UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-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 9, 20218, 2022

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. 20212022 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, April 20, 2021,19, 2022, at 11:00 a.m., Eastern Time, to be held live via the Internet at www.proxydocs.com/KTB. 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 gatheringsconcerns relating to the COVID-19 pandemic, and to support the health and well-being of shareholders and company personnel given the COVID-19 pandemic.personnel. Shareholders will not be able to attend the Annual Meeting in 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 16, 202115, 2022 a Notice of Internet Availability of Proxy Materials (“Notice”) beginning on or about March 9, 2021.8, 2022. 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, 2021,15, 2022, 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 during 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.

I thank you for your continued support of our company.

Sincerely,

Scott Baxter

President, and Chief Executive Officer and Chair of the Board of Directors

		Notice of Annual Meeting of Shareholders

To Be Held April 20, 202119, 2022

March 9, 20218, 2022

To the Shareholders of Kontoor Brands, Inc.:

The 20212022 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at www.proxydocs.com/KTB, on Tuesday, April 20, 2021,19, 2022, at 11:00 a.m., Eastern Time, for the following purposes:

A copy of Kontoor’s Annual Report for the fiscal year ended January 2, 20211, 2022 is included for your information.

Only shareholders of record as of the close of business on February 16, 202115, 2022 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, 2021,15, 2022, 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 A list of shareholders entitled to vote at the Board of DirectorsAnnual Meeting will be available for inspection during the Annual Meeting at www.proxydocs.com/KTB, upon registration and log-in.

Laurel Krueger

Executive Vice President,

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.

		Table of Contents

i

		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 January 2, 20211, 2022 (“Annual Report”) carefully before voting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD

ON APRIL 20, 202119, 2022

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 20212022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 20, 2021,19, 2022, at 11:00 a.m., Eastern Time, via the Internet at 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 gatheringsconcerns relating to the COVID-19 pandemic, and to support the health and well-being of shareholders and company personnel given the COVID-19 pandemic.personnel. 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, beginning on or about March 9, 2021.8, 2022.

Spin-Off

On May 22, 2019, VF Corporation (“VF”) completed the spin-off of its Jeanswear business, which included the Wrangler^®, Lee^® and Rock & Republic^® brands, as well as the VF Outlet business. The spin-off transaction (the “Spin-Off”) was effected through a pro-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 have 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 the Spin-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 the Spin-Off and where we have changed our approach.

Annual Meeting

1

Proxy Statement Summary

Voting Roadmap

2

2

		Voting Matters

Who May Vote

If, at the close of business on February 16, 202115, 2022 (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 during 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 57,390,64956,235,662 shares were outstanding and entitled to vote.

What Constitutes a Quorum

The presence, on 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 “broker non-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 “broker non-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“AGAINST” each of the four 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”“AGAINST” votes with respect to that director. Please refer to Proposal No. 1 for information regarding our policy on majority voting in uncontested elections of directors. Abstentions and broker non-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 broker non-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.

For Proposal No. 3, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 3 requires the affirmative vote of the holders of a majority of the shares cast at a meeting at which a quorum is present. Proposal No. 3 is advisory in nature and non-binding, and the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation. Abstentions and broker non-votes will not be considered as votes cast and, as a result, will not have any effect on Proposal No. 3.

3

Voting Matters

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 signed proxy and no instructions are given with respect to a given matter, the shares will be voted: (1) “FOR” the election of each 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 1,December 31, 2022; (3) “FOR” the approval of the compensation of our named executive officers; and (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 mustwill vote those shares as instructed.you instruct. 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. 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 or Proposal No. 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:

4

4

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, on April 19, 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 website 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 the 12-digit number included on your Notice or proxy card to vote by Internet.	��	By Telephone   From a touch-tone telephone, dial 866-390-5386 and follow the recorded instructions, 24 hours a day, seven days a week. You will need the 12-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.

During the Annual Meeting

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 submit questions and vote during the live webcast of the Annual Meeting, you must first register at www.proxydocs.com/KTB, using your control number and other information, at www.proxydocs.com/KTB prior to the deadline of Friday, April 16, 2021,15, 2022, at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting and vote online during the meeting. Please be sure to follow instructions found on your proxy card or other information 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 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.

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.

5

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 during 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.

6

6

		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.

Proposal No. 1 – Election of Directors

As reflected in the chart below, we believe our directors offer a diverse range of key skills and experience to provide effective oversight of Kontoor and create long-term sustainable growth through successful execution of the Company’s strategic initiatives.

8

8

Proposal No. 1 – Election of Directors

The directors are currently divided into three classes. There are currently two Class I directors, two Class II directors, and three Class III directors. At the Annual Meeting, you will be asked to elect three Class III directors: Messrs. Baxter, Shearer and Schiller and one Class I director: Ms. Goldsmith, who was elected by the Board in February 2022, subject to her re-election at the Annual Meeting.

The Class II directors (Ms. Barclay and Mr. Lynch) and the other Class I and Class III directorsdirector (Mr. Stewart) will continue to serve on the Board. The term of the Class Icontinuing directors will terminate at the annual meeting of shareholders to be held in 2023, and the term of the Class III directors will terminate at the annual meeting of shareholders to be held in 2022. Each Class III director to benominees, if elected at the 2022 annual meeting of shareholdersAnnual Meeting, will serve for a term of office to expireterminate at the annual meeting of shareholders to be held in 2023. Beginning with the 2023 annual meeting of shareholders, directors will be elected for a one-year term expiring at the next annual meeting of shareholders, and the classification of the Board will cease.cease in accordance with our Articles of Incorporation. This temporary classified board structure ishas been intended to provide better continuity of leadership during the Company’s first years of operation as an independent, publicly held business.

Our Corporate Governance Principles require each director to tender, promptly following the meeting at which he or she is elected as a director, an irrevocable resignation that will be effective upon (a) the failure of such director to receive the number of votes required for re-election, and (b) the acceptance of such director’s resignation by the Nominating and Governance Committee. The Nominating and Governance Committee will consider such tendered resignation and, within 30 days following the date of the shareholders’ meeting at which the election occurred at which a director failed to receive the number of votes required for re-election, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. The Board will act on the tendered resignation, taking into account such recommendation, and publicly disclose its decision regarding the tendered resignation within 60 days from the date of the certification of the election results.

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 9, 2021.8, 2022.)

Class IIIII Nominees to Serve Until the 2023 Annual Meeting of Shareholders

Kathleen Barclay    Scott Baxter    Former Chief Human Resources Officer and Senior Vice President, Kroger Co.

Kathleen Barclay has served on the Board since the Spin-Off. She was previously Chief Human Resources Officer and Senior Vice President of The Kroger Co., a $110 billion grocery retail company, from 2010 until her retirement in late 2015. Prior to joining The Kroger Co., Ms. Barclay served in several leadership roles at General Motors Corporation, including Senior Vice President of Global Human Resources. She currently serves as a member of the board of directors of Five Below, Inc.

Ms. Barclay earned a bachelor’s degree in Business from Michigan State University and a Master of Business Administration from the Massachusetts Institute of Technology. She is a three-time recipient of Automotive News’ 100 Leading Women, a recipient of the MSU Distinguished Alumni award, and has been named to Human Resource Executive magazine’s HR Honor Roll. In 2013, Ms. Barclay was the recipient of the YWCA’s Career Woman of Achievement Award.

Skills and Qualifications:

Ms. Barclay’s qualifications include her extensive experience in human resource management, retail management and senior leadership experience at large publicly traded companies and service on other public company boards of directors.

8

Proposal No. 1 – Election of Directors

Specific Experience, Qualifications, Attributes and Skills and Qualifications:Relevant to Kontoor:

Mr. Baxter has more than 30 years of experience in retail, operations, marketing, merchandising, sales and manufacturing, including extensive executive leadership experience. Mr. Baxter’s 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.

10

Proposal No. 1 – Election of Directors

Class I Nominee to Serve Until the 2023 Annual Meeting of Shareholders

Ashley Goldsmith    Chief People Officer, Workday, Inc.

Ashley Goldsmith has served on the Board since February 2022. She has served as Executive Vice President and Chief People Officer of Workday, Inc., since 2013. Prior to joining Workday, she spent three years with Polycom, Inc., serving as Executive Vice President and Chief Human Resources Officer, leading the company through a high growth phase. Previously, she spent three years at Ventana Medical Systems, a division of the Roche Group, as Senior Vice President, Human Resources, Corporate Communications, Environmental Health & Safety. From 1995 to 2007, she served in a number of leadership positions with increasing responsibility with The Home Depot, most recently serving as Vice President, Human Resources, Northern Division. Ms. Goldsmith began her career at Great-West Life & Annuity.

Ms. Goldsmith holds a bachelor’s degree in psychology from Vanderbilt University, a Master of Human Resources Development degree from Georgia State University and a Master of Business Administration degree from Northwestern University’s Kellogg Graduate School of Management.

Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor:

Ms. Goldsmith’s qualifications include her extensive experience across industries in human resource management at large publicly traded companies and scaling companies while developing employment brands recognized for being great workplaces. Ms. Goldsmith brings extensive experience with the social component of ESG matters, providing invaluable insight to the Board.

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

Juliana Chugg    Kathleen Barclay    Former EVP, Chief BrandsHuman Resources Officer Mattel, Inc.and Senior Vice President, The Kroger Co.

Juliana ChuggKathleen Barclay has served on the Board since the Spin-Off. Ms. ChuggShe was previously the Chief BrandHuman Resources Officer and ExecutiveSenior Vice President at Mattel, Inc.of The Kroger Co., a $6$110 billion worldwide leadergrocery retail company, from 2010 until her retirement in the design, manufacture and marketing of toys and entertainment experiences.late 2015. Prior to Mattel, she spent nearly 20 yearsjoining The Kroger Co., Ms. Barclay served in several leadership roles at General Mills, Inc., a global marketer and manufacturer of consumer goods, operating in a series of leadership roles where she served as theMotors Corporation, including Senior Vice President of multiple divisions domestically and internationally. Ms. Chugg brings extensive board experience, having also servedGlobal Human Resources. She currently serves as a directormember of H.B. Fuller Company and Promina Group Ltd. Ms. Chugg currently serves on the board of directors of VF CorporationFive Below, Inc.

Ms. Barclay earned a bachelor’s degree in Business from Michigan State University and served ona Master of Business Administration degree from the Massachusetts Institute of Technology. She is a three-time recipient of Automotive News’ 100 Leading Women, a recipient of the MSU Distinguished Alumni award, and has been named to Human Resource Executive magazine’s HR Honor Roll. In 2013, Ms. Barclay was the recipient of the YWCA’s Career Woman of Achievement Award.

Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor:

As a member of the board of directors of Caesars Entertainment Corporation from December 2018 to July 2020.

Five Below, Inc. and the former Chief Human Resources Officer and Senior Vice President of The Kroger Co., Ms. Chugg graduated fromBarclay brings a valuable perspective on the University of South Australia with a bachelor’s degree in Business.

Skills and Qualifications:

retail industry. Ms. Chugg’sBarclay’s qualifications for election include her extensive experience leading major functionsin human resource management, retail management and divisions ofsenior leadership experience at large publicly traded multi-brand consumer products companies and service on other public company boards of directors.

11

Proposal No. 1 – Election of Directors

Robert Lynch     President and Chief Executive Officer, Papa John’s International, Inc.

Robert Lynch has served on the Board since March 2021. Mr. Lynch has served as President and Chief Executive Officer of Papa John’s International, Inc. since August 2019, and as a member of that company’s board of directors since August 2019. Mr. Lynch joined Papa John’s International, Inc. from Arby’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 combined experience in the QSR and consumer packaged goods industries, and also held senior roles at H.J. Heinz Company, and Procter & Gamble.

Mr. Lynch holds a bachelor’s degree in economics and political science, and a Master of Business Administration degree from the University of Rochester.

Specific Experience, Qualifications, Attributes and Skills Relevant to Kontoor:

As President, Chief Executive Officer and Director of Papa John’s International, Inc., a large global publicly traded company, Mr. Lynch brings executive leadership, financial expertise and strategic management skills. Mr. Lynch’s qualifications also include extensive marketing experience, leading purpose-driven organizations and high performing teams and growing successful consumer brands.

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 alsoMr. Stewart serves 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 a bachelor’s degree and master’s degrees ina Master of Criminal Justice degree from Northeastern University and received a Master of Business Administration degree from the University of New Haven.

Specific Experience, Qualifications, Attributes and Skills and Qualifications:Relevant to Kontoor:

Mr. Stewart’s qualifications for election include his extensive experience in senior-level supply chain and operational positions with leading industrial companies andcompanies. Mr. Stewart’s service on other public company boards of directors.directors provides him with valuable insights on corporate governance and ESG matters.

12

12

		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 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.a Master of Business Administration degree 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 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 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 is Executive Vice President, General Counsel and Corporate Secretary. 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 the Spin-Off.

13

		Corporate Governance

Kontoor’s business is managed under the direction of the Board. The Board regularly assesses its criteria for Board membership to identify the qualifications and skills that directors and candidates should possess. Members of the Board are kept informed of Kontoor’s business through discussions with the 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.

14

14

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 review and 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 three co-trustees under the Barbey Family Trust accounts (see footnote 4 to the “Security Ownership of Certain Beneficial Owners and Management—Common Stock Beneficial Ownership of Certain Beneficial Owners” table on page 55)54), 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.

Corporate Governance Documents

The Board’s Corporate Governance Principles and the Audit Committee, the Nominating and Governance Committee and the Talent and Compensation Committee charters are available on Kontoor’s website (www.kontoorbrands.com) and will be provided free of charge to any person upon written request directed to the Corporate Secretary (or Assistant Corporate Secretary) of Kontoor at 400 N. Elm Street, Greensboro, North Carolina 27401.

Code of Conduct

The Board has adopted a written code of business conduct and ethics (the “Code of Conduct”), which applies to all of our employees, officers and directors. Our Code of Conduct is available on Kontoor’s website (www.kontoorbrands.com) and will be provided free of charge to any person upon written request directed to the Corporate Secretary (or Assistant Corporate Secretary) of Kontoor at 400 N. Elm Street, Greensboro, North Carolina 27401. In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing rules concerning any amendments to, or waivers from, any provision of our Code of Conduct. Note that documents on our corporate website are not incorporated by reference into this Proxy Statement.

Board Leadership Structure

The Board has concluded that Kontoor and its shareholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chair of the Board. The Board retains the flexibility to determine the appropriate leadership structure based on the circumstances at the time of the determination. The Board believes Kontoor has a strong governance structure in place with sufficient processes to provide for independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. These processes includeFrom the lead independent director structure adopted by the Board, whereby a lead independent director will be elected from among the independent directors in the event that, in the future, theSpin-off through August 25, 2021, Mr. Shearer served as Chair of the Board is not an independent director.and Mr. Baxter served as Chief Executive Officer of Kontoor. Effective August 26, 2021, upon the recommendation of the Nominating and Governance Committee, the Board elected Mr. Baxter to the additional position of Chair of the Board, and elected Mr. Shearer as the Lead Independent Director (“Lead Director”). The Board

