Kontoor Brands, Inc.
For the period ended Dec 30, 2023. Filed Mar 7, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 30, 2023 · Filed Mar 7, 2024
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Contents
Pay versus Performance Table
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.
Pay Versus Performance Table
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year(1)(a) | SummaryCompensationTable Total for PEO(5)(b) | CompensationActually Paidto PEO(3)(c) | Average SummaryCompensationTable Total forNon-PEO NEOs(5)(d) | Average CompensationActually Paidto Non-PEONEOs(3)(e) | KTB TotalShareholderReturn(f) | S&P 1500Apparel RetailIndex TotalShareholderReturn(2)(g) | KTB GAAP Net Income ($)(h) | KTBAdjusted EPS(4)(i) |
| 2023 | $9,941,061 | $18,546,137 | $2,717,892 | $4,536,644 | $169.98 | $161.65 | $230,994,000 | $4.26 |
| 2022 | $11,412,428 | $10,073,865 | $3,175,275 | $3,019,955 | $104.55 | $130.00 | $245,493,000 | $4.49 |
| 2021 | $9,979,870 | $15,136,974 | $2,375,813 | $2,968,532 | $127.77 | $131.74 | $195,423,000 | $4.28 |
| 2020 | $6,222,014 | $5,245,625 | $1,742,947 | $1,477,039 | $98.08 | $112.02 | $67,923,000 | $2.61 |
- Our Chief Executive Officer, Scott H. Baxter, served as our Principal Executive Officer (“PEO”) in 2023, 2022, 2021 and 2020. Our other NEOs (“Non-PEO NEOs”) included:
a. For 2023, Joseph A. Alkire (who served for four months in 2023), Thomas L. Doerr, Jr, Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton.
b. For 2022, Thomas L. Doerr, Jr. (who served for seven months in 2022), Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton.
c. For 2021, Laurel E. Krueger (who served for eight months in 2021), Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton.
d. For 2020, Laurel E. Krueger, Thomas E. Waldron, Christopher M. Waldeck, and Rustin E. Welton.
The total shareholder return amounts shown in this column differ from the amounts shown in the proxy statement filed in 2023, for the years ended 2022, 2021, and 2020, due to a correction in the methodology used to calculate total shareholder return.
The compensation actually paid amounts shown in this column differ from the amounts shown in the proxy statement filed in 2023, for the years ended 2022, 2021, and 2020, due to a correction in the methodology used to calculate compensation actually paid for our PEO and the average compensation paid to our non-PEO NEOs.
The Company has identified Adjusted EPS as the company-selected measure for the pay versus performance disclosure, representing the most important financial performance measure used to link compensation actually paid to the PEO and the other NEOs in 2023 to the Company's performance. See “Appendix B-Reconciliation of Adjusted Financial Measures” at the end of this document for a reconciliation to the most directly comparable GAAP measure.
