Robert Shearer
About Robert K. Shearer
Lead Independent Director at Kontoor Brands (KTB), age 73, serving since the 2019 spin-off and formerly Chairman until August 2021. He chairs the Audit Committee and the Strategy & Finance Committee, and brings deep finance and governance expertise as former SVP & CFO of V.F. Corporation (2005–2015), with prior roles including VP-Finance/CFO, VP-Controller, and President of VF’s Outdoor Coalition; earlier, Senior Audit Manager at Ernst & Young. He holds a bachelor’s degree in accounting from Catawba College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| V.F. Corporation | Senior Vice President & Chief Financial Officer | 2005–2015 | Led finance, capital structure, internal controls, investor relations; expansion initiatives and international growth insights |
| V.F. Corporation | VP-Finance & CFO; VP-Controller | 1986–2005 | Scaling finance organization and reporting processes |
| V.F. Corporation | President, Outdoor Coalition (incl. The North Face) | ~2 years (within 1986–2015 period) | Operational leadership post-acquisition |
| Ernst & Young | Senior Audit Manager | Pre-VF | Public accounting, audit and controls foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YETI Holdings, Inc. | Director; Chair of Board | Director since 2018; Chair since 2021 | Board leadership; governance expertise |
| Church & Dwight Co., Inc. | Director; Audit Committee member; former Audit Chair | Director since 2008; Audit Chair 2009–Feb 2023 | Financial oversight; audit leadership |
| The Fresh Market, Inc. | Former Director | Prior service | Retail governance experience |
Board Governance
- Independence: Independent director; the Board determined all non-employee directors (incl. Shearer) are independent under NYSE and company categorical standards.
- Board/Committee attendance: Board met 5 times in 2024; each current member attended more than 85% of Board and applicable committee meetings; all 8 directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors met in executive session 4 times in 2024; Shearer, as Lead Independent Director, presides.
- Committee assignments:
- Audit Committee: Chair; 6 meetings in 2024; qualifies as an “audit committee financial expert”; committee members all independent and financially literate.
- Strategy & Finance Committee: Chair; members include Shearer, Baxter, Stewart; oversees capital structure, capital allocation, and M&A review.
- Lead Independent Director responsibilities (selected): Agenda-setting with Chair/CEO; presides over meetings without Chair; principal liaison between independent directors and Chair; can authorize advisors; meets with independent directors annually and engages with major shareholders as appropriate.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $30,000 | — |
| Lead Independent Director retainer | $100,000 (75% cash; 25% RSUs) | Mix specified; paid partly in RSUs |
| Meeting fee (if >10 meetings) | $1,500 per meeting | Not commonly triggered |
| 2024 fees earned or paid in cash (Shearer) | $190,000 | Shearer elected to defer all cash compensation in 2024 |
Performance Compensation
| Element | Grant | Terms |
|---|---|---|
| Annual equity retainer (RSUs) | $160,000 | Fully vested at grant; settled 1 year after grant; number of RSUs uses 30-day avg stock price |
| Lead Independent Director RSU portion | $25,000 | Included in stock awards total |
| 2024 RSU grant details (Shearer) | 2,652 RSUs on Apr 1, 2024; $60.34 grant-date fair value per RSU | Settled in shares Apr 1, 2025; dividend equivalents accrue until settlement |
| 2024 stock awards total (Shearer) | $185,000 | Annual equity retainer + Lead Director RSU |
Kontoor does not grant performance-based equity to non-employee directors; RSUs are time-based and fully vested at grant (settled one year later).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | YETI (Chair); Church & Dwight (Audit Committee member) |
| Interlocks | No Talent & Compensation Committee interlocks or insider participation at KTB in 2024. |
| Overboarding policy | Company states none of directors are “overboarded”; non-executive directors capped at ≤4 public boards; Shearer’s current public boards comply. |
Expertise & Qualifications
- Audit/financial expertise: Designated audit committee financial expert; CFO experience at VF; 12 years in public accounting.
- Capital markets and M&A: Insights into capital structure, international operations, acquisitions, and strategic planning from VF tenure.
- Governance leadership: Prior KTB Chair; current Lead Independent Director; chairs YETI’s board.
- Industry experience: Consumer brands and retail apparel, supply chain; broad corporate governance and ESG oversight experience.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 48,661 shares (as of Feb 13, 2025) |
| Director RSU/phantom stock holdings | 38,901 stock awards as of Dec 28, 2024 |
| Ownership guidelines | Directors must hold stock equal to 5× annual cash retainer; Shearer exceeds the guideline. |
| Hedging/pledging | Directors prohibited from hedging and pledging KTB stock; no margin accounts permitted. |
| Options | Non-employee directors held no KTB options as of Dec 28, 2024. |
Governance Assessment
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Strengths
- Independent leadership: Robust Lead Independent Director role with formal responsibilities; Shearer actively presides over executive sessions.
- Financial oversight quality: Audit Chair with “financial expert” designation; committee independence and literacy; 6 meetings in 2024.
- Alignment & ownership: Exceeds director stock ownership guideline; elected to defer all cash compensation in 2024; RSU-based equity retainer supports alignment.
- Board effectiveness: High meeting attendance; annual Board and committee evaluations (independent consultant in 2024); executive sessions held regularly.
- Shareholder-friendly practices: Majority voting in uncontested elections; elimination of supermajority provisions in 2024; no poison pill; anti-hedging/pledging policy.
- Shareholder support: 2024 Say-on-Pay approval >95%, indicating broad investor confidence in compensation governance.
-
Potential conflicts and red flags
- Related-party transactions: Proxy disclosed one related-person item involving an executive’s spouse; no related-person transactions disclosed involving Shearer.
- Vendor ties: The Board reviewed Workday’s supplier relationship in assessing director independence for another director; Shearer’s independence affirmed.
- Interlocks: None at the Talent & Compensation Committee.
- Pledging/hedging: Prohibited by policy, reducing alignment risk.
Overall signal: Shearer’s long-tenured CFO background, audit chair role, and Lead Independent Director responsibilities enhance board oversight and investor confidence; strong attendance and ownership alignment further support governance quality.