UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                    Filed by a Party other than the Registrant  ☐

Check the appropriate box:

KONTOOR BRANDS, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

		Letter to Shareholders

March 11, 20209, 2021

Dear Shareholders:

On behalf of the Board of Directors and the leadership team, I am pleased to invite you to attend the Kontoor Brands, Inc. 20202021 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, April 21, 2020,20, 2021, at 11:00 a.m., Eastern Time, to be held live via the Internet at Hyatt Place Greensboro/Downtown, 300 N. Eugene Street, Greensboro, North Carolina 27401.

Fiscal year 2019 waswww.proxydocs.com/KTB. The format of the Annual Meeting will be a momentous time for Kontoor as we successfully completed ourvirtual-only meeting, instead of an spin-offin-person from V. F. Corporation (“VF”)meeting, due to continued public health precautions regarding in-person gatherings and became an independent, publicly-traded company on May 22, 2019. We exitedto support thespin-off as a strong standalone company poised for growth, with an experienced leadership team health and highly qualified directors. Thespin-off allowed us to unlock significant value for ourwell-being of shareholders and we are committedcompany personnel given the COVID-19 pandemic. Shareholders will not be able to creating additional shareholder valueattend the Annual Meeting in the coming years. This will be our first annual meeting of shareholders following thespin-off.person.

Attached to this letter are a Notice of Annual Meeting of Shareholders and a Proxy Statement, which describe the business to be conducted at the Annual Meeting. We also will report on matters of current interest to our shareholders.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet, we have sent shareholders of record at the close of business on February 18, 202016, 2021 a Notice of Internet Availability of Proxy Materials (“Notice”) on or about March 11, 2020.9, 2021. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of these proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice, as well as in the attached Proxy Statement.

We have designed the format of the Annual Meeting to ensure that shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation. To attend the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxydocs.com/KTB prior to the deadline of Friday, April 16, 2021, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting.

Beginning one hour prior to, and during, the Annual Meeting, support will be available to assist shareholders with any technical difficulties they may have accessing, hearing or participating in the virtual meeting. If participants encounter any difficulty accessing, or during, the virtual meeting, they should call the support team at the numbers listed on the e-mailed instructions.

Your vote is important to us. To ensure that you will be represented, we ask you to vote your shares on the Internet, by telephone or by mail as soon as possible, or you may vote in person atduring the live webcast of the Annual Meeting. Voting on the Internet, by telephone or by mail does not deprive you of your right to attend the Annual Meeting. If you do attend the Annual Meeting and wish to vote your shares personally, you may revoke your proxy at or prior to the Annual Meeting.

This is truly an exciting time for our company and I thank you for your continued support.support of our company.

Sincerely,

Scott Baxter

President and Chief Executive Officer

		Notice of Annual Meeting of Shareholders

To Be Held April 21, 202020, 2021

March 11, 20209, 2021

To the Shareholders of Kontoor Brands, Inc.:

The 20202021 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at Hyatt Place Greensboro/Downtown, 300 N. Eugene Street, Greensboro, North Carolina 27401,www.proxydocs.com/KTB, on Tuesday, April 21, 2020,20, 2021, at 11:00 a.m., Eastern Time, for the following purposes:

A copy of Kontoor’s Annual Report for the fiscal year ended December 28, 2019January 2, 2021 is included for your information.

Only shareholders of record as of the close of business on February 18, 202016, 2021 are entitled to notice of and to vote at the meeting.

To attend the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxydocs.com/KTB prior to the deadline of Friday, April 16, 2021, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting. Shareholders will not be able to attend the Annual Meeting in person.

By Order of the Board of Directors

Laurel Krueger

Executive Vice President,

General Counsel and Corporate Secretary

YOUR VOTE IS IMPORTANT

You are urged to vote your shares in advance via the Internet, through our toll-free telephone number, or by signing, dating and promptly returning your completed proxy card.

2020 Notice of Annual Meeting of Shareholders

		Table of Contents

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		Proxy Statement Summary

This summary highlights certain information about Kontoor Brands, Inc. (the “Company,” “Kontoor,” “we,” “us” or “our”) contained in this proxy statement (“Proxy Statement”), but does not contain all the information that you should consider when casting your vote. Please review this entire Proxy Statement as well as our Annual Report for the fiscal year ended December 28, 2019January 2, 2021 (“Annual Report”) carefully before voting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD

ON APRIL 21, 202020, 2021

This Proxy Statement and our Annual Report are available at

www.proxydocs.com/KTB

General Information

The Board of Directors of the Company (the “Board”) is furnishing you this Proxy Statement to solicit proxies, on its behalf, to be voted at the Company’s 20202021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 21, 2020,20, 2021, at 11:00 a.m., Eastern time,Time, via the Internet at Hyatt Place Greensboro/Downtown, 300 N. Eugene Street, Greensboro, North Carolina 27401,www.proxydocs.com/KTB, and at any adjournments thereof. The format of the Annual Meeting will be a virtual-only meeting, instead of an in-person meeting, due to continued public health precautions regarding in-person gatherings and to support the health and well-being of shareholders and company personnel given the COVID-19 pandemic. Shareholders will not be able to attend the Annual Meeting in person.

The Board has made this Proxy Statement and our Annual Report available to you over the Internet at www.proxydocs.com/KTB or, upon your request, has mailed you a printed version of these proxy materials in connection with the Annual Meeting. We mailed the Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders, and this Proxy Statement and our Annual Report were posted to the above-referenced website, on or about March 11, 2020.9, 2021.

Spin-Off

On May 22, 2019, VF Corporation (“VF”) completed thespin-off of its Jeanswear business, which included the Wrangler, Lee and Rock & Republic brands, as well as the VF Outlet business. Thespin-off transaction (the“Spin-Off”) was effected through apro-rata distribution to VF shareholders of one share of Kontoor common stock for every seven shares of VF common stock held on the record date of May 10, 2019. Kontoor began to trade as a standalone public company on the New York Stock Exchange (the “NYSE”) under the ticker symbol “KTB” on May 23, 2019.

Although Kontoor and VF operatehave operated as separate companies since the Spin-Off, rules and regulations of the Securities and Exchange Commission (the “SEC”) and/or the NYSE require that we provide certain information (including compensation information) regarding our executive officers and directors for the period of time prior to theSpin-Off (including for service to VF). We have endeavored to clearly indicate for you throughout this Proxy Statement what information relates to Kontoor prior to theSpin-Off and where we have changed our approach.

Annual Meeting

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Proxy Statement Summary

Voting Roadmap

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		Voting Matters

Who May Vote

If, at the close of business on February 18, 202016, 2021 (the “Record Date”), you held shares (a) directly in your name as a shareholder of record or (b) through a broker, bank or other nominee (shares held in “street name”), you have one vote for each such share of Kontoor common stock and may vote your shares by proxy via the Internet, by telephone or by mail, or you may vote your shares in person atduring the live webcast of the Annual Meeting. For shares held in street name, you generally cannot vote your shares directly and instead may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. As of the close of business on the Record Date, approximately 57,036,60657,390,649 shares were outstanding and entitled to vote.

What Constitutes a Quorum

The presence, in personon the live webcast of the Annual Meeting or by proxy, of the holders of a majority of the outstanding shares entitled to cast a vote on a particular matter to be acted upon at the Annual Meeting constitutes a quorum for the purposes of consideration and action on the matter. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “brokernon-votes” also are counted as present and entitled to vote for purposes of determining a quorum. However, as described below under “How Votes are Counted,” if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “brokernon-vote”).

Proposals to be Voted On

We are asking you to vote on the following:

Votes Required

For Proposal No. 1, you may vote “FOR” both director nominees or “WITHHOLD” your vote for either or both of the director nominees. Proposal No. 1 requires that each director is elected by the vote of the majority of the votes cast with respect to the director at a meeting at which a quorum is present. This means that the number of shares voted “FOR” a director must exceed the number of “WITHHOLD” votes with respect to that director. Abstentions and brokernon-votes will have no effect on the election of directors.

For Proposal No. 2, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 2 requires the affirmative vote of the holders of a majority of the shares cast at a meeting at which a quorum is present. Abstentions will not be considered as votes cast and, as a result, will not have any effect on the proposal. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter, there will be no brokernon-votes with respect to Proposal No. 2, and a broker will be permitted to exercise its discretion to vote uninstructed shares on Proposal No. 2.

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How Votes are Counted

For shareholders of record, all shares represented by the proxies will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where a shareholder returns its proxy and no instructions are given with respect to a given matter, the shares will be voted: (1) “FOR” the election of the Board’s director nominees; (2) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2021;1, 2022; (3) “FOR” the approval of the compensation of our named executive officers; (4) for “ONE YEAR” as the frequency of future advisory votes on the compensation of our named executive officers; and (5)(4) as recommended by the Board or, if no recommendation is given, in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting. If you are a shareholder of record and you do not return your proxy, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

For beneficial owners of shares held in street name, the brokers, banks or other nominees holding shares for beneficial owners must vote those shares as instructed. Absent instructions from you, brokers, banks and other nominees may vote your shares only as they decide as to matters for which they have discretionary authority under the applicable NYSE rules. A broker, bank or other nominee does not have discretion to vote on the election of directors or approval of the compensation of our named executive officers or the frequency of future advisory votes on the compensation of our named executive officers. If you do not instruct your broker, bank or other nominee how to vote on those matters, no votes will be cast on your behalf on Proposal No. 1 Proposal No. 3 or Proposal No. 4.3. Your broker will be entitled to vote your shares in its discretion, absent instructions from you, on Proposal No. 2.

Board Recommendations

Our Board recommends that you vote your shares:

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Voting Matters

How to Vote

If you are a shareholder of record or hold shares in street name and are voting by proxy, please refer to your proxy card or other information forwarded by your bank, broker or other nominee to see when your vote, or voting instructions if you hold shares in street name, must be received. All proxies must be received by Kontoor by 11:59 p.m., Eastern time,Time, on April 20, 202019, 2021 to be counted.

IF YOU ARE A SHAREHOLDER OF RECORD, YOU MAY VOTE BY GRANTING A PROXY. TO VOTE BY PROXY:

By Internet   Go to the websitewww.proxypush.com/www.proxypush.com/KTB and follow the instructions on how to complete an electronic proxy card, 24 hours a day, seven days a week. You will need the12-digit number included on your Notice or proxy card to vote by Internet.		By Telephone   From a touch-tone telephone, dial866-390-5386and follow the recorded instructions, 24 hours a day, seven days a week. You will need the12-digit number included on your Notice or proxy card in order to vote by telephone.		By Mail   Request a proxy card from us by following the instructions on your Notice. When you receive the proxy card, mark your selections on the proxy card. Date and sign your name exactly as it appears on your proxy card. Mail the proxy card in the enclosed postage-paid envelope provided to you, or return it to:   PROXY TABULATOR FOR Kontoor Brands, Inc. P.O. Box 8016 Cary, NC 27512-9903

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

If you receive more than one Notice, it generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

In PersonDuring the Annual Meeting

If youWe have designed the format of the Annual Meeting to ensure that shareholders are aafforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder of recordaccess and prefer toparticipation. To submit questions and vote your shares atduring the live webcast of the Annual Meeting, you must bring prooffirst register at www.proxydocs.com/KTB, using your control number and other information, at www.proxydocs.com/KTB prior to the deadline of identification along withFriday, April 16, 2021, at 5:00 p.m. Eastern Time. Upon completing your Notice or proof of ownership as of the Record Date. Ifregistration, you holdwill receive further instructions via email, including your shares in street name andunique link that will allow you prefer to vote your shares ataccess the Annual Meeting you must bring proof of identification along with proof of ownership, such as a bank or brokerage account statement, and you must obtain a signedvote online during the meeting. Please be sure to follow instructions found on your proxy from the record holder (broker, bankcard or other nominee) givinginformation forwarded by your bank, broker or other nominee and subsequent instructions that will be delivered to you via email.

Beginning one hour prior to, and during, the rightAnnual Meeting, support will be available to voteassist shareholders with any technical difficulties they may have accessing, hearing or participating in the shares.virtual meeting. If participants encounter any difficulty accessing, or during, the virtual meeting, they should call the support team at the numbers listed on the e-mailed instructions.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

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Voting Matters

How to Change Your Vote or Revoke Your Proxy

If you are a shareholder of record, you may change your vote or revoke your proxy by:

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person atduring the live webcast of the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

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		Proposal No. 1 Election of Directors

The seven individuals named below currently serve on our Board of Directors. Richard Carucci, a Class II director, will not be standing for re-election to the Board at the Annual Meeting. Kontoor acknowledges and thanks Mr. Carucci for his outstanding service on the Board. Following the conclusion of the Annual Meeting, the size of the Board will be decreased from seven directors to six directors.

BOARD DIVERSITY

(following the Annual Meeting)

The directors are currently divided into three classes. There are currently two Class I directors, three Class II directors, and two Class III directors. At the Annual Meeting, you will be asked to elect two Class III directors: Ms. ChuggBarclay and Mr. Stewart.Lynch. Both of the director nominees currently serve as Class III directors whose terms of office expire at the Annual Meeting and, if elected at the Annual Meeting, will serve for a term of office to expire at the annual meeting of shareholders to be held in 2023.

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Proposal No. 1 – Election of Directors

The Class III and Class III directors will continue to serve on the Board. The term of the Class III directors will terminate at the annual meeting of shareholders to be held in 2021,2023, and the term of the Class III directors will terminate at the annual meeting of shareholders to be held in 2022. Each Class IIIII director elected at the 2021 annual meeting of shareholders and each Class III directorto be elected at the 2022 annual meeting of shareholders will serve for a term of office to expire at the annual meeting of shareholders to be held in 2023. Beginning with the 2023 annual meeting of shareholders, directors will be elected for aone-year term expiring at the next annual meeting of shareholders, and the classification of the Board will cease. This temporary classified board structure is intended to provide better continuity of leadership during the Company’s first years of operation as an independent, publicly held business.

The following section provides information with respect to each director nominee and each other director of the Company who will continue to serve as a director after the Annual Meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Governance Committee and/or the Board in assessing the appropriateness of the person to serve as a director. (Ages are presented as of March 11, 2020.9, 2021.)

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Richard Carucci    Robert Lynch    Former President Yum! Brands,and Chief Executive Officer, Papa John’s International, Inc.

Richard CarucciRobert Lynch has served on the Board since theSpin-Off.March 5, 2021. Mr. Carucci brings extensive knowledgeLynch has served as President and Chief Executive Officer of Papa John’s International, Inc. since August 2019. Mr. Lynch joined Papa John’s International, Inc. from hisArby’s Restaurant Group, where he served as President since August 2017, and served as Brand President and Chief Marketing Officer from August 2013 to August 2017. Prior to Arby’s Restaurant Group, he served as Vice President of Marketing at Taco Bell. Mr. Lynch has more than 20 years ofcombined experience in international financethe QSR and general management. He previously served as President of Yum! Brands, Inc. (previously named Tricon Global Restaurants) from 2012 until his retirement in 2014, after advancing from his initial role as Chief Financial Officer. consumer packaged goods industries, and also held senior roles at H.J. Heinz Company, and Procter & Gamble.

Mr. Carucci joined Yum! Brands in 1997 and heldLynch holds a series of finance positions, including Chief Financial Officer, prior to being appointed President in 2012. Mr. Carucci serves on the board of directors of VF Corporation.

Graduating magna cum laude, Mr. Carucci received his bachelor’s degree in Applied Mathematics-Economics from Brown University. He obtained his M.B.A.economics and political science, and a Master’s in Business Administration, from the University of California’s Berkeley Haas School of Business.Rochester.

Skills and Qualifications:

Mr. Carucci’sLynch’s qualifications include his experience as a leader of a large global multi-brand publicly traded company, serving retail consumers, and service on the board of directors of another public company.his extensive marketing experience, leading purpose-driven organizations and high performing teams and growing successful consumer brands.

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Proposal No. 1 – Election of Directors

Rich Williams    Chief Executive Officer, Groupon, Inc.

Age: 45    |    Committees: Talent and Compensation Committee

Rich Williams was appointed to the Board in June 2019. Mr. Williams is Groupon’s Chief Executive Officer and a member of Groupon’s Board of Directors. During his eight-year tenure at Groupon, he has served as Chief Operating Officer, President of North America and Senior Vice President of Marketing. Prior to joining Groupon, Mr. Williams held a variety of marketing leadership roles of increasing responsibility at Amazon and spent nearly seven years in leadership positions at Experian in both sales and marketing.

Mr. Williams attended the University of Southern California.

Skills and Qualifications:

Mr. Williams’ qualifications include his extensive experience gained from leadership positions in sales, operations and consumer marketing at Groupon and several public companies, paired with his deep knowledge of thee-commerce and technology industries.

Class III Continuing Directors to Serve Until the 2022 Annual Meeting of Shareholders

Scott Baxter    President & Chief Executive Officer

Age: 55    |    Committees: None

Scott Baxter is President and Chief Executive Officer of Kontoor and has served on the Board since theSpin-Off. Mr. Baxter was named CEO in August 2018 when VF Corporation announced its intention to separate its Jeanswear organization into an independent, publicly traded company. Mr. Baxter has more than 30 years of experience in retail, operations, marketing, merchandising, sales and manufacturing.

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, VF 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 Company, 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 Callaway Golf Company, a premium golf equipment and active lifestyle company. An active member of the community, Mr. Baxter is on the board of directors for the Community FoundationGreensboro Chamber of Greater GreensboroCommerce and the Piedmont Triad Partnership. Mr. Baxter also serves 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.

Skills and Qualifications:

Mr. Baxter’s qualifications include his 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.

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Robert Shearer    ChairmanChair of the Board

Age: 68    |    Committees: Audit Committee (Chair)

Robert Shearer has served as Chair of the Board since theSpin-Off. Mr. Shearer brings extensive management expertise to the Board, including a range of leadership experience at VF 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.

Since 2018, 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 2008, Mr. Shearer has served on the board of directors of Church & Dwight Co, Inc., a household products manufacturer, where he currently chairs the audit committee. He previously served on the board of directors of The Fresh Market, Inc., a specialty grocery chain.

Mr. Shearer holds a B.S. in Accounting from Catawba College.

Skills and Qualifications:

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 our Board of Directors 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.

Class I Continuing Directors to Serve Until the 2023 Annual Meeting of Shareholders

Juliana Chugg    Former EVP, Chief Brands Officer, Mattel, Inc.

Juliana Chugg has served on the Board since the Spin-Off. Ms. Chugg was previously the Chief Brand Officer and Executive Vice President, at Mattel, Inc., a $6 billion worldwide leader in the design, manufacture and marketing of toys and entertainment experiences. Prior to Mattel, she spent nearly 20 years at General Mills, Inc., a global marketer and manufacturer of consumer goods, operating in a series of leadership roles where she served as the President of multiple divisions domestically and internationally. Ms. Chugg brings extensive board experience, having also served as a director of H.B. Fuller Company and Promina Group Ltd. Ms. Chugg currently serves on the board of directors of VF Corporation and served on the board of directors of Caesars Entertainment Corporation from December 2018 to July 2020.

Ms. Chugg graduated from the University of South Australia with a bachelor’s degree in Business.

Skills and Qualifications:

Ms. Chugg’s qualifications for election include her extensive experience leading major functions and divisions of large publicly traded multi-brand consumer products companies and service on other public company boards of directors.

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Proposal No. 1 – Election of Directors

Shelley Stewart, Jr.    Former Chief Procurement Officer, E.I. du Pont de Nemours & Co.

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 also on the audit committee and nominating and governance committee. He is chairman of the Billion Dollar Roundtable Inc., a top-level advocacy organization that promotes corporate supplier diversity. 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. He is also on the board of governors for the University of New Haven. He previously served on the board of directors for Cleco Corporation.

Mr. Stewart holds bachelor’s and master’s degrees in Criminal Justice from Northeastern University and received a Master of Business Administration from the University of New Haven.

Skills and Qualifications:

Mr. Stewart’s qualifications for election include his extensive experience in senior-level supply chain and operational positions with leading industrial companies and service on other public company boards of directors.

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		Executive Officers

Kontoor’s executive officers are as follows:

Certain information with respect to our executive officers, each of whom have served since the Spin-Off, 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.

Rustin Welton (50)is Executive Vice President and Chief Financial Officer. Prior to his current role at Kontoor,Mr. Welton was VF’s Vice President and Chief Financial Officer—Americas East since January 2017. He previously served as VF’s Vice President and Chief Financial Officer for the Jeanswear Coalition, Imagewear Coalition, and Central America/South America from December 2014 until January 2017 and Chief Financial Officer—Jeanswear North and South America from 2012 to 2015. He earned an M.B.A. from Indiana University’s Kelley School of Business and a B.A. in Finance from the University of Illinois at Urbana-Champaign.

Thomas E. Waldron (52)is Executive Vice President and Global Brand President—Wrangler. Prior to his current role at Kontoor, Mr. Waldron was VF’s Global Brand President—Wrangler since October 2018. He previously served as President—Wrangler from March 2016 until October 2018, Vice President—Mass Brands from July 2010 until March 2016, Vice President General Manager—Wrangler Male Bottoms from July 2005 until July 2010, Merchandise Manager—Wrangler Men’s from January 2003 until July 2005, National Account Executive—Walmart (Boys) from January 2000 until January 2003, National Account Executive—Walmart (Men’s) from November 1996 until January 2000 and Replenishment Manager from September 1995 until November 1996. He earned a B.S. in Economics from the University of North Carolina at Greensboro.

Christopher Waldeck (53)is Executive Vice President and Global Brand President—Lee. Prior to his current role at Kontoor, Mr. Waldeck was VF’s Global Brand President, Lee and Rock & Republic since October 2018. He previously served as President—Lee and Rock & Republic since May 2017. Before joining VF, Mr. Waldeck was with the Adidas Group as Vice President, General Manager, Reebok USA from October 2013 until April 2017, Brand Director, Reebok Korea from May 2010 until October 2013 and Senior Director of Marketing for Equipment, Cleated Footwear from May 2004 until May 2010. He earned a B.S. in Business from Emporia State University.

Laurel Krueger (45)is Executive Vice President, General Counsel and Corporate Secretary. Prior to her current role at Kontoor, Prior to her current role at Kontoor, from May 2012 to January 2019, she served in roles of increasing responsibility, and most recently as Executive Vice President, General Counsel and Corporate Secretary, at Signet Jewelers Limited, a leading global retailer of diamond jewelry. Ms. Krueger previously held a variety of legal leadership roles at publicly traded companies in retail and manufacturing, including Federal-Mogul Corporation, Tecumseh Products Company and Borders Group, Inc. Ms. Krueger earned a bachelor’s degree with high distinction from the University of Michigan-Dearborn. She earned a law degree from the University of Michigan Law School, and a Master of Business Administration with distinction from the University of Michigan-Dearborn School of Management. Ms. Krueger joined VF in 2019, prior to theSpin-Off.

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		Corporate Governance

Kontoor’s business is managed under the direction of the Board. The Board will regularly assessassesses 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 Chair, the President and Chief Executive Officer and other officers, by reviewing Kontoor’s annual business plan and other materials provided to them and by participating in meetings of the Board and its committees. We believe that, over time, the Board will benefit from a mix of new directors, who will bring fresh ideas and viewpoints, and longer-serving directors who will have developed deep insight into Kontoor’s business and operations. As Kontoor matures as an independent company, the Board will seek to maintain a balance of directors who have longer terms of service and directors who have joined more recently.

Corporate Governance Principles

The Board is committed to sound and effective corporate governance practices. A foundation of Kontoor’s corporate governance is the Board’s policy that a substantial majority of the members of the Board must meet the independence requirements of the NYSE. In addition, members of the Board who are also executive officers of a public company can serve on the board of directors of no more than two public companies total, and members of the Board who are not executive officers of a public company can serve on the board of directors of no more than four public companies total. These policies are included in the Board’s written corporate governance principles (the “Corporate Governance Principles”), which address a number of other important governance issues such as:

In addition, the Board has in place formal charters stating the powers and responsibilities of each of its committees.

Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors, upon joining the Board, with appropriate orientation programs, sessions or materials regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s financial profile, strategic plans, management organization, compliance programs and corporate policies. Directors are required to continue educating themselves with respect to topics related to the Company’s business. The Board encourages, but does not require, directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly-traded companies, and the Company reimburses directors for their reasonable expenses in pursuing such opportunities.

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Corporate Governance

Related Person Transactions Policy

Our Related Person Transactions Policy sets forth the policies and procedures governing the review and approval or ratification by the Nominating and Governance Committee of transactions between Kontoor, on the one hand, and (i) an executive officer; (ii) a director or nominee to become director; (iii) any security holder who is known by Kontoor to own of record or beneficially more than five percent of any class of Kontoor’s voting securities (as defined in the policy) at the time of the transaction; or (iv) an immediate family member of such executive officer, director or nominee to become director, or five percent holder, on the other hand. Persons in the categories described above are collectively referred to as “related persons.” The policy applies to all related person transactions, and under the policy a “related person transaction” is any transaction in which:

No related person transaction shall be approved or ratified if such transaction is contrary to the best interests of the Company and its stakeholders. Unless different terms are specifically approved or ratified by the Nominating and Governance Committee, any approved or ratified transaction must be on terms that are no less favorable to Kontoor than would be obtained in a similar transaction with an unaffiliated third party under the same or similar circumstances. All related person transactions or series of similar transactions must be presented to the Nominating and Governance Committee for reviewand pre-approval or ratification.