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:
| 2023 · 2022 · 2021 · 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation of Summary Compensation Totals and Compensation Actual Paid | PEO | Average Non-PEO NEOs | PEO | Average Non-PEONEOs | PEO | Average Non-PEONEOs | PEO | Average Non-PEONEOs |
| Summary Compensation Table Total (columns (b) and (d)) | $9,941,061 | $2,717,892 | $11,412,428 | $3,175,275 | $9,979,870 | $2,375,813 | $6,222,014 | $1,742,947 |
| +/- Net Change in Pension | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| +/- Net Change in Stock Awards | $8,605,076 | $1,818,752 | $(1,338,563) | $(155,320) | $5,097,130 | $593,381 | $(832,067) | $(244,350) |
| +/- Net Change in Option Awards | $0 | $0 | $0 | $0 | $59,974 | $(662) | $(144,322) | $(21,558) |
| Compensation Actually Paid | $18,546,137 | $4,536,644 | $10,073,865 | $3,019,955 | $15,136,974 | $2,968,532 | $5,245,625 | $1,477,039 |
| Kontoor Brands, Inc. | 60 | 2024 Proxy Statement |
|---|
For each year, the value of stock awards and stock options awards used to calculate Compensation Actually Paid reflect the following assumptions:
| 2023 | 2022 | 2021(1) | 2020 | |
| Restricted Stock Units | ||||
|---|---|---|---|---|
| Stock Price | $39.16 - $62.42 | $39.91 – $46.90 | $41.47 – $51.25 | $17.72 –$42.22 |
| Performance Stock Units | ||||
| Stock Price | $62.42 | $44.11 | $51.25 | $40.56 |
| Performance Multiplier | 67% - 148% | 107% – 114% | 82% – 222% | 88% – 107% |
| Stock Options | ||||
| Stock Price | $40.56 – $43.41 | $17.66 – $41.99 | ||
| Expected Life | 4.2 – 6.6 | 3.3 – 6.0 | ||
| Risk-Free Rate | 0.4% – 0.6% | 0.4% – 1.6% | ||
| Volatility | 53.7% – 56.1% | 35.9% – 56.7% | ||
| Dividend Yield | 3.7% – 3.9% | 5.3% – 9.1% | ||
- The performance multiplier shown for 2021 reflects a correction to the performance multiplier shown in this section of our proxy statement filed in 2023.
Performance Metrics
The table below lists our most important performance measures used to link "compensation actually paid" for our NEOs to Company performance, over the fiscal year 2023. These measures are used to determine the AIP and PRSU payouts for each of the NEOs. For more information on the AIP and actual payouts for each NEO, see “Annual Cash Incentives” beginning on page 41 of this Proxy Statement. For more information on PRSU awards and actual payouts for each NEO, see "Long-Term Incentive Awards" beginning on page 43 of this Proxy Statement. The performance measures included in this table are not ranked by relative importance.
GAAP Revenue (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Annual Cash Incentives”, described on page 41)
Gross Margin (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Annual Cash Incentives”, described on page 41)
Operating Income (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Annual Cash Incentives”, described on page 41)
Adjusted EPS (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Long-Term Incentive Awards”, described on page 43)
In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program and the executive compensation decisions included in the 2023 Summary Compensation Table and related disclosures appropriately reward our PEO and the Other NEOs for Company and individual performance, assist the Company in retaining our senior leadership team and support long-term value creation for our stockholders. The values included in the columns for compensation actually paid to our PEO and the Other NEOs, calculated in accordance with SEC disclosure rules, in each of the fiscal years reported above and over the four-year cumulative period shows how the compensation awarded fluctuated year-over-year, primarily based on our stock price as of the last day of the listed fiscal year, among other factors. As the values change considerably from year-to-year based on stock price performance, they further demonstrate the “pay-for-performance” compensation philosophy of our executive compensation program. As the table demonstrates, the compensation of our PEO and the Other NEOs is higher when our stock price performs well, and lower when the stock price does not perform as well, demonstrating the clear alignment of interests of our PEO and the Other NEOs and our stockholders.
| Kontoor Brands, Inc. | 61 | 2024 Proxy Statement |
|---|
Relationship Between Compensation Actually Paid and Performance Measures
| Period | Change in Compensation ActuallyPaid to PEO | Change in Average Compensation Actually Paid to Other NEOs | KTB Cumulative TSR | Peer Group Cumulative TSR | Change in KTB GAAP NetIncome | Change in KTB Adjusted EPS |
|---|---|---|---|---|---|---|
| 2020 to 2023 | 254% | 207% | 70% | 62% | 240% | 63% |
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative TSR. From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 254% and 207%, respectively, compared to the Company’s 70% cumulative TSR over the same time period.
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income. From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 254% and207%, respectively, compared to a 240% increase in our GAAP Net Income over the same time period.
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Adjusted EPS. From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 254% and 207%, respectively, compared to a 63% increase in our Adjusted EPS over the same time period.
Relationship Between the Company’s TSR and the Peer Group TSR. The cumulative TSR for the Peer Group disclosed in the table above was 62% from 2020 to 2023 as compared to the Company’s TSR, which was 70% over the same time period.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.