Shelley Stewart Jr.
About Shelley Stewart, Jr.
Independent director at Kontoor Brands (KTB) since the 2019 spin-off; age 71. Former Chief Procurement Officer at E.I. du Pont de Nemours & Co. (2012–2018) with responsibility for real estate and facility services; prior senior supply chain/procurement leadership at Tyco International, Invensys PLC, Raytheon, and United Technologies. Education: BS and Master of Criminal Justice from Northeastern University; MBA from University of New Haven. Core credentials: global supply chain operations, corporate governance/ESG oversight, and public company board experience; currently Chair of KTB’s Nominating & Governance Committee and member, Strategy & Finance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.I. du Pont de Nemours & Co. | Chief Procurement Officer; responsible for real estate and facility services | 2012–2018 | Led enterprise procurement and facilities; senior operating leadership |
| Tyco International | Senior leadership in supply chain/procurement | Not disclosed | Global supply chain operations |
| Invensys PLC | Senior leadership in supply chain/procurement | Not disclosed | Operational leadership |
| Raytheon Company | Senior leadership in supply chain/procurement | Not disclosed | Defense sector procurement |
| United Technologies Corporation | Senior leadership in supply chain/procurement | Not disclosed | Industrial supply chain |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Otis Worldwide | Director | Compensation; Nominating & Governance |
| Clean Harbors | Director | Environmental, Health & Safety; Audit |
| Billion Dollar Roundtable | Chairman | Supplier diversity advocacy |
| Howard University | Board of Trustees; Chair, School of Business Board of Visitors | Governance and academic oversight |
| Northeastern University | Board of Trustees | Governance |
| Cleco Corporation | Former Director | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Strategy & Finance .
- Independence: Board determined Stewart is independent under NYSE standards; 7 of 8 directors are independent .
- Attendance: Board held 5 meetings in 2024; each current director attended >85% of Board and committee meetings; all eight directors attended the 2024 annual meeting. Nominating & Governance met 4x; Audit 6x; Talent & Compensation 7x; non-management directors held 4 executive sessions .
- Governance posture: Majority voting in uncontested elections; irrevocable resignation policy upon failure to receive a majority; Lead Independent Director role established; supermajority standards removed in 2024; “no overboarding” policy .
- ESG oversight: Nominating & Governance oversees significant strategies, programs, and policies related to ESG .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly |
| Committee chair fee (Nominating & Governance) | $20,000 | Chair-specific |
| Meeting fees | $1,500 per meeting (only if >10 Board meetings) | Structure unchanged |
| 2024 cash paid (Stewart) | $105,000 | Retainer + chair fee |
Performance Compensation
| Element | Grant detail | Vesting/Settlement | Notes |
|---|---|---|---|
| Annual equity retainer (RSUs) | $160,000; 2,652 RSUs on Apr 1, 2024 at $60.34 per RSU | Fully vested at grant; settled one year after grant; dividend equivalents accrue and pay at settlement | RSUs are time-based (no performance conditions) |
Executive incentive design (for governance context): AIP metrics are GAAP Revenue (20%), Gross Margin (40%), Operating Income (40); