KONTOOR BRANDS INC (KTB)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
KONTOOR BRANDS INC · Meeting: April 23, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of six directors for a term ending at the 2027 annual meeting of shareholders
Baxter has served since the 2019 spin-off and KTB's 3-year stock return of +40.3% beats the peer group median by +41.2 percentage points, well above the 50-point threshold required to trigger a negative vote; no overboarding, attendance, or independence concerns apply.
Campbell joined in February 2024, placing her within the 24-month new-director exemption window, so the TSR trigger does not apply; she is independent, serves appropriately on audit and compensation committees, and brings relevant retail and digital commerce experience.
Goldsmith has served since February 2022 and the company's strong 3-year TSR outperformance versus peers means the TSR trigger does not apply; she is independent, chairs the compensation committee, and has no overboarding or attendance issues.
Schiller has served since May 2021 and KTB's peer-beating stock performance means no TSR underperformance trigger fires; he is independent, qualifies as an audit committee financial expert, and has relevant consumer-goods CEO experience.
Shearer has served since the 2019 spin-off and the company's strong outperformance of peers over three years means no TSR trigger applies; while he holds three public board seats (KTB, Yeti, Church & Dwight) that is within the four-seat limit, and he brings deep financial and governance expertise as Lead Independent Director and audit committee chair.
Stewart has served since the 2019 spin-off and KTB's strong peer-relative TSR means the underperformance trigger does not apply; he holds seats on KTB, Otis Worldwide, and Clean Harbors — three total, within the four-seat limit — and brings relevant supply-chain and governance expertise.
All six nominees pass the policy screens. KTB's 3-year total shareholder return of +40.3% outpaces the compensation peer group median by +41.2 percentage points, far exceeding the +50 percentage point threshold needed to trigger a vote against any director. No director is overboarded, all attended more than 85% of meetings, independent directors serve only on independent committees, and no familial relationships with senior management were found among board members.
Say on Pay
✓ FORCEO
Scott H. Baxter
Total Comp
$13,203,878
Prior Support
97%%
CEO total compensation of approximately $13.2 million is within a reasonable range for a Consumer Cyclical company of KTB's size ($3.7 billion market cap), and the pay structure is heavily weighted toward variable pay — base salary represents roughly 10% of total compensation while annual cash incentives and multi-year stock awards make up the remainder, well exceeding the 50-60% variable pay threshold the policy requires. Incentive payouts were earned against genuine performance: the annual bonus paid out at 173.5% of target driven by strong revenue growth (including the Helly Hansen acquisition), expanding gross margins, and measurable synergy savings, while the 2023-2025 performance stock awards paid out at 127.4% of target supported by KTB's TSR ranking at the 79th percentile of its peer group. The prior year Say on Pay vote received 97% shareholder support, there is a robust clawback policy in place, and stock performance has substantially outpaced peers over three years, confirming that above-target incentive pay was genuinely aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a $3.7 billion market-cap company; the proxy filing does not include a fee breakdown table with extractable dollar amounts, so the non-audit fee ratio trigger cannot be assessed, but per policy when fee data is unavailable we do not assume a negative trigger; auditor tenure is not disclosed so the tenure trigger likewise cannot fire; no material financial restatements are noted in the filing.
Overall Assessment
The 2026 Kontoor Brands annual meeting presents a clean ballot: all six director nominees pass TSR, overboarding, independence, and attendance screens on the strength of the company's impressive peer-outperforming stock performance, and the Say-on-Pay program earns support due to a heavily variable pay structure with incentives paid against genuine multi-year financial and shareholder return results. No stockholder proposals were identified in the provided filing materials, and the auditor ratification raises no concerns given PwC's Big 4 status, though fee disclosure was not extractable from the provided text.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing