KTB 8-K: Thomas Waldron Steps Down; 18-Month $1.35M Separation Agreement

Rhea-AI Filing Summary

Kontoor Brands announced the separation of Executive Vice President and COO Thomas E. Waldron. Mr. Waldron stepped down from his executive role and will remain employed in a non-executive capacity through September 30, 2025 to support a transition. Under a Separation Agreement dated August 31, 2025, he will receive $1,350,000 paid in biweekly installments over an 18-month separation period, equal to 18 months of base salary. He is eligible for a pro rata 2025 annual cash incentive award based on actual performance, continued eligibility to earn and vest in certain 2025 equity awards per their terms, and retirement treatment for pre-2025 awards. The company will provide specified benefits including financial counseling, executive physical exams, 18 months of outplacement assistance, and payment of the employer portion of COBRA healthcare premiums during the severance period subject to standard conditions. The Agreement includes release provisions and customary noncompetition, confidentiality and nonsolicitation covenants. The full Agreement is filed as Exhibit 10.1.

Positive

• Clear transition plan: Mr. Waldron remains through September 30, 2025 to support orderly handoff
• Preserved equity rights: Eligibility to earn/vest 2025 performance and time-based awards per plan terms
• Reasonable severance amount: $1,350,000 equal to 18 months of base salary with biweekly payments

Negative

• Cash outlay: Company obligated to pay $1,350,000 over 18 months plus employer COBRA premiums during the period
• Potential ongoing cost: Pro rata AIP payment could add further cash obligation depending on 2025 performance

Insights

Corporate Governance Expert

TL;DR: Departure documented with standard severance, continued equity rights, and restrictive covenants; governance implications appear routine.

The separation agreement provides Mr. Waldron with 18 months of base salary severance, continuation of certain benefit and equity rights tied to 2025 awards, and customary post-employment restrictive covenants. These terms are explicitly laid out and include payment mechanics, COBRA premium support, and outplacement services. The treatment of pre-2025 awards follows existing retirement provisions. From a governance perspective, the filing discloses material compensation and restrictive terms but does not indicate accelerated equity payouts or extraordinary payments beyond the specified severance amount. The disclosure attaches the full agreement as Exhibit 10.1, allowing investors to review detailed contractual terms.

Compensation & HR Specialist

TL;DR: Compensation package aligns with common executive separations: salary continuation, prorated incentive, equity treatment, and benefits continuation.

The Agreement provides a clear severance formula equal to 18 months of base pay totaling $1,350,000, with biweekly payments during the separation period. Eligibility for a pro rata AIP award based on 2025 performance and continued vesting/earning of 2025 equity awards is explicitly preserved. Ancillary support includes financial counseling, executive physicals, and outplacement assistance for 18 months. Restrictive covenants and a release are included, which are standard to protect company interests. The arrangement appears structured to balance transition support for the executive while maintaining protections for the company.

0001760965false00017609652025-08-312025-08-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 31, 2025

KONTOOR BRANDS, INC.

(Exact name of registrant as specified in charter)

North Carolina

001-38854

83-2680248

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. employer identification number)

400 N. Elm Street

Greensboro, North Carolina 27401

(Address of principal executive offices)

(336) 332-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, no par value

KTB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on July 29, 2025, Thomas E. Waldron stepped down from his role as Executive Vice President and Chief Operating Officer of Kontoor Brands, Inc. (the “Company”). Mr. Waldron will remain employed by the Company in a non-executive officer capacity through September 30, 2025 (the “Separation Date”), in order to help assure an orderly transition of responsibilities. On August 31, 2025, the Company entered into a Separation Agreement (the “Agreement”) with Mr. Waldron.

Pursuant to the Agreement, Mr. Waldron will be paid $1,350,000, which is equal to eighteen (18) months of his base salary, in biweekly payments over an eighteen-month period commencing on the Separation Date (the “Separation Period”). Mr. Waldron will be eligible to receive a pro rata share of any annual cash incentive program (the “AIP”) award earned based on actual 2025 performance factors. Any award earned would be paid out when the AIP awards are finalized in early 2026. Mr. Waldron will continue to be eligible to earn the performance-based restricted stock units granted in 2025 based on actual performance following the end of the applicable performance period and to vest in his time-based restricted stock units granted in 2025 as if his employment had not terminated. Performance-based restricted stock units and time-based restricted stock units granted prior to 2025 will be treated according to their existing terms applicable to retirement.

Mr. Waldron will also continue to be eligible for financial counseling during the Separation Period, executive physical exams for 2025 and 2026 and eighteen (18) months of outplacement assistance. After the Separation Date, if Mr. Waldron elects continued health benefits (medical, dental, vision, prescription) coverage under COBRA, Mr. Waldron will be eligible for such coverage at a reduced premium amount until (i) the date that is the end of the Severance Period, (ii) the date Mr. Waldron is no longer eligible to receive COBRA continuation coverage, or (iii) the date on which Mr. Waldron becomes eligible to receive substantially similar coverage from another employer or other source, and the Company will pay for the employer portion of providing such healthcare coverage during this period.

The Agreement also includes a release and customary covenants restricting Mr. Waldron from disclosing confidential information, from competing with the Company’s business, soliciting customers and from soliciting employees of the Company.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Separation Agreement, entered into as of August 31, 2025, between Kontoor Brands, Inc. and Thomas E. Waldron.

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KONTOOR BRANDS, INC.

Date: September 5, 2025

By:

/s/ Thomas L. Doerr, Jr.

Name:

Thomas L. Doerr, Jr.

Title:

Executive Vice President, Chief Legal Officer & Secretary

FAQ

What severance will Kontoor Brands (KTB) pay to Thomas Waldron?

The Separation Agreement provides $1,350,000, equal to 18 months of base salary, paid in biweekly installments over the 18-month separation period.

When does Thomas Waldron's separation period end?

Mr. Waldron remains employed in a non-executive officer capacity through September 30, 2025 to support transition activities.

Will Mr. Waldron receive incentive or equity awards after separation?

He is eligible for a pro rata 2025 annual cash incentive (AIP) based on actual 2025 performance and for performance-based and time-based restricted stock units granted in 2025 per their terms.

Does Kontoor cover health benefits after separation?

If Mr. Waldron elects COBRA, the company will pay the employer portion of healthcare premiums during the severance period until specified termination conditions are met.

Are there restrictive covenants in the agreement?

Yes, the Agreement includes a release and customary covenants restricting confidentiality, competition, customer solicitation, and employee solicitation.