DEF 14A of Kontoor Brands, Inc., Mar 6, 2025

DEF 14A of Kontoor Brands, Inc.

Filed Mar 6, 2025 · FY20240001760965-25-000017

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Scott Baxter President, Chief Executive Officer and Chairman of the Board Age: 60 Committees: Strategy and Finance Committee | Scott Baxter has served on the Board since the Spin-Off and as Chairman 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 Piedmont Triad Partnership. Mr. Baxter also served on the board of directors of the Greensboro Chamber of Commerce, and 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. | 9 | 2025 Proxy Statement |

  4. Director Nominees

    | Maryelizabeth Campbell Retired, President, vCommerce Ventures, Qurate Retail, Inc. Age: 57 Committees: Audit Committee | Maryelizabeth 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, Ballard Designs, Frontgate, Garnet Hill, and Grandin Road and is a leader in video commerce, a top-10 e-commerce 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 has served on the board of directors of Leggett & Platt, Inc. since 2019, where she has served on the Audit Committee since 2019, and on the Nominating, Governance, and Sustainability Committee since 2024. 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: 52 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. | 10 | 2025 Proxy Statement |

  7. Director Nominees

    | Robert Lynch Chief Executive Officer, Shake Shack, Inc. Age: 48 Committees: Talent and Compensation Committee | Robert Lynch has served on the Board since March 2021. Mr. Lynch has served as Chief Executive Officer and on the board of Directors of Shake Shack, Inc. since May 2024. Mr. Lynch served as President and Chief Executive Officer of Papa John’s International, Inc. from August 2019 until May 2024 and before that he was with 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 Chief Executive Officer and Director of Shake Shack, 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: 55 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. | 11 | 2025 Proxy Statement |

  10. Director Nominees

    | Mark Schiller Retired; President and Chief Executive Officer, The Hain Celestial Group, Inc. Age: 63 Committees: Audit Committee, Nominating and Governance Committee | Mark Schiller has served on the Board since May 2021. Mr. Schiller served as Interim Chief Executive Officer of Mid America Pet Food from February 2024 until July 2024. He previously served as President and Chief Executive Officer of The Hain Celestial Group, Inc., a leading organic and natural products company, from November 2018 until his retirement in 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 continues to serve on the board of Mid America Pet Food. He also serve as Executive Chairman and Board Member of Stonewall Kitchen, a leading specialty food, home goods and personal care producer. 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. | 12 | 2025 Proxy Statement |

  12. Director Nominees

    | Robert Shearer Lead Independent Director Age: 73 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. | 13 | 2025 Proxy Statement |

  14. Director Nominees

    | Shelley Stewart, Jr. Retired Chief Procurement Officer, E.I. du Pont de Nemours & Co. Age: 71 Committees: 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 compensation 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 and the Audit Committee. He is chairman of the Billion Dollar Roundtable Inc., a top-level advocacy organization that promotes corporate supplier development. 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 also serves on the board of trustees for Northeastern University. 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. | 14 | 2025 Proxy Statement |

  17. Director Nominees

    Executive Officers Kontoor’s executive officers are as follows:

  18. Director Nominees

    | Name | Age | Title | | Scott H. Baxter | 60 | President, Chief Executive Officer and Chairman of the Board | | Joseph A. Alkire | 45 | Executive Vice President and Chief Financial Officer | | Thomas E. Waldron | 57 | Executive Vice President and Chief Operating Officer | | Jennifer H. Broyles | 46 | Executive Vice President, Global Brands President, Wrangler & Lee | | Thomas L. Doerr, Jr. | 50 | 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 6, 2025. 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 V.F. 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 and Chief Operating Officer (and has served in that role since March 2024). Prior to his current role, Mr. Waldron was served as Executive Vice President and Co-Chief Operating Officer from March 2022 until March 2024, and Executive Vice President (or Vice President) and Global Brand President–Wrangler from the Spin-Off until March 2022. 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. Jennifer H. Broyles is Executive Vice President, Global Brands President, Wrangler & Lee (and has served in that role since March 2024). Prior to her current role, Ms. Broyles was Kontoor’s Senior Vice President, Wrangler since April 2022. She previously held various roles of increasing responsibility in brands management, marketing and merchandising for both Wrangler and Lee. Ms. Broyles holds a bachelor’s degree in advertising from the University of Tennessee, Knoxville, as well as a Master of Business Administration in Marketing and Value Chain Management. 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. | 15 | 2025 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. The Board seeks to maintain a balance of directors who have longer terms of service and directors who have joined more recently.

  22. 2024 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 Chairman 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. 2024 Director Compensation

    2024 Director Compensation

  24. 2024 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 | | Maryelizabeth R. Campbell(3) | $71,455 | $160,000 | — | $231,455 | | Ashley D. Goldsmith | $110,000 | $160,000 | — | $270,000 | | 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 |

  25. 2024 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 2024, Messrs. Shearer and Lynch deferred all cash compensation under the Kontoor Deferred Savings Plan for Non-Employee Directors. 2.Each director serving in fiscal 2024 was awarded 2,652 RSUs on April 1, 2024 in connection with compensation for fiscal 2024. 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 ($60.34 per RSU for the April 1, 2024 grants) computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The 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 28, 2024. 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, 2025. 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 28, 2024 was as follows: Mr. Shearer 38,901; Ms. Campbell 2,705 ; Ms. Goldsmith 5,254; Mr. Lynch 9,655; Mr. Page 2,705; Mr. Schiller 8,459; and Mr. Stewart 2,705. None of the non-employee directors hold any options to purchase shares of Kontoor common stock as of December 28, 2024. 3.Ms. Campbell joined the Board in February 2024.

