Form 4: Kontoor Brands Director Increases Phantom Stock Holdings Through Deferred Compensation Plan

Kontoor Brands Director Robert K. Shearer acquired 724.251 phantom stock units as part of a non-employee director deferred savings plan.

Summary

• Robert K. Shearer, a Director of Kontoor Brands, Inc. (KTB), acquired 724.251 Phantom Stock Units (PSUs) on June 27, 2025.
• The PSUs were acquired at a price of $65.585 per unit, representing deferred director fees.
• Following this transaction, Robert K. Shearer beneficially owns a total of 37,531.1307 PSUs.
• These PSUs are accrued under the Kontoor Brands Deferred Savings Plan for Non-Employee Directors and are to be settled 100% in cash upon the reporting person's retirement.
• The number of PSUs beneficially owned may fluctuate over time due to deemed reinvestment of dividends.

Sentiment

Score: 7

Explanation: The filing reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan, indicating continued participation and alignment with company interests. This is a neutral to slightly positive event.

Positives

• Director's continued participation in the company's deferred savings plan demonstrates ongoing alignment of interests with the company's long-term performance.
• The acquisition of phantom stock units through deferred fees is a standard and transparent compensation practice for non-employee directors.

Future Outlook

No forward-looking statements or guidance are provided in this filing, as it is a disclosure of a past insider transaction.

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive compensation, often including equity-linked instruments like phantom stock, to align their interests with long-term shareholder value. Such deferred compensation plans are prevalent across various industries for attracting and retaining qualified board members.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a widely adopted practice across publicly traded companies, including those in the apparel and retail sectors.
• Many companies, similar to Kontoor Brands, utilize deferred compensation plans to allow directors to defer fees into equity-equivalent units, promoting long-term alignment without immediate stock ownership.

Corporate Governance

Related Party Transactions

• Acquisition of phantom stock units by a director from the company as part of the Kontoor Brands Deferred Savings Plan for Non-Employee Directors, which is a standard compensation arrangement.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director aligns their financial interests with those of the shareholders, as the value of these units is tied to the company's stock performance.
• Management: The deferred compensation plan helps in retaining experienced board members, contributing to stable corporate governance.

Key Dates

Recommendation

Keywords

Kontoor Brands, KTB, Form 4, insider transaction, phantom stock, deferred compensation, director compensation, Robert K. Shearer