Since the beginning of Kontoor’s last fiscal year, no financial transactions, arrangements or relationships, or any series of them, were disclosed or proposed through Kontoor’s processes for review, approval or ratification of transactions with related persons in which (i) Kontoor was or is to be a participant, (ii) the aggregate amount involved exceeded $120,000, and (iii) any related person had or will have a direct or indirect material interest. PNC Bank, N.A., which is one of threeco-trustees under the Barbey Family Trust accounts (see footnote 64 to the “Security Ownership of Certain Beneficial Owners and Management—Common Stock Beneficial Ownership of Certain Beneficial Owners” table on page 51)55), is one of several lenders party to Kontoor’s revolving credit facility. The credit facility was entered in the ordinary course of business, was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than the normal risk of collectability or present other unfavorable features.

Agreements with VF Prior to theSpin-Off

Prior to theSpin-Off, Kontoor and VF entered into material agreements that, among other things, effected theSpin-Off, provided a framework for Kontoor’s relationship with VF after theSpin-Off and provided for an orderly transition to Kontoor’s status as an independent, publicly-owned company. Following theSpin-Off, VF retains no ownership interest in Kontoor, and Kontoor and VF operate independently. The following summaries of the terms of the material agreements Kontoor entered into with VF in connection with theSpin-Off do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, filed as exhibits to Kontoor’s periodic reports with the SEC.

Separation and Distribution Agreement

The Separation and Distribution Agreement governs the overall terms of theSpin-Off. Generally, the Separation and Distribution Agreement includes VF’s and Kontoor’s agreements relating to the restructuring steps to be taken to complete theSpin-Off, including the assets and rights to be transferred, liabilities to be assumed and related matters.

The Separation and Distribution Agreement provided for VF and Kontoor to transfer specified assets between the companies to operate Kontoor after theSpin-Off, on the one hand, and VF’s remaining businesses, on the other hand. The determination of the assets to be transferred between the companies was made by VF in its sole discretion. The Separation and Distribution Agreement required VF and Kontoor to use reasonable efforts to obtain consents, approvals and amendments required to assign the assets and liabilities transferred pursuant to the Separation and Distribution Agreement.

Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder required a consent that was not obtained before the distribution for theSpin-Off, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder was ineffective or adversely affected the rights of the transferor thereunder so that the intended transferee would not in fact receive all such rights, the party retaining any asset that otherwise would have been transferred

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Corporate Governance

Robert Shearer serves as Chair of the Board and Scott Baxter serves as Chief Executive Officer of Kontoor. The members of the Board possess considerable experience and unique knowledge of the challenges and opportunities Kontoor faces, and the Board believes that the most effective leadership structure for Kontoor currently is to separate the positions of Chair of the Board and Chief Executive Officer, with an independent Chair leading the Board. We believe this structure enhances the Board’s ability to exercise independent oversight of management of Kontoor during its early stages as an independent public company. During this crucial and transformative period, the duties of Chair of the Board and Chief Executive Officer are particularly demanding.

Director Independence

Six of Kontoor’s current directors arenon-employee directors. Under the NYSE listing standards, no director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The Board has adopted categorical standards for director independence that are part of the Corporate Governance Principles and are attached to this Proxy Statement as Appendix A, to assist it in making determinations of independence. In evaluating the independence of directors, the Board considered transactions and relationships between each director and members of his or her immediate family. When considering commercial transactions that are made from time to time in the ordinary course of business between Kontoor and certain entities affiliated withnon-management directors, transactions are not considered to be a material transaction that would impair the independence of the relevantnon-management director if the director is an executive officer or employee of another company that does business with Kontoor in an amount which, in any single fiscal year for the past three fiscal years, is less than the greater of $1 million or 2% of such other company’s consolidated gross revenues.

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Corporate Governance

Executive Sessions

To promote open discussion among thenon-management directors, those directors meet in executive session without management present on a regular basis. At least once per year, such an executive session is held to review the report of the outside auditors, the criteria upon which the performance of the Chief Executive Officer and other senior managers is based, the performance of the Chief Executive Officer against such criteria, and the compensation of the Chief Executive Officer and other senior managers. Additional executive sessions or meetings ofnon-management directors may be held from time to time as needed. Executive sessions or meetings are held at each Board meeting with the Chair for a general discussion of relevant subjects. At least one meeting or executive session ofnon-management directors per year shall include only independent directors. During 2019,2020, thenon-management directors met in executive session without management present twofour times. Robert Shearer, the independent Chair of the Board, currently presides over executive sessions.

Board Committees

The Board has established four standing committees – the Executive Committee, the Audit Committee, the Nominating and Governance Committee and the Talent and Compensation Committee. Each of these committees is governed by a written charter approved by the Board. Each is required to perform an annual self-evaluation, and each committee may engage outside independent advisors as the committee deems appropriate. The Board has determined that each of the members of the Audit Committee, the Nominating and Governance Committee and the Talent and Compensation Committee is independent. A brief description of the responsibilities of the Audit Committee, the Nominating and Governance Committee and the Talent and Compensation Committee follows.

Audit Committee

The Audit Committee is a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee monitors and makes recommendations to the Board concerning the financial policies and procedures to be observed in the conduct of Kontoor’s affairs. Its duties include:

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Corporate Governance

Nominating and Governance Committee

The responsibilities of the Nominating and Governance Committee include:

The Nominating and Governance Committee annually evaluates each director to determine his or her fitness and appropriateness for continued service on the Board. While diversity of experience and background are factors taken into consideration in selecting nominees, Board members are elected to represent all shareholders and not to represent any particular constituency. The Nominating and Governance Committee considers this policy to have been effective to date in identifying diverse candidates. The Nominating and Governance Committee will also consider potential candidates for director recommended by shareholders who follow the established procedures for shareholder nominations set forth in our Bylaws. As of the date of this Proxy Statement, the members of the Nominating and Governance Committee are Ms. Chugg (Chair), Ms. Barclay and Messrs. Carucci and Stewart. The Nominating and Governance Committee held twofour meetings during 2019.2020.

Talent and Compensation Committee

The Talent and Compensation Committee has the authority to discharge the Board’s responsibilities relating to compensation of Kontoor’s executives and to review and make recommendations to the Board concerning compensation and benefits for key employees. The responsibilities of the Talent and Compensation Committee include:

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Corporate Governance

Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist the Talent and Compensation Committee in accomplishing its objectives. FW Cook has no relationship with Kontoor other than providing services to the Talent and Compensation Committee.

