DEF 14A of Kontoor Brands, Inc., Mar 9, 2026

DEF 14A of Kontoor Brands, Inc.

Filed Mar 9, 2026 · FY20250001760965-26-000020

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Scott H. Baxter President, Chief Executive Officer and Chairman of the Board Age: 61 Committees: Strategy and Finance Committee | Scott H. Baxter has served as Chairman of the Board since August 2021 and has served on the Board since May 22, 2019, when V.F. Corporation (“VF”) completed the spin-off of its Jeanswear organization as Kontoor (the “Spin-Off”). He is President and Chief Executive Officer of Kontoor. Mr. Baxter was named CEO in August 2018 when VF announced its intention to Spin-Off Kontoor as 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. | 8 | 2026 Proxy Statement |

  4. Director Nominees

    | Maryelizabeth R. Campbell Retired, President, vCommerce Ventures, Qurate Retail, Inc. Age: 58 Committees: Audit Committee, Talent and Compensation Committee | Maryelizabeth R. 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 human resources and compensation committee since 2025. 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 D. Goldsmith Chief People Officer, Workday, Inc. Age: 53 Committees: Talent and Compensation Committee (Chair), Nominating and Governance Committee | Ashley D. 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. |

  6. Director Nominees

    | Kontoor Brands, Inc. | 9 | 2026 Proxy Statement |

  7. Director Nominees

    | Mark L. Schiller Retired; President and Chief Executive Officer, The Hain Celestial Group, Inc. Age: 64 Committees: Audit Committee, Nominating and Governance Committee (Chair) | Mark L. 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 serves 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. |

  8. Director Nominees

    | Kontoor Brands, Inc. | 10 | 2026 Proxy Statement |

  9. Director Nominees

    | Robert K. Shearer Lead Independent Director Age: 74 Committees: Audit Committee (Chair), Strategy and Finance Committee (Chair), Talent and Compensation Committee | Robert K. 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, where he currently serves on the audit committee 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. |

  10. Director Nominees

    | Kontoor Brands, Inc. | 11 | 2026 Proxy Statement |

  11. Director Nominees

    | Shelley Stewart, Jr. Retired Chief Procurement Officer, E.I. du Pont de Nemours & Co. Age: 72 Committees: Nominating and Governance Committee ,Talent and Compensation Committee, 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 sustainability matters. |

  12. Director Nominees

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

  13. Director Nominees

    | Kontoor Brands, Inc. | 12 | 2026 Proxy Statement |

  14. Director Nominees

    Executive Officers Kontoor’s executive officers are as follows:

  15. Director Nominees

    | Name | Age | Title | | Scott H. Baxter | 61 | President, Chief Executive Officer and Chairman of the Board | | Joseph A. Alkire | 46 | Executive Vice President, Chief Financial Officer and Global Head of Operations | | Jennifer H. Broyles | 47 | Executive Vice President, Chief Commercial Officer and Global Head of Brands | | Thomas L. Doerr, Jr. | 51 | Executive Vice President, Chief Legal Officer and Secretary | | Peter A. Kidd | 53 | Executive Vice President and Chief Human Resources Officer |

  16. 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 9, 2026. Joseph A. Alkire is Executive Vice President, Chief Financial Officer and Global Head of Operations (and has served in that role since July 2025). Prior to his current role, Mr. Alkire was Kontoor’s Executive Vice President and Chief Financial Officer since August 2023. Prior to joining 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 his 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. Jennifer H. Broyles is Executive Vice President, Chief Commercial Officer and Global Head of Brands (and has served in that role since July 2025). Prior to her current role, Ms. Broyles was Kontoor’s Executive Vice President, Global Brands President, Wrangler & Lee since March 2024, and 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 earned her bachelor’s degree in advertising from the University of Tennessee, Knoxville, as well as her Master of Business Administration in Marketing and Value Chain Management. Thomas L. Doerr, Jr. is Executive Vice President, Chief Legal Officer 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. Pete A. Kidd is Executive Vice President and Chief Human Resources Officer (and has served in that role since July 2023). Prior to his current role, Mr. Kidd was Kontoor’s Senior Vice President, Global Total Rewards since May 2022. Prior to joining Kontoor, Mr. Kidd served as Senior Vice President Total Rewards at SAIC Inc., Vice President Total Rewards at Perspecta Inc., and Vice President Compensation and Benefits at Sodexo Inc. He earned his bachelor’s degree in accounting from The Pennsylvania State University.

  17. Director Nominees

    | Kontoor Brands, Inc. | 13 | 2026 Proxy Statement |

  18. 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 members of the leadership team, 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.

  19. 2025 Engagement Summary

    | Compensation Element | Director Compensation Program | | Annual Cash Retainer | $95,000, 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) |

  20. 2025 Director Compensation

    2025 Director Compensation

  21. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Robert K. Shearer | $196,621 | $185,000 | — | $381,621 | | Maryelizabeth R. Campbell | $91,621 | $160,000 | — | $251,621 | | Ashley D. Goldsmith | $116,621 | $160,000 | — | $276,621 | | Robert M. Lynch | $91,621 | $160,000 | — | $251,621 | | Mark L. Schiller | $105,577 | $160,000 | — | $265,577 | | Shelley Stewart, Jr. | $97,665 | $160,000 | — | $257,665 | | Andrew Page(3) | $37,335 | $160,000 | — | $197,335 |

  22. 2025 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 2025, Messrs. Shearer and Lynch deferred all cash compensation under the Kontoor Deferred Savings Plan for Non-Employee Directors. 2.Each director serving in fiscal 2025 was awarded 2,655 RSUs (except Shearer was awarded 3,070 RSUs) on May 1, 2025 in connection with compensation for fiscal 2025. 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 ($60.31 per RSU for the May 1, 2025 grants) computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used are summarized in Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the year ended January 3, 2026. 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 May 1, 2026. 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 January 3, 2026 was as follows: Mr. Shearer 42,999; Ms. Campbell 2,716 ; Ms. Goldsmith 5,345; Mr. Lynch 11,263; Mr. Schiller 8,651; and Mr. Stewart 2,716. None of the non-employee directors hold any options to purchase shares of Kontoor common stock as of January 3, 2026. 3.Mr. Page resigned from the Board on June 2, 2025.

  23. 2025 Director Compensation

    | Kontoor Brands, Inc. | 26 | 2026 Proxy Statement |

  24. 2025 Director Compensation

    Executive Compensation

  25. Executive Summary

    | Fiscal 2025 Compensation Related Action | Overview | | Annual Cash Incentive Design | We maintained the same three financial metrics and weightings from 2024 in the plan, consistent with our strategy and communication to investors: Revenue metric (weighted 20%), Adjusted Gross Margin Percentage metric (weighted 40%), and Adjusted Operating Income metric (weighted 40%). | | Long-Term Incentive Award Design | We maintained our cumulative three-year metrics and weightings that include Revenue (weighted 40%) and Adjusted EPS (weighted 60%) 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. |

  26. 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 actual 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 2025, 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 2025-27 relative TSR) • Payouts range from 0% to 200% of the targeted incentive opportunity (+25% or -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 • Align rewards to shareholder value creation through stock price growth and total shareholder return • Strengthen retention | Three-Year (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 | • Align rewards to shareholder value creation through stock price growth • Strengthen retention | Three-Year (ratable vesting) |

  27. 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 |

  28. 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. Refer to Kontoor’s website (www.kontoorbrands.com) for the Committee Charter. 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 all NEOs • Reviews and approves the compensation packages for all 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 its implementation, as appropriate, and gets periodic reports on such practices and related considerations from its independent compensation consultant | • Reviews total compensation outcomes of all 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 all NEOs • Annually reviews and considers a compensation program risk evaluation |

  29. Compensation Decision Making Process—Roles and Responsibilities

    | The Independent Committee Consultant | | | The Committee retained Frederic W. Cook & Co. Inc (“FW Cook”) as its independent compensation consultant to assist the Committee in accomplishing its objectives for 2025. The Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent 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, an independent 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, in 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 FW Cook attended all meetings and executive sessions of the Committee during 2025 • 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”) |

  30. 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 2025, the Committee in July 2024 reviewed the composition of the Peer Group Companies, for purposes of supporting senior executive pay decisions. Upon Committee review of the composition of the Peer Group, G-III Apparel Group, Ltd. and Ralph Lauren Corporation were removed due to their relatively large market capitalization, and Abercrombie & Fitch Company and American Eagle Outfitters Inc. were added due to their alignment with the selection criteria above. The Company’s Peer Group consisted of the following companies for fiscal 2025:

  31. Committee Process for Determining Compensation

    For fiscal 2025, 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, the Company currently participates in and uses executive compensation surveys for NEO positions, including the Willis Towers Watson General and Retail Executive Compensation Surveys. 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 2025, the Committee reviewed the composition of the Peer Group and, considering the recommendation from FW Cook, removed Caleres, Inc., Canada Goose Holdings, Inc., and Guess?, Inc. from the Peer Group due to their relatively small market capitalization and/or revenue, and added Crocs, PVH Corp., Tapestry, and V.F. Corporation due to their alignment with the selection criteria above. This Peer Group composition was utilized to make compensation decisions for Mr. Alkire, Ms. Broyles, and Mr. Kidd as noted beginning on page 35.

  32. Components of Total Direct Compensation

    Components of Total Direct Compensation The components of the target total direct compensation opportunity set by the Committee annually for each executive are short-term cash compensation (annual base salary and target annual cash incentive award) and long-term equity incentive compensation (performance-based and time-based RSUs under the Stock Plan). The Committee sets each portion of compensation based on Kontoor’s overall philosophy that a significant portion of each executive’s total direct compensation should be at-risk, meaning subject to fluctuation based on Kontoor’s financial and stock price performance. The at-risk components of total compensation targets are annual cash incentives and long-term equity compensation. The at-risk portion of target total compensation is greater for higher level positions, reflecting greater accountability for performance results. For our NEOs, 60% of our long-term equity incentive awards are at-risk and subject to financial performance objectives linked to our strategic priorities and shareholder returns.

  33. 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. 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

  34. Annual Cash Incentives

    | Kontoor Brands, Inc. | 35 | 2026 Proxy Statement |

  35. Annual Cash Incentives

    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. 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 that were also used for the 2024 AIP as the foundation for annual bonus payouts for the NEOs for 2025:

  36. Annual Cash Incentives

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

  37. 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 generally align with those used by companies in our Peer Group to motivate management. Additionally, the 2025 AIP continued to include a strategic modifier designed to reinforce operational performance through strategic goals. The AIP performance goals for 2025 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. The Kontoor performance goals are measured at threshold, target and maximum amounts and do not include contributions from the mid-year acquisition of Helly Hansen. Details of the performance goals and 2025 results are shown below:

  38. Fiscal Year 2025 Kontoor AIP Performance Goals

    Fiscal Year 2025 Kontoor AIP Performance Goals

  39. Fiscal Year 2025 Kontoor AIP Performance Goals

    | | | Performance Levels(1) | | | Year Ended December 2025 | | Performance Metric (Dollars in thousands) | Metric Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | AIP Performance Result(2,3) | | GAAP Revenue | 20% | $2,498,000 | $2,673,000 | $2,800,000 | $2,652,808 | | Adjusted Gross Margin | 40% | 44.5% | 45.5% | 46.0% | 46.2% | | Adjusted Operating Income(4) | 40% | $340,000 | $405,000 | $450,000 | $421,501 |

  40. Fiscal Year 2025 Kontoor AIP Performance Goals

    1.Performance achievement is interpolated between levels. 2.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 2025 financial plan. For 2025 the Committee began with GAAP revenue, adjusted gross margin, and adjusted operating income (calculated as adjusted gross profit minus adjusted selling, general, and administrative expenses) as reported in our earnings release, and further adjusted the results for differences between actual foreign exchange rates and the foreign exchange rates used in Kontoor’s 2025 financial plan. See “Appendix A-Supplemental Financial Information” at the end of this document for a reconciliation of adjusted measures. 3.2025 AIP targets and performance results exclude Helly Hansen contributions including 2025 contributions of GAAP revenue ($475.5 million), adjusted gross margin (0.4%), and adjusted operating income ($45.1 million). 4.Threshold performance for the Adjusted 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 2025 AIP was determined to be 153.5% prior to the application of the strategic modifier. Strategic Modifier–The 2025 AIP leveraged a strategic modifier based on driving EPS impact through synergies captured with the acquisition of Helly Hansen. The 2025 strategic modifier goal could impact the AIP payout by plus or minus 20%, based on the Company’s performance against the goal. Including the strategic modifier, the maximum AIP payout was capped at 200% of target.

  41. Fiscal Year 2025 Kontoor AIP Performance Goals

    | Kontoor Brands, Inc. | 36 | 2026 Proxy Statement |

  42. Fiscal Year 2025 Kontoor AIP Performance Goals

    The strategic modifier would not apply unless Adjusted Operating Income met or exceeded the threshold level of performance listed above. Additionally, including the strategic modifier, the maximum AIP payout was capped at 200% of target. The 2025 strategic goal was selected based on its alignment with Kontoor’s business plan and priorities. The table below summarizes the goals and results of the 2025 strategic modifier:

  43. Fiscal Year 2025 Kontoor AIP Performance Goals

    | Strategic Modifier Component | Does Not Meet (-20%) | Meets (0%) | Exceeds (10%) | Significantly Exceeds (+20%) | Result | 2025 AIP Impact | | Annualized Run-Rate Saving as Measured in EPS Impact | <$0.05 | > $0.05 and < $0.12 | > $0.12 and < $0.19 | > $0.19 | $0.22 | +20% |

  44. Fiscal Year 2025 Kontoor AIP Performance Goals

    Based on the annualized EPS run-rate savings impact of $0.22, it was determined that a +20% strategic modifier should be applied. As a result, the Committee determined payout for fiscal 2025 performance at 173.5%. The payments made to the NEOs under the AIP for 2025 are set forth in the table below:

  45. Fiscal Year 2025 Kontoor AIP Performance Goals

    | Executive | FY2025 Base Salary ($) | FY2025 AIP Target (%) | FY2025 AIP Target ($) | FY2025 AIP Performance Factor (%) | FY2025 AIP Award ($) | | Scott H. Baxter | 1,287,500 | 155% of salary | 1,995,625 | 173.5 | 3,462,409 | | Joseph A. Alkire (1) | 800,000 | 100% of salary | 705,616 | 173.5 | 1,224,245 | | Jennifer H. Broyles (2) | 750,000 | 100% of salary | 608,425 | 173.5 | 1,055,617 | | Thomas L. Doerr, Jr. | 600,000 | 75% of salary | 450,000 | 173.5 | 780,750 | | Peter A. Kidd (3) | 535,000 | 75% of salary | 386,003 | 173.5 | 669,716 | | Thomas E. Waldron (4) | 900,000 | 100% of salary | 673,151 | 173.5 | 1,167,916 |

  46. Fiscal Year 2025 Kontoor AIP Performance Goals

    1.Mr. Alkire became Kontoor’s Executive Vice President, Chief Financial Officer and Global Head of Operations effective July 29, 2025; his AIP target was 85% until August 2025, after which it was 100%, and his AIP award for the full year was prorated to reflect the change in target amounts. 2.Ms. Broyles became Kontoor’s Executive Vice President. Chief Commercial Officer and Global Head of Brands effective July 29, 2025; her AIP target was 75% until August 2025, after which it was 100%, and her AIP award for the full year was prorated to reflect the change in target amounts. 3.Mr. Kidd’s role expanded effective July 29, 2025; his award was prorated. 4.Mr. Waldron’s employment ended September 30, 2025; his award was prorated.

  47. 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 2025, we provided the following forms of long-term incentive compensation to our NEOs:

  48. 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 2025 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. |

  49. Long-Term Incentive Awards

    | Kontoor Brands, Inc. | 37 | 2026 Proxy Statement |

  50. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    Fiscal 2025-2027 Performance-Based RSU Plan Awards

  51. Fiscal 2025-2027 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% | Aligns executive pay to our shareholders interests |

  52. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    1.Adjusted earnings per share is our reported fiscal year end earnings per share and 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: Amer Sport, Inc., Canada Goose Holdings Inc., Capri Holdings Limited, Carter’s Inc., Columbia Sportswear Co., FIGS, Inc., G-III Apparel Group, Ltd., Gildan Activewear Inc., Levi Strauss & Co., Lululemon Athletica Inc., Movado Group, Inc., Oxford Industries, Inc., PVH Corp., Ralph Lauren Corporation, Superior Group of Companies, Inc., Tapestry, Inc., Under Armor, Inc., V.F. Corporation, and Vera Bradley, Inc. Performance-Based Restricted Stock Units (60% of Annual LTI Awards)–In fiscal 2025, we awarded executives PRSUs under the Stock Plan. At the beginning of the 2025-2027 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 2025 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:

  53. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    | Kontoor’s rTSR Percentile Relative to rTSR Peer Group | PRSU Payout Modifier as % of Target(1) | | > 75th | +25% | | 45th to 55th | 0% (no impact) | | < 25th | -25% |

  54. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    1.To the extent Kontoor’s relative TSR falls between two discrete points in the table above, linear interpolation shall be used to determine the Relative TSR modifier. Time-Based Restricted Stock Units (40% of Annual LTI Awards)–Executives were also awarded RSUs under the Stock Plan in fiscal 2025. 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 2025 LTI target award amounts are set forth below:

  55. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    | Name | PRSUs (60%)(1) ($) | RSUs (40%) ($) | Total Target Value of Award(2) ($) | | Scott H. Baxter | 4,800,000 | 3,200,000 | 8,000,000 | | Joseph A. Alkire | 810,000 | 540,000 | 1,350,000 | | Jennifer H. Broyles | 426,000 | 284,000 | 710,000 | | Thomas L. Doerr, Jr. | 372,000 | 248,000 | 620,000 | | Peter A. Kidd | 300,000 | 200,000 | 500,000 | | Thomas E. Waldron | 1,650,000 | 1,100,000 | 2,750,000 |

  56. Fiscal 2025-2027 Performance-Based RSU Plan Awards

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

  57. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    | Kontoor Brands, Inc. | 38 | 2026 Proxy Statement |

  58. Fiscal 2025-2027 Performance-Based RSU Plan Awards

    2.The 2025 PRSU and RSU awards are set forth in the Grants of Plan-Based Awards table on page 46. 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 44 and the Grant Date Fair Value of Stock and Option Awards column of the Grants of Plan-Based Awards Table on page 46.

  59. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results For the 2023-2025 PRSUs, performance for the Revenue and Adjusted EPS performance goals was calculated at 102.4% of target. Details of the performance goals and results are shown below and include the partial year contributions of Helly Hansen:

  60. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    | | | Performance Levels(1) | | | For the FY2023-2025 Performance Cycle Ended December 2025 | | | Performance Metric (Dollars in thousands) | Metric Weighting | Threshold (50%) | Target (100% | Maximum (200%) | PRSU Performance Result(2) | Payout Percentage | | Revenue | 40% | $7,524,000 | $8,360,000 | $8,861,000 | $8,321,000 | 39.1% | | Adjusted EPS | 60% | $12.15 | $14.81 | $17.50 | $14.96 | 63.3% | | Weighted Average | | | | | | 102.4% |

  61. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    1.Performance achievement is interpolated between levels. 2.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 2023-2025 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 fiscal 2023 advisory fees, as well as differences between actual foreign exchange rates and the foreign exchange rates used in Kontoor’s 2023 financial plan. See “Appendix A-Supplemental Financial Information” at the end of this document for a reconciliation of adjusted measures. The number of PRSUs earned for the fiscal 2023-2025 award could be increased or decreased based on Kontoor’s TSR relative to the companies in its 2023 rTSR Peer Group during the fiscal 2023-2025 performance period. The 2023 rTSR Peer Group consisted of the following companies, which as of the beginning of fiscal 2023, 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:

  62. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    | Canada Goose Holdings Inc. | Gildan Activewear Inc. | PVH Corp. | | 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. | | Ermenegildo Zegna N.V. | Oxford Industries, Inc. | Under Armour, Inc. | | Fossil Group, Inc. | PLBY Group, Inc. | V. F. Corporation | | G-III Apparel Group, Ltd. | | |

  63. Fiscal 2023-2025 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 2023 rTSR Peer Group; increased by 25% of target if Kontoor’s TSR was greater than or equal to the 75th percentile of the 2023 rTSR Peer Group; or decreased by 25% of target if Kontoor’s TSR was equal to or below the 25th percentile of the 2023 rTSR Peer Group. For the fiscal 2023-2025 performance period, Kontoor’s TSR relative to the 2023 rTSR Peer Group was determined to be at the 79th percentile, resulting in an increase of 25% of target in the number of PRSUs earned for the fiscal 2023-2025 award.

  64. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    | Kontoor Brands, Inc. | 39 | 2026 Proxy Statement |

  65. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    Therefore, the Committee determined that the level of achievement for the PRSUs granted in fiscal 2023 was 127.4% of target, determined by adding the weighted achievement of the Revenue and Adjusted EPS goals for the fiscal 2023-2025 performance period (102.4% of target) and the relative TSR modifier (25% of target) as outlined in the table below.

  66. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    | PRSU Component | Payout as % of Target | | Financial Metrics | 102.4%(1) | | Relative TSR Modifier(2) | 25.0% | | Final FY23 - FY25 PRSU Payout | 127.4% |

  67. Fiscal 2023-2025 Performance-Based RSU Performance Goals and Results

    1.FY23-FY25 performance was assessed at 102.4% of target for the Revenue and Adjusted EPS performance goals. 2.For the fiscal 2023-2025 performance period, Kontoor’s beginning stock price was $32.15 reflecting a 20-day average price prior to January 1, 2023, and $65.79, reflecting a 20-day average price ending on January 3, 2026. Stock prices were adjusted for dividends paid during the performance period. This resulted in a TSR of 77.09% for Kontoor, which placed Kontoor at the 78.95th percentile of the 2023 rTSR Peer Group.

  68. 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 out of the senior executives, including NEOs, 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 “2025 Nonqualified Deferred Compensation.”

  69. Pension Benefits

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

  70. Executive Severance Plan

    Executive Severance Plan As previously disclosed, on February 11, 2026, the Committee approved and adopted an Executive Severance Plan, which is intended to provide eligible employees, including NEOs, with certain compensation and benefits in the event the employee experiences a qualifying termination outside the context of a change in control. The Committee adopted the Executive Severance Plan to serve as an important component of a competitive compensation package designed to attract and retain qualified, high caliber senior executives. The Executive Severance Plan is described in detail below in the “Potential Payments Upon Change in Control, Retirement or Termination of Employment” section.

  71. 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.

  72. Change-in-Control Agreements

    | Kontoor Brands, Inc. | 41 | 2026 Proxy Statement |

  73. 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 2025.

  74. 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.

  75. Timing of Equity-Based Awards

    Timing of Equity-Based Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Committee may also consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, at the discretion of the Committee. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Committee has delegated limited authority to the Chief Executive Officer to grant equity awards, excluding awards to executive officers. Annual equity awards granted by the Chief Executive Officer will generally be effective on or about April 1. All special equity awards granted by the Chief Executive Officer will generally be effective on the fifteenth day of the month.

  76. Summary Compensation Table for Fiscal 2025

    Summary Compensation Table for Fiscal 2025 The following table summarizes the compensation of our NEOs in fiscal 2025, 2024, and 2023.

  77. Summary Compensation Table for Fiscal 2025

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Scott H. Baxter President, Chief Executive Officer and Chairman of the Board | 2025 | 1,287,500 | — | 7,986,319 | — | 3,462,409 | 467,650 | 13,203,878 | | | 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 | | Joseph A. Alkire Executive Vice President, Chief Financial Officer, and Global Head of Operations(5) | 2025 | 763,135 | — | 1,347,728 | — | 1,224,245 | 126,455 | 3,461,563 | | | 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 | | Jennifer H. Broyles Executive Vice President, Chief Commercial Officer, and Global Head of Brands(6) | 2025 | 680,577 | — | 708,843 | — | 1,055,617 | 110,129 | 2,555,166 | | | 2024 | 537,846 | — | 734,772 | — | 647,157 | 53,178 | 1,972,953 | | | 2023 | — | — | — | — | — | — | — | | Thomas L. Doerr, Jr. Executive Vice President, Chief Legal Officer & Secretary | 2025 | 591,375 | — | 618,983 | — | 780,750 | 66,251 | 2,057,359 | | | 2024 | 561,375 | — | 655,548 | — | 623,040 | 84,228 | 1,924,191 | | | 2023 | 544,250 | — | 601,171 | — | 296,186 | 64,565 | 1,506,172 | | Peter A. Kidd Executive Vice President, Chief Human Resources Officer(7) | 2025 | 507,707 | — | 499,234 | — | 669,716 | 65,460 | 1,742,117 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Thomas E. Waldron Former Executive Vice President, Chief Operating Officer(8) | 2025 | 675,673 | — | 6,001,058 | — | 1,167,916 | 377,019 | 8,221,666 | | | 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 |

  78. Summary Compensation Table for Fiscal 2025

    1.Values in this column represent a discretionary and/or sign-on bonus paid to Mr. Alkire. 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 18 to our audited financial statements included in our Annual Report on Form 10-K for the year ended January 3, 2026 (“Form 10-K”). The grant date fair value of RSUs granted in 2025 is calculated using the closing price per share of Kontoor common stock on the date of grant ($64.71). The same methodology was also used to determine the grant date fair value of the RSUs granted in 2024 and 2023. The dollar amounts equal to the aggregate grant date fair value of RSUs granted in 2025 include for Mr. Baxter, $3,064,148 (47,352 RSUs that vest ratably in 2026, 2027 and 2028); for Mr. Alkire, $517,098 (7,991 RSUs that vest ratably in 2026, 2027 and 2028); for Ms. Broyles, $271,976 (4,203 RSUs that vest ratably in 2026, 2027 and 2028); for Mr. Doerr, $237,486 (3,670 RSUs that vest ratably in 2026, 2027 and 2028; for Mr. Kidd, $191,542 (2,960 RSUs that vest ratably in 2026, 2027, and 2028); and for Mr. Waldron, $1,053,349 (16,278 RSUs that vest ratably in 2026, 2027, and 2028). Dividend equivalents accrue on these RSUs subject to the same vesting requirements as apply to the RSUs. Additionally, as previously disclosed, pursuant to his Separation Agreement, Mr. Waldron remained eligible to earn the performance-based restricted stock units granted in 2025 based on actual performance following the end of the applicable performance period and to vest in his time-based restricted stock units granted in 2025 as if his employment had not terminated. This treatment of his equity awards was deemed a modification of the awards under the applicable accounting standards, resulting in an incremental expense in the aggregate amount of $3,255,681. That incremental expense is shown in the “Stock Awards” column for Mr. Waldron. The grant date fair value of the PRSUs granted in 2025 was based on the closing share price on the grant date, April 1, 2025 ($64.71), and an assumed probable outcome of the applicable performance goals. The financial performance goals for the PRSUs granted in 2025 relate to revenue and adjusted earnings per share over the 2025-2027 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.

  79. Summary Compensation Table for Fiscal 2025

    | Kontoor Brands, Inc. | 44 | 2026 Proxy Statement |

  80. Summary Compensation Table for Fiscal 2025

    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 2025 were: •for Mr. Baxter, $4,922,171 (consisting of $4,596,157 attributable to the revenue and adjusted earnings per share performance measures for the 2025-2027 cycle, and $326,014 attributable to relative total shareholder return for the 2025-2027 cycle); •for Mr. Alkire, $830,630 (consisting of $775,614 attributable to the revenue and adjusted earnings per share performance measures for the 2025-2027 cycle, and $55,016 attributable to relative total shareholder return for the 2025-2027 cycle); •for Ms. Broyles, $436,867 (consisting of $407,932 attributable to the revenue and adjusted earnings per share performance measures for the 2025-2027 cycle, and $28,935 attributable to relative total shareholder return for the 2025-2027 cycle); •for Mr. Doerr, $381,497 (consisting of $356,229 attributable to the revenue and adjusted earnings per share performance measures for the 2025-2027 cycle, and $25,268 attributable to relative total shareholder return for the 2025-2027 cycle); •for Mr. Kidd, $307,692 (consisting of $287,312 attributable to the revenue and adjusted earnings per share performance measures for the 2025-2027 cycle, and $20,380 attributable to relative total shareholder return for the 2025-2027 cycle); and •for Mr. Waldron, $1,692,028 (consisting of $1,579,959 attributable to the revenue and adjusted earnings per share performance measures for the 2025-2027 cycle, and $112,069 attributable to relative total shareholder return for the 2025-2027 cycle). Assuming achievement of the financial performance goals at the maximum level, the grant date fair value of such PRSU awards would have been as follows: Mr. Baxter, $10,667,384; Mr. Alkire, $1,800,180; Ms. Broyles, $946,782; Mr. Doerr, $826,831; Mr. Kidd, $666,833; and Mr. Waldron, $3,666,978. For details 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 37-39. 3.The amounts in this column for 2025 represent cash awards earned under the AIP. The payments for 2025 are expected to be made on or about March 13, 2026. 4.The amounts for 2025 include matching contributions under the Kontoor Executive Deferred Savings Plan II (the “EDSP II”) as follows: Mr. Baxter, $258,492; Mr. Alkire, $79,383; Ms. Broyles, $59,172; Mr. Doerr, $21,602; Mr. Kidd, $40,517; and Mr. Waldron, $106,010 . This amount also includes $21,000 in matching contributions under the 401(k) Plan for Mr. Baxter, Mr. Alkire, Mr. Doerr, Mr. Kidd, and Mr. Waldron; and $26,967 for Ms. Broyles. For Mr. Baxter, this amount also includes the following: (1) $4,618 for an annual physical (which includes a tax gross up thereon in the amount of $2,018); (2) $19,360 for financial planning services (which includes a tax gross up thereon in the amount of $8,460); (3) $101,605, as the incremental cost of personal use of our corporate aircraft;(4) $55,000 for home and digital security expenses; and (5) a de minimis in-kind gift card. 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 of 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) $4,618 for an annual physical (which includes a tax gross up thereon in the amount of $2,018); and (2) $19,360 for financial planning services (which includes a tax gross up thereon in the amount of $8,460). For Ms. Broyles, this amount includes the following: (1) $3,465 for an annual physical (which includes a tax gross up thereon in the amount of $995; (2) $18,865 for financial planning services (which includes a tax gross up thereon in the amount of $5,415), and (3)a de minimis in-kind gift card. For Mr. Doerr, this amount includes (1) $21,445 for financial planning services (which includes a tax gross up thereon in the amount of $10,545). For Mr. Kidd, this amount also includes (1) $2,016 as the incremental cost of personal use of our corporate aircraft. For Mr. Waldron, this amount also includes (1) $4,618 for an annual physical (which includes a tax gross up thereon in the amount of $2,018); (2) $19,360 for financial planning services (which includes a tax gross up thereon in the amount of $8,460); (3) $2,643 as the incremental cost of personal use of our corporate aircraft; and (4) $218,077 in cash severance paid in 2025. 5.Mr. Alkire became Kontoor’s Executive Vice President, Chief Financial Officer and Global Head of Operations effective July 29, 2025. 6.Ms. Broyles became Kontoor’s Executive Vice President, Chief Commercial Officer and Head of Global Brands effective July 29, 2025. She was not a named executive officer in fiscal year 2023. 7.Mr. Kidd was not a named executive officer in fiscal years 2023 or 2024. 8.Mr. Waldron’s employment ended September 30, 2025.

  81. Summary Compensation Table for Fiscal 2025

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  82. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  83. 2025 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 | | | | | | | | | | 4/1/25 | 2/24/25 | | | | 35,514 | 71,027 | 159,811 | | | | 4,922,171(4) | | | 4/1/25 | 2/24/25 | | | | | | | 47,352 | | | 3,064,148(5) | | Joseph A. Alkire | | | 352,808 | 705,616 | 1,411,232 | | | | | | | | | | 4/1/25 | 2/24/25 | | | | 5,993 | 11,986 | 26,969 | | | | 830,630(4) | | | 4/1/25 | 2/24/25 | | | | | | | 7,991 | | | 517,098(5) | | Jennifer H. Broyles | | | 304,213 | 608,425 | 1,216,850 | | | | | | | | | | 4/1/25 | 2/24/25 | | | | 3,152 | 6,304 | 14,184 | | | | 436,867(4) | | | 4/1/25 | 2/24/25 | | | | | | | 4,203 | | | 271,976(5) | | Thomas L. Doerr, Jr. | | | 225,000 | 450,000 | 900,000 | | | | | | | | | | 4/1/25 | 2/24/25 | | | | 2,753 | 5,505 | 12,386 | | | | 381,497(4) | | | 4/1/25 | 2/24/25 | | | | | | | 3,670 | | | 237,486(5) | | Peter A. Kidd | | | 193,002 | 386,003 | 772,006 | | | | | | | | | | 4/1/25 | 2/24/25 | | | | 2,220 | 4,440 | 9,990 | | | | 307,692(4) | | | 4/1/25 | 2/24/25 | | | | | | | 2,960 | | | 191,542(5) | | Thomas E. Waldron | | | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 4/1/25 | 2/24/25 | | | | 12,208 | 24,416 | 54,936 | | | | 1,692,028(4) | | | 4/1/25 | 2/24/25 | | | | | | | 16,278 | | | 1,053,349(5) | | | | 8/29/25 | | | | | | | | | | 3,255,681(6) |

  84. 2025 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 35-37. Depending upon the level of achievement of each of the specified performance goals, annual cash awards could range from 0% to 200% of the targeted incentive opportunity for each AIP participant. 3.The amounts in these columns represent the threshold, target and maximum PRSU awards for the three-year performance cycle December 29, 2024–January 1, 2028. 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 37-38. 4.In February 2025, the Talent and Compensation Committee approved the following PRSU awards for the three-year performance cycle December 29, 2024–January 1, 2028: Mr. Baxter 71,027 PRSUs; Mr. Alkire 11,986 PRSUs; Ms. Broyles 6,304 PRSUs; Mr. Doerr 5,505 PRSUs; Mr. Kidd 4,440 PRSUs; and Mr. Waldron 24,416 PRSUs. The grant date fair value attributable to 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 2025, the Talent and Compensation Committee approved the following RSU awards that each vest ratably in 2026, 2027 and 2028: Mr. Baxter 47,352 RSUs; Mr. Alkire 7,991 RSUs; Ms. Broyles 4,203 RSUs; Mr. Doerr 3,670 RSUs; Mr Kidd. 2,960 RSUs; and Mr. Waldron 16,278 RSUs. The grant date of these awards was April 1, 2025. 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 ($64.71) by the number of RSUs granted. See Footnote 2 to the Summary Compensation Table. The assumptions used are summarized in Note 18 to our audited financial statements included in our Form 10-K. 6.As previously disclosed, pursuant to his Separation Agreement, Mr. Waldron remained eligible to earn the performance-based restricted stock units granted in 2025 based on actual performance following the end of the applicable performance period and to vest in his time-based restricted stock units granted in 2025 as if his employment had not terminated. This treatment of his equity awards was deemed a modification of the awards under the applicable accounting standards, resulting in an incremental expense in the aggregate amount of $3,255,681. That incremental expense is shown in the “Grant Date Fair Value of Stock and Option Awards” column for Mr. Waldron.

  85. 2025 Grants of Plan-Based Awards

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  86. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  87. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | 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 | | | | | | | 4/01/23 | | | | 19,074(6) | 1,173,062 | | | | | 4/01/24 | | | | 33,705(7) | 2,072,867 | | | | | 4/01/25 | | | | 48,438(8) | 2,978,954 | | | | | 4/01/23 | | | | 108,151(9) | 6,651,264 | | | | | 4/01/24 | | | | | | 144,184(10) | 8,867,316 | | | 4/01/25 | | | | | | 71,027(11) | 4,368,161 | | Joseph A. Alkire | 9/15/23 | | | | 1,962(6) | 120,689 | | | | | 4/01/24 | | | | 5,928(7) | 364,563 | | | | | 4/01/25 | | | | 8,174(8) | 502,721 | | | | | 9/15/23 | | | | 11,233(9) | 690,849 | | | | | 9/15/23 | | | | 28,194(9) | 1,733,900 | | | | | 4/01/24 | | | | | | 25,358(10) | 1,559,517 | | | 4/01/25 | | | | | | 11,986(11) | 737,139 | | Jennifer H. Broyles | 4/01/23 | | | | 643(6) | 39,569 | | | | | 12/15/23 | | | | 1,341(6) | 82,477 | | | | | 4/01/24 | | | | 3,232(7) | 198,747 | | | | | 4/01/25 | | | | 4,299(8) | 264,414 | | | | | 4/01/23 | | | | 3,648(9) | 224,348 | | | | | 4/01/24 | | | | | | 13,822(10) | 850,053 | | | 4/01/25 | | | | | | 6,304(11) | 387,696 | | Thomas L. Doerr, Jr. | 4/01/23 | | | | 1,675(6) | 103,027 | | | | | 4/01/24 | | | | 2,882(7) | 177,268 | | | | | 4/01/25 | | | | 3,754(8) | 230,883 | | | | | 4/01/23 | | | | 9,500(9) | 584,273 | | | | | 4/01/24 | | | | | | 12,332(10) | 758,418 | | | 4/01/25 | | | | | | 5,505(11) | 338,558 |

  88. Outstanding Equity Awards at Fiscal Year-End 2025

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  89. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | 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) ($) | | Peter A. Kidd | 3/15/23 | | | | 602(6) | 37,012 | | | | | 4/01/23 | | | | 599(6) | 36,810 | | | | | 8/15/23 | | | | 1190(6) | 73,182 | | | | | 4/01/24 | | | | 2,650(7) | 162,970 | | | | | 4/01/25 | | | | 3,028(8) | 186,216 | | | | | 3/15/23 | | | | 3,414(9) | 209,935 | | | | | 4/01/23 | | | | 3,394(9) | 208,748 | | | | | 8/15/23 | | | | 6,784(9) | 417,027 | | | | | 4/01/24 | | | | | | 11,336(10) | 697,164 | | | 4/01/25 | | | | | | 4,440(11) | 273,060 | | Thomas E. Waldron | 4/01/23 | | | | 5,146(6) | 316,482 | | | | | 4/01/24 | | | | 12,786(7) | 786,318 | | | | | 4/01/25 | | | | 16,651(8) | 1,024,063 | | | | | 4/01/23 | | | | 29,179(9) | 1,794,534 | | | | | 4/01/24 | | | | | | 54,692(10) | 3,363,558 | | | 4/01/25 | | | | | | 24,416(11) | 1,501,584 |

  90. Outstanding Equity Awards at Fiscal Year-End 2025

    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 $61.50, the closing market price of Kontoor’s common stock at January 3, 2026, 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 $61.50, the closing market price of Kontoor’s common stock at January 3, 2026. For a discussion of vesting, forfeiture, and other terms applicable to the PRSUs, see the “Compensation Discussion and Analysis” on pages 37-38. 6.The number represents the number of RSUs that were awarded under the Stock Plan in 2023 to the following NEOs: Mr. Baxter 52,297; Mr. Alkire 5,504 RSUs ; Ms. Broyles 1,764 RSUs and 3,793 RSUs; Mr. Doerr 4,594 RSUs; Mr Kidd 1,651 RSUs, 1,641 RSUs, and 3,302 RSUs; and Mr. Waldron 15,389 RSUs . RSUs vest ratably over three years and will fully vest in 2026, provided, except in the case of Mr. Waldron, that the NEO remains an employee of Kontoor. 7.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; Ms. Broyles 4,608 RSUs; Mr. Doerr 4,111 RSUs; Mr. Kidd RSUs; and Mr. Waldron 18,231 RSUs. RSUs vest ratably over three years and will fully vest in 2027, provided, except in the case of Mr. Waldron, that the NEO remains an employee of Kontoor. 8.The number represents the number of RSUs that were awarded under the Stock Plan in 2025 to the following NEOs: Mr. Baxter 47,352 RSUs; Mr. Alkire 7,991 RSUs; Ms. Broyles 4,203 RSUs; Mr. Doerr 3,670 RSUs; Mr. Kidd 2,960 RSUs; and Mr. Waldron 16,278 RSUs; . RSUs vest ratably over three years and will fully vest in 2028, provided, except in the case of Mr. Waldron, that the NEO remains an employee of Kontoor. 9.The number represents the number of Kontoor PRSUs that were earned in 2023 for the three-year performance cycle ending January 3, 2026 based on achievement at 127.4% 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 January 3, 2026.

