Kontoor Brands, Inc.
For the period ended Jan 3, 2026. Filed Mar 9, 2026.
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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.
Jan 3, 2026 · Filed Mar 9, 2026
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Contents
Compensation Program Elements
The following chart summarizes the primary components, objectives, and time frames of our Program for fiscal 2025. We use a combination of cash and equity incentive awards to foster and reward performance in key areas over the short- and long-term. We discuss each component beginning on page 34.
| Type | Component | Element | Terms | Objective | Performance/ Vesting Period |
|---|---|---|---|---|---|
| Fixed Compensation | Annual BaseSalary | 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 EquityIncentive 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) |
In establishing the elements of executive compensation, the Committee, in consultation with its independent consultant, assesses whether the Program’s terms promote unnecessary risk-taking. In performing this assessment, the Committee reviews such compensation design elements as pay mix, performance metrics, performance goals and pay out curves, payment timing and adjustments, equity incentives, stock ownership requirements, clawbacks and Kontoor’s trading policies. The Committee’s independent consultant considered risk and the potential for unintended consequences associated with incentive design as part of its ongoing service to the Committee. After performing this analysis, the Committee has concluded that the Program does not promote excessive or unnecessary risk-taking.
| Kontoor Brands, Inc. | 30 | 2026 Proxy Statement |
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