[8-K] Kontoor Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

Kontoor Brands, Inc. reported board-approved compensation increases tied to recent executive appointments. Joseph A. Alkire, named Executive Vice President, Chief Financial Officer and Global Head of Operations, will have his annual base salary raised from $750,000 to $800,000, his annual cash incentive target raised from 85% to 100% of base salary, and his long-term incentive target increased from $1,350,000 to $1,700,000. Jennifer H. Broyles, named Executive Vice President, Chief Commercial Officer and Global Head of Brands, will have her base salary raised from $675,000 to $750,000, annual cash incentive target increased from 75% to 100% of base salary, and her long-term incentive target raised from $710,000 to $1,500,000. Salary and annual cash incentive changes are retroactive to August 1, 2025; long-term incentive changes take effect in 2026.

Positive

• Clear alignment of executive pay with roles through higher short- and long-term incentives
• Retention focus via significant increases in long-term incentive target awards
• Transparency in retroactive effective date for salary and cash incentive changes

Negative

• Increased compensation expense due to retroactive salary/cash adjustments
• No disclosed performance metrics for the increased incentive awards, limiting assessment of pay-for-performance
• Potential future dilution from larger long-term equity awards when granted in 2026

Insights

Compensation Analyst

TL;DR: Board increased pay and incentive targets to align new executives with strategic goals; raises may modestly raise near-term compensation expense.

The Committee raised base pay and significantly increased incentive opportunity for both executives, moving annual cash targets to 100% of base salary which enhances pay-for-performance alignment. The long-term incentive increases—especially Ms. Broyles' jump to $1.5M—suggest the company is prioritizing retention and long-term commercial growth execution. Retroactive adjustment to August 1, 2025, implies a near-term cash impact; long-term award changes effective in 2026 will affect dilution and equity compensation expense when granted. Overall, these are routine, targeted executive compensation actions rather than operational changes.

Corporate Governance Expert

TL;DR: Compensation moves are governance-driven to support new roles; disclosure is concise and standard for an 8-K.

The Talent and Compensation Committee acted to modify pay consistent with role changes, increasing both short- and long-term incentive targets. The disclosure notes timing for effectiveness and retroactivity, which is appropriate for transparency to shareholders. There is no disclosure of metrics, equity vehicle mix, or estimated incremental cost, which limits assessment of shareholder impact. Absent additional details on performance conditions or grant structure, these changes appear governance-focused and procedural.

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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 22, 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.

On July 29, 2025, as previously disclosed, Kontoor Brands, Inc. (the “Company”) announced that Joseph A. Alkire was appointed Executive Vice President, Chief Financial Officer and Global Head of Operations of the Company and Jennifer H. Broyles was appointed Executive Vice President, Chief Commercial Officer and Global Head of Brands of the Company.

On September 22, 2025, in connection with Mr. Alkire’s appointment to the role of Executive Vice President, Chief Financial Officer and Global Head of Operations, the Talent and Compensation Committee of the Company’s Board of Directors (the “Committee”) approved an increase in his annual base salary from $750,000 to $800,000. His annual cash incentive target was increased from 85% of his base salary to 100% of his base salary and his long-term incentive target award was increased from $1,350,000 to $1,700,000.

On September 22, 2025, in connection with Ms. Broyles’ appointment to the role of Executive Vice President, Chief Commercial Officer and Global Head of Brands, the Committee approved an increase in her annual base salary from $675,000 to $750,000. Her annual cash incentive target was increased from 75% of her base salary to 100% of her base salary and her long-term incentive target award was increased from $710,000 to $1,500,000.

The salary and annual cash incentive target changes are retroactive to August 1, 2025. The changes to the long-term incentive target awards will be effective in 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

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 26, 2025

By:

/s/ Thomas L. Doerr, Jr.

Name:

Thomas L. Doerr, Jr.

Title:

Executive Vice President, Chief Legal Officer & Secretary

FAQ

What compensation changes did Kontoor Brands (KTB) disclose for its new CFO?

The Company increased Joseph A. Alkire's base salary from $750,000 to $800,000, raised his annual cash incentive target from 85% to 100% of base salary, and increased his long-term incentive target from $1,350,000 to $1,700,000.

What compensation changes did Kontoor Brands (KTB) disclose for its new Chief Commercial Officer?

Jennifer H. Broyles' base salary was increased from $675,000 to $750,000, her annual cash incentive target was raised from 75% to 100% of base salary, and her long-term incentive target was increased from $710,000 to $1,500,000.

When do the salary and incentive changes for KTB executives take effect?

Salary and annual cash incentive target changes are retroactive to August 1, 2025. The long-term incentive target changes will be effective in 2026.

Did Kontoor Brands disclose performance metrics tied to the increased incentives?

No. The 8-K discloses target amounts and timing but does not disclose specific performance metrics or award structures for the increased incentives.

Will these changes immediately affect Kontoor's financial statements?

The retroactive salary and cash incentive adjustments create a near-term cash expense impact; long-term incentive increases will affect equity compensation expense and potential dilution when awards are granted in 2026.