The Talent and Compensation Committee has the authority to form and delegate authority to subcommittees as it deems appropriate. The role of the Talent and Compensation Committee, the compensation consultant and management in executive compensation is discussed in further detail in the Compensation Discussion and Analysis beginning on page 24. As of the date of this Proxy Statement, the members of the Committee are Ms. Barclay (Chair), Ms. Chugg and Mr. Williams.Lynch. The Committee held threesix meetings during 2019.2020.

Talent and Compensation Committee Interlocks and Insider Participation

Ms. Barclay and Ms. Chugg and Mr. Williams served as members of the Talent and Compensation Committee during fiscal 2019.2020, and Rich Williams served on the committee until he resigned from the Board effective March 24, 2020. Mr. Lynch has served on the committee since March 5, 2021. None of the members of the Talent and Compensation Committee during fiscal 2020 (i) has ever been an officer or employee of Kontoor, (ii) had any relationship requiring disclosure by Kontoor under the rules and regulations established by the SEC, or (iii) is an executive officer of another entity at which one of Kontoor’s executive officers serves on the board of directors. None of Kontoor’s executive officers has served during 20192020 as a director or a member of the compensation committee of another entity that has one or more of its executive officers serving as a member of the Board or the Talent and Compensation Committee.

Board Oversight of Risk

Risk management is primarily the responsibility of management; however, the Board oversees management’s identification and management of risks to Kontoor. The Board considers its role in riskuses various means to fulfill this oversight when evaluating Kontoor’s Corporate Governance Principlesresponsibility. The Board, and its leadership structure. Bothcommittees, as appropriate, regularly receive and discuss periodic updates from the Corporate Governance PrinciplesChief Executive Officer, the Chief Financial Officer, General Counsel and other members of senior management regarding significant risks to Kontoor, including in connection with the annual review of Kontoor’s business plan and its review of budgets and strategy. These discussions include operational, strategic, legal, regulatory, financial, reputational and cybersecurity risks and the Board’s leadership structure facilitateplans to address these risks.

The Board has received updates on the evolving COVID-19 pandemic from, and has discussed these updates with, our management, including with regard to protecting the health and safety of our employees, and evaluating the impact of the COVID-19 pandemic on strategy, operations, liquidity and financial matters.

Each of the Board’s oversightstanding committees assists the Board in overseeing the management of riskthe Company’s risks within the areas delegated to that committee, and communication with management. Our Chair is focused on Kontoor’s risk management efforts and ensures that risk matters are appropriately broughtreports to the full Board and/or its committees for their review. The Board executes oversight responsibility for risk both as a whole and through delegation to its committees, for example:appropriate. In particular:

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Corporate Governance

Policy Against Hedging and Pledging Company Securities

Our insider trading policy prohibits our directors, executive officers and certain other designated employees from engaging in derivative securities and hedging transactions relating to our securities or short selling our securities for their own account. The prohibited transactions include trading in put or call options in which our securities are the underlying security, purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, and exchange funds or entering into other monetization transactions that limit the ability of the director, executive officer or other designated employee to profit from an increase in the market price of our securities or provide an opportunity to profit from a decrease in the market price of our securities and similar hedging transactions.

Our insider trading policy also prohibits our directors, executive officers and certain other designated employees from holding our securities in a margin account or pledging our securities as collateral for a loan.

Our policy against hedging and pledging does not apply to all employees. We believe that applying our hedging and pledging policy to all our employees would be over inclusive given the small number of employees that receive grants of our securities.

Communications with Directors

Anyone wishing to communicate directly with one or more members of the Board or with thenon-management members of the Board as a group (including the directors who preside at meetings or executive sessions ofnon-management directors) may contact the Chair of the Nominating and Governance Committee, c/o Corporate Secretary of Kontoor at 400 N. Elm Street, Greensboro, North Carolina 27401, or call the Kontoor Ethics Helpline at1-844-476-9158 or send an email message to corp.gov@kontoorbrands.com. The Corporate Secretary forwards all such communications, other than solicitations and frivolous communications, to the Chair of the Nominating and Governance Committee.

Corporate Sustainability and Responsibility

Our sustainability approach is aligned with Kontoor’s corporatefocus on innovation, design and sustainable performance. It underscores our commitment to our purpose: to inspire people to live with passion and confidence. Through our three strategic pillars—Planet, Product and People – we emphasize protecting the environment, sourcing products and materials from companies that share our values and operating with the highest standards of ethics and transparency.

We are pleased to have published our inaugural Sustainability Report in September 2020. We also announced our first global sustainability goals to measure and responsibility is an important priority formanage our progress. Additionally, we have aligned our goals with the Company and the Board. relevant United Nations Sustainable Development Goals. Our Global Sustainable Business Team leads our enterprise-wide sustainability efforts, working closely with our stakeholder groups globally to ensure progress toward our goals.

Sustainability Governance

The Board is responsible for promoting the exercise of responsible corporate citizenship and monitoring adherence to Kontoor’sour standards. The Nominating and Governance Committee reviews and evaluates Kontoor’sour strategies, programs, policies and practices relating to environmental, social and governanceESG issues and impacts to support the sustainable and responsible growth of Kontoor’sour business. Kontoor believes that in order to grow as a company, it has a responsibility to help improve the well-being of its communities. Kontoor articulates itsWe articulate our commitments to corporate sustainability and responsibility in itsour Code of ConductConduct.

The Kontoor Brands Sustainability Council champions our company-wide commitment to sustainability performance and transparency. The Council, which can be foundconsists of members from our Executive Leadership Team, our Global Sustainability Business Team and select working group leaders, meets bi-annually. The Council promotes and guides progress toward Kontoor Brands’ Global Sustainability Goals and fosters our culture of sustainability.

Our Enterprise Risk Management Council is organized to identify, evaluate and manage risk topics and issues, in alignment with our business priorities. The Council meets regularly and provides leadership on strategy, financial, operational, compliance and reputational risk.

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Corporate Governance

Materiality Assessment and Goals

Kontoor’s website (www.kontoorbrands.com)Global Sustainability Business Team discussed the landscape of salient material issues and the best organization of the issues into understandable groupings to present to stakeholders.

External subject matter experts analyzed over 300 contextually relevant articles on material issues and sustainability governance to inform the identification and organization of the issues. Additionally, specific reporting frameworks such as the Global Reporting Initiative (GRI), THESIS (The Sustainability Insight System) Index and the Sustainability Accounting Standards Board (SASB) were reviewed for relevant material issues.

