. Since 2008, Mr. Shearer has served on the board of directors of Church & Dwight Co, Inc., a household products manufacturer, where he currently serves on the audit committee and was Chair of the audit committee from 2009 to February 2023. He previously served on the board of directors of The Fresh Market, Inc., a specialty grocery chain. Mr. Shearer holds a bachelor’s degree in accounting from Catawba College. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Mr. Shearer’s prior role as Chief Financial Officer of VF, coupled with his 12 years of experience in public accounting, enables him to provide the Board and the Audit Committee with important insights on a range of financial and internal control matters, as well as on matters relating to capital structure, information systems, risk management, public reporting and investor relations. In addition, during his tenure at VF, his participation in expansion initiatives, including a number of acquisitions and growth in international markets, enables him to provide important insights on international operations, business combination opportunities, and strategic planning. Mr. Shearer provides the Board with corporate governance expertise developed through his experience serving on public company boards of directors, including in board leadership roles as the Chair of the board of directors of Yeti Holdings, Inc. and through his service as Chair of the Board from the Spin-Off until August 2021. |

  13. Director Nominees

    | Kontoor Brands, Inc. | 15 | 2024 Proxy Statement |

  14. Director Nominees

    | Shelley Stewart, Jr. Retired Chief Procurement Officer, E.I. du Pont de Nemours & Co. Age: 70 Committees: Audit Committee, Nominating and Governance Committee (Chair), Strategy and Finance Committee | Shelley Stewart, Jr. has served on the Board since the Spin-Off. He was previously the Chief Procurement Officer and held responsibility for real estate and facility services at E.I. du Pont de Nemours & Co. from 2012 until his retirement in 2018. Prior to joining DuPont, Mr. Stewart held leadership positions in supply chain and procurement at Tyco International, Invensys PLC, Raytheon Company and United Technologies Corporation. Mr. Stewart currently serves on the board of Otis Worldwide where he is on the audit committee and nominating and governance committee. He also serves on the board of Clean Harbors where he is on the Environmental, Health and Safety Committee. He is chairman of the Billion Dollar Roundtable Inc., a top-level advocacy organization that promotes corporate supplier diversity. He is also on the Board of Trustees for Howard University as well as chair of the board of visitors for the school of business. Mr. Stewart serves on the board of governors for the University of New Haven. He previously served on the board of directors for Cleco Corporation. Mr. Stewart holds a bachelor’s degree and a Master of Criminal Justice degree from Northeastern University and received a Master of Business Administration degree from the University of New Haven. Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor: Mr. Stewart brings extensive experience in senior-level supply chain and operational positions with leading industrial companies. Mr. Stewart’s service on other public company boards of directors provides him with valuable insights on corporate governance and ESG matters. |

  15. Director Nominees

    The Board unanimously recommends a vote “FOR” each of the director nominees.

  16. Director Nominees

    | Kontoor Brands, Inc. | 16 | 2024 Proxy Statement |

  17. Director Nominees

    Executive Officers Kontoor’s executive officers are as follows:

  18. Director Nominees

    | Name | Age | Title | | Scott H. Baxter | 59 | President, Chief Executive Officer and Chair of the Board | | Joseph A. Alkire | 44 | Executive Vice President and Chief Financial Officer | | Thomas E. Waldron | 56 | Executive Vice President, Co-Chief Operating Officer and Global Brand President–Wrangler | | Christopher M. Waldeck | 57 | Executive Vice President, Co-Chief Operating Officer and Global Brand President–Lee | | Thomas L. Doerr, Jr. | 49 | Executive Vice President, General Counsel and Secretary |

  19. Director Nominees

    Certain information with respect to our executive officers is provided below. Officers are appointed to serve at the discretion of the Board. Information regarding Mr. Baxter is included in the director profiles set forth above. Ages are represented as of March 7, 2024. Joseph A. Alkire is Executive Vice President and Chief Financial Officer (and has served in that role since August 2023). Prior to his role at Kontoor, Mr. Alkire served as Chief Operating Officer and Chief Financial Officer for BrüMate, Inc. He previously served as Vice President, Corporate Development, Treasury, and Investor Relations for VF Corporation and as an investment banking and equity research analyst for William Blair & Company. He earned as Master of Business Administration degree from The University of Chicago’s Booth School of Business and a bachelor’s degree in Business from Indiana University’s Kelley School of Business. Thomas E. Waldron is Executive Vice President, Co-Chief Operating Officer and Global Brand President–Wrangler (and has served in that role since March 2022). Prior to his current role, Mr. Waldron was Kontoor’s Executive Vice President (or Vice President) and Global Brand President–Wrangler since the Spin-Off. He previously served as VF’s Global Brand President–Wrangler from October 2018 to the Spin-Off, President—Wrangler from March 2016 until October 2018, Vice President–Mass Brands from July 2010 until March 2016, Vice President General Manager—Wrangler Male Bottoms from July 2005 until July 2010, Merchandise Manager–Wrangler Men’s from January 2003 until July 2005, National Account Executive—Walmart (Boys) from January 2000 until January 2003, National Account Executive—Walmart (Men’s) from November 1996 until January 2000 and Replenishment Manager from September 1995 until November 1996. He earned a B.S. in Economics from the University of North Carolina at Greensboro. Christopher Waldeck is Executive Vice President, Co-Chief Operating Officer and Global Brand President—Lee (and has served in that role since March 2022). Prior to his current role, Mr. Waldeck was Kontoor’s Executive Vice President (or Vice President) and Global Brand President—Lee since the Spin-Off. He previously served as VF’s Global Brand President, Lee and Rock & Republic from October 2018 to the Spin-Off and President—Lee and Rock & Republic from May 2017 to October 2018. Before joining VF, Mr. Waldeck was with the Adidas Group as Vice President, General Manager, Reebok USA from October 2013 until April 2017, Brand Director, Reebok Korea from May 2010 until October 2013 and Senior Director of Marketing for Equipment, Cleated Footwear from May 2004 until May 2010. He earned a B.S. in Business from Emporia State University. Thomas L. Doerr, Jr. is Executive Vice President, General Counsel and Secretary (and has served in that role since May 2022). Prior to his role at Kontoor, Mr. Doerr served as Executive Vice President (or Senior Vice President), General Counsel & Secretary from November 2017 to May 2022 at The Manitowoc Company, Inc. He previously served as Vice President, General Counsel & Secretary at Jason Industries, Inc., Associate General Counsel at The Manitowoc Company, Inc. and as an associate at the law firm von Briesen & Roper, s.c. He earned his bachelor’s degree in Business Administration from the University of St. Thomas and his law degree from the Marquette University Law School.

  20. Director Nominees

    | Kontoor Brands, Inc. | 17 | 2024 Proxy Statement |

  21. Director Nominees

    Corporate Governance Kontoor’s business is managed under the direction of the Board. The Board regularly assesses its criteria for Board membership to identify the qualifications and skills that directors and candidates should possess. Members of the Board are kept informed of Kontoor’s business through discussions with the Chief Executive Officer and other officers, by reviewing Kontoor’s annual business plan and other materials provided to them and by participating in meetings of the Board and its committees. We believe that, over time, the Board will benefit from a mix of new directors, who will bring fresh ideas and viewpoints, and longer-serving directors who will have developed deep insight into Kontoor’s business and operations. The Board seeks to maintain a balance of directors who have longer terms of service and directors who have joined more recently.

  22. 2023 Engagement Summary

    | Compensation Element | Director Compensation Program | | Annual Cash Retainer | $85,000, paid quarterly arrears in cash | | Annual Equity Retainer | RSUs equaling $160,000(1) | | Committee Fees | None | | Audit Committee Chair Fee | $30,000 | | Talent and Compensation Committee Chair Fee | $25,000 | | Nominating and Governance Committee Chair Fee | $20,000 | | Non-Executive Chair of the Board/Lead Director Retainer | $100,000(2) | | Meeting Fee for Board Meetings in Excess of Ten Meetings During the Year Meetings During the Year | $1,500 per meeting | | Stock Ownership Guidelines | Stock ownership with a fair market value equal to five times the annual cash retainer(3) |

  23. 2023 Engagement Summary

    1.RSUs are fully vested and non-forfeitable at grant and will be settled in shares of Kontoor common stock one year after the date of grant. RSU retainer grants are pro-rated in the year of a director’s initial election to the Board and will vest and be distributed in the same manner as other awards subject to the annual equity grant. The number of RSUs awarded on the applicable grant date is calculated using a 30-day average value of Kontoor’s common stock prior to such date. 2.Mr. Shearer’s additional retainer for his role as Lead Independent Director is $100,000 per year, which is paid 75% in cash and 25% in RSUs. 3.Messrs. Shearer, Lynch, Page, Schiller, and Stewart exceed the target for director stock ownership. Ms. Goldsmith joined the Board in February 2022 and is on target to meet her director ownership target. Ms. Campbell joined the Board in February 2024. Non-employee directors must retain 100% of the net shares resulting from the vesting of RSUs until the guideline is met. Mr. Baxter is the only employee who serves as a director. He is not separately compensated for his service on the Board or as Chair of the Board. The Talent and Compensation Committee has retained CAP as its independent compensation consultant, which assists the Committee with its periodic review of Kontoor’s non-employee director compensation, among other matters. Each non-employee director may elect to defer all or part of his or her cash retainer and fees into equivalent units of Kontoor common stock under the Kontoor Deferred Savings Plan for Non-Employee Directors. All Kontoor common stock equivalent units receive dividend equivalents. Deferred sums are generally payable in cash to the participant upon termination of service in a lump sum or substantially equal annual installments over up to ten (10) years, as specified in advance by the participant. Messrs. Shearer, Lynch and Schiller elected to defer all cash compensation in 2023. Kontoor reimburses non-employee directors for travel and lodging expenses incurred in the performance of their duties. Directors traveling on Kontoor business are covered by Kontoor’s business travel accident insurance policy, which generally covers all Kontoor’s employees and directors. Directors are encouraged to attend formal training programs in areas relevant to the discharge of their duties as directors. Kontoor reimburses expenses incurred by directors attending such programs. Directors are also eligible for discounts on Kontoor products equal to discounts available to all employees of Kontoor. Kontoor does not provide medical or life insurance benefits to its non-employee directors.

  24. 2023 Engagement Summary

    | Kontoor Brands, Inc. | 29 | 2024 Proxy Statement |

  25. 2023 Director Compensation

    2023 Director Compensation

  26. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | Robert K. Shearer | $190,000 | $185,000 | — | $375,000 | | Kathleen S. Barclay(3) | $179,814 | $0 | — | $179,814 | | Mary Campbell(4) | $0 | $0 | — | $0 | | Ashley D. Goldsmith | $102,445 | $160,000 | — | $262,445 | | Robert M. Lynch | $85,000 | $160,000 | — | $245,000 | | Andrew E. Page | $85,000 | $160,000 | — | $245,000 | | Mark L. Schiller | $85,000 | $160,000 | — | $245,000 | | Shelley Stewart, Jr. | $105,000 | $160,000 | — | $265,000 |

  27. 2023 Director Compensation

    1.Kontoor allows its non-employee directors to defer all or a portion of his or her cash retainer and fees under the Kontoor Deferred Savings Plan for Non-Employee Directors. In fiscal 2023, Messrs. Shearer, Lynch and Schiller deferred all cash compensation under the Kontoor Deferred Savings Plan for Non-Employee Directors. 2.Each director serving in fiscal 2023 was awarded 3,282 RSUs on April 1, 2023 in connection with compensation for fiscal 2023. The number of RSUs awarded on the applicable grant date was calculated using a 30-day average value of Kontoor’s common stock prior to such date. The value in this column is the grant date fair value ($48.76 per RSU for the April 1, 2023 grants) computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used are summarized in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 30, 2023. These RSUs, which are fully vested and non-forfeitable at grant, earn dividend equivalents and will be settled in shares of Kontoor common stock one year after the date of grant, on April 1, 2024. The total number of stock awards (including RSUs and phantom shares accounted for in connection with the Kontoor Deferred Savings Plan for Non-Employee Directors) in respect of shares of Kontoor common stock held by each non-employee director as of December 30, 2023 was as follows: Mr. Shearer 36,091; ; Ms. Goldsmith 5,863; Mr. Lynch 8,979; Mr. Page 3,385; Mr. Schiller 8,979; and Mr. Stewart 3,385. None of the non-employee directors hold any options to purchase shares of Kontoor common stock as of December 30, 2023. 3.Ms. Barclay did not stand for re-election at the 2023 Annual Meeting. 4.Ms. Campbell joined the Board in February 2024.

  28. 2023 Director Compensation

    | Kontoor Brands, Inc. | 30 | 2024 Proxy Statement |

  29. 2023 Director Compensation

    Executive Compensation

  30. Executive Summary

    | Fiscal 2023 Compensation Related Action | Overview | | Annual Cash Incentive Design Update | We maintained three financial metrics in the plan that were consistent with our strategy and communication to investors while transitioning the profit metric from Adjusted Profit Before Taxes to Operating Income. Additionally, we modified the weighting of each metric to reflect its relative importance; Revenue (weighted 30%), Gross Margin % (30%), and Operating Income (40%). | | Long-Term Incentive Award Design Update | We maintained Adjusted EPS as a financial metric in the plan while transitioning from Operating Cash Flow to Revenue in support of our go-forward growth strategy. Our cumulative three-year metrics now include Adjusted EPS (weighted 60%) and Revenue (40%). We maintained a three-year relative TSR modifier that will continue to be measured against an industry-focused comparison group. |

  31. Summary of Compensation Philosophy

    The charts below depict approximate percentages for each element of target total direct compensation and demonstrate how compensation is significantly weighted towards variable compensation (annual cash incentives, performance-based restricted stock (“PRSUs”), and time-based restricted stock units (“RSUs”)). Additional detail is provided in the "Components of Total Direct Compensation" section of this Proxy Statement.

  32. Compensation Program Elements

    | Type | Component | Element | Terms | Objective | Performance/ Vesting Period | | Fixed Compensation | Annual Base Salary | Cash | • Fixed pay reflective of an executive’s role, responsibilities and individual performance • Reviewed annually | • Competitively compensate executives for their level of responsibility, skills, experience and sustained individual contribution | N/A | | Performance- Based Compensation | Annual Incentive Award | Cash | • Variable, performance-based cash compensation earned based on achieving pre-established annual goals (subject to adjustment based on achievement of ESG goals) • Annual payouts range from 0% to 200% of the targeted incentive opportunity (+20% or -20% of target award tied to ESG goals, but maximum payout capped at 200%) | • Link compensation to annual operating and strategic performance objectives | One-Year | | | Long-Term Equity Incentive Awards | Performance- Based Restricted Stock Units (“PRSUs”) | • For 2023, variable, performance-based equity compensation earned based on achieving pre-established cumulative financial goals over a three-year performance cycle (subject to adjustment based on fiscal 2023-25 relative TSR) • Payouts range from 0% to 200% of the targeted incentive opportunity (±25% of target award tied to relative TSR, for a maximum payout of 225%) • Dividend equivalent units accumulate during the vesting period, but remain subject to attainment of performance goals and will not be paid unless the underlying PRSUs vest • Paid in shares of Kontoor common stock upon vesting | • Link rewards to long-term operating performance • Link rewards to shareholder value creation through stock price growth • Aid in retention | Three-Years (cliff vesting) | | Time-Based Compensation | Long-Term Equity Incentive Awards | Restricted Stock Units (“RSUs”) | • Dividend equivalent units accumulate during the vesting period, but are not paid unless the underlying RSUs vest • Paid in shares of Kontoor common stock upon vesting | • Link rewards to shareholder value creation through stock price growth • Aid in retention | Three-Years (ratable vesting) |

  33. Governance of Our Compensation Programs

    | WHAT WE DO NOT DO | | | • | No excise tax gross-up payments for executives | | • | No hedging or pledging of Kontoor common stock by executives | | • | No guaranteed salary increases or bonuses | | • | No repricing or cash buyout of underwater stock options without shareholder approval | | • | No evergreen provisions | | • | No employment agreements for executive officers | | • | No liberal share recycling under the 2019 Stock Compensation Plan (the “Stock Plan”) | | • | No payment of dividends on unvested long-term incentives |

  34. Compensation Decision Making Process—Roles and Responsibilities

    | The Talent and Compensation Committee | | | Kontoor’s Talent and Compensation Committee, composed entirely of independent directors, reviews all components of the Program periodically to confirm that they are necessary and appropriate to support Kontoor’s strategic objectives while considering the competitive marketplace for executive talent. In addition to the Committee members, the Lead Independent Director attends all Committee meetings. Refer to www.kontoorbrands.com/investors/corporate-governance/board-committees for the Committee charter and a more fulsome explanation of the Committee’s responsibilities. To summarize, pertaining to its compensation related roles and responsibilities, the Committee: | | | • Reviews and approves Kontoor’s goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates his performance in light of Kontoor’s goals and objectives and sets his compensation levels • Annually reviews the performance evaluations of the other NEOs • Reviews and approves the compensation packages for the other NEOs • Approves annual and long-term incentive award payouts • Annually reviews long-term incentive practices, such as share usage, vehicle use and mix, and performance metrics • Reviews and approves peer group companies referenced when considering the competitiveness of Company performance and director and executive officer compensation programs and levels • Continually monitors external compensation-related governance practices; considers their implementation, as appropriate, and gets periodic reports on such practices and related considerations from its independent compensation consultant | • Reviews total compensation outcomes of our NEOs in the context of actual Company financial performance and shareholder value creation outcomes, over multiple time horizons • Considers the results of the annual advisory “Say-on-Pay” shareholder vote • Reviews and approves executive compensation policies, such as clawback policies and share ownership requirements • Reviews all components of Kontoor’s top executives’ compensation including current cash compensation (base salary and annual cash incentive awards) and assumed value of long-term equity incentive compensation (performance-based RSUs and time-based RSUs) • Reviews all perquisites and other benefits provided to the NEOs, reviews aggregate balances under Kontoor’s deferred compensation plans, considers projected payout levels under termination-of-employment scenarios • Annually reviews and considers a compensation program risk evaluation |

  35. Compensation Decision Making Process—Roles and Responsibilities

    | The Independent Committee Consultant | | | The Committee retained Compensation Advisory Partners LLC (“CAP”) as its independent compensation consultant to assist the Committee in accomplishing its objectives for 2023. The Committee assessed the independence of CAP pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent CAP from providing independent advice to the Committee. The independent Committee consultant will not perform other services for Kontoor without the consent of the Chair of the Committee. The Committee has sole authority to retain or terminate the service of its independent compensation consultant and to approve the consultant’s fees and all terms of such engagement. The scope of the work done by the Committee’s independent consultants included: | | | • Preparing analyses, recommendations and providing other support to inform the Committee’s decisions related to executive and director compensation • At the Committee’s instruction, independently prepare an analysis of compensation, including peer group companies and survey data relating to the named executive officers and certain other executives, as well as benchmarking on non-employee director compensation • Reviewing and commenting on management proposals presented to the Committee • Providing updates on market trends and the regulatory environment as they related to executive and director compensation • Reviewing the Committee charter and providing recommendation and other support to inform the Committee’s related discussions and decisions | • Working with the Committee to validate the executive pay-for-performance relationship, support of alignment with stockholders • Meeting with the Committee Chair and the Committee outside the presence of management, and participating in preparatory sessions for Committee meetings • At the Committee’s request, a representative of CAP attended all meetings and a majority of executive sessions of the Committee during 2023 • Meeting independently with the Committee Chair and Committee members, as requested • Annually reviewing the industry peer group of publicly traded companies whose compensation data is considered by the Committee in its decision-making (collectively, the “Peer Group”) |

  36. Committee Process for Determining Compensation

    Competitive Compensation Targets and the Role of the Peer Group- The Committee annually reviews the composition of Kontoor’s Peer Group, comprised of companies that are of comparable size, and meet a majority of several criteria, such as: •having similar products and/or customers, •having strong brands that are respected and well-known, and •having wholesale operations and domestic U.S. sales. As part of its process for making compensation decisions in 2023, the Committee approved the following Peer Group constituent companies, which had been updated in 2022 as described below, for purposes of supporting senior executive pay decisions:

  37. Committee Process for Determining Compensation

    At the time the Peer Group was approved, Kontoor's revenues and market cap ranked between the 25th percentile and 50th percentile. In addition, we currently participate in and use several executive compensation surveys for NEO positions, including the Willis Towers Watson Retail Executive Compensation Survey, the Equilar Top 25 Survey, the Willis Towers Watson General Industry Executive Compensation Survey, and the Radford Global Compensation Database. The surveys provide general market data for relevant positions at companies with revenues and market cap similar to Kontoor in both the apparel/retail industry and broader market. In July 2022, the Committee reviewed the composition of the Peer Group and, considering the recommendation from CAP, removed Tapestry, Inc. and Capri Holdings Limited from the Peer Group due to their relatively large market capitalization and focus on luxury goods and apparel, and added Canada Goose Holdings Inc. and The Buckle, Inc. due to their comparable business models and to bring additional balance to the size of the organizations in the Peer Group. For fiscal 2023, Kontoor used the Peer Group data as a reference point, in combination with executive compensation survey data, to assess each NEO’s target total direct compensation (i.e., salary, annual cash incentive, and the grant date fair value of long-term incentives). Other factors were also considered, such as the scope of the executive’s duties, the executive’s experience in their role and the executive’s individual performance in their role and relative to their peers. In July 2023, the Committee reviewed the composition of the Peer Group, resulting in no changes. As of July 2023, Kontoor’s revenues ranked between the Peer Group 25th percentile and 50th percentile, and Kontoor’s market cap ranked between the Peer Group 50th percentile and 75th percentile.

  38. Components of Total Direct Compensation

    | Executive | Base Salary | Annual Cash Incentive Award | Long-Term Equity Incentive Awards | Performance-Based Portion(1) | At-Risk Portion(2) | | Scott H. Baxter | 13% | 20% | 67% | 60% | 87% | | Joseph A. Alkire | 28% | 21% | 51% | 52% | 72% | | Thomas E. Waldron | 24% | 20% | 56% | 54% | 76% | | Christopher M. Waldeck | 24% | 20% | 56% | 54% | 76% | | Thomas L. Doerr, Jr. | 38% | 24% | 38% | 47% | 62% | | Rustin E. Welton(3) | 27% | 21% | 52% | 52% | 73% |

  39. Components of Total Direct Compensation

    1.“Performance-Based Portion” includes Annual Cash Incentive Award and PRSUs. 2.“At-Risk Portion” includes Annual Cash Incentive Award and Long-Term Equity Incentive Awards. 3.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  40. Annual Cash Incentives

    Annual Cash Incentives Kontoor has an annual cash incentive program (the “AIP”). Senior executives are eligible to participate in the AIP if selected by the Committee. The AIP focuses employee attention on Kontoor’s annual performance measured against pre-established goals. The incentives are designed to motivate Kontoor’s employees by providing payments for achieving and exceeding goals related to Kontoor’s annual business plan and strategic priorities. Under the AIP, annual performance goals are set by the Committee. While it is the policy of the Committee to provide opportunities for annual incentive compensation for achievement of pre-established performance goals based primarily on financial measures, the Committee also retains discretion to pay bonuses apart from the AIP, reflecting its subjective assessment of the value of accomplishments of Kontoor’s senior executive officers which, in the Committee’s view, cannot always be anticipated in advance or reflected in such pre-established goals. The Committee sets the targeted annual incentive opportunities under the AIP for executives after considering the Peer Group compensation data, the recommendations of the Chief Executive Officer (other than with respect to his compensation) and analysis by the Committee’s independent compensation consultant. The Committee also makes a general assessment as to the relative amounts of annual incentives for the NEOs to make sure they are, in the Committee’s judgment, fair and reasonable. The following table summarizes the fiscal 2023 AIP targets for the NEOs.

