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
Pay versus Performance Table
Termination of Thomas E. Waldron’s Employment
As previously disclosed on July 29, 2025, Mr. Waldron’s employment with Kontoor Brands, Inc. was terminated effective September 30, 2025. Prior to his termination, he transitioned from Executive Vice President and Chief Operating Officer to a non-executive officer capacity on July 29, 2025, to help assure an orderly transition of responsibilities.
On August 31, 2025, the Company entered into a Separation Agreement (the “Agreement”) with Mr. Waldron. Pursuant to the Agreement, Mr. Waldron is being paid $1,350,000, which is equal to eighteen months of his base salary, in biweekly payments over an eighteen-month period commencing on the Separation Date (the “Separation Period”). Mr. Waldron remained eligible to receive a pro rata share of the AIP award earned based on actual 2025 performance factors, which totaled $1,167,916.
Mr. Waldron will continue to be 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. Performance-based restricted stock units and time-based restricted stock units granted prior to 2025 were treated according to their existing terms applicable to retirement.
Mr. Waldron also continued to be eligible for financial counseling during the Separation Period, executive physical exams for 2025 and 2026 and eighteen months of outplacement assistance. After the Separation Date, if Mr. Waldron elects continued health benefits (medical, dental, vision, prescription) coverage under COBRA, Mr. Waldron is eligible for such coverage at a reduced premium amount until (i) the date that is the end of the Severance Period, (ii) the date Mr. Waldron is no longer eligible to receive COBRA continuation coverage, or (iii) the date on which Mr. Waldron becomes eligible to receive substantially similar coverage from another employer or other source, and the Company will pay for the employer portion of providing such healthcare coverage during this period. The Separation Agreement also included a release and customary covenants restricting Mr. Waldron from disclosing confidential information, from competing with the Company’s business, soliciting customers and from soliciting employees of the Company.
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.
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Pay Versus Performance Table
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year(1) | SummaryCompensationTable Total for PEO(3)($) | CompensationActually Paidto PEO($) | Average SummaryCompensationTable Total forNon-PEO NEOs(3)($) | Average CompensationActually Paidto Non-PEONEOs($) | KTB TotalShareholderReturn($) | S&P 1500Apparel RetailIndex TotalShareholderReturn($) | KTB GAAP Net Income($) | KTBAdjusted 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 |
- 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.
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.
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:
| 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 |
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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.
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 2025. 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 35 of this Proxy Statement. For more information on PRSU awards and actual payouts for each NEO, see "Long-Term Incentive Awards" beginning on page 37 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 36)
Adjusted Gross Margin (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Annual Cash Incentives”, described on page 36)
Adjusted Operating Income (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Annual Cash Incentives”, described on page 36)
Adjusted EPS (as defined in “Compensation Discussion & Analysis—Components of Total Direct Compensation—Long-Term Incentive Awards”, described on page 38)
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 2025 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 five-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.
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(%) |
|---|---|---|---|---|---|---|
| 2021 to 2025 | (10) | 1 | 81 | 90 | 16 | 30 |
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.
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