  91. Outstanding Equity Awards at Fiscal Year-End 2025

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  92. Outstanding Equity Awards at Fiscal Year-End 2025

    10.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 above target performance level of 200% (rounded to the nearest whole number of shares) because performance through January 3, 2026 was trending above 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 target payout level). 11.The number represents the number of Kontoor PRSUs that were awarded in 2025 for the three-year performance cycle ending January 1, 2028 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).

  93. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information for our NEOs regarding stock option exercises and stock award vesting during fiscal 2025.

  94. 2025 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 | — | — | 104,130 | 6,771,884 | | Joseph A. Alkire | — | — | 12,176 | 929,384 | | Jennifer H. Broyles | — | — | 8,429 | 545,559 | | Thomas L. Doerr, Jr. | — | — | 15,896 | 1,044,189 | | Peter A. Kidd | — | — | 8,956 | 591,516 | | Thomas E. Waldron | — | — | 31,063 | 2,019,008 |

  95. 2025 Option Exercises and Stock Vested

    1.No stock options were exercised by our NEOs during fiscal year 2025. 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.

  96. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation Kontoor provides its U.S. based 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 NEOs participate in the EDSP II, only Mr. Waldron participated in the EDSP. No NEO made any contributions to, and Kontoor did not make any contributions to, any account under the EDSP in 2025. 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.

  97. 2025 Nonqualified Deferred Compensation

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  98. 2025 Nonqualified Deferred Compensation

    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 non-qualified deferred compensation in which our NEOs participate. For 2025, each of our NEOs participated in the EDSP II, and Mr. Waldron participated in the EDSP.

  99. 2025 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 January 3, 2026(4) ($) | | Scott H. Baxter | EDSP II | 280,205 | 258,492 | 603,028 | 0 | 14,609,090 | | Joseph A. Alkire | EDSP II | 100,782 | 79,383 | 51,927 | 0 | 338,715 | | Jennifer H. Broyles | EDSP II | 137,908 | 59,172 | 124,132 | 0 | 754,010 | | Thomas L. Doerr, Jr. | EDSP II | 37,382 | 21,602 | 54,300 | 0 | 314,379 | | Peter A. Kidd | EDSP II | 134,854 | 40,517 | 50,195 | 0 | 333,264 | | Thomas E. Waldron | EDSP II | 127,495 | 106,010 | 453,230 | 0 | 4,208,176 | | | EDSP | 0 | 0 | 92,203 | 0 | 624,853 |

  100. 2025 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 $350,000 in 2025). 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.

  101. 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 January 3, 2026. 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.

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

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

    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 or her awards due to retirement. As previously disclosed, in fiscal year 2026, the Committee approved and adopted an Executive Severance Plan (the “Severance Plan”), which is intended to provide eligible employees, including our NEOs, with certain compensation and benefits in the event the employee experiences a Qualifying Termination (as defined below) outside of the context of a change in control. The benefits that would be provided by the Severance Plan in the event of a Qualifying Termination are not included in the quantifications below because, as required by SEC regulations, those quantifications assume that the triggering event or events occur on the last day of the most recent fiscal year, and the Severance Plan was not in place on the last day of fiscal year 2025. Under the Severance Plan, upon an eligible employee’s Qualifying Termination, subject to the terms and conditions of the Severance Plan, the employee will be entitled to severance benefits consisting of base salary continuation, eligibility for subsidized COBRA coverage and a prorated annual bonus based on actual performance. The length of base salary continuation and subsidized COBRA coverage will vary according to the tiers shown below:

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

    | Tier of Severance Benefit | Base Salary Continuation Period | COBRA Coverage Period | | Tier 1 (Chief Executive Officer) | 24 months | 18 months | | Tier 2 (Executive Vice Presidents) | 18 months | 12 months | | Tier 3 (Senior Vice Presidents/Other) | 12 months | 9 months |

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

    A “Qualifying Termination” is defined for purposes of the Severance Plan as a separation from service that is either a termination by the Company without cause (as defined in the Severance Plan) or by the eligible employee for good reason (as defined in the Severance Plan). “Cause” is defined in the Severance Plan generally to include an eligible employee’s (a) failure, neglect or refusal to perform lawful employment duties (other than due to disability), (b) commission of certain willful, intentional or grossly negligent acts, (c) violation or failure to comply in any material respect with certain rules or policies, (d) commission of an act constituting a felony or misdemeanor involving fraud, theft, deceit or any other form of dishonesty, (e) misappropriation or embezzlement of our property or (f) breach of any material provision of any applicable agreement with us or our affiliates. “Good reason” is defined in the Severance Plan generally to include (1) a material reduction in the eligible employee’s authority or responsibilities, (2) a material diminution in the budget for which the employee is responsible, (3) a material reduction in base salary, (4) a material change in the geographic location where the employee is to provide services; or (5) a material breach of any agreement with the employee on our part. To be eligible for benefits under the Severance Plan, an eligible employee must execute a participation agreement prior to a Qualifying Termination, incur a Qualifying Termination that does not entitle the employee to receive benefits under a Change in Control Agreement, remain employed and continue adequately to perform job responsibilities through the job-end date and provide and comply with a release as described in the Severance Plan, including compliance with applicable restrictive covenants. An otherwise eligible employee will not be eligible to receive benefits under the Severance Plan if the employee has the opportunity to continue in employment in the same or in a qualifying alternative position with us or an affiliate or if the employee has violated any provision of the Severance Plan.

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

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  107. 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.