  26. 2024 Director Compensation

    | Kontoor Brands, Inc. | 29 | 2025 Proxy Statement |

  27. 2024 Director Compensation

    Executive Compensation

  28. Executive Summary

    | Fiscal 2024 Compensation Related Action | Overview | | Annual Cash Incentive Design Update | We maintained the same three financial metrics from 2023 in the plan that were consistent with our strategy and communication to investors. However, we increased the weighting of the Gross Margin Percentage metric from 30% to 40% to reflect the Committee’s belief in its relative importance. We lowered the weighting of the Revenue metric from 30% to 20% and maintained the weighting of the Operating Income metric at 40%. | | Maintain Long-Term Incentive Award Design | Our cumulative three-year metrics continued to include Adjusted EPS (weighted 60%) and Revenue (40%) in support of our go-forward strategy. We also maintained a three-year relative TSR modifier that will continue to be measured against an industry-focused comparison group. |

  29. 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 strategic goals) • Annual payouts range from 0% to 200% of the targeted incentive opportunity (+20% or -20% of target award tied to strategic goals, but maximum payout capped at 200%) | • Link compensation to annual operating and strategic performance objectives | One-Year | | | Long-Term Equity Incentive Awards | PRSUs | • For 2024, 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 2024-26 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 and total shareholder return • Aid in retention | Three-Years (cliff vesting) | | Time-Based Compensation | Long-Term Equity Incentive Awards | 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) |

  30. 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 |

  31. 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 regularly attends 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 • Annually reviews and considers a compensation program risk evaluation |

  32. Compensation Decision Making Process—Roles and Responsibilities

    | The Independent Committee Consultant | | | The Committee retained CAP through July 2024 and FW Cook beginning August 2024 as its independent compensation consultant to assist the Committee in accomplishing its objectives for 2024. The Committee assessed the independence of CAP and FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent either CAP or FW Cook 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 • Preparing, at the Committee’s instruction, independently 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 both relate 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 • Attending all meetings, as requested by the Committee; a representative of CAP attended all meetings and a majority of executive sessions of the Committee from January 2024 through July 2024, and a representative of FW Cook attended all meetings and a majority of the executive sessions of the Committee from August 2024 through December 2024 • 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”) |

  33. 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 generally of comparable size (based on revenue and market capitalization), and share similar business characteristics, 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 2024, the Committee in July 2023 reviewed the composition of the Peer Group Companies, for purposes of supporting senior executive pay decisions. The Committee concluded that the composition of the peers remained appropriate and made no changes to the fiscal 2024 peer group. Our Peer Group consisted of the following companies for fiscal 2024:

  34. Committee Process for Determining Compensation

    For fiscal 2024, 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 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 2024, the Committee reviewed the composition of the Peer Group and, considering the recommendation from CAP, removed G-III Apparel Group, Ltd. and Ralph Lauren Corporation from the Peer Group due to their relatively large market capitalization, and added Abercrombie & Fitch Company and American Eagle Outfitters Inc. due to their alignment with the selection criteria above.

  35. 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 | 12% | 19% | 69% | 60% | 88% | | Joseph A. Alkire | 29% | 21% | 50% | 51% | 71% | | Thomas E. Waldron | 20% | 19% | 61% | 56% | 80% | | Jennifer H. Broyles | 34% | 25% | 41% | 50% | 66% | | Thomas L. Doerr, Jr. | 36% | 24% | 40% | 48% | 64% |

  36. 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.

  37. Annual Cash Incentives

    Annual Cash Incentives Kontoor has an annual cash incentive program (the “AIP”). Senior executives are eligible to participate in the AIP. The AIP is intended to focus each leader’s 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 or exceeding goals related to Kontoor’s annual business plan and strategic priorities.

  38. Annual Cash Incentives

    | Kontoor Brands, Inc. | 38 | 2025 Proxy Statement |

  39. Annual Cash Incentives

    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 as a percentage of base salary under the AIP for executives after considering market 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 2024 AIP targets as a percentage of base salary for the NEOs.

  40. Annual Cash Incentives

    | Executive | Fixed Base Salary | AIP Target | AIP Target | | Scott H. Baxter | $1,287,500 | 155% | $1,995,625 | | Joseph A. Alkire | $721,000 | 75% | $540,750 | | Thomas E. Waldron (1) | $875,000 | 100% | $816,719 | | Jennifer H. Broyles (2) | $575,000 | 75% | $381,804 | | Thomas L. Doerr, Jr. | $565,500 | 65% | $367,575 |

  41. Annual Cash Incentives

    1.Mr. Waldron became Kontoor’s Executive Vice President and Chief Operating Officer effective March 19, 2024; his AIP target was increased from 80% of base salary to 100% of base salary to reflect his new role, and his award was prorated to reflect the portion of the year in which he served in each of the two roles he held during 2024. 2.Ms. Broyles became Kontoor’s Executive Vice President and Global Brands President—Wrangler & Lee effective March 19, 2024; her AIP target was increased from 50% of base salary to 75% of base salary to reflect her new role, and her award was prorated to reflect the portion of the year in which she served in each role. 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:

  42. 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 |

  43. 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 2024 AIP continued to include modifiers designed to reinforce operational performance through strategic goals. The AIP performance goals for 2024 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.

  44. Annual Cash Incentives

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  45. Annual Cash Incentives

    For the 2024 AIP, the Committee decided to increase the weighting of the Gross Margin performance metric from 30% in 2023 to 40% for 2024 to reflect the Committee’s view that it is a key performance metric for our strategy. The Committee approved a corresponding decrease in the weighting of the GAAP Revenue performance metric from 30% to 20%. The Kontoor performance goals are measured at threshold, target and maximum amounts. Details of the performance goals and 2024 results are shown below:

  46. Fiscal Year 2024 Kontoor AIP Performance Goals

    Fiscal Year 2024 Kontoor AIP Performance Goals

  47. Fiscal Year 2024 Kontoor AIP Performance Goals

    | | | Performance Levels(1) | | | Year Ended December 2024 | | | (Dollars in thousands) Performance Metric | Metric Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual Result(2) | AIP Performance Result(3) | | GAAP Revenue | 20% | $2,375,000 | $2,607,000 | $2,775,000 | $2,607,578 | $2,610,315 | | Gross Margin | 40% | 43.2% | 44.2% | 44.7% | 45.1% | 45.1% | | Operating Income(4) | 40% | $300,000 | $371,000 | $425,000 | $380,628 | $383,249 |