  41. Annual Cash Incentives

    | Executive | Fixed Base Salary | AIP Target | AIP Target | | Scott H. Baxter | $1,250,000 | 150% | $1,875,000 | | Joseph A. Alkire (1) | $700,000 | 75% | $176,918 | | Thomas E. Waldron | $750,000 | 80% | $600,000 | | Christopher M. Waldeck | $750,000 | 80% | $600,000 | | Thomas L. Doerr, Jr. | $549,000 | 65% | $356,850 | | Rustin E. Welton(2) | $673,000 | 75% | $504,750 |

  42. Annual Cash Incentives

    1.Mr. Alkire became Kontoor’s Executive Vice President and Chief Financial Officer effective August 31, 2023; his award was prorated for the number of days of service during the fiscal year. 2.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023. Our Performance Goals—The structure of the AIP seeks to align Kontoor’s strategic growth plans and focus on the most impactful drivers of annual shareholder return. The Committee identified the following key metrics as the foundation for annual bonus payouts for the NEOs:

  43. Annual Cash Incentives

    | Metric | Rationale | | GAAP Revenue | Key measure of top line growth indicating the company’s ability to generate reported sales growth. | | Gross Margin | Key metric used to measure the quality of the company’s revenue growth and equity of its brands. | | Operating Income | Key measure used to assess the fundamental performance of the company’s core operations. |

  44. Annual Cash Incentives

    The Committee believes these three metrics are the most important performance outcomes to create shareholder value, while securing our future as a global leader in lifestyle apparel. In addition, these metrics align with those used by companies in our Peer Group to motivate management. Additionally, the 2023 AIP continued to include a modifier designed to reinforce operational performance through strategic environmental, social, and governance practices. The AIP performance goals for 2023 were set in line with Kontoor’s strategy to deliver consistent, profitable growth that provides sustainable, long-term returns for Kontoor’s shareholders while considering the impact of external factors on short-term performance. The goals reflected a number of factors, including Kontoor’s strategic growth plan and value creation model and long-term commitments to our shareholders.

  45. Annual Cash Incentives

    | Kontoor Brands, Inc. | 41 | 2024 Proxy Statement |

  46. Annual Cash Incentives

    The Kontoor performance goals are measured at threshold, target and maximum amounts. Details of the performance goals and 2023 results are shown below:

  47. Fiscal Year 2023 Kontoor AIP Performance Goals

    Fiscal Year 2023 Kontoor AIP Performance Goals

  48. Fiscal Year 2023 Kontoor AIP Performance Goals

    | | | Performance Levels(1) | | | Year Ended December 2023 | | | (Dollars in thousands) Performance Metric | Metric Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Adjusted Result(2) | AIP Performance Result(3) | | GAAP Revenue | 30% | $2,350,000 | $2,684,000 | $2,825,000 | $2,607,472 | $2,592,833 | | Gross Margin | 30% | 42.0% | 43.8% | 44.6% | 41.9% | 42.0% | | Operating Income(4) | 40% | $330,000 | $376,000 | $420,000 | $333,596 | $335,117 |

  49. Fiscal Year 2023 Kontoor AIP Performance Goals

    1.Performance achievement is interpolated between levels. 2.Non-GAAP Financial Information: The financial information above has been presented on a GAAP basis and on an adjusted basis. These adjusted presentations are non-GAAP measures. See “Appendix B-Reconciliation of Adjusted Financial Measures” at the end of this document for a reconciliation of these adjusted measures. 3.When assessing AIP performance, the Committee may adjust for certain preestablished items including the effects of impairment charges, restructuring charges, unplanned impact of trade tariffs, other extraordinary items, regulatory changes, non-recurring items and required changes in accounting policies, and differences between actual foreign exchange rates and the foreign exchange rates used in Kontoor’s 2023 financial plan. For 2023 the Committee began with GAAP revenue, adjusted gross margin, and operating income as reported in our earnings release, and further adjusted the results for a $1.4 million non-recurring item related to advisory fees, as well as differences between actual foreign exchange rates and the foreign exchange rates used in Kontoor’s 2023 financial plan. 4.Threshold performance for the Operating Income metric must be attained or exceeded in order for the ESG modifier to apply to award payouts. Based on the performance achieved against the goals listed above, the payout percentage for the fiscal 2023 AIP was determined to be 63% prior to the application of the ESG modifier. ESG Modifier—The 2023 AIP continued to leverage an ESG modifier designed to promote and reward Kontoor’s ongoing commitment to support our operational performance through improved sustainability practices and worker well-being. The 2023 ESG modifier consisted of four metrics that could each modify the AIP payout by plus or minus 5%. A positive modifier would apply if we achieved these goals, and a negative modifier would apply if we failed to meet these goals. The total potential modifier impact ranged from -20% to +20%. Regardless of performance on the ESG modifier final payouts were capped at 200% of target. Additionally, the ESG modifier would not apply unless Operating Income met or exceeded a threshold level of performance listed above. The 2023 ESG metrics were selected based on their alignment with Kontoor’s business plan and priorities. Performance relative to the selected metrics is determined by the Committee based on pre-established targets and the Committee’s assessment of performance relative to the selected metrics. The table below summarizes the goals and results of the 2023 ESG modifier:

  50. Fiscal Year 2023 Kontoor AIP Performance Goals

    | ESG Modifier Component | Goal | Result | 2023 AIP Impact | | Renewable Energy | Greater than 10% of our internal manufacturing electricity is powered by renewable energy by Dec. 31, 2023. | Achieved | +5% | | Worker Well-Being | Greater than 55% of our factories have a worker well-being or community development program by Dec. 31, 2023. | Achieved | +5% | | Water Savings | Complete the attainment of our 2025 water savings goal during fiscal 2023; the goal was to save over 10 billion liters of freshwater since the inception of the program in 2008. | Achieved | +5% | | Carbon Reduction | Build required calculations for Green House Gases (GSG) business emissions reporting; implement required calculations for Scope 1 and 2 emissions reporting in our software platform by Dec. 31, 2023. | Achieved | +5% |

  51. Fiscal Year 2023 Kontoor AIP Performance Goals

    The Committee reviewed the Company’s achievement against the ESG modifier performance goals for fiscal 2023 and determined that an increase of 20% of target performance incentive payments should be applied based on the achievement of each component of

  52. Fiscal Year 2023 Kontoor AIP Performance Goals

    | Kontoor Brands, Inc. | 42 | 2024 Proxy Statement |

  53. Fiscal Year 2023 Kontoor AIP Performance Goals

    the ESG goals. As a result, the Committee determined payout for fiscal 2023 performance at 83%. The payments made to the NEOs under the AIP for 2023 are set forth in the table below:

  54. Fiscal Year 2023 Kontoor AIP Performance Goals

    | Executive | FY2023 Base Salary | FY2023 AIP Target | FY2023 AIP Target | FY2023 AIP Performance Factor | FY2023 AIP Award | | Scott H. Baxter | $1,250,000 | 150% of salary | $1,875,000 | 83% | $1,556,250 | | Joseph A. Alkire (1) | $700,000 | 75% of salary | $176,918 | 83% | $146,842 | | Thomas E. Waldron | $750,000 | 80% of salary | $600,000 | 83% | $498,000 | | Christopher M. Walden | $750,000 | 80% of salary | $600,000 | 83% | $498,000 | | Thomas L. Doerr, Jr. | $549,000 | 65% of salary | $356,850 | 83% | $296,186 | | Rustin E. Welton(2) | $673,000 | 75% of salary | $504,750 | 83% | $418,943 |

  55. Fiscal Year 2023 Kontoor AIP Performance Goals

    1.Mr. Alkire became Kontoor’s Executive Vice President and Chief Financial Officer effective August 31, 2023. His AIP target was prorated for the number of days of service during the fiscal year. 2.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023. In the future, the Committee may set targets related to not only Company financial performance, but also Company non-financial performance goals, as well as individual, regional, business unit and similar performance goals.

  56. Long-Term Incentive Awards

    Long-Term Incentive Awards We provide equity incentive awards to our NEOs to support retention and focus on building long-term stockholder value through their future performance. In fiscal 2023, we provided the following forms of long-term incentive compensation to our NEOs:

  57. Long-Term Incentive Awards

    | | Performance-Based RSUs—PRSUs are designed to align the interests of Kontoor executives with those of shareholders by encouraging the executives to enhance the value of Kontoor common stock and improve the performance of selected metrics. Earned shares vest and are issued at the end of the three-year performance cycle and range from 0% of target for below threshold performance to 225% of target for maximum performance. PRSUs are granted annually in overlapping performance cycles and serve as a tool to align pay and company performance and to retain our NEOs. Dividend equivalents are paid only on the shares actually earned and paid out. At the payout date, the cash value of dividend equivalents is converted into additional shares. Time-Based RSUs—Align pay and company performance as reflected in our stock price, encourage retention of our NEOs’ and promote continued holding of company stock by our senior executives. RSUs awarded in fiscal 2023 vest over a three-year period in 33% installments at each anniversary of the grant date. Dividend equivalents are paid only on the shares actually vested and paid out. At the payout date, the cash value of dividend equivalents is converted into additional shares. |

  58. Fiscal 2023-2025 Performance-Based RSU Plan Awards

    Fiscal 2023-2025 Performance-Based RSU Plan Awards

  59. Fiscal 2023-2025 Performance-Based RSU Plan Awards

    | Performance Measure | Weight | Rationale | | Revenue | 40% | Aligns executive pay with the company’s strategy to generate sales growth | | Adjusted EPS(1) | 60% | Supports strong alignment with shareholder value creation | | Relative Total Shareholder Return (rTSR) Modifier(2) | +/-25% | Further aligns executive pay to our shareholders interests |

  60. Fiscal 2023-2025 Performance-Based RSU Plan Awards

    1.Adjusted earnings per share is our reported earnings per share for the year ended adjusted for restructuring and separation costs and other non-recurring expenses.

  61. Fiscal 2023-2025 Performance-Based RSU Plan Awards

    | Kontoor Brands, Inc. | 43 | 2024 Proxy Statement |

  62. Fiscal 2023-2025 Performance-Based RSU Plan Awards

    2.rTSR Peer Group consists of the Apparel, Accessories, and Luxury Goods companies in our Industry Peer Group, as well as Apparel, Accessories, and Luxury Goods companies in the Russell 3000 Index: Canada Goose Holdings Inc., Capri Holdings Limited, Carter’s Inc., Columbia Sportswear Co., Ermenegildo Zegna N.V., Fossil Group, Inc., G-III Apparel Group, Ltd., Gildan Activewear Inc., Hanesbrands Inc., Levi Strauss & Co., Lululemon Athletica Inc., Movado Group, Inc., Oxford Industries, Inc., PLBY Group, Inc., PVH Corp., Ralph Lauren Corporation, Superior Group of Companies, Inc., Tapestry, Inc., Under Armor, Inc., V.F. Corporation. Performance-Based Restricted Stock Units (60% of Annual LTI Awards)—In fiscal 2023, we awarded executives performance-based RSUs (“PRSUs”) under the Stock Plan. At the beginning of the 2023-2025 performance period, the Committee established the performance measures to be used, their weightings, and the levels of performance on those measures for the entire three-year performance period that will generate threshold, target, and maximum payouts. We use cumulative three-year performance to determine the number of 2023 PRSUs earned, because we believe a cumulative three-year performance goal focuses our NEOs on long-term performance goals. The number of performance shares delivered at the end of the three-year performance cycle may range from 0% of target for below threshold performance to 50% of target for threshold performance and up to 200% of target for maximum performance. When the performance threshold is met, payouts are determined on a linear interpolation basis for performance levels between threshold and target and between target and maximum. The number of shares earned may be increased (not to exceed 225% of target) or decreased based on the achievement of rTSR performance against the companies in the rTSR Peer Group. At the end of the three-year performance period, the payout for each participant will be unaffected if Kontoor’s TSR is between the 25th and 75th percentile of TSR of the Peer Group companies over the period; increase in the amount of 25% of the participant’s target award if Kontoor’s TSR is greater than or equal to the 75th percentile of TSR of Peer Group companies over the period, or decrease in the amount of 25% of the participant’s target award if Kontoor’s TSR is equal to or below the 25th percentile of TSR of the Peer Group companies over the period. Time-Based Restricted Stock Units (40% of Annual LTI Awards)—Executives were also awarded time-based restricted stock units (“RSUs”) under the Stock Plan in fiscal 2023. The RSUs consist of awards of the right to receive stock as determined by the Committee at the end of a specified restricted period, subject generally to continued employment. Dividend equivalents shall be paid or credited on RSUs, but any such dividend equivalents shall be subject to the same risk of forfeiture, other restrictions and deferral of settlement, if applicable, as apply to the underlying RSUs. The RSUs vest ratably in annual installments over three years. The LTI target award amounts established by Kontoor for the NEOs for the 2023-2025 performance period are set forth below:

  63. Fiscal 2023-2025 Performance-Based RSU Plan Awards

    | Name | FY2023 PRSUs Awarded(1) | FY2023 RSUs Awarded | Total Value FY2023 LTI Award(2) | | Scott H. Baxter | $3,825,000 | $2,550,000 | $6,375,000 | | Joseph A. Alkire (3) | $382,500 | $255,000 | $637,500 | | Thomas E. Waldron | $1,032,000 | $688,000 | $1,720,000 | | Christopher M. Walden | $1,032,000 | $688,000 | $1,720,000 | | Thomas L. Doerr, Jr. | $336,000 | $224,000 | $560,000 | | Rustin E. Welton | $765,000 | $510,000 | $1,275,000 |

  64. 1.Represents the PRSUs to be awarded at target performance

    1.Represents the PRSUs to be awarded at target performance 2.The 2023 PRSU and RSU awards are set forth in the Grants of Plan-Based Awards table on page 51. The values attributable to RSUs, as set forth in this CD&A, were determined using an estimate of the 30-day average value of Kontoor’s common stock prior to the relevant grant date, which reflects the manner in which these awards were considered by the Committee when calculating the number of RSUs granted to each of our NEOs. This method differs from the grant date fair value, as determined for accounting purposes, which is the method used for purposes of reflecting the value of RSUs in the Stock Awards column of the Summary Compensation Table on page 49 and the Grant Date Fair Value of Stock and Option Awards column of the Grants of Plan-Based Awards Table on page 51. 3.The amount listed reflects Mr. Alkire’s annual award prorated by 50% based on his hire date of August 31, 2023. As part of his offer to join Kontoor Brands, and to compensate for forfeited equity awards from a previous employer, Mr. Alkire was provided a sign-on equity award in the amount of $1.6 million at target performance. This award consisted 60% of performance-based RSUs and 40% of time-based RSUs. 50% of the time-based RSU award will vest on the first anniversary date of the grant and 50% will vest on the second anniversary date. The performance-based RSUs are associated with the fiscal year 2023-2025 LTI performance conditions.

  65. Fiscal 2021-2023 Performance-Based RSU Performance Goals and Results

    Fiscal 2021-2023 Performance-Based RSU Performance Goals and Results Due to the lack of historical performance data as a stand-alone company and the higher risk of goal obsolescence associated with the establishment of multi-year performance goals following the Spin-Off, as well as the ongoing business disruption and uncertainty caused by the COVID-19 pandemic, the three-year performance cycle for the PRSUs granted in 2021 consisted of a one-year performance period for fiscal 2021, and a cumulative two-year performance period for fiscal 2022 and fiscal 2023. For award payout purposes, the results from the fiscal 2021 performance period were weighted at one-third, and the cumulative performance for fiscal 2022 and fiscal 2023 were weighted at two-thirds. Beginning with the fiscal 2022 award, we began using a cumulative three-year performance period for our PRSU grants. For the 2021 period, performance was calculated at 200% of target as previously disclosed in our DEF 14A filed March 9, 2023. This result was weighted by one-third and calculated to a weighted performance payout of 66.7% for this component of the PRSUs granted in 2021. In 2022, the Committee established cumulative goals for the second and third year of the fiscal 2021-2023 performance cycle. Details of the performance goals and results are shown below:

  66. Fiscal 2021-2023 Performance-Based RSU Performance Goals and Results

    | | | Performance Levels(1) | | | For the Two Fiscal Years Ended December 2023 | | | | (Dollars in thousands) Performance Metric | Metric Weighting | Threshold (50%) | Target (100% | Maximum (200%) | Result(2) | Performance Result(3) | Payout Percentage | | Operating Cash Flow | 40% | $590,000 | $655,000 | $720,000 | $440,134 | $440,134 | —% | | Adjusted EPS | 60% | $9.05 | $10.06 | $11.05 | $8.75 | $9.10 | 52.4% | | Weighted Average | | | | | | | 31.4% |

  67. Fiscal 2021-2023 Performance-Based RSU Performance Goals and Results

    1.Performance achievement is interpolated between levels. 2.Non-GAAP Financial Information: The financial information above includes non-GAAP measures. See “Appendix B-Reconciliation of Adjusted Financial Measures” at the end of this document for a reconciliation of these adjusted measures. 3.When assessing performance, the Committee adjusts for certain preestablished items intended to focus results for payout purposes on those more reasonably within the control of participants and generally not significantly driven by one-time events or macroeconomic factors, including the effects of impairment charges, restructuring charges, unplanned impact of trade tariffs, other extraordinary items, regulatory changes, non-recurring items and required changes in accounting policies, and differences between actual foreign exchange rates and the foreign exchange rates used in Kontoor’s financial plan. For 2023, the Committee began with adjusted EPS, as reported in our earnings release, and further adjusted the results for extraordinary items related to a charge for duty expense related to prior period as disclosed in our fiscal year 2023 fourth quarter and full year earnings release, a $1.4 million non-recurring item related to advisory fees, as well as differences between actual foreign exchange rates and the foreign exchange rates used in Kontoor’s 2023 financial plan. For the cumulative two-year performance period for fiscal 2022 and fiscal 2023, performance was calculated to be 31.4% of target performance. This result was weighted by two-thirds and therefore calculated to a weighted performance payout of 21.0% for this component of the PRSUs granted in 2021. The number of PRSUs earned for the fiscal 2021 award could be increased or decreased based on Kontoor’s total shareholder return (“TSR”) relative to the companies in the Russell 3000 Index during the fiscal 2021-2023 performance period. The payout for each participant would be unaffected if Kontoor’s TSR was between the 25th and 75th percentiles of the Index companies; increased by 25% if Kontoor’s TSR was greater than or equal to the 75th percentile of the Index companies; or decreased by 25% if Kontoor’s TSR was equal to or below the 25th percentile of the Index companies. For the fiscal 2021-2023 performance period, Kontoor’s TSR relative to the Index companies was determined to be at the 76th percentile, resulting in a 25% increase in the number of PRSUs earned for the fiscal 2021 award. Therefore, the Committee determined that the level of achievement for the PRSUs granted in fiscal 2021 was 112.7% of target, determined by adding the weighted achievement of the PRSU goals for fiscal 2021 (66.7%), and the weighted achievement of the goals for the fiscal 2022-2023 performance period (21.0%) and the relative TSR modifier (25%) as outlined in the table below.

  68. Fiscal 2021-2023 Performance-Based RSU Performance Goals and Results

    | Kontoor Brands, Inc. | 45 | 2024 Proxy Statement |

  69. Fiscal 2021-2023 Performance-Based RSU Performance Goals and Results

    | Performance Period | Payout | | FY21 | 66.7%(1) | | FY22 - FY23 | 21.0%(2) | | Total Result of Financial Goals | 87.7% | | Relative TSR Modifier(3) | 25.0% | | Final FY21 - FY23 PRSU Payout | 112.7% |

  70. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Kontoor’s U.S.-based senior executives, including the NEOs, are permitted to defer compensation and receive a limited amount of matching credits under the Kontoor Brands Executive Deferred Savings Plans. Each Kontoor NEO participates in the Kontoor Brands Executive Deferred Savings Plan II, while only Mr. Waldron participates in the Kontoor Brands Executive Deferred Savings Plan. These plans enable executives to save for retirement on a tax-deferred basis. Nonqualified deferred compensation is discussed in further detail within the supporting tables under the caption “2023 Nonqualified Deferred Compensation.”

  71. Pension Benefits

    Pension Benefits Kontoor does not maintain a defined benefit pension plan.

  72. Pension Benefits

    | Kontoor Brands, Inc. | 46 | 2024 Proxy Statement |

  73. Change-in-Control Agreements

    Change-in-Control Agreements Kontoor has entered into Change-in-Control Agreements (the “Agreements”) with certain Kontoor senior executives, including the NEOs, that provide the executives with certain severance benefits in the event their employment with Kontoor is terminated under certain circumstances, as defined in the Agreements, subsequent to a change in control of Kontoor (i.e., “double-trigger” terminations). The Agreements are designed to reinforce and encourage the continued attention and dedication of such executives to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of Kontoor. Kontoor believes that change-in-control arrangements are an important component of a competitive compensation package necessary to attract and retain qualified senior executives. The Agreements are described and quantified below in the “Potential Payments Upon Change in Control, Retirement or Termination of Employment” section. Under the terms of the Agreements, the executives would also be entitled to supplemental benefits, such as accelerated rights to exercise stock options, accelerated lapse of restrictions on restricted stock, restricted stock units and performance-based restricted stock units and continued life, medical and dental insurance, for specified periods after termination. Upon a change in control of Kontoor, Kontoor also will pay all reasonable legal fees and related expenses incurred by the executive as a result of the termination of his or her employment or in obtaining or enforcing any right or benefit provided by the Agreements.

  74. Retention and Special Awards

    Retention and Special Awards Retention equity awards may be made by the Committee from time to time to attract or retain key executives and are designed to promote long-term employment with Kontoor. Awards of restricted stock units for retention purposes under the Stock Plan are not part of regular annual compensation and are not treated as part of total direct compensation as discussed above. Other than the special sign-on compensation granted to Mr. Alkire in connection with his commencement of employment discussed above under “Long-Term Incentive Compensation Awards,” no special equity awards were granted to the NEOs in 2023.

  75. Clawback Policy

    Clawback Policy During 2023, the Committee modified our policy for the recovery of cash and equity incentive compensation from officers and certain other employees (these are generally referred to as “recoupment” or “clawback” policies) in response to the SEC’s recently issued regulations and the implementing stock exchange listing standards. Under the policy as modified, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. The policy also continues to provide that the Committee may require a covered employee to forfeit or return an equity-based incentive award or repay cash-based incentive compensation if Kontoor is required to prepare an accounting restatement as a result of the covered employee’s misconduct, if the covered employee engages in misconduct materially detrimental to Kontoor or if otherwise required by applicable laws, rules or regulations. The award agreements for performance-based restricted stock units, time-based restricted stock units, restricted stock awards and options under the Stock Plan include provisions respecting such recovery.

  76. Summary Compensation Table for Fiscal 2023

    Summary Compensation Table for Fiscal 2023 The following table summarizes the compensation of our NEOs in fiscal 2023, 2022 and 2021.

  77. Summary Compensation Table for Fiscal 2023

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Scott H. Baxter President, Chief Executive Officer and Chair of the Board | 2023 | $1,237,500 | — | $6,843,613 | — | $1,556,250 | — | $303,698 | $9,941,061 | | | 2022 | $1,175,000 | — | $8,271,109 | — | $1,566,000 | — | $400,319 | $11,412,428 | | | 2021 | $1,075,770 | — | $5,682,517 | — | $2,970,000 | — | $251,583 | $9,979,870 | | Joseph A. Alkire Executive Vice President and Chief Financial Officer(6) | 2023 | $234,231 | $200,000 | $2,350,228 | — | $146,842 | — | $239,476 | $3,170,777 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — | | Thomas E. Waldron Executive Vice President, Co-Chief Operating Officer and Global Brand President – Wrangler | 2023 | $743,750 | — | $1,846,434 | — | $498,000 | — | $98,277 | $3,186,461 | | | 2022 | $681,250 | — | $2,226,244 | — | $504,600 | — | $108,575 | $3,520,669 | | | 2021 | $539,096 | — | $1,318,164 | — | $826,000 | — | $77,587 | $2,760,847 | | Christopher M. Waldeck Executive Vice President, Co-Chief Operating Officer and Global Brand President – Lee | 2023 | $743,750 | — | $1,846,434 | — | $498,000 | — | $98,277 | $3,186,461 | | | 2022 | $681,250 | — | $2,226,244 | — | $504,600 | — | $108,248 | $3,520,342 | | | 2021 | $539,097 | — | $1,318,164 | — | $826,000 | — | $77,587 | $2,760,848 | | Thomas L. Doerr, Jr. Executive Vice President, General Counsel & Secretary | 2023 | $544,250 | — | $601,171 | — | $296,186 | — | $64,565 | $1,506,172 | | | 2022 | $313,923 | $200,000 | $1,848,140 | — | $299,715 | — | $31,718 | $2,693,496 | | | 2021 | — | — | — | — | — | — | — | — | | Rustin E. Welton Former Executive Vice President and Chief Financial Officer(7) | 2023 | $667,250 | — | $1,368,795 | — | $418,943 | — | $84,603 | $2,539,591 | | | 2022 | $638,750 | — | $1,791,733 | — | $424,125 | — | $111,985 | $2,966,593 | | | 2021 | $591,673 | — | $1,318,164 | — | $908,000 | — | $73,373 | $2,891,210 |

  78. Summary Compensation Table for Fiscal 2023

    1.Values in this column represent discretionary and/or sign-on bonuses paid to Mr. Alkire and Mr. Doerr. 2.The amounts shown in this column reflect the aggregate grant date fair value of the stock awards (RSUs and PRSUs) computed in accordance with FASB ASC Topic 718. The Company made certain updates to the amounts included in this column in respect of fiscal 2020 to reflect the grant date fair values of PRSUs, as determined in accordance with FASB ASC Topic 718. The valuation assumptions used are summarized in Note 17 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 30, 2023 (“Form 10-K”). The grant date fair value of RSUs granted in 2023 is calculated using the closing price per share of Kontoor common stock on the date of grant ($48.39). The same methodology was also used to determine the grant date fair value of the RSUs granted in 2022 and 2021. The dollar amounts equal to the aggregate grant date fair value of RSUs granted in 2023 include for Mr. Baxter, $2,530,652 (52,297 RSUs that vest ratably in 2024, 2025 and 2026); for Mr. Alkire, $863,708 (5,504 RSUs that vest ratably in 2024, 2025 and 2026 and 13,814 RSUs that vest ratably in 2024 and 2025); for Mr. Waldron, $682,783 (14,110 RSUs that vest ratably in 2024, 2025, and 2026); for Mr. Waldeck, $682,783 (14,110 RSUs that vest ratably in 2024, 2025, and 2026); for Mr. Doerr, $222,304 (4,594 RSUs that vest ratably in

  79. Summary Compensation Table for Fiscal 2023

    | Kontoor Brands, Inc. | 49 | 2024 Proxy Statement |

  80. Summary Compensation Table for Fiscal 2023

    2024, 2025 and 2026; and for Mr. Welton, $506,159 (10,460 RSUs that vest ratably in 2024, 2025, and 2026). Dividend equivalents accrue on these RSUs subject to the same vesting requirements as apply to the RSUs. The grant date fair value of the PRSUs granted in 2023 was based on the closing share price on the grant date, April 1, 2023 ($48.39), and the probable outcome of the applicable performance goals. The financial performance goals for the PRSUs granted in 2023 relate to revenue and adjusted earnings per share over the 2023-2025 performance cycle and may result in actual payouts ranging from 0 to 200% of the targeted award. The PRSUs are also subject to a relative total shareholder return modifier covering the full three-year performance cycle, which may increase or decrease actual payouts under the PRSUs by plus or minus 25%. As a result, actual payouts may range from 0 to 225% of the targeted award. The grant date fair value of the PRSUs attributable to the relative total shareholder return component is based on a Monte Carlo valuation as of the actual date of grant. Dividend equivalents are earned on PRSUs subject to the same performance-based vesting requirements as apply to PRSUs. The aggregate grant date fair value of PRSUs granted in 2023 were: •for Mr. Baxter, $4,312,961 (consisting of $3,796,002 attributable to the revenue and adjusted earnings per share performance measures for the 2023-2025 cycle, and $516,959 attributable to relative total shareholder return for the 2023-2025 cycle); •for Mr. Alkire, $1,486,520 (consisting of $1,295,562 attributable to the revenue and adjusted earnings per share performance measures for the 2023-2025 cycle, and $190,958 attributable to relative total shareholder return for the 2023-2025 cycle). The amounts shown for Mr. Alkire include amounts attributable to the PRSUs he received as part of his sign-on equity award when he joined our company in 2023 to compensate for forfeited equity awards from a previous employer. Mr. Alkire also received a pro-rated annual grant of PRSUs); •for Mr. Waldron, $1,163,651 (consisting of $1,024,174 attributable to the revenue and adjusted earnings per share performance measures for the 2023-2025 cycle, and $139,477 attributable to relative total shareholder return for the 2023-2025 cycle); •for Mr. Waldeck, $1,163,651 (consisting of $1,024,174 attributable to the revenue and adjusted earnings per share performance measures for the 2023-2025 cycle, and $139,477 attributable to relative total shareholder return for the 2023-2025 cycle); •for Mr. Doerr, $378,867 (consisting of $333,455 attributable to the revenue and adjusted earnings per share performance measures for the 2023-2025 cycle, and $45,412 attributable to relative total shareholder return for the 2023-2025 cycle); and •for Mr. Welton, $862,636 (consisting of $759,239 attributable to the revenue and adjusted earnings per share performance measures for the 2023-2025 cycle, and $103,397 attributable to relative total shareholder return for the 2023-2025 cycle). Assuming achievement of the financial performance goals at the maximum level, the grant date fair value of such PRSU awards would have been as follows: Mr. Baxter, $9,057,964; Mr. Alkire, $3,105,972; Mr. Waldron, $2,443,870; Mr. Waldeck, $2,443,870; Mr. Doerr, $795,687; and Mr. Welton, $1,811,685. For a discussion of the performance goals applicable to the PRSU awards, as well as vesting, forfeiture and other terms applicable to the PRSU and RSU awards, see “Compensation Discussion and Analysis” on pages 43-46. 3. The amounts in this column for 2023 represent cash awards earned under the AIP. The payments for 2023 are expected to be made on or about March 8, 2024. 4. Kontoor does not maintain a defined benefit pension or actuarial pension plan and therefore no amounts are reported in 2023, 2022, and 2021. 5. The amounts for 2023 include matching contributions under the Kontoor Executive Deferred Savings Plan II (the “EDSP II”) as follows: Mr. Baxter, $147,630; Mr. Alkire, $4,251; Mr. Waldron, $54,642; Mr. Waldeck, $54,642; Mr. Doerr, $27,719; and Mr. Welton, $45,269. This amount also includes $19,800 in matching contributions under the 401(k) Plan for Mr. Baxter, Mr. Waldron, Mr. Waldeck, and Mr. Welton; $6,700 for Mr. Alkire; and $15,202 for Mr. Doerr. For Mr. Baxter, this amount also includes the following: (1) $3,584 for an annual physical (which includes a tax gross up thereon in the amount of $1,584); (2) $19,533 for financial planning services (which includes a tax gross up thereon in the amount of $8,633); and (3) $113,150, as the incremental cost of personal use of our corporate aircraft. We calculated the incremental cost of the personal use of our corporate aircraft based on the variable operating costs to us, which include (i) fuel, (ii) supplies, (iii) crew travel expenses, (iv) aircraft communications, (v) outside services such as airport handling and parking, (vi) supplemental crew and (vii) a portion of the cost of a maintenance contract. Because our aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage. In reviewing the cap on the amount personal aircraft use provided to Mr. Baxter, the Committee considered industry specific data and general industry data, as well as the location of our corporate headquarters in Greensboro, North Carolina relative to larger airport hubs. Additionally, this perquisite was reviewed by the Committee in conjunction with the position of Mr. Baxter’s total target compensation relative to the industry per group median. For Mr. Alkire, this amount also includes $228,556 in connection with relocation (which includes a tax gross up thereon in the amount of $66,737). For Mr. Waldron, this amount also includes (1) $4,302 for an annual physical (which includes a tax gross up thereon in the amount of $1,902); and (2) $19,533 for financial planning services (which includes a tax gross up thereon in the amount of $8,633). For Mr. Waldeck, this amount includes the following: (1) $4,302 for an annual physical (which includes a tax gross up thereon in the amount of $1,902); and (2) $19,533 for financial planning services (which includes a tax gross up thereon in the amount of $8,633). For Mr. Doerr, this amount includes (1) $5,615 for an annual physical (which includes a tax gross up thereon in the amount of $1,665); and (2) $16,029 for financial planning services (which includes a tax gross up thereon in the amount of $5,129. For Mr. Welton, this amount also includes $19,533 for financial planning services (which includes a tax gross up thereon in the amount of $8,633). 6. Mr. Alkire became Kontoor’s Executive Vice President and Chief Financial Officer effective August 31, 2023. 7. Mr. Welton retired as Executive Vice President and Chief Executive Officer, and as an executive officer of our company, effective August 31, 2023.

  81. Summary Compensation Table for Fiscal 2023

    | Kontoor Brands, Inc. | 50 | 2024 Proxy Statement |

  82. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  83. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date(1) | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | | | Scott H. Baxter | | | 937,500 | 1,875,000 | 3,750,000 | | | | | | | | | | 4/1/23 | 2/20/23 | | | | 39,223 | 78,446 | 176,504 | | | | 4,312,961(4) | | | 4/1/23 | 2/20/23 | | | | | | | 52,297 | | | 2,530,652(5) | | Joseph A. Alkire(6) | | | 88,459 | 176,918 | 353,836 | | | | | | | | | | 9/15/23 | 7/28/23 | | | | 14,489 | 28,977 | 65,198 | | | | 1,486,520(7) | | | 9/15/23 | 7/28/23 | | | | | | | 19,318 | | | 863,708(8) | | Thomas E. Waldron | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | | | 4/1/23 | 2/20/23 | | | | 10,583 | 21,165 | 47,621 | | | | 1,163,651(4) | | | 4/1/23 | 2/20/23 | | | | | | | 14,110 | | | 682,783(5) | | Christopher M. Waldeck | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | | | 4/1/23 | 2/20/23 | | | | 10,583 | 21,165 | 47,621 | | | | 1,163,651(4) | | | 4/1/23 | 2/20/23 | | | | | | | 14,110 | | | 682,783(5) | | Thomas L. Doerr, Jr. | | | 178,425 | 356,850 | 713,700 | | | | | | | | | | 4/1/23 | 2/20/23 | | | | 3,446 | 6,891 | 15,505 | | | | 378,867(4) | | | 4/1/23 | 2/20/23 | | | | | | | 4,594 | | | 222,304(5) | | Rustin E. Welton(9) | | | 252,735 | 504,750 | 1,009,500 | | | | | | | | | | 4/1/23 | 2/20/23 | | | | 7,845 | 15,690 | 35,303 | | | | 862,636(4) | | | 4/1/23 | 2/20/23 | | | | | | | 10,460 | | | 506,159(5) |

  84. 2023 Grants of Plan-Based Awards

    1.All equity awards are granted under the Stock Plan. 2.The amounts in these columns represent the threshold, target and maximum annual incentive awards under the AIP, as described above in the “Compensation Discussion and Analysis” on pages 41-42. Depending upon the level of achievement of each of the specified performance goals, annual cash awards could range from 0% to 200% of the targeted incentive opportunity for each AIP participant. 3.The amounts in these columns represent the threshold, target and maximum PRSU awards for the three-year performance cycle January 1, 2023–January 3, 2026. Depending on the average level of achievement of certain performance goals during the three years of the performance cycle, payouts of awards could range up to a maximum of 200% of the target award, and potentially plus or minus an additional 25% of the target award depending on Kontoor’s TSR as compared to the TSR of the identified 19 industry-relevant companies over the performance cycle. Awards are shown at a target payout level of 100% in the table above. For a discussion of the performance goals applicable to the PRSU awards, as well as vesting, forfeiture and other terms, see “Compensation Discussion and Analysis” on pages 43-44. 4.In February 2023, the Talent and Compensation Committee approved the following PRSU awards for the three-year performance cycle January 1, 2023–January 3, 2026: Mr. Baxter 78,446 PRSUs; Mr. Waldron 21,165 PRSUs; Mr. Waldeck 21,165 PRSUs; Mr. Doerr 6,891 PRSUs; and Mr. Welton 15,690 PRSUs. The grant date fair value attributable the financial performance goals applicable to these awards and the relative total shareholder return component of these awards is set forth in the table above. The methodology to determine grant date fair value is described in Footnote 2 of the Summary Compensation Table. 5.In February 2023, the Talent and Compensation Committee approved the following RSU awards that each vest ratably in 2024, 2025 and 2026: Mr. Baxter 52,297 RSUs; Mr. Waldron 14,110 RSUs; Mr. Waldeck 14,110 RSUs; Mr. Doerr 4,594 RSUs; and Mr. Welton 10,460 RSUs. The grant date of these awards was April 1, 2023. The aggregate fair value of the RSUs was computed in accordance with FASB ASC Topic 718 and was calculated by multiplying the closing price of Kontoor common stock on the date of grant ($48.39) by the number of RSUs granted. See Footnote 2 to the Summary Compensation Table. The assumptions used are summarized in Note 17 to our audited financial statements included in our Form 10-K. 6.Mr. Alkire became Kontoor’s Executive Vice President and Chief Financial Officer effective August 31, 2023. 7.In July 2023, the Talent and Compensation Committee approved a target pro-rated annual award of 8,256 PRSUs relating to the three-year performance cycle January 1, 2023 – January 3, 2026, as well as a sign-on target award of 20,721 PRSUs for the same performance cycle. 8.In July 2023, the Talent and Compensation Committee approved the following RSU awards: Mr. Alkire 5,504 PRSUs that vest ratably in 2024, 2025, and 2026; 13,814 RSUs granted that vest 50% on the first anniversary of the grant and vest 50% on the second anniversary of the grant. The grant date of these awards was September 15, 2023. The aggregate fair value of the RSUs was computed in accordance with FASB ASC Topic 718 and was calculated by multiplying the closing price of Kontoor common stock on the date of grant ($44.71) by the number of RSUs granted. See Footnote 2 of the Summary Compensation Table. The assumptions used are summarized in Note 17 to our audited financial statements included in our Form 10-K. 9.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  85. 2023 Grants of Plan-Based Awards

    | Kontoor Brands, Inc. | 51 | 2024 Proxy Statement |

  86. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023

  87. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards(1)(2) | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares, or Units of Stock That Have Not Vested(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Stock That Have Not Vested(3)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | Scott H. Baxter | 2/18/15 | 114,966 | $31.07 | 2/17/25 | | | | | | | 2/23/16 | 135,424 | $25.27 | 2/22/26 | | | | | | | 2/22/17 | 184,403 | $22.04 | 2/21/27 | | | | | | | 2/21/18 | 119,160 | $30.84 | 2/20/28 | | | | | | | 4/01/21 | | | | 13,983(6) | $872,799 | | | | | 4/01/22 | | | | 38,728(7) | $2,417,425 | | | | | 4/01/23 | | | | 53,934(8) | $3,366,560 | | | | | 4/01/21 | | | | 68,407(9) | $4,269,946 | | | | | 4/01/22 | | | | | | 40,260(10) | $2,512,918 | | | 4/01/23 | | | | | | 78,446(11) | $4,896,599 | | Joseph A. Alkire | 9/15/23 | | | | 5,551(8) | $346,484 | | | | | 9/15/23 | | | | 13,932(14) | $869,608 | | | | | 9/15/23 | | | | | | 8,256(11) | $515,340 | | | 9/15/23 | | | | | | 20,721(11) | $1,293,405 | | Thomas E. Waldron | 4/01/21 | | | | 3,107(6) | $193,963 | | | | | 4/01/22 | | | | 11,103(7) | $693,019 | | | | | 4/01/23 | | | | 14,552(8) | $908,318 | | | | | 4/01/21 | | | | 15,201(9) | $948,868 | | | | | 4/01/22 | | | | | | 11,542(10) | $720,420 | | | 4/01/23 | | | | | | 21,165(11) | $1,321,119 | | Christopher M. Waldeck | 4/01/21 | | | | 3,107(6) | $193,963 | | | | | 4/01/22 | | | | 11,103(7) | $693,019 | | | | | 4/01/23 | | | | 14,552(8) | $908,318 | | | | | 4/01/21 | | | | 15,201(9) | $948,868 | | | | | 4/01/22 | | | | | | 11,542(10) | $720,420 | | | 4/01/23 | | | | | | 21,165(11) | $1,321,119 | | Thomas L. Doerr, Jr. | 7/15/22 | | | | 3,411(7) | $212,924 | | | | | 7/15/22 | | | | 7,920(12) | $494,380 | | | | | 4/01/23 | | | | 4,738(8) | $295,734 | | | | | 7/15/22 | | | | 13,121(9) | $818,996 | | | | | 7/15/22 | | | | | | 3,597(10) | $224,525 | | | 7/15/22 | | | | | | 5,567(13) | $347,492 | | | 4/01/23 | | | | | | 6,891(11) | $430,136 |

  88. Outstanding Equity Awards at Fiscal Year-End 2023

    | Kontoor Brands, Inc. | 52 | 2024 Proxy Statement |

  89. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards(1)(2) | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares, or Units of Stock That Have Not Vested(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Stock That Have Not Vested(3)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | Rustin E. Welton(15) | 4/01/21 | | | | 3,107(6) | $193,963 | | | | | 4/01/22 | | | | 8,229(7) | $513,667 | | | | | 4/01/23 | | | | 10,787(8) | $673,353 | | | | | 4/01/21 | | | | 15,201(9) | $948,868 | | | | | 4/01/22 | | | | | | 8,556(10) | $534,034 | | | 4/01/23 | | | | | | 15,690(11) | $979,370 |

  90. Outstanding Equity Awards at Fiscal Year-End 2023

    1.Awards granted prior to the Spin-Off are shown on an as converted to Kontoor basis. 2.All options are non-qualified stock options awarded under the VF Stock Plan prior to the Spin-Off, which were converted to Kontoor options in the Spin-Off. Each option vests and becomes exercisable in 33 1/3% increments on the first, second and third anniversaries of the date of grant, subject to continued employment. Options generally become fully vested and exercisable upon the executive’s death or termination of the executive’s employment due to disability or in the event of certain terminations following a change in control of Kontoor. All options have a ten-year term but, in the event of certain terminations of the optionee’s employment, the options generally expire on an accelerated basis, as follows: 36 months after retirement, death or termination due to disability; at the end of the period severance payments are made (if any) in the case of involuntary termination; and at the time of any voluntary termination. 3.For all RSUs granted, dividends are reinvested at the dividend payment date in additional shares that are subject to the same vesting and other restrictions as the original award. The amounts in this column include accumulated dividend equivalents and accrued dividends as of that date. 4.The market value of restricted awards reported in this column was computed by multiplying $62.42, the closing market price of Kontoor’s common stock at December 30, 2023, by the number of shares or units of stock awarded. For RSUs, the amount also includes the value of accumulated dividend equivalents and accrued dividends as of that date. 5.As further discussed in Footnotes 10 and 11 below, the number of shares or units and values in these columns assume an achievement level at the threshold level of 50% of target , or 100% of target, as applicable. The final level of achievement for the awards in these columns may differ. The market value of PRSUs was calculated by multiplying the applicable percentage of the target number of PRSUs awarded (the number of shares in the chart is rounded to the nearest whole number; the dollar value is based on the actual number of shares including fractional shares) by $62.42, the closing market price of Kontoor’s common stock at December 30, 2023. For a discussion of vesting, forfeiture, and other terms applicable to the PRSUs, see the “Compensation Discussion and Analysis” on pages 43-45. 6.The number represents the number of RSUs that were awarded under the Stock Plan in 2021 to the following NEOs: Mr. Baxter 37,461 RSUs; Mr. Waldron 8,325 RSUs; Mr. Waldeck 8,325 RSUs; and Mr. Welton 8,325 RSUs. RSUs vest ratably over three years and will fully vest in 2024, provided that the NEO remains an employee of Kontoor. 7.The number represents the number of RSUs that were awarded under the Stock Plan in 2022 to the following NEOS: Mr. Baxter 53,680; Mr. Waldron 15,389 RSUs; Mr. Waldeck 15,389 RSUs; Mr. Doerr 4,796 RSUs; and Mr. Welton 11,407 RSUs. RSUs vest ratably over three years and will fully vest in 2025, provided that the NEO remains an employee of Kontoor. 8.The number represents the number of RSUs that were awarded under the Stock Plan in 2023 to the following NEOs: Mr. Baxter 52,297 RSUs; Mr. Alkire 5,504 RSUs; Mr. Waldron 14,810 RSUs; Mr. Waldeck 14,810 RSUs; Mr. Doerr 4,594 RSUs; and Mr. Welton 10,460 RSUs. RSUs vest ratably over three years and will fully vest in 2025, provided that the NEO remains an employee of Kontoor. 9.The number represents the number of Kontoor PRSUs that were earned in 2021 for the three-year performance cycle ending December 30, 2023 based on achievement at 112.7% of target (rounded to the nearest whole number of shares), which was the actual level of achievement for the performance cycle, plus additional PRSUs representing the accumulated dividend equivalents accrued over the period from the grant date through December 30, 2023. 10.The number represents the number of Kontoor PRSUs that were awarded in 2022 for the three-year performance cycle ending December 28, 2024 multiplied by achievement at the threshold performance level of 50% of target (rounded to the nearest whole number of shares) because performance through December 30, 2023 was trending below threshold. The amounts reflected above are not necessarily indicative of future payouts for the PRSUs, which are not now known, but will ultimately be determined based on our actual performance through the entire three-year performance cycle (and which may be higher or lower than the threshold payout level). 11.The number represents the number of Kontoor PRSUs that were awarded in 2023 for the three-year performance cycle ending January 3, 2026 multiplied by achievement at a level of 100% of target (rounded to the nearest whole number of shares). The amounts reflected above are not necessarily indicative of future payouts for the PRSUs, which are not now known but will ultimately be determined based on our actual performance through the entire three-year performance cycle (and which may be higher or lower than the 200% payout level). 12.The number represents the number of RSUs that were awarded under the Stock Plan in 2022 to Mr. Doerr: 14,845 RSUs which will vest 50% upon the first anniversary of the grant and will vest 50% upon the second anniversary of the grant, provided that Mr. Doerr remains an employee of Kontoor. 13.The number represents the target number of Kontoor PRSUs that were awarded in 2022 as a sign-on award, 50% of which related to the 2022- 2024 performance cycle and 50% of which relate to the 2021-2023 performance cycle. The amounts reflected above are not necessarily indicative of future payouts for the PRSUs, which are not now known but will ultimately be determined based on our actual performance through the entire three-year performance cycle (and which may be higher or lower than the 200% payout level). 14.The number represents the number of RSUs that were awarded under the Stock Plan in 2023 to Mr. Alkire: 13,814 RSUs which will vest 50% upon the first anniversary of the grant and will vest 50% upon the second anniversary of the grant, provided that Mr. Alkire remains an employee of Kontoor. 15.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  91. Outstanding Equity Awards at Fiscal Year-End 2023

    | Kontoor Brands, Inc. | 53 | 2024 Proxy Statement |

  92. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information for our NEOs regarding stock option exercises and stock award vesting during fiscal 2023.

  93. 2023 Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(1)(2) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Scott H. Baxter | — | — | 122,070 | $5,570,090 | | Joseph A. Alkire | — | — | — | — | | Thomas E. Waldron | 73,575 | $1,717,151 | 29,428 | $1,344,717 | | Christopher M. Waldeck | 41,495 | $956,206 | 29,428 | $1,344,717 | | Thomas L. Doerr, Jr | — | — | 9,440 | $369,685 | | Rustin E. Welton(3) | 73,692 | $1,720,914 | 28,035 | $1,277,904 |

  94. 2023 Option Exercises and Stock Vested

    1.The options and stock awards listed include awards that were exercised and/or vested in 2023. The awards include grants by VF prior to the Spin-Off. To the extent a VF award was converted into a Kontoor award, it is presented above on an as converted basis and reflects application of the Spin-Off conversion ratio of 2.425563. See the “Compensation Discussion and Analysis” on page 54 for a discussion of the treatment of VF awards in the Spin-Off. 2.These columns report the number and value of vested RSU awards, including accrued dividends and dividend equivalents. The aggregate dollar amount reported as vested was computed by multiplying the number of RSUs by the fair market value of the underlying shares on the vesting date (the number of shares in the chart is rounded to the nearest whole number; the dollar value is based on the actual number of shares including fractional shares). No amounts reported in these columns were deferred by the executive officers. The fair market value is defined under the Stock Plan to be the average of the high and low price of Kontoor common stock on the applicable date. 3.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  95. 2023 Option Exercises and Stock Vested

    | Kontoor Brands, Inc. | 54 | 2024 Proxy Statement |

  96. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation Kontoor provides its senior executives, including our NEOs, with the opportunity to defer compensation under the Kontoor Brands Executive Deferred Savings Plan (the “EDSP”) and the Executive Deferred Savings Plan II (the “EDSP II”). While all of our NEOs participate in the EDSP II, only Mr. Waldron participates in the EDSP. No NEO made any contributions to, and Kontoor did not make any contributions to, any account under the EDSP in 2023. The terms of the EDSP II permit an eligible executive to defer into a hypothetical “account,” on a pre-tax basis, annual cash compensation in excess of the IRS annual compensation limit for 401(k) Plan contributions (but not more than 50% of the executive’s annual salary and 75% of the executive’s annual cash incentive payment). A participating executive’s account is also credited with matching credits equal to 100% on the first 6% of annual compensation deferred by the executive for the year. Earnings below the IRS annual compensation limit are eligible for contributions to the 401(k) Plan. The 401(k) Plan is a broad-based tax-qualified defined contribution plan for most U.S. employees of Kontoor. A participant is credited with matching contributions equal to 100% on the first 6% of the annual compensation contributed by the participant, up to the IRS annual compensation limit. Accounts deferred are payable in either a lump sum or in up to ten annual installments following termination of employment, as elected by the executive at the time of deferral. Prior to termination of employment, an executive may receive a distribution of the executive’s deferred account upon an unexpected financial hardship. Accounts under the EDSP and EDSP II are credited with earnings and losses based on certain hypothetical investments selected by the executive. The hypothetical investment alternatives available to executives include various funds. Executives may change such hypothetical investment elections on a daily basis (although Kontoor generally restricts its senior officers from changing their hypothetical investment elections with respect to the Kontoor common stock fund). The following table provides information with respect to each plan that provides for nonqualified deferred compensation in which our NEOs participate. For 2023, each of our NEOs participated in the EDSP II, and Mr. Waldron participated in the EDSP.

  97. 2023 Nonqualified Deferred Compensation

    | Name | Plan | Executive Contribution in Last FY(1) | Kontoor Contribution in Last FY(2) | Aggregate Earning in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 30, 2023(4) | | Scott H. Baxter | EDSP II | $1,257,404 | $147,630 | $1,411,894 | $0 | $10,838,232 | | Joseph A. Alkire | EDSP II | $11,308 | $4,251 | $1,110 | $0 | $16,669 | | Thomas E. Waldron | EDSP II | $74,843 | $54,642 | $471,099 | $0 | $2,982,499 | | | EDSP | $0 | $0 | $81,266 | $0 | $459,446 | | Christopher M. Waldeck | EDSP II | $95,027 | $54,462 | $125,746 | $0 | $688,225 | | Thomas L. Doerr, Jr. | EDSP II | $32,611 | $27,719 | $11,619 | $0 | $100,393 | | Rustin E. Welton(5) | EDSP II | $65,429 | $45,269 | $228,938 | $0 | $1,748,904 |

  98. 2023 Nonqualified Deferred Compensation

    1.Amounts reported in this column are included as salary and non-equity incentive compensation in the Summary Compensation Table. The type of compensation permitted to be deferred is cash compensation. 2.Amounts reported in this column are included as All Other Compensation in the Summary Compensation Table. The matching contribution for qualified executives is 100% on the first 6% of compensation deferred by the NEO under the EDSP II (for compensation in excess of the 401k compensation limit, which was $330,000 in 2023). 3.This column includes earnings and (losses) on deferred compensation balances. Such amounts are not “above-market” or “preferential” and therefore are not reported as compensation in the Summary Compensation Table. 4.This column reflects the aggregate of salary and non-equity incentive awards deferred by each NEO during his or her career with Kontoor (and VF prior to the Spin-Off) plus the aggregate amount of contributions by Kontoor (and VF prior to the Spin-Off) and the investment earnings thereon. Amounts deferred each year by the NEOs have been reported in the Summary Compensation Table in the year earned. 5.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  99. 2023 Nonqualified Deferred Compensation

    | Kontoor Brands, Inc. | 55 | 2024 Proxy Statement |

  100. Potential Payments Upon Change in Control, Retirement or Termination of Employment

    Potential Payments Upon Change in Control, Retirement or Termination of Employment The following section describes payments that would have been made to each of our NEOs and related benefits as a result of their termination of employment with Kontoor due to (i) a termination of service in the event of a change in control of Kontoor, (ii) the executive’s retirement, (iii) the executive’s death or disability; (iv) a termination by Kontoor without “cause,” (v) a termination by Kontoor with “cause,” or (vi) the executive’s resignation, assuming these events occurred on December 30, 2023. The descriptions below do not include the following amounts that the executives also would have received in all termination scenarios: a.the aggregate balance disclosed in the Nonqualified Deferred Compensation table above; b.the value of the executive’s vested “in-the-money” unexercised stock options; the executive would be able to realize such value by exercise of the options prior to any termination, or during the exercise period that is available following termination unless the executive is terminated by Kontoor without “cause” with no severance, the executive resigns for a reason other than retirement or the executive is terminated by Kontoor with “cause”; or c.in the case of death, disability, retirement or certain other scenarios in Kontoor’s discretion, the executive’s portion of the AIP payment for the year ended, as disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. Our NEOs do not have employment contracts with Kontoor; all of their potential payments outlined below are defined in benefit plan documents described in this Proxy Statement. As described below under “Payments Upon Retirement,” as a result of retirement, executives do not receive enhanced benefits other than under the terms of certain equity awards, pursuant to which an executive who retires would not forfeit his awards due to retirement.

  101. Potential Payments Upon a Change in Control of Kontoor

    Potential Payments Upon a Change in Control of Kontoor Kontoor has entered into Change-in-Control Agreements (the “Change-in-Control Agreements”) with each of the NEOs. The Change-in-Control Agreements provide severance benefits to each of the NEOs only if his or her employment is terminated by Kontoor without cause or for good reason by any of the NEOs within the 24-month period after a change in control of Kontoor. The Change-in-Control Agreements have a term of two years with automatic 12-month extensions. The Change-in-Control Agreements may be terminated by Kontoor, unless Kontoor has actual knowledge of an event or transaction that if consummated would constitute a change in control of Kontoor and, if a change in control has occurred, the Change-in-Control Agreements may not be terminated until two years after the change in control. Generally, severance benefits payable to our NEOs include a lump-sum payment of an amount equal to 2.99 times the sum of the executive’s highest annual salary within the year preceding termination plus the highest amount of annual cash incentive awarded to the executive during the three fiscal years prior to the date on which the executive’s employment is terminated following a change in control of Kontoor (but not less than the target annual cash incentive for the year of termination). Under the terms of the Change-in-Control Agreements, upon a qualifying termination, the executives would also be entitled to supplemental benefits, such as payment of a pro rata portion of non-equity incentive compensation, accelerated vesting of stock options, accelerated lapse of restrictions on RSUs, continued life, medical and dental insurance for specified periods after termination, entitlements under retirement plans and a lump-sum retirement related payment. In the case of PRSUs, the PRSUs would be deemed earned based on the actual performance achieved through the date of termination projected for the entire performance cycle (except if performance in completed years is below-target, the uncompleted years are projected at target), and such PRSUs would vest in full (without pro-ration). The total payments to be made to an executive in the event of termination of employment upon a change in control of Kontoor potentially could exceed the level of “parachute payments” (as that term is defined in the Code) that would trigger the “golden parachute excise tax,” which could result in imposition of excise taxes on the executive and loss of tax deductibility for Kontoor. However, if the parachute payments exceed the maximum amount that could be paid to the executive without giving rise to an excise tax, then the parachute payments will be reduced to just below that amount which would trigger the excise tax if such reduction would result in the NEO receiving an equal or greater after-tax benefit than he or she would receive if the full separation benefits were paid.

  102. Potential Payments Upon a Change in Control of Kontoor

    | Kontoor Brands, Inc. | 57 | 2024 Proxy Statement |

  103. Potential Payments Upon a Change in Control of Kontoor

    The following table shows the payments to which each of our NEOs would be entitled in connection with their termination of employment by Kontoor without cause or by the executive for good reason following a change in control of Kontoor, assuming the triggering event occurred on December 30, 2023:

  104. Potential Payments Upon a Change in Control of Kontoor

    | Name | Severance Amount | Bonus | Unvested RSU and PRSU Awards | Unvested Stock Options | Estimated Value of Benefit Continuation | Total | | Scott H. Baxter | $12,617,800 | $1,875,000 | $20,852,788 | $0 | $55,129 | $35,400,717 | | Joseph A. Alkire | $3,662,750 | $525,000 | $3,024,836 | $0 | $55,129 | $7,267,715 | | Thomas E. Waldron | $4,712,240 | $600,000 | $5,506,896 | $0 | $55,129 | $10,874,265 | | Christopher M. Waldeck | $4,712,240 | $600,000 | $5,506,896 | $0 | $92,976 | $10,912,112 | | Thomas L. Doerr, Jr. | $2,708,492 | $356,850 | $3,396,594 | $0 | $92,075 | $6,554,011 | | Rustin E. Welton | $4,727,190 | $504,750 | $4,378,057 | $0 | $92,866 | $9,702,863 |

  105. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability Termination due to death or disability would not result in any enhanced benefits, but under the terms of certain equity awards, an executive would not forfeit his awards due to death or disability terminations. To the extent one year has passed since the grant date, RSUs vest in full without proration upon termination due to death or disability. Participants with PRSUs will receive the total number of PRSUs actually earned upon a termination for death or disability. Options generally fully vest upon termination due to death or disability and are exercisable for thirty-six months following such termination date. The following table shows the estimated value of all unvested restricted stock or RSUs, unvested PRSUs and unexercisable options on December 30, 2023, assuming the executive had terminated employment due to death or disability:

  106. Payments Upon Termination Due to Death or Disability

    | Name | Unvested RSU Awards | Unvested PRSU Awards(1) | Unvested Stock Options | Total | | Scott H. Baxter | $3,290,224 | $14,195,995 | $0 | $17,486,219 | | Joseph A. Alkire(2) | $0 | $1,808,744 | $0 | $1,808,744 | | Thomas E. Waldron | $886,982 | $3,711,596 | $0 | $4,598,578 | | Christopher M. Waldeck | $886,982 | $3,711,596 | $0 | $4,598,578 | | Thomas L. Doerr, Jr. | $707,304 | $2,393,556 | $0 | $3,100,860 | | Rustin E. Welton(3) | $707,630 | $2,999,602 | $0 | $3,707,232 |

  107. Payments Upon Termination Due to Death or Disability

    1.Under our PRSUs, upon death or disability, PRSUs earnable for the incomplete cycles (2022-2024 and 2023-2025) would not be forfeited but would remain fully subject to the performance requirements, so that PRSUs would only be earned upon completion of the performance periods and only to the extent performance goals were actually achieved over the performance period. Therefore, the value shown is at target because actual values cannot be calculated until the conclusion of the performance cycle. 2.Mr. Alkire became Kontoor’s Executive Vice President and Chief Financial Officer effective August 31, 2023. 3.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  108. Payments Upon Termination Without Cause

    Payments Upon Termination Without Cause In the event of a termination by Kontoor without “cause” prior to a change in control, if the executive has been an active participant for at least 12 months in a performance cycle, the executive would be eligible to receive a pro rata portion of the total number of PRSUs based on actual performance for the full performance cycle, with pro-ration based on the part of the cycle in which the executive remained employed plus the period, if any, during which salary-related severance payments are made. To the extent one year has passed since the grant date, a prorated portion of Kontoor RSUs would also vest. The NEOs have no rights to severance pay in the event of a termination by Kontoor without “cause” prior to a change in control. Amounts that would be paid in respect of PRSUs and RSUs are as follows:

  109. Payments Upon Termination Without Cause

    | Name | Unvested RSU Awards | Unvested PRSU Awards | Unvested Stock Options | Total | | Scott H. Baxter | $3,290,224 | $9,299,395 | $0 | $12,589,619 | | Joseph A. Alkire(1) | $0 | $0 | $0 | $0 | | Thomas E. Waldron | $886,982 | $2,390,477 | $0 | $3,277,459 | | Christopher M. Waldeck | $681,649 | $1,909,756 | $0 | $2,591,405 | | Thomas L. Doerr, Jr. | $489,879 | $1,581,725 | $0 | $2,071,604 | | Rustin E. Welton(2) | $551,170 | $1,663,883 | $0 | $2,215,053 |

  110. Payments Upon Termination Without Cause

    2.Mr. Welton retired as Executive Vice President and Chief Financial Officer, and as an executive officer of our company, effective August 31, 2023.

  111. Payments Upon Termination Without Cause

    | Kontoor Brands, Inc. | 59 | 2024 Proxy Statement |

  112. Payments Upon Termination for Cause or Resignation

    Payments Upon Termination for Cause or Resignation In the event of a termination for “cause” or resignation not qualifying as retirement, each NEO would receive no additional compensation and any outstanding equity awards would be forfeited.

  113. Pay Versus Performance Table

    Pay Versus Performance Table

  114. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) (a) | Summary Compensation Table Total for PEO(5) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary CompensationTable Total for Non-PEO NEOs(5) (d) | Average CompensationActually Paid to Non-PEO NEOs(3) (e) | KTB Total Shareholder Return (f) | S&P 1500 Apparel Retail Index Total Shareholder Return(2) (g) | KTB GAAP Net Income ($) (h) | KTB Adjusted EPS(4) (i) | | 2023 | $9,941,061 | $18,546,137 | $2,717,892 | $4,536,644 | $169.98 | $161.65 | $230,994,000 | $4.26 | | 2022 | $11,412,428 | $10,073,865 | $3,175,275 | $3,019,955 | $104.55 | $130.00 | $245,493,000 | $4.49 | | 2021 | $9,979,870 | $15,136,974 | $2,375,813 | $2,968,532 | $127.77 | $131.74 | $195,423,000 | $4.28 | | 2020 | $6,222,014 | $5,245,625 | $1,742,947 | $1,477,039 | $98.08 | $112.02 | $67,923,000 | $2.61 |

  115. Pay Versus Performance Table

    1.Our Chief Executive Officer, Scott H. Baxter, served as our Principal Executive Officer (“PEO”) in 2023, 2022, 2021 and 2020. Our other NEOs (“Non-PEO NEOs”) included: a.For 2023, Joseph A. Alkire (who served for four months in 2023), Thomas L. Doerr, Jr, Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. b.For 2022, Thomas L. Doerr, Jr. (who served for seven months in 2022), Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. c.For 2021, Laurel E. Krueger (who served for eight months in 2021), Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. d.For 2020, Laurel E. Krueger, Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. 2.The total shareholder return amounts shown in this column differ from the amounts shown in the proxy statement filed in 2023, for the years ended 2022, 2021, and 2020, due to a correction in the methodology used to calculate total shareholder return. 3.The compensation actually paid amounts shown in this column differ from the amounts shown in the proxy statement filed in 2023, for the years ended 2022, 2021, and 2020, due to a correction in the methodology used to calculate compensation actually paid for our PEO and the average compensation paid to our non-PEO NEOs. 4.The Company has identified Adjusted EPS as the company-selected measure for the pay versus performance disclosure, representing the most important financial performance measure used to link compensation actually paid to the PEO and the other NEOs in 2023 to the Company's performance. See “Appendix B-Reconciliation of Adjusted Financial Measures” at the end of this document for a reconciliation to the most directly comparable GAAP measure. 5.For each year, the values included in columns (c) and (e) for the compensation actually paid to our PEO and the average compensation paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively:

  116. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Reconciliation of Summary Compensation Totals and Compensation Actual Paid | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total (columns (b) and (d)) | $9,941,061 | $2,717,892 | $11,412,428 | $3,175,275 | $9,979,870 | $2,375,813 | $6,222,014 | $1,742,947 | | +/- Net Change in Pension | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | +/- Net Change in Stock Awards | $8,605,076 | $1,818,752 | $(1,338,563) | $(155,320) | $5,097,130 | $593,381 | $(832,067) | $(244,350) | | +/- Net Change in Option Awards | $0 | $0 | $0 | $0 | $59,974 | $(662) | $(144,322) | $(21,558) | | Compensation Actually Paid | $18,546,137 | $4,536,644 | $10,073,865 | $3,019,955 | $15,136,974 | $2,968,532 | $5,245,625 | $1,477,039 |

  117. Pay Versus Performance Table

    | Kontoor Brands, Inc. | 60 | 2024 Proxy Statement |

  118. Pay Versus Performance Table

    For each year, the value of stock awards and stock options awards used to calculate Compensation Actually Paid reflect the following assumptions:

  119. Pay Versus Performance Table

    | | 2023 | 2022 | 2021(1) | 2020 | | Restricted Stock Units | | | | | | Stock Price | $39.16 - $62.42 | $39.91 – $46.90 | $41.47 – $51.25 | $17.72 –$42.22 | | Performance Stock Units | | | | | | Stock Price | $62.42 | $44.11 | $51.25 | $40.56 | | Performance Multiplier | 67% - 148% | 107% – 114% | 82% – 222% | 88% – 107% | | Stock Options | | | | | | Stock Price | | | $40.56 – $43.41 | $17.66 – $41.99 | | Expected Life | | | 4.2 – 6.6 | 3.3 – 6.0 | | Risk-Free Rate | | | 0.4% – 0.6% | 0.4% – 1.6% | | Volatility | | | 53.7% – 56.1% | 35.9% – 56.7% | | Dividend Yield | | | 3.7% – 3.9% | 5.3% – 9.1% |

  120. Pay Versus Performance Table

    1. The performance multiplier shown for 2021 reflects a correction to the performance multiplier shown in this section of our proxy statement filed in 2023.

  121. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures

  122. Relationship Between Compensation Actually Paid and Performance Measures

    | Period | Change in Compensation Actually Paid to PEO | Change in Average Compensation Actually Paid to Other NEOs | KTB Cumulative TSR | Peer Group Cumulative TSR | Change in KTB GAAP Net Income | Change in KTB Adjusted EPS | | 2020 to 2023 | 254% | 207% | 70% | 62% | 240% | 63% |

  123. Relationship Between Compensation Actually Paid and Performance Measures

    •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative TSR. From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 254% and 207%, respectively, compared to the Company’s 70% cumulative TSR over the same time period. •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income. From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 254% and207%, respectively, compared to a 240% increase in our GAAP Net Income over the same time period. •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Adjusted EPS. From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 254% and 207%, respectively, compared to a 63% increase in our Adjusted EPS over the same time period. •Relationship Between the Company’s TSR and the Peer Group TSR. The cumulative TSR for the Peer Group disclosed in the table above was 62% from 2020 to 2023 as compared to the Company’s TSR, which was 70% over the same time period.

  124. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio Kontoor is a global lifestyle apparel company focused on the design, manufacturing, sourcing, marketing and distribution of a portfolio of brands. Approximately 68% of our workforce is located in Latin America and Mexico, 20% is located in the U.S., and 12% is located in the Asia-Pacific Countries (APAC) and Europe, Middle East and Africa (EMEA) regions. As required by SEC rules, we are reporting the ratio of the annual total compensation of our CEO to the annual total compensation of our “median employee.” The latter is an estimate calculated consistent with SEC rules, based on our payroll and employment records and the methodology described below. SEC rules allow a variety of methodologies and exclusions and permit reasonable estimates and assumptions. Kontoor has a large global workforce, with approximately 9,300 employees in Latin America and Mexico performing manufacturing and production-based roles as of December 30, 2023. To identify our median employee for fiscal 2023, we began by identifying all of the employees in our active global employee population as of September 30, 2023, which comprised 13,336 full-time, part-time, temporary, and seasonal employees in 25 countries throughout the world. Of that population, 2,791 were U.S. employees and 10,545 were non-U.S. employees. Under the de minimis exemption provided by the SEC rules, we excluded all of our approximately 28 employees based in India, and 5 employees based in Sweden, which represented less than 5% of our total workforce. After excluding the employees based in India and Sweden, we determined the identity of our median employee from a population of 13,303 employees, 2,791 of which were U.S. employees and 10,512 of which were non-U.S. employees. We then ranked all of the employees in this population by their total cash compensation – a combination of salary and overtime (paid on an hourly, weekly, biweekly or monthly basis) plus a variety of other cash-based incentive pay (including bonuses and other types of production based pay typical for their respective positions) -- received during the nine-month period ended September 30, 2023. We did not annualize the compensation of employees included in the calculation who were hired during the nine-month period but who were not employed for the full period. Total cash compensation of employees paid in foreign currencies was converted into U.S. dollars using the applicable currency exchange rate in effect as of September 29, 2023. We did not make any cost-of-living adjustments. Based on the process described above, we determined that our fiscal 2023 median employee was a full-time, Mexico-based production operator whose fiscal 2023 annual total compensation was $8,044, calculated in accordance with the requirements of the Summary Compensation Table. Our CEO received $9,941,061 in annual total compensation for the same period. Therefore, the ratio of the fiscal 2023 annual total compensation of our CEO to the fiscal 2023 annual total compensation of our median employee was estimated to be 1,236:1.

  125. 2023 CEO Pay Ratio

    | Kontoor Brands, Inc. | 62 | 2024 Proxy Statement |