  108. Potential Payments Upon a Change in Control of Kontoor

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  109. Potential Payments Upon a Change in Control of Kontoor

    Generally, severance benefits payable to our NEOs under the Change-in-Control Agreements 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 health coverage applicable under COBRA regulations and entitlements under retirement plans, as applicable under its respective plan document. 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. The following table shows the payments to which each of our NEOs (other than Mr. Waldron) would have been 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 January 3, 2026:

  110. 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 | 14,202,229 | 1,995,625 | 21,677,966 | 0 | 59,126 | $37,934,946 | | Joseph A. Alkire | 6,052,491 | 800,000 | 4,925,813 | 0 | 59,126 | 11,837,430 | | Jennifer H. Broyles | 5,398,794 | 750,000 | 1,622,278 | 0 | 58,218 | 7,829,290 | | Thomas L. Doerr, Jr. | 4,128,443 | 450,000 | 1,813,216 | 0 | 98,422 | 6,490,081 | | Peter A. Kidd | 3,602,101 | 401,250 | 1,950,311 | 0 | 57,565 | 6,011,227 |

  111. 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 or her 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 January 3, 2026, assuming the executive had terminated employment due to death or disability:

  112. Payments Upon Termination Due to Death or Disability

    | Name | Unvested RSU Awards ($) | Unvested PRSU Awards(1) ($) | Unvested Stock Options ($) | Total ($) | | Scott H. Baxter | 3,245,929 | 15,453,082 | 0 | 18,699,011 | | Joseph A. Alkire | 485,252 | 3,937,840 | 0 | 4,423,092 | | Jennifer H. Broyles | 320,793 | 1,037,071 | 0 | 1,357,864 | | Thomas L. Doerr, Jr. | 280,294 | 1,302,039 | 0 | 1,582,333 | | Peter A. Kidd | 309,973 | 1,454,122 | 0 | 1,764,095 |

  113. Payments Upon Termination Due to Death or Disability

    1.Under our PRSUs, upon death or disability, PRSUs earnable for the incomplete cycles (2024-2026 and 2025-2027) 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.

  114. Payments Upon Termination Without Cause Other Than Under the Severance Plan

    Payments Upon Termination Without Cause Other Than Under the Severance Plan 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. Prior to the adoption of the Severance Plan following the end of fiscal year 2025. The NEOs had no rights to severance pay in the event of a termination by Kontoor without “cause” prior to a change in control. Amounts that would have been paid in respect of PRSUs and RSUs upon a qualifying termination on the last day of fiscal year 2025 are as follows:

  115. Payments Upon Termination Without Cause Other Than Under the Severance Plan

    | Name | Unvested RSU Awards ($) | Unvested PRSU Awards ($) | Unvested Stock Options ($) | Total ($) | | Scott H. Baxter | 3,245,929 | 11,084,922 | 0 | 14,330,851 | | Joseph A. Alkire | 359,798 | 2,946,009 | 0 | 3,305,807 | | Jennifer H. Broyles | 238,488 | 508,474 | 0 | 746,962 | | Thomas L. Doerr, Jr. | 224,670 | 837,769 | 0 | 1,062,439 | | Peter A. Kidd | 246,139 | 1,068,912 | 0 | 1,315,051 |

  116. Payments Upon Termination Without Cause Other Than Under the Severance Plan

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  117. 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.

  118. Payments Upon Termination for Cause or Resignation

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  119. Pay Versus Performance Table

    Pay Versus Performance Table

  120. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO(3) ($) | Compensation Actually Paid to PEO ($) | Average Summary CompensationTable Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | KTB Total Shareholder Return ($) | S&P 1500 Apparel Retail Index Total Shareholder Return ($) | KTB GAAP Net Income ($) | KTB Adjusted EPS(2) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 13,203,878 | 13,592,361 | 3,607,574 | 3,006,240 | 180.80 | 223.27 | 227,452,000 | 5.59 | | 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 |

  121. Pay Versus Performance Table

    1.Our Chief Executive Officer, Scott H. Baxter, served as our Principal Executive Officer (“PEO”) in 2025, 2024, 2023, 2022, and 2021. Our other NEOs (“Non-PEO NEOs”) included: a.For 2025, Joseph A. Alkire, Jennifer H. Broyles, Thomas L. Doerr, Jr, Peter A. Kidd, and Thomas E. Waldron (who served for nine months in 2025). 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. 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 2025 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:

  122. Pay Versus Performance Table

    | | 2025 | | | Reconciliation of Summary Compensation Totals and Compensation Actual Paid | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total (columns (b) and (d)) | 13,203,878 | 3,607,574 | | Less Stock Award and Option Award Values Reported in Summary Compensation Table for the Fiscal Year | 7,986,319 | 1,835,169 | | Plus Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Fiscal Year | 8,525,803 | 1,262,310 | | Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Year that are Outstanding and Unvested at End of Fiscal Year | 1,111,859 | 193,786 | | 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 | (1,262,861) | (222,261) | | 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 | 0 | 0 | | Compensation Actually Paid | 13,592,361 | 3,006,240 |

  123. Pay Versus Performance Table

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  124. 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 January 3, 2026.

  125. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures

  126. 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 (%) | | 2021 to 2025 | (10) | 1 | 81 | 90 | 16 | 30 |

  127. 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 2021 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 1%, respectively, compared to the Company’s 81% 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 2021 to 2025, the compensation actually paid to our PEO decreased by 10% and the average of the compensation actually paid to the Other NEOs increased by 1%, respectively, compared to a 16% 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 2021 to 2025, the compensation actually paid to our PEO decreased by 10% and the average of the compensation actually paid to the Other NEOs increased by 1%, respectively, compared to a 30% 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 90% from 2021 to 2025 as compared to the Company’s TSR, which was 81% over the same time period.

  128. Relationship Between Compensation Actually Paid and Performance Measures

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  129. 2025 CEO Pay Ratio

    2025 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 47% of our workforce is located in Latin America and Mexico, 28% is located in the U.S. and Canada, and 25% is located in the Asia-Pacific Countries (APAC) and Europe, Middle East and Africa (EMEA) regions. As required by SEC rules, we are reporting the ratio of the annual total compensation of our CEO to the annual total compensation of our “median employee.” The latter is an estimate calculated consistent with SEC rules, based on our payroll and employment records and the methodology described below. SEC rules allow a variety of methodologies and exclusions and permit reasonable estimates and assumptions. To identify our median employee for fiscal 2025, we began by identifying all the employees in our active global employee population as of October 31, 2025 (excluding, as permitted by SEC’s rules, employees acquired as a result of the Helly Hansen transaction that was completed in fiscal year 2025), which comprised 9,169 full-time, part-time, temporary, and seasonal employees in 23 countries throughout the world. Of that population, 2,656 were U.S. employees and 6,513 were non-U.S. employees. There were approximately 1,350 employees excluded as a result of the Helly Hansen acquisition on May 31, 2025. 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 ten-month period ended October 31, 2025. We did not annualize the compensation of employees included in the calculation who were hired during the ten-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 October 31, 2025. We did not make any cost-of-living adjustments. Based on the process described above, we determined that our fiscal 2025 median employee was a full-time, Mexico-based production operator whose fiscal 2025 annual total compensation was $10,618, calculated in accordance with the requirements of the Summary Compensation Table. Our CEO received $13,203,878 in annual total compensation for the same period. Therefore, the ratio of the fiscal 2025 annual total compensation of our CEO to the fiscal 2025 annual total compensation of our median employee was estimated to be 1,244:1.