  48. Fiscal Year 2024 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 A-Supplemental Financial Information” 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 2024 financial plan. For 2024 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 $2.4 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 2024 financial plan. 4.Threshold performance for the Operating Income metric must be attained or exceeded in order for the strategic modifier to apply to award payouts. Based on the performance achieved against the goals listed above, the payout percentage for the fiscal 2024 AIP was determined to be 149.5% prior to the application of the strategic modifier. Strategic Modifier–The 2024 AIP leveraged a strategic modifier designed to drive change to support the continued growth of the business. The 2024 strategic modifier consisted of two goals that could each impact the AIP payout by plus or minus 10%, based on whether we failed to meet our strategic goals (-10%), met our goals (no adjustment), or exceeded our strategic goals (+10%). The total potential modifier impact ranged from -20% to +20%. Including the strategic modifier, the maximum AIP payout was capped at 200% of target. Additionally, the strategic modifier would not apply unless Operating Income met or exceeded the threshold level of performance listed above. The 2024 strategic goals 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 goals. The table below summarizes the goals and results of the 2024 strategic modifier:

  49. Fiscal Year 2024 Kontoor AIP Performance Goals

    | Strategic Modifier Component | Goal | Result | 2024 AIP Impact | | Project Jeanius | A multi-faceted transformational initiative designed to unlock sources of capital that will be invested in accretive growth opportunities, improve profitability, and returns on capital | Achieved | +10% | | Supply Chain | Supply chain initiatives designed to optimize efficiency in our internal manufacturing footprint, while reducing unit costs | Achieved | +10% |

  50. Fiscal Year 2024 Kontoor AIP Performance Goals

    The Committee reviewed the Company’s achievement against the strategic modifier performance goals for fiscal 2024 and determined that an increase of 20% of target performance incentive payments should be applied based on the achievement of each

  51. Fiscal Year 2024 Kontoor AIP Performance Goals

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  52. Fiscal Year 2024 Kontoor AIP Performance Goals

    component of the strategic goals. As a result, the Committee determined payout for fiscal 2024 performance at 169.5%. The payments made to the NEOs under the AIP for 2024 are set forth in the table below:

  53. Fiscal Year 2024 Kontoor AIP Performance Goals

    | Executive | FY2024 Base Salary | FY2024 AIP Target | FY2024 AIP Target | FY2024 AIP Performance Factor | FY2024 AIP Award | | Scott H. Baxter | $1,287,500 | 155% of salary | $1,995,625 | 169.5% | $3,382,584 | | Joseph A. Alkire | $721,000 | 75% of salary | $540,750 | 169.5% | $916,571 | | Thomas E. Waldron (1) | $875,000 | 100% of salary | $816,719 | 169.5% | $1,384,338 | | Jennifer H. Broyles (2) | $575,000 | 75% of salary | $381,804 | 169.5% | $647,157 | | Thomas L. Doerr, Jr. | $565,500 | 65% of salary | $367,575 | 169.5% | $623,040 |

  54. Fiscal Year 2024 Kontoor AIP Performance Goals

    1.Mr. Waldron became Kontoor’s Executive Vice President and Chief Operating Officer effective March 19, 2024; his award was prorated. 2.Ms. Broyles became Kontoor’s Executive Vice President and Global Brands President—Wrangler & Lee effective March 19, 2024; her award was prorated.

  55. 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 2024, we provided the following forms of long-term incentive compensation to our NEOs:

  56. 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—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 2024 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. |

  57. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    Fiscal 2024-2026 Performance-Based RSU Plan Awards

  58. Fiscal 2024-2026 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 |

  59. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    1.Adjusted earnings per share is our reported earnings per share for the year ended adjusted for restructuring and transformation costs and other non-recurring expenses. 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., FIGS, Inc., 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., PVH Corp., Ralph Lauren Corporation, Tapestry, Inc., Under Armor, Inc., V.F. Corporation, and Vera Bradley, Inc..

  60. Fiscal 2024-2026 Performance-Based RSU Plan Awards

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  61. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    Performance-Based Restricted Stock Units (60% of Annual LTI Awards)–In fiscal 2024, we awarded executives PRSUs under the Stock Plan. At the beginning of the 2024-2026 performance period, the Committee established the performance measures to be used, 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 2024 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. At the end of the performance period, 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, as indicated below:

  62. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    | Kontoor’s rTSR Percentile Relative to rTSR Peer Group | PRSU Payout Modifier as % of Target | | Above 75th | +25% | | 65th to 75th | +15% | | 55th to 65th | +10% | | 45th to 55th | No impact | | 35th to 45th | -10% | | 25th to 35th | -15% | | Below 25th | -25% |

  63. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    Time-Based Restricted Stock Units (40% of Annual LTI Awards)–Executives were also awarded RSUs under the Stock Plan in fiscal 2024. 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 Committee annually reviews the target awards and recommends changes based on the executive’s time and experience in the position and market data. The 2024 LTI target award amounts are set forth below:

  64. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    | Name | PRSUs (60%)(1) | RSUs (40%) | Total Target Value of Award(2) | | Scott H. Baxter | $4,350,000 | $2,900,000 | $7,250,000 | | Joseph A. Alkire | $765,000 | $510,000 | $1,275,000 | | Thomas E. Waldron | $1,650,000 | $1,100,000 | $2,750,000 | | Jennifer H. Broyles | $417,000 | $278,000 | $695,000 | | Thomas L. Doerr, Jr. | $372,000 | $248,000 | $620,000 |

  65. Fiscal 2024-2026 Performance-Based RSU Plan Awards

    1.Represents the PRSUs to be awarded at target performance. 2.The 2024 PRSU and RSU awards are set forth in the Grants of Plan-Based Awards table on page 48. 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 47 and the Grant Date Fair Value of Stock and Option Awards column of the Grants of Plan-Based Awards Table on page 48.