15

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 separatecombining the positions of Chair of the Board and Chief Executive Officer with an independent Chair leadingis appropriate given the Board. We believe this structure enhances the Board’s ability to exercise independent oversight of managementspecific circumstances of Kontoor during its early stages as an independent public company. Duringat this crucialtime. Mr. Baxter has over 30 years of experience in retail, operations, marketing, merchandising, sales and transformative period,manufacturing and has served with the dutiesCompany or VF for over 15 years. In addition, Mr. Baxter has extensive knowledge of, Chairand experience with, all other aspects of the BoardCompany’s business, including with its employees, customers, vendors, and shareholders. Having Mr. Baxter serve as both Chair and Chief Executive Officer are particularly demanding.helps promote unified leadership and direction for both the Board and management.

In connection with Mr. Baxter’s appointment, the non-management directors also created the position of Lead Director. This position was created to, among other things, ensure that the non-management directors maintain proper oversight of management and Board process. The responsibilities of Mr. Shearer, as Lead Director, include:

Director Independence

Six of Kontoor’s current directors are non-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.family members with the Company. When considering commercial transactions that are made from time to time in the ordinary course of business between Kontoor and certain entities affiliated with non-management directors, transactions are not considered to be a material transaction that would impair the independence of the relevant non-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.

The Board has determined that all of our non-employee directors are free of any material relationship with Kontoor, other than their service as directors, and are “independent” directors both under the NYSE listing standards and the categorical standards adopted by the Board. The Board determined that Mr. Shearer, Ms. Barclay, Mr. Carucci, Ms. Chugg,Goldsmith, Mr. Lynch, Mr. Schiller, Mr. Shearer and Mr. Stewart are independent directors, and that Mr. Baxter is not an independent director.

The Board, in making its determination as to Ms. Chugg’s independence, considered that Ms. Chugg serves as one of the three Trustees under the Barbey Family Trust accounts (collectively, the “Trusts”). Because all decisions of the Trustees require a majority vote, and thus none of the three Trustees individually controls the decision-making of the Trustees, the Trustees are not considered to separately beneficially own the Kontoor common stock held by the Trusts. As a result, and after considering all other relevant factors related to her role as Trustee, the Board determined that Ms. Chugg’s status as Trustee of the Trusts does not give rise to a material relationship with Kontoor other than in her service as director.

16

16

Corporate Governance

Annual Board Evaluation Process

The Board and each of its committees conduct an annual evaluation to determine whether the Board is functioning effectively both at the Board and at the committee levels. The Board recognizes that a robust evaluation process is essential to Board effectiveness, which is in turn critical for ensuring that the Company has a comprehensive long-term business strategy, prudent risk management and sound governance. The Nominating and Governance Committee oversees an annual evaluation process led by the independent Chair of the Board.Lead Director.

Each director completes a detailed written annual evaluation of the Board and the committees on which he or she serves and the Chair of the BoardLead Director conducts one-on-one interviews with each of the directors. These Board evaluations are designed to elicit feedback on the composition, dynamics, operations and structure of the Board and its committees, and to determine whether the Board and its committees are functioning effectively. The process also evaluates the relationship between management and the Board, including the level of access to management, responsiveness of management, and the effectiveness of the Board’s evaluation of management performance. The results of this Board evaluation are discussed by the full Board and changes to the Board’s and its committees’ practices are implemented as appropriate.

Board Meetings and Attendance

During 2020,2021, the Board held 185 meetings. Under Kontoor’s Corporate Governance Principles, directors are expected to attend all meetings of the Board, all meetings of committees of which they are members and the annual meetings of shareholders. Five members of the Board then in office attended the 2021 annual meeting. Each current member of the Board then in office attended 100% of the total number of meetings of the Board and all committees on which he or she served during 2020.

16

Corporate Governance

As of the date of this Proxy Statement, the members of the Audit Committee are Messrs. Shearer (Chair), Carucci, LynchSchiller and Stewart. The Audit Committee held nineeight meetings during 2020.2021. The Board has determined that all of the members of the Committee are independent as independence for audit committee members is defined in the NYSE listing standards and the SEC regulations and that all are financially literate. The Board has further determined that Messrs. Shearer Carucci and LynchSchiller each qualify as an “audit committee financial expert” in accordance with the definition of such term in the SEC regulations and have accounting and related financial management expertise within the meaning of the NYSE listing standards. Messrs. Shearer Carucci and LynchSchiller acquired those attributes through acting as or actively overseeing a principal financial officer or principal accounting officer of a public company. Messrs. Shearer Carucci and LynchSchiller also have experience overseeing or assessing the performance of companies with respect to the evaluation of financial statements. No Audit Committee member currently serves on the audit committees of more than three public companies.

17

Corporate Governance

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:

The Talent and Compensation Committee has the authority to retain or obtain the advice of any compensation consultant, legal counsel or other adviser. The Committee may only select a compensation consultant, legal counsel or other adviser after taking into consideration the factors that affect the independence of such advisers as identified by the SEC and the NYSE. The

18

Corporate Governance

Officer, the General Counsel (or Deputy 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 plans to address these risks.

TheDuring 2021, the Board has receivedcontinued to receive 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 continued impact of the COVID-19 pandemic on strategy, operations, liquidity and financial matters.

Each of the Board’s standing committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee, and reports to the full Board as appropriate. In particular:

19

Corporate Governance

(“GRI”) and the Sustainable Development Goals.Accounting Standard Board (“SASB”), and details our progress in advancing our sustainability agenda focusing on People, Product and Planet. 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 our standards. The Nominating and Governance Committee reviews and evaluates our strategies, programs, policies and practices relating to ESG issues and impacts to support the sustainable and responsible growth of our business. We articulate our commitments to corporate sustainability and responsibility in our Code of Conduct.

The Kontoor Brands SustainabilityESG Council champions our company-wide commitment to sustainability performanceESG initiatives and transparency. The Council, which consistsconsisting of members from our Executive Leadership Team, our Global Sustainability Business Team and select working group leaders, meets bi-annually.regularly. 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 alignmentaligned with our business priorities. The Council meets regularly and provides leadership on strategy, financial, operational, compliance and reputational risk.

20

		Director Compensation

The primary components of compensation for our non-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. The Board sets 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 20202021 non-employee director compensation:

In 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-executive director chair fee and (ii) waived their meeting fee for Board meetings in excess of ten meetings during the year for fiscal 2020.

Mr. Baxter is the only directoremployee who serves as a director. He is an employee of Kontoor, does not receive any compensation in addition toseparately compensated for his regular compensation for service on the Board and attendance at meetingsor as Chair of the Board.

In July 2021, the Talent and Compensation Committee reviewed a report from FW Cook, the independent compensation consultant to the Talent and Compensation Committee, at that time, on the competitiveness and design of Kontoor’s non-employee director compensation program in comparison to Kontoor’s peer group, which is the same peer group used to evaluate executive compensation. See Competitive Compensation Targets and the Role of the Industry Group on page 30 for more information about this peer group. FW Cook had previously reviewed the non-employee director compensation program in January 2020, at which time no changes were made to the program. The FW Cook report noted that the additional retainers for our Audit Committee Chair and our Talent and Compensation Committee Chair were below peer group median. Based on the July 2021 FW Cook report, the Talent and Compensation Committee recommended, and the Board or anyapproved, the following changes to our non-employee director compensation program: (i) an increase in the Audit Committee Chair additional cash retainer from $20,000 to $30,000, and (ii) an increase in the Talent and Compensation Committee Chair additional cash retainer from $20,000 to $25,000. These changes were effective the third quarter of fiscal 2021. Beginning in August 2021, the Talent and Compensation Committee retained Compensation Advisory Partners (“CAP”) as its committees.independent compensation consultant, which will assist the Committee with its periodic review of Kontoor’s non-employee director compensation, among other matters.

22

Director Compensation

Each non-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 for Non-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, Carucci, Lynch and CarucciSchiller and Ms. Chugg elected to defer all cash compensation in 2020.2021.

Kontoor reimburses non-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 its non-employee directors.

22

		Executive Compensation

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our named executive officers’ compensation for the period December 29, 2019January 3, 2021 through January 2, 20211, 2022 (referred to herein as “fiscal 2020”2021” or “2020”“2021”). The 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 wasKontoor is a pivotal year for Kontoor. We completed our first full year as a separate, independent publicly-traded company and global lifestyle 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 severalled by two of the company-wide performance measures underlyingworld’s most iconic consumer brands: Wrangler^® and Lee^®. The Company designs, produces, procures, markets and distributes apparel primarily under the brand names Wrangler^® and Lee^®. Our business is founded upon a strategic sourcing model and best-in-class supply chain. We focus on leveraging our performance-based incentive plans. However, the swift emergenceglobal platform to drive brand growth and deliver long-term value to our stakeholders, including our shareholders, consumers, customers, suppliers and communities.

Navigating unprecedented operating challenges, macroeconomic pressures and ongoing impacts 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:

24

Executive Compensation

Fiscal 20202021 Key Financial Operational and Strategic Highlights:

Impact of COVID-19 on Key Fiscal 20202021 Compensation Decisions—Following the completion of the Spin-Off, ourOur 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 2019,2020, the Committee determined that the program generally fitfits the needs of the Company and did not implement any significant changes to its structure for fiscal 2020.

Starting with Asia in early 2020, as2021 other than 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 summaryinclusion of the impact of COVID-19 on keyESG modifier to Kontoor’s AIP for fiscal 20202021 which is designed to link 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

25

Executive Compensation

The Committee is committed to ensuring that the Program is oriented toward pay-for-performance and designed 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’ 20202021 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 Kontoor performance-based and time-based restricted stock unit awards.

Balance of Base Salary and At-Risk Pay for Performance Components—Kontoor’s philosophy is that a significant portion of each executive’s total direct compensation should be at-risk, meaning subject to fluctuation based on Kontoor’s financial and stock price performance. The at-risk components of total compensation targets are annual cash incentives and long-term equity compensation. The at-risk portion of target total compensation is greater for higher level positions, reflecting greater accountability for performance results. For our NEOs, 60% of our long-term incentive equity awards are at-risk and subject to financial performance objectives linked to our strategic priorities and shareholder returns. Our 2020The Committee believes that our 2021 executive compensation program design is aligned with the Company’s pay-for-performance philosophy.

26

Executive Compensation

Our Governance Practices—Our executive compensation practices promote good governance and mitigate excessive risk-taking. Below we highlight key compensation practices that we have implemented in our Program, to promote the interests of shareholders, and responsible compensation and governance practices:

WHAT WE DO

Hold an annualAnnual “Say-on-Pay” advisory vote for shareholders

 

Alignment of executive compensation with shareholder returns through equity ownership requirements and equity-based awards

 

“Double trigger” requiredrequirement for severance and accelerated vesting of equity awards pursuant to change-in-control agreements with our executive leadership team

Pay for performance and set rigorous goals for annual cash incentive and PRSU awards

Incorporate ESG goals into our annual cash incentive program

Regular shareholder outreach

Pay-for-performance emphasis with a balance of short- and long-term incentives, using an array of key performance metrics, with a strong emphasis on financial performance

 

Significant stock ownership guidelines for executives

 

Clawback provisions for cash and equity performance- based compensation

 

Independent compensation consultant to the Committee

Cap annual cash incentive payouts

Review share utilization regularly

WHAT WE DO NOT DO

No excise tax gross-up payments for executives

 

No hedging or pledging of Kontoor common stock by executives

 

No guaranteed salary increases or bonuses

No repricing or cash buyout of underwater stock options and stock appreciation rights without shareholder approval or back dating

 

No evergreen provisions

No employment agreements for executive officers

 

No liberal share recycling under the 2019 Stock Compensation Plan (the “Stock Plan”)

No payment of dividends on unvested long-term incentives

No overlapping performance metrics for annual cash incentive and PRSU awards

Say-on-Pay—We have adopted a policy of conducting an annual advisory vote on executive compensation. While this vote is not binding, our Board and Talent and Compensation Committee, which we refer to as the “Committee” for purposes of this CD&A, value the opinions of our shareholders. The Committee strives to ensure our executive compensation aligns with the interests of our shareholders and adheres to our pay-for-performance philosophy.

At our 2021 annual meeting of shareholders, more than 96% of votes cast supported our executive compensation program. The Committee and management reviewed our shareholders’ affirmative 2021 Say-on-Pay vote and believe it to be a strong indication of support for our executive compensation program and practices and the related decision-making by the Committee. The Committee expects to continue to consider future annual Say-on-Pay votes and investor feedback when making decisions relating to our executive compensation program, policies and practices.

27

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. 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 over one- 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.

28

Executive Compensation

Compensation Decision-Making Process—Roles and Responsibilities

30

29

Executive Compensation

Competitive Compensation Targets and the Role of the Industry Group

In 2020, FW Cook and management each independently analyzed peer data as well as broader market data applicable toThe Committee annually reviews the talent pool from which the Company draws (the “Comparison Data”) in proposing compensation targets for 2020.

In establishing acomposition of Kontoor’s peer Industry Group, to review in July 2019 following the Spin-Off, the Committee primarily identifiedcomprised of companies that are of comparable size (based on revenuerevenues between $749M and $4,846M and market capitalization)capitalization between $1,545M and $13,295M), and metmeet a majority of several criteria, such as

In July 2019,2021, the Committee approved the following Industry Group constituent companies:

Our revenues rank near the median of Industry Group companies and our market capitalization ranks between the 25^th percentile and 50^th percentile and our market capitalization ranks near the 25^th percentile of the Industry Group companies. In 2020,July 2021, the Committee reviewed the composition of the Industry Group and, based onconsidering the recommendation from FW Cook, approvedremoved Express, Inc. from the Industry Group with no changes tobecause its market capitalization fell meaningfully outside of the constituent companies that made up oursize range of the Industry Group for 2019.and it has a less comparable business model, and added Caleres, Inc. due to its wholesale operations, majority of sales in the U.S., and status as a common compensation peer among Kontoor’s current peer companies.

In addition, we currently participate in and use several executive compensation surveys for NEO positions, including the Willis Towers Watson General Industry Executive Compensation Survey, the Equilar TrueView Survey and the Aon Hewitt Total Compensation Measurement (TCM) Survey for Executives. The surveys provide general market data for relevant positions at companies with revenues and market capitalization similar to Kontoor in both the apparel/retail and general industry.

For 2020,2021, Kontoor used the Industry Group data solely as a reference point, in combination with broader executive compensation was established forsurveys, to assess each NEO taking into considerationNEO’s target total direct compensation (i.e., salary, target bonus, and the Comparison Data,grant date fair value of long-term

30

30

Executive Compensation

incentives). Other factors were also considered, such as the scope of the executive’s duties, the executive’s experience in his or her role and the executive’s individual performance in his or her role and relative to his or her peers. The Committee also evaluated the relative compensation levels among Kontoor’s senior executives as compared to the market pay levels of companies in the Industry Group. The Committee seeks to set total target director compensation, and balance the elements of total direct compensation (base salary, target annual cash incentive awards and target annual long-term equity incentive award values), for senior executives at levels competitive with compensation paid to executives in comparable positions at Industry Group peers.

Benefits in 2020 were set at levels intended to be competitive within the Industry Group but were not included in the Committee’s evaluation of total direct compensation.

31