Kontoor’s Global Sustainability Business Team reviewed GRI’s stated objectives, guidance and requirements while also evaluating dozens of material issue presentations by our industry peers, as well as those outside our industry.

Based on the results, we set six ESG goals aligned with the United Nations Sustainable Development Goals (SDGs). We measure and manage our progress through goals and measurable targets.

Inclusion and Diversity

Inclusion and Diversity have been at the heart of the Company and ingrained in our values since Kontoor was created. In addition, Kontoor2020, we introduced our Inclusion and Diversity strategy and multiyear objectives, which are overseen by the Talent and Compensation Committee. This will provide transparency with respect to our journey, establish measurable and visible objectives for the changes we seek to achieve, and put into motion detailed plans to fileget us where we need to be.

The Nominating and Governance Committee considers diversity as one of many factors in identifying nominees for director, including personal characteristics such as race and gender, as well as diversity in the Company’s first sustainability reportexperience and skills that contribute to the Board’s performance of its responsibilities in late May 2020.the oversight of a complex and highly-competitive global business. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

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		Director Compensation

The primary components of compensation for ournon-employee directors are a cash retainer, equity-based grant of restricted stock units (“RSUs”) under Kontoor’s 2019 Stock Compensation Plan and Committee Chair fees. In connection with theSpin-Off, FW Cook was engaged to assist in developing Kontoor’snon-employee director compensation program, which included an analysis ofnon-employee director compensation practices at proposed Kontoor peers. Going forward, theThe Board will setsets director compensation annually based on an analysis of non-employee director compensation practices at Kontoor peers and peer company information provided by FW Cook, the independent compensation consultant to the Talent and Compensation Committee. The following describes our fiscal 20192020 non-employee director compensation:

For 2019, allIn response to the impact of the COVID-19 pandemic, the non-employee directors: (i) elected to forego cash retainer and committee chair fees for the second quarter of fiscal 2020, excluding the non-executivedirector retainers (including cashchair fee and equity) and other fees described above werepro-rated to reflect(ii) waived their meeting fee for Board meetings in excess of ten meetings during the partial-year service period occurring following theSpin-Off. In addition, aone-time special launch grant was made on August 13, 2019 to Messrs. Shearer and Carucci and Ms. Chugg in the form of RSUs valued at $350,000, $42,500 and $42,500, respectively, in recognitionyear for their dedication and support to Kontoor in preparation of and in connection with theSpin-Off (the “Director Launch RSUs”). Similar to the annual equity retainer grants, these Director Launch RSUs were fully vested andnon-forfeitable at grant and will be settled in shares of Kontoor common stock one year after the date of grant.fiscal 2020.

Mr. Baxter, the only director who is an employee of Kontoor, does not receive any compensation in addition to his regular compensation for service on the Board and attendance at meetings of the Board or any of its committees.

Eachnon-employee director may elect to defer all or part of his or her cash retainer and fees into equivalent units of Kontoor common stock under the Kontoor Deferred Savings Plan forNon-Employee Directors. All Kontoor common stock equivalent units receive dividend equivalents. Deferred sums are generally payable in cash to the participant upon termination of service in a lump sum or substantially equal annual installments over up to ten (10) years, as specified in advance by the participant. Messrs. Shearer and Carucci and Ms. Chugg elected to defer compensation in 2019.2020.

Kontoor reimbursesnon-employee directors for travel and lodging expenses incurred in the performance of their duties. Directors traveling on Kontoor business are covered by Kontoor’s business travel accident insurance policy, which generally covers all Kontoor’s employees and directors. Directors are encouraged to attend formal training programs in areas relevant to the discharge of their duties as directors. Kontoor reimburses expenses incurred by directors attending such programs. Directors are also eligible for discounts on Kontoor products equal to discounts available to all employees of Kontoor. Kontoor does not provide medical or life insurance benefits to itsnon-employee directors.

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Director Compensation

Director Compensation Table

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		Executive Compensation

Compensation Discussion and Analysis

Special Note Regarding theSpin-Off and Our Compensation PracticesIntroduction

Prior to theSpin-Off, Kontoor had no operating business as it was formed to receive the assets and liabilities spun off from VF in theSpin-Off. Following theSpin-Off, we operate as a separate publicly-traded company.

TheThis Compensation Discussion and Analysis (“CD&A”) that follows provides an overview of our named executive officers’ compensation for the period December 29, 20182019 through December 28, 2019January 2, 2021 (referred to herein as “fiscal 2019”2020” or “2019”“2020”). This compensation reflects decisions that were made by our Talent and Compensation Committee (also referred to as the “Committee”) following theSpin-Off as well as some compensation-related decisions made by the VF Talent and Compensation Committee prior to theSpin-Off.

Introduction

ThisThe CD&A explains Kontoor’s executive compensation program, compensation philosophy and objectives, the components of executive compensation and executive stock ownership. The focus of the analysis is on the Company’s named executive officers listed in the Summary Compensation Table (the “NEOs”):

Executive Summary

Effect of the COVID-19 Pandemic—2020 was a pivotal year for Kontoor. We completed our first full year as a separate, independent publicly-traded company and global apparel and accessory company with a diverse portfolio of jeanswear and apparel brands. Early in 2020, we believed our company performance was on track to meet or exceed several of the company-wide performance measures underlying our performance-based incentive plans. However, the swift emergence of the pandemic disrupted nearly every thread of society and the apparel and accessories industry was among the industries most severely impacted by COVID-19. Public and private sector policies and initiatives implemented to reduce the transmission of COVID-19, such as mandatory lock-downs, retail store and plant closures, imposition of travel restrictions, social distancing, and the switch to remote working, significantly disrupted our and our customers’ and suppliers’ operations. Accordingly, we faced, and continue to face, challenges associated with operating our manufacturing facilities, sourcing our materials, and operating our retail outlets. Furthermore, the global macroeconomic uncertainty caused by the pandemic challenged, and continues to challenge, consumer spending.

Despite the extraordinary challenges presented by the pandemic, Kontoor accomplished the following achievements in fiscal 2020:

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Executive Compensation

Fiscal 2020 Key Financial, Operational and Strategic Highlights:

Impact of COVID-19 on Key Fiscal 2020 Compensation Decisions—Following the completion of the Spin-Off, our Talent and Compensation Committee (also referred to as the “Committee”) designed our executive compensation program to support strategic growth plans and long-term commitments to our shareholders. After reviewing the function and results of the new executive compensation program for fiscal 2019, the Committee determined that the program generally fit the needs of the Company and did not implement any significant changes to its structure for fiscal 2020.

Starting with Asia in early 2020, as the cascading effect of COVID-19 across our global operations intensified with each passing month, the Committee held regular and special meetings to review and discuss the pandemic’s impact on our 2020 annual incentive plan that covers executives and more than 11,500 employees, the effect of 2020 performance goals on multiple tranches of in-cycle long-term performance awards, and the continuing impact on our compensation program for 2021.

The following is a summary of the impact of COVID-19 on key fiscal 2020 compensation decisions:

However, rather than overriding the selected metrics and financial goals in their entirety, and based on rigorous analysis, with input from its independent compensation consultant, the Committee decided to maintain the core metrics in both the annual and long-term incentive programs but recalibrate the threshold-to-maximum performance curve in order to mitigate the disruption resulting from the pandemic, aligning our shareholders’ interests through strong pay for performance.

First, the Committee assessed the Company’s relative performance compared to its peer group with regard to the metrics applicable to the Company’s incentive programs through the first three quarters of 2020 and determined that:

Recognizing the Company’s very strong relative performance to its peers, the Committee then utilized the average performance of the peer set with regard to the Company’s performance metrics to inform the recalibrated performance curve. Accordingly, for

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Executive Compensation

the full year 2020, the incentive payouts were based on the Company’s relative performance to its peers, within the performance metrics of the Company’s incentive programs. Furthermore, to align the Company’s incentive programs with the interests of its stakeholders, the Committee capped the potential payout under the annual incentive plan at 100% of target and capped the potential payout under the long-term program at 75% of target for the 2020 performance year.

The Committee viewed the adjustment to the fiscal 2020 performance goals as consistent with its performance-based compensation philosophy, taking into consideration (i) Kontoor’s very strong relative performance to peers with respect to total shareholder return, profit before taxes, cash flow, earnings per share, and gross margin over the first three quarters of 2020, (ii) Kontoor’s strong performance prior to the pandemic, (iii) the strong leadership demonstrated by Kontoor’s executive leadership team and resilience and agility demonstrated by Kontoor’s employees under challenging conditions, and (iv) Kontoor’s projected financial performance results against the original performance goals. The Committee believes these decisions, including the capped payouts under the AIP and MTIP for 2020 at 100% of target and 75% of target, respectively, were made in the best interests of our shareholders, as they compensate our executives and employees appropriately for their leadership and performance in 2020 and promote alignment of our executives’ focus with our core strategic priorities that we believe will generate long-term shareholder value.

Our Compensation Philosophy—Kontoor’s Executive Compensation Program (or the “Program”) is designed to:

2019 was a year of transformation for Kontoor,The Committee is committed to ensuring that the Program is oriented toward pay-for-performance and following theSpin-Off, the Committee soughtdesigned to achieve the objectives of our compensation philosophy for our NEOs through the grant of short- and long-term incentive awards that align with Kontoor’s five primary priorities:

Our NEOs’ 20192020 compensation is comprised of base salary, annual cash incentive compensation and long-term equity incentive compensation, with long-term equity compensation in the form of (i) 2019 Kontoor performance-based and time-based restricted stock unit awards,(ii) one-time launch related awards of performance-based and time-based restricted stock units intended to

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Executive Compensation

CEO		OTHER NEOS

Kontoor intends toWe compensate itsour executives through programs that substantially link compensation to Kontoor Brands’ performance, with a view to striking an appropriate balance between the long-term and annual performance of Kontoor, and between Kontoor’s financial performance and shareholder return.

Following theSpin-Off, our Talent and Compensation Committee evaluated VF’s legacy compensation practices and policies and began to make adjustments to these programs to reflect our operation as a stand-alone public company and our specific business and talent objectives. The Talent and Compensation Committee designed our compensation program to support strategic growth plans and long-term commitments to our shareholders. Following is a summary of key compensation-related actions taken in 2019:

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Say-on-Pay—In 2020, we provided our shareholders with their first advisory, non-binding vote on our executive compensation program as an independent public company (a “Say-on-Pay” vote). At our 2020 annual meeting of shareholders, shareholders owning more than 97% of our stock voted for our Say-on-Pay proposal. After considering our 2020 Say-on-Pay voting results and the advice from our compensation consultant, the Committee determined that it was appropriate to maintain the core design of our Program from 2020 and, therefore, did not make any material changes to the design of the Program in response to the 2020 Say-on-Pay voting results. The Committee expects to consider future annual Say-on-Pay votes and investor feedback when making decisions relating to our executive compensation program, policies and practices.

In addition, at our 2020 annual meeting, our shareholders voted, on an advisory basis, to include a Say-on-Pay proposal in our proxy materials on an annual basis. In accordance with the advisory vote, we determined that we will include a Say-on-Pay proposal in our proxy materials for each annual meeting of shareholders until the next advisory vote on the frequency of future Say-on-Pay votes, which will occur no later than our 2026 annual meeting of shareholders.

Compensation Program

Compensation Philosophy and Objectives

The fundamental philosophy of our Program is to pay for performance, through the alignment of our executives’ pay with the achievement of our short- and long-term business strategies of Kontoor.strategies. The Program incorporates the following objectives:

Our Program is designed to balance fixed and performance-based compensation components and incentivize responsible achievement of multiple operating goals overone- and multi-year periods. For the purpose of valuing total direct compensation, the performance-based elements are valued at their grant date at target levels. Such awards also provide for above- and below- target payout levels and thereby directly motivate executives to achieve Kontoor’s business goals, reward them for achieving and exceeding these goals and reduce compensation below target levels if goals are not achieved.

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Executive Compensation

Following are the Elements of our Program:

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 payout 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 work with the Committee. After performing this analysis, the Committee has concluded that the Program does not promote excessive or unnecessary risk-taking.

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Executive Compensation

Compensation Decision-Making Process—Roles and Responsibilities

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Executive Compensation

Competitive Compensation Targets and the Role of the Industry Group

In 2019,2020, FW Cook and management each independently analyzed peer data as well as broader market data applicable to the talent pool from which the companyCompany draws (the “Comparison Data”) in proposing compensation targets for 2019.2020.

In establishing a peer Industry Group to review in July 2019 following the Spin-Off, the Committee primarily identified companies that are of comparable size (based on revenue and market capitalization), and met a majority of several criteria, such as

TheIn July 2019, the Committee approved the following Industry Group constituent companies include:companies: