Kontoor Brands expands board to nine with two appointments
Their terms expire at the 2027 annual meeting and continue until successors are duly elected and qualified; committee assignments cover audit, governance, and compensation.
Rhea-AI Filing Summary
Kontoor Brands, Inc. (KTB) increased its board from seven to nine directors and appointed James T. Caulfield and Michael J. Skipworth, effective September 23, 2026. Their terms expire at the 2027 annual meeting and continue until their respective successors are duly elected and qualified.
Caulfield, formerly PepsiCo’s executive vice president and chief financial officer, joins the Audit and Nominating and Governance committees. Skipworth, president and chief executive officer of Wingstop, joins the Audit and Talent and Compensation committees. Both will receive compensation under Kontoor’s director compensation program, and the company expects to enter into its standard-form indemnification agreement with each. Kontoor stated that neither appointment involved an arrangement with another person, a family relationship with a company director or officer, or a transaction subject to disclosure in which either appointee had a material interest.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size: Seven to nine directors
James T. Caulfield age: 67 years
Michael J. Skipworth age: 49 years
+1 more
4 metrics
Board size
Seven to nine directors
Kontoor board; change effective September 23, 2026
James T. Caulfield age
67 years
Age stated in the announcement
Michael J. Skipworth age
49 years
Age stated in the announcement
Term expiration
2027 annual meeting
Term for both new directors
Key Terms
director compensation program, non-employee directors, indemnification agreement, material interest
4 terms
director compensation program financial
"consistent with the Company’s director compensation program"
non-employee directors regulatory
"compensation for services as non-employee directors"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
indemnification agreement regulatory
"standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
material interest regulatory
"has a material interest subject to disclosure"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who joined the KTB board in September 2026?
Kontoor appointed James T. Caulfield, formerly PepsiCo’s executive vice president and chief financial officer, and Michael J. Skipworth, president and chief executive officer of Wingstop, effective September 23, 2026. The board expanded from seven to nine directors.
Which committees will KTB’s new directors join?
James T. Caulfield will serve on the Audit and Nominating and Governance committees. Michael J. Skipworth will serve on the Audit and Talent and Compensation committees. Each director’s term expires at the 2027 annual meeting and continues until the respective successor is duly elected and qualified.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 23, 2026
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification number) | ||||||||||||
(Address of principal executive offices)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||||||||||||
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.
On September 23, 2026, the Board of Directors (the “Board”) of Kontoor Brands, Inc. (the “Company”) increased the size of the Board from seven to nine directors and approved the appointment of James T. Caulfield and Michael J. Skipworth, each as a director of the Company, effective immediately, to serve for a term expiring at the Company’s 2027 annual meeting of shareholders and until their respective successors are duly elected and qualified. In connection therewith, Mr. Caulfield was also appointed to the Board’s Audit Committee and the Board’s Nominating and Governance Committee and Mr. Skipworth was also appointed to the Board’s Audit Committee and the Board’s Talent and Compensation Committee.
Messrs. Caulfield and Skipworth will receive compensation for services as non-employee directors of the Company consistent with the Company’s director compensation program, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission (“SEC”) on March 9, 2026. The Company and each of Mr. Caulfield and Mr. Skipworth are expected to enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026.
There are no arrangements or understandings between either Mr. Caulfield or Mr. Skipworth and any other person pursuant to which either Mr. Caulfield or Mr. Skipworth was appointed to the Board, there are no family relationships between either Mr. Caulfield or Mr. Skipworth and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which either Mr. Caulfield or Mr. Skipworth has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
99.1 | Press release issued by Kontoor Brands, Inc., dated September 23, 2026, announcing the appointment of new directors. | ||||
| 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 24, 2026 | By: | /s/ Thomas L. Doerr, Jr. | ||||||||||||
| Name: | Thomas L. Doerr, Jr. | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer & Secretary | |||||||||||||
Exhibit 99.1
Kontoor Brands Board of Directors Elects Jamie Caulfield, Former PepsiCo, Inc. Chief Financial Officer and Michael Skipworth, President and Chief Executive Officer of Wingstop Inc. as New Directors
Wednesday, September 23 –Kontoor Brands, Inc. (NYSE: KTB) (the “Company” or “Kontoor”), today announced that Jamie Caulfield and Michael Skipworth have been elected to the Company’s board of directors effective immediately. Additionally, the Company announced an increase in the size of the Board from seven to nine directors.
"We're excited to welcome Jamie and Michael to Kontoor's Board of Directors," said Scott Baxter, Chief Executive Officer & Chairman of the Board of Kontoor. "Jamie brings decades of financial and portfolio leadership from one of the world's most respected consumer companies, where he helped guide the business through significant periods of change and expansion. Michael's proven track record scaling a high-growth consumer brand will be equally valuable. Together, their perspectives will help inform how we manage our portfolio, drive growth and strengthen our multi-brand platform."
Mr. Caulfield, 67, most recently served as Executive Vice President and Chief Financial Officer of PepsiCo, Inc., a global beverage and convenient foods portfolio company that generates nearly $94 billion in net revenue. Over a career with PepsiCo spanning more than 30 years, Mr. Caulfield held a succession of senior finance roles, including Senior Vice President and Chief Financial Officer of PepsiCo Foods North America, where he helped guide the growth and transformation of the business, and Senior Vice President, Investor Relations from 2011 to 2019. His experience also spans Financial Planning and Analysis, Mergers and Acquisitions, and Corporate Strategy and Development. Mr. Caulfield holds a bachelor's degree in accounting from Loyola University and is a graduate of the Program for Management Development at Harvard Business School.
Mr. Caulfield will serve on the Audit Committee and the Nominating & Governance Committee of Kontoor's Board of Directors.
Mr. Skipworth, 49, serves as President and Chief Executive Officer of Wingstop Inc., a Dallas-based company that operates and franchises more than 3,000 restaurants worldwide. Prior to his appointment as President and Chief Executive Officer, Mr. Skipworth held various leadership roles in finance, accounting and operations, including President and Chief Operating Officer at Wingstop. Prior to that, he served in diverse leadership roles across accounting, finance and operations at Cardinal Logistics Holdings, LLC and KPMG LLP. Mr. Skipworth holds a Master of Business Administration degree from Midwestern State University.
Exhibit 99.1
Mr. Skipworth will serve on the Audit Committee and the Talent and Compensation Committee of Kontoor’s Board of Directors.
About Kontoor Brands
Kontoor Brands, Inc. (NYSE: KTB) is a portfolio of three of the world’s most iconic lifestyle, outdoor and workwear brands: Wrangler®, Lee® and Helly Hansen®. Kontoor Brands is a purpose-led organization focused on leveraging its global platform, strategic sourcing model and best-in-class supply chain to drive brand growth and deliver long-term value for its stakeholders. For more information about Kontoor Brands, please visit www.KontoorBrands.com.