  66. Fiscal 2024-2026 Performance-Based RSU Plan Awards

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  67. Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results

    Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results For the 2022-2024 PRSUs, performance for the Operating Cash Flow and Adjusted EPS performance goals was calculated at 31.3% of target. Details of the performance goals and results are shown below:

  68. Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results

    | | | Performance Levels(1) | | | For the FY2022-2024 Performance Cycle Ended December 2024 | | | | (Dollars in thousands) Performance Metric | Metric Weighting | Threshold (50%) | Target (100% | Maximum (200%) | Result(2) | Performance Result(3) | Payout Percentage | | Operating Cash Flow | 40% | $900,000 | $1,034,000 | $1,165,000 | $808,364 | $808,364 | —% | | Adjusted EPS | 60% | $14.00 | $16.16 | $18.30 | $13.64 | $14.09 | 31.3% | | Weighted Average | | | | | | | 31.3% |

  69. Fiscal 2022-2024 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 A-Supplemental Financial Information” 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 the 2022-2024 PRSUs, 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 periods as disclosed in our fiscal year 2023 fourth quarter and full year earnings release, a $3.8 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 2022 financial plan. The number of PRSUs earned for the fiscal 2022 - 2024 award could be increased or decreased based on Kontoor’s TSR relative to the companies in its 2022 rTSR Peer Group during the fiscal 2022-2024 performance period. The 2022 rTSR Peer Group consisted of the following companies, which as of the beginning of fiscal 2022, were 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:

  70. Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results

    | Capri Holdings Limited | Levi Strauss & Co. | Ralph Lauren Corporation | | Carter’s Inc. | Lululemon Athletica Inc. | Superior Group of Companies, Inc. | | Columbia Sportswear Co. | Movado Group, Inc. | Tapestry, Inc. | | Fossil Group, Inc. | Oxford Industries, Inc. | Under Armour, Inc. | | G-III Apparel Group, Ltd. | PLBY Group, Inc. | Vera Bradley, Inc. | | Gildan Activewear Inc. | PVH Corp. | V.F. Corporation |

  71. Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results

    The payout for each participant would be unaffected if Kontoor’s TSR was between the 25th and 75th percentiles of the 2022 rTSR Peer Group; increased by 25% of target if Kontoor’s TSR was greater than or equal to the 75th percentile of the 2022 rTSR Peer Group; or decreased by 25% of target if Kontoor’s TSR was equal to or below the 25th percentile of the 2022 rTSR Peer Group. For the fiscal 2022-2024 performance period, Kontoor’s TSR relative to the 2022 rTSR Peer Group was determined to be at the 94th percentile, resulting in an increase of 25% of target in the number of PRSUs earned for the fiscal 2022 - 2024 award. Therefore, the Committee determined that the level of achievement for the PRSUs granted in fiscal 2022 was 56.3% of target, determined by adding the weighted achievement of the Operating Cash Flow and Adjusted EPS goals for the fiscal 2022-2024 performance period (31.3% of target) and the relative TSR modifier (25% of target) as outlined in the table below.

  72. Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results

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  73. Fiscal 2022-2024 Performance-Based RSU Performance Goals and Results

    | Performance Period | Payout as % of Target | | FY22-FY24 | 31.3%(1) | | Relative TSR Modifier(2) | 25.0% | | Final FY22 - FY24 PRSU Payout | 56.3% |

  74. 1.FY22-FY24 performance was assessed at 31.3% of target for the Operating Cash Flow and Adjusted EPS performance goals

    1.FY22-FY24 performance was assessed at 31.3% of target for the Operating Cash Flow and Adjusted EPS performance goals 2.For the fiscal 2022-2024 performance period, Kontoor’s beginning stock price was $46.26 and $88.89, reflecting 20-day average prices as of January 2, 2022, and December 28, 2024, respectively. Stock prices were adjusted for dividends paid during the performance period. This resulted in a TSR of 92.16% for Kontoor, which placed Kontoor at the 94.74th percentile of the Index companies.

  75. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Kontoor’s U.S.-based senior executives, including the NEOs, are eligible 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 “2024 Nonqualified Deferred Compensation.”

  76. Pension Benefits

    Pension Benefits Kontoor does not maintain a defined benefit pension plan for employees in the U.S.

  77. 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 medical and dental coverage as well as life 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.

  78. 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. No special equity awards were granted to the NEOs in 2024.

  79. Clawback Policy

    Clawback Policy We maintain a policy for the recovery of cash and equity incentive compensation from officers and certain other employees (generally referred to as a “recoupment” or “clawback” policy). Under the policy, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will reasonably promptly recover 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 provides 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.

  80. Timing of Equity-Based Awards

    The Committee has delegated limited authority to the Chief Executive Officer to grant equity awards, excluding awards to executive officers. Annual and off-cycle equity awards granted by the Chief Executive Officer prior to April 1 will generally be effective on or about April 1. Such equity awards granted by the Chief Executive Officer after April 1 and all special equity awards will generally be effective on the fifteenth day of the month.

  81. Summary Compensation Table for Fiscal 2024

    Summary Compensation Table for Fiscal 2024 The following table summarizes the compensation of our NEOs in fiscal 2024, 2023, and 2022.

  82. Summary Compensation Table for Fiscal 2024

    | 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 Chairman of the Board | 2024 | $1,278,125 | — | $7,664,320 | — | $3,382,584 | — | $261,553 | $12,586,582 | | | 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 | | Joseph A. Alkire Executive Vice President and Chief Financial Officer | 2024 | $715,750 | | $1,347,968 | — | $916,571 | — | $387,232 | $3,367,521 | | | 2023 | $234,231 | $200,000 | $2,350,228 | — | $146,842 | — | $239,476 | $3,170,777 | | | 2022 | — | — | — | — | — | — | — | — | | Thomas E. Waldron Executive Vice President, Chief Operating Officer(6) | 2024 | $846,154 | — | $2,907,265 | — | $1,384,338 | — | $113,768 | $5,251,525 | | | 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 | | Jennifer H. Broyles Executive Vice President, Global Brands President - Wrangler & Lee(7) | 2024 | $537,846 | — | $734,772 | — | $647,157 | — | $53,178 | $1,972,953 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Thomas L. Doerr, Jr. Executive Vice President, General Counsel & Secretary | 2024 | $561,375 | — | $655,548 | — | $623,040 | — | $84,228 | $1,924,191 | | | 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 |

  83. Summary Compensation Table for Fiscal 2024

    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 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 28, 2024 (“Form 10-K”). The grant date fair value of RSUs granted in 2024 is calculated using the closing price per share of Kontoor common stock on the date of grant ($60.35). The same methodology was also used to determine the grant date fair value of the RSUs granted in 2023 and 2022. The dollar amounts equal to the aggregate grant date fair value of RSUs granted in 2024 include for Mr. Baxter, $2,900,481 (48,061 RSUs that vest ratably in 2025, 2026 and 2027); for Mr. Alkire, $510,139 (8,453 RSUs that vest ratably in 2025, 2026 and 2027); for Mr. Waldron, $1,100,241 (18,231 RSUs that vest ratably in 2025, 2026, and 2027); for Ms. Broyles, $278,093 (4,608 RSUs that vest ratably in 2025, 2026, and 2027); and for Mr. Doerr, $248,099 (4,111 RSUs that vest ratably in 2025, 2026 and 2027). 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 2024 was based on the closing share price on the grant date, April 1, 2024 ($60.35), and an assumed probable outcome of the applicable performance goals. The financial performance goals for the PRSUs granted in 2024 relate to revenue and adjusted earnings per share over the 2024-2026 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% of target. 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 2024 were: •for Mr. Baxter, $4,763,839 (consisting of $4,350,752 attributable to the revenue and adjusted earnings per share performance measures for the 2024-2026 cycle, and $413,087 attributable to relative total shareholder return for the 2024-2026 cycle); •for Mr. Alkire, $837,829 (consisting of $765,178 attributable to the revenue and adjusted earnings per share performance measures for the 2024-2026 cycle, and $72,651 attributable to relative total shareholder return for the 2024-2026 cycle);

  84. Summary Compensation Table for Fiscal 2024

    | Kontoor Brands, Inc. | 47 | 2025 Proxy Statement |

  85. Summary Compensation Table for Fiscal 2024

    •for Mr. Waldron, $1,807,024 (consisting of $1,650,331 attributable to the revenue and adjusted earnings per share performance measures for the 2024-2026 cycle, and $156,693 attributable to relative total shareholder return for the 2024-2026 cycle); •for Ms. Broyles, $456,679 (consisting of $417,079 attributable to the revenue and adjusted earnings per share performance measures for the 2024-2026 cycle, and $39,600 attributable to relative total shareholder return for the 2024-2026 cycle); •for Mr. Doerr, $407,449 (consisting of $372,118 attributable to the revenue and adjusted earnings per share performance measures for the 2024-2026 cycle, and $35,331 attributable to relative total shareholder return for the 2024-2026 cycle); and 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, $10,202,280; Mr. Alkire, $1,794,300; Mr. Waldron, $3,869,938; Ms. Broyles, $978,027; and Mr. Doerr, $872,597. 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 41-44. 3.The amounts in this column for 2024 represent cash awards earned under the AIP. The payments for 2024 are expected to be made on or about March 7, 2025. 4.Kontoor does not maintain a defined benefit pension or actuarial pension plan and therefore no amounts are reported in 2024, 2023, and 2022. 5.The amounts for 2024 include matching contributions under the Kontoor Executive Deferred Savings Plan II (the “EDSP II”) as follows: Mr. Baxter, $151,555; Mr. Alkire, $31,462; Mr. Waldron, $61,265; Ms. Broyles, $24,840; and Mr. Doerr, $31,717. This amount also includes $20,700 in matching contributions under the 401(k) Plan for Mr. Baxter and Mr. Waldron; $26,179 for Mr. Alkire; $20,138 for Ms. Broyles; and $25,299 for Mr. Doerr. For Mr. Baxter, this amount also includes the following: (1) $4,638 for an annual physical (which includes a tax gross up thereon in the amount of $2,038); (2) $19,448 for financial planning services (which includes a tax gross up thereon in the amount of $8,548); and (3) $57,689, 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 (1) $7,405 for an annual physical (which includes a tax gross up thereon in the amount of $3,255); (2) $23,997 for financial planning services (which includes a tax gross up thereon in the amount of $10,547; and (3) $296,966 in connection with relocation (which includes a tax gross up thereon in the amount of $85,971). For Mr. Waldron, this amount also includes (1) $4,638 for an annual physical (which includes a tax gross up thereon in the amount of $2,038); (2) $19,448 for financial planning services (which includes a tax gross up thereon in the amount of $8,548); and (3) $1,105, as the incremental cost of personal use of our corporate aircraft. For Ms. Broyles, this amount includes the following: (1) $7,172 for an annual physical (which includes a tax gross up thereon in the amount of $3,152. For Mr. Doerr, this amount includes (1) $4,797 for an annual physical (which includes a tax gross up thereon in the amount of $2,197); and (2) $21,023 for financial planning services (which includes a tax gross up thereon in the amount of $10,123). 6.Mr. Waldron became Kontoor’s Executive Vice President and Operating Officer effective March 19, 2024. 7.Ms. Broyles became Kontoor’s Executive Vice President, Global Brands President - Wrangler & Lee effective March 19, 2024.

  86. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  87. 2024 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 | | | 997,813 | 1,995,625 | 3,991,250 | | | | | | | | | | 4/1/24 | 2/26/24 | | | | 36,046 | 72,092 | 162,207 | | | | 4,763,839(4) | | | 4/1/24 | 2/26/24 | | | | | | | 48,061 | | | 2,900,481(5) | | Joseph A. Alkire | | | 270,375 | 540,750 | 1,081,500 | | | | | | | | | | 4/1/24 | 2/26/24 | | | | 6,340 | 12,679 | 28,528 | | | | 837,829(4) | | | 4/1/24 | 2/26/24 | | | | | | | 8,453 | | | 510,139(5) | | Thomas E. Waldron | | | 408,360 | 816,719 | 1,633,438 | | | | | | | | | | 4/1/24 | 2/26/24 | | | | 13,673 | 27,346 | 61,529 | | | | 1,807,024(4) | | | 4/1/24 | 2/26/24 | | | | | | | 18,231 | | | 1,100,241(5) | | Jennifer H. Broyles | | | 190,902 | 381,804 | 763,608 | | | | | | | | | | 4/1/24 | 2/26/24 | | | | 3,456 | 6,911 | 15,550 | | | | 456,679(4) | | | 4/1/24 | 2/26/24 | | | | | | | 4,608 | | | 278,093(5) | | Thomas L. Doerr, Jr. | | | 183,788 | 367,575 | 735,150 | | | | | | | | | | 4/1/24 | 2/26/24 | | | | 3,083 | 6,166 | 13,874 | | | | 407,449(4) | | | 4/1/24 | 2/26/24 | | | | | | | 4,111 | | | 248,099(5) |

  88. 2024 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 38-41. 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.

  89. 2024 Grants of Plan-Based Awards

    | Kontoor Brands, Inc. | 48 | 2025 Proxy Statement |

  90. 2024 Grants of Plan-Based Awards

    3.The amounts in these columns represent the threshold, target and maximum PRSU awards for the three-year performance cycle December 31, 2023–January 2, 2027. 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 41-42. 4.In February 2024, the Talent and Compensation Committee approved the following PRSU awards for the three-year performance cycle December 31, 2023–January 2, 2027: Mr. Baxter 72,092 PRSUs; Mr. Alkire 12,679 PRSUs; Mr. Waldron 27,346 PRSUs; Ms. Broyles 6,911 PRSUs; and Mr. Doerr 6,166 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 2024, the Talent and Compensation Committee approved the following RSU awards that each vest ratably in 2025, 2026 and 2027: Mr. Baxter 48,061 RSUs; Mr. Alkire 8,453 RSUs; Mr. Waldron 18,231 RSUs; Ms. Broyles 4,608 RSUs; and Mr. Doerr 4,111 RSUs. The grant date of these awards was April 1, 2024. 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 ($60.35) by the number of RSUs granted. See Footnote # to the Summary Compensation Table. The assumptions used are summarized in Note 17 to our audited financial statements included in our Form 10-K.

  91. 2024 Grants of Plan-Based Awards

    | Kontoor Brands, Inc. | 49 | 2025 Proxy Statement |

  92. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  93. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | 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 | 2/22/17 | 184,403 | $22.04 | 2/21/27 | | | | | | | 4/01/22 | | | | 19,920(6) | $1,697,002 | | | | | 4/01/23 | | | | 36,988(7) | $3,150,992 | | | | | 4/01/24 | | | | 49,021(8) | $4,176,075 | | | | | 4/01/22 | | | | 48,115(9) | $4,098,958 | | | | | 4/01/23 | | | | | | 78,446(10) | $6,682,815 | | | 4/01/24 | | | | | | 72,092(11) | $6,141,517 | | Joseph A. Alkire | 9/15/23 | | | | 3,806(7) | $324,273 | | | | | 9/15/23 | | | | 7,166(13) | $610,454 | | | | | 4/01/24 | | | | 8,622(8) | $734,491 | | | | | 9/15/23 | | | | | | 8,256(10) | $703,329 | | | 9/15/23 | | | | | | 20,721(10) | $1,765,222 | | | 4/01/24 | | | | | | 12,679(11) | $1,080,124 | | Thomas E. Waldron | 4/01/22 | | | | 5,710(6) | $486,443 | | | | | 4/01/23 | | | | 9,979(7) | $850,110 | | | | | 4/01/24 | | | | 18,595(8) | $1,584,112 | | | | | 4/01/22 | | | | 13,794(9) | $1,175,080 | | | | | 4/01/23 | | | | | | 21,165(10) | $1,803,046 | | | 4/01/24 | | | | | | 27,346(11) | $2,329,606 | | Jennifer H. Broyles | 4/01/22 | | | | 788(6) | $67,148 | | | | | 7/15/22 | | | | 104(6) | $8,883 | | | | | 12/15/22 | | | | 687(6) | $58,492 | | | | | 4/01/23 | | | | 1,248(7) | $106,286 | | | | | 12/15/23 | | | | 2,601(7) | $221,544 | | | | | 4/01/24 | | | | 4,700(8) | $400,394 | | | | | 4/01/22 | | | | 1,270(9) | $108,177 | | | | | 7/15/22 | | | | 255(9) | $21,731 | | | | | 12/15/22 | | | | 1,699(9) | $144,747 | | | | | 4/01/23 | | | | | | 2,64610) | $225,413 | | | 4/01/24 | | | | | | 6,911(11) | $588,748 | | Thomas L. Doerr, Jr. | 7/15/22 | | | | 1,754(6) | $149,423 | | | | | 4/01/23 | | | | 3,249(7) | $276,742 | | | | | 4/01/24 | | | | 4,193(8) | $357,210 | | | | | 7/15/22 | | | | 10,898(12) | $928,386 | | | | | 4/01/23 | | | | | | 6,891(10) | $587,044 | | | 4/01/24 | | | | | | 6,166(11) | $525,282 |

  94. Outstanding Equity Awards at Fiscal Year-End 2024

    | Kontoor Brands, Inc. | 50 | 2025 Proxy Statement |

  95. Outstanding Equity Awards at Fiscal Year-End 2024

    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 $85.19, the closing market price of Kontoor’s common stock at December 28, 2024, 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 50% threshold level, 100% of target, or 225% 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 $85.19, the closing market price of Kontoor’s common stock at December 28, 2024. For a discussion of vesting, forfeiture, and other terms applicable to the PRSUs, see the “Compensation Discussion and Analysis” on pages 41-44. 6.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; Ms. Broyles 2,125 RSUs, 286 RSUs, and 1,925 RSUs; and Mr. Doerr 4,796 RSUs. RSUs vest ratably over three years and will fully vest in 2025, 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 2023 to the following NEOs: Mr. Baxter 52,297 RSUs; Mr. Alkire 5,504 RSUs; Mr. Waldron 14,110 RSUs; Ms. Broyles 1,764 RSUs and 3,793 RSUs; and Mr. Doerr 4,594 RSUs. RSUs vest ratably over three years and will fully vest in 2026, 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 2024 to the following NEOs: Mr. Baxter 48,061 RSUs; Mr. Alkire 8,453 RSUs; Mr. Waldron 18,231 RSUs; Ms. Broyles 4,608 RSUs; and Mr. Doerr 4,111 RSUs. RSUs vest ratably over three years and will fully vest in 2027, provided that the NEO remains an employee of Kontoor. 9.The number represents the number of Kontoor PRSUs that were earned in 2022 for the three-year performance cycle ending December 28, 2024 based on achievement at 56.3% 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 28,2024. 10.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 the target performance level of 100% (rounded to the nearest whole number of shares) because performance through December 28, 2024 was trending below target (calculated excluding the impact of the rTSR modifier). 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 2024 for the three-year performance cycle ending January 2, 2027 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 100% payout level). 12.The number represents the portion of the Kontoor PRSUs that were awarded in 2022 as a sign-on award and as a pro rata off-cycle annual grant relating to the three-year performance cycle ending December 28, 2024. The number shown is based on achievement at 56.3% 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 grant date through December 28, 2024. 13.The number represents the number of RSUs that were awarded under the Stock Plan in 2023 to Mr. Alkire: 13,814 RSUs of which 50% previously vested upon the first anniversary of the grant and 50% will vest upon the second anniversary of the grant, provided that Mr. Alkire remains an employee of Kontoor.

  96. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information for our NEOs regarding stock option exercises and stock award vesting during fiscal 2024.

  97. 2024 Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(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 | 369,550 | $15,813,059 | 120,172 | $7,436,378 | | Joseph A. Alkire | — | — | 9,015 | $703,993 | | Thomas E. Waldron | — | — | 28,828 | $1,780,461 | | Jennifer H. Broyles | 9,070 | $574,156 | 6,943 | $478,319 | | Thomas L. Doerr, Jr | — | — | 24,495 | $1,570,264 |

  98. 2024 Option Exercises and Stock Vested

    1.The options and stock awards listed include awards that were exercised and/or vested in 2024. 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 51 for a discussion of the treatment of VF awards in the Spin-Off. 2.These columns report the number and value of performance-based and time-based 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.

  99. 2024 Option Exercises and Stock Vested

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  100. 2024 Nonqualified Deferred Compensation

    2024 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 2024. 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 above the IRS annual compensation limit that is 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 or in a specified year, 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 daily. The following table provides information with respect to each plan that provides for nonqualified deferred compensation in which our NEOs participate. For 2024, each of our NEOs participated in the EDSP II, and Mr. Waldron participated in the EDSP.

  101. 2024 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 28, 2024(4) | | Scott H. Baxter | EDSP II | $1,246,760 | $151,555 | $1,230,818 | $0 | $13,467,364 | | Joseph A. Alkire | EDSP II | $53,371 | $31,462 | $5,120 | $0 | $106,623 | | Thomas E. Waldron | EDSP II | $82,380 | $61,265 | $395,297 | $0 | $3,521,440 | | | EDSP | $0 | $0 | $73,204 | $0 | $532,650 | | Jennifer H. Broyles | EDSP II | $95,089 | $24,840 | $42,132 | $0 | $432,797 | | Thomas L. Doerr, Jr. | EDSP II | $52,721 | $31,717 | $16,265 | $0 | $201,095 |

  102. 2024 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 $345,000 in 2024). 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.

  103. 2024 Nonqualified Deferred Compensation

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  104. 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 28, 2024. 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 in-flight 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 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.

  105. 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 involuntarily terminated without cause or by any of the NEOs for good reason, in each case 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 medical and dental coverage and life 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.

  106. Potential Payments Upon a Change in Control of Kontoor

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  107. 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 28, 2024:

  108. 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 | $13,963,552 | $3,382,584 | $25,953,232 | $0 | $59,126 | $43,358,494 | | Joseph A. Alkire | $4,896,338 | $916,571 | $5,217,893 | $0 | $59,126 | $11,089,928 | | Thomas E. Waldron | $5,436,333 | $1,384,338 | $8,230,081 | $0 | $59,126 | $15,109,878 | | Jennifer H. Broyles | $3,085,267 | $647,157 | $1,951,902 | $0 | $56,911 | $5,741,237 | | Thomas L. Doerr, Jr. | $3,553,733 | $623,040 | $2,825,309 | $0 | $98,288 | $7,100,370 |

  109. 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 28, 2024, assuming the executive had terminated employment due to death or disability:

  110. Payments Upon Termination Due to Death or Disability

    | Name | Unvested RSU Awards | Unvested PRSU Awards(1) | Unvested Stock Options | Total | | Scott H. Baxter | $4,847,994 | $16,929,163 | $0 | $21,777,157 | | Joseph A. Alkire | $934,727 | $3,548,675 | $0 | $4,483,402 | | Thomas E. Waldron | $1,336,553 | $5,309,415 | $0 | $6,645,968 | | Jennifer H. Broyles | $462,353 | $1,091,430 | $0 | $1,553,783 | | Thomas L. Doerr, Jr. | $426,166 | $2,041,934 | $0 | $2,468,100 |

  111. Payments Upon Termination Due to Death or Disability

    1.Under our PRSUs, upon death or disability, PRSUs earnable for the incomplete cycles (2023-2025 and 2024-2026) 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.

  112. 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:

  113. Payments Upon Termination Without Cause

    | Name | Unvested RSU Awards | Unvested PRSU Awards | Unvested Stock Options | Total | | Scott H. Baxter | $4,847,994 | $10,787,645 | $0 | $15,635,639 | | Joseph A. Alkire | $566,280 | $1,634,459 | $0 | $2,200,739 | | Thomas E. Waldron | $1,336,553 | $2,979,810 | $0 | $4,316,363 | | Jennifer H. Broyles | $281,744 | $436,019 | $0 | $717,763 | | Thomas L. Doerr, Jr. | $321,009 | $1,318,298 | $0 | $1,639,307 |

  114. Payments Upon Termination Without Cause

    | Kontoor Brands, Inc. | 57 | 2025 Proxy Statement |

  115. 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.

  116. Pay Versus Performance Table

    Pay Versus Performance Table

  117. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) (a) | Summary Compensation Table Total for PEO(3) (b) | Compensation Actually Paid to PEO (c) | Average Summary CompensationTable Total for Non-PEO NEOs(3) (d) | Average CompensationActually Paid to Non-PEO NEOs (e) | KTB Total Shareholder Return (f) | S&P 1500 Apparel Retail Index Total Shareholder Return (g) | KTB GAAP Net Income ($) (h) | KTB Adjusted EPS(2) (i) | | 2024 | $12,586,582 | $23,722,439 | $3,129,048 | $5,080,402 | $238.47 | $202.59 | $245,802,000 | $4.89 | | 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 |

  118. Pay Versus Performance Table

    1.Our Chief Executive Officer, Scott H. Baxter, served as our Principal Executive Officer (“PEO”) in 2024, 2023, 2022, 2021 and 2020. Our other NEOs (“Non-PEO NEOs”) included: a.For 2024, Joseph A. Alkire, Jennifer H. Broyles, Thomas L. Doerr, Jr, and Thomas E. Waldron. b.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. c.For 2022, Thomas L. Doerr, Jr. (who served for seven months in 2022), Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. d.For 2021, Laurel E. Krueger (who served for eight months in 2021), Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. e.For 2020, Laurel E. Krueger, Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton. 2.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 2024 to the Company's performance. See “Appendix A-Supplemental Financial Information” at the end of this document for a reconciliation to the most directly comparable GAAP measure. 3.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:

  119. Pay Versus Performance Table

    | | 2024 | | | Reconciliation of Summary Compensation Totals and Compensation Actual Paid | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total (columns (b) and (d)) | $12,586,582 | $3,129,048 | | Less Stock Award and Option Award Values Reported in Summary Compensation Table for the Fiscal Year | $7,664,320 | $1,411,388 | | Plus Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Fiscal Year | $13,311,619 | $2,356,249 | | Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Year that are Outstanding and Unvested at End of Fiscal Year | $3,781,733 | $684,802 | | Plus Fair Value of Equity Awards Granted and Vested During the Fiscal Year | $0 | $0 | | Plus (Less) Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Fiscal Year | $920,913 | $197,228 |

  120. Pay Versus Performance Table

    | Kontoor Brands, Inc. | 58 | 2025 Proxy Statement |

  121. Pay Versus Performance Table

    | | 2024 | | | Reconciliation of Summary Compensation Totals and Compensation Actual Paid | PEO | Average Non-PEO NEOs | | Less Fair Value of Equity Awards Granted in Prior Year that were Forfeited During the Fiscal Year | $0 | $0 | | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $785,912 | $124,463 | | Compensation Actually Paid | $23,722,439 | $5,080,402 |

  122. Pay Versus Performance Table

    Unvested equity values in the above table are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of December 28, 2024.

  123. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures

  124. 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 2024 | 352% | 244% | 138% | 103% | 262% | 87% |

  125. 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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 352% and 244%, respectively, compared to the Company’s 138% 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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 352% and 244%, respectively, compared to a 262% 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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 352% and 244%, respectively, compared to a 87% 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 103% from 2020 to 2024 as compared to the Company’s TSR, which was 138% over the same time period.

  126. 2024 CEO Pay Ratio

    2024 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 67% of our workforce is located in Latin America and Mexico, 21% is located in the U.S., and 12% is located in the Asia-Pacific Countries (APAC) and Europe, Middle East and Africa (EMEA) regions. We had previously identified a “median employee” for fiscal 2023 purposes of disclosure in our 2024 proxy statement using the methodology set forth below. For purposes of determining our CEO pay ratio for fiscal 2024, our last completed fiscal year, SEC rules allow us to use the same median employee (or comparable employee) for up to three years as long as there has been no change in our employee population or employee compensation programs that we reasonably believe would result in a significant change to our CEO pay ratio disclosure. During the last completed fiscal year, we determined there has been no change in our employee population or employee compensation programs that we believe would significantly impact our CEO pay ratio disclosure. Based on that determination, we have used the same median employee for this pay ratio calculation as we had used in the prior year. 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. As previously disclosed, to identify our median employee for fiscal 2023, we began by identifying all 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.

  127. 2024 CEO Pay Ratio

    | Kontoor Brands, Inc. | 60 | 2025 Proxy Statement |

  128. 2024 CEO Pay Ratio

    Based on the process described above, for fiscal 2024 we selected the same median employee as determined for fiscal 2023, a full-time, Mexico-based production operator whose fiscal 2024 annual total compensation was $9,270, calculated in accordance with the requirements of the Summary Compensation Table. Our CEO received $12,586,582 in annual total compensation for the same period. Therefore, the ratio of the fiscal 2024 annual total compensation of our CEO to the fiscal 2024 annual total compensation of our median employee was estimated to be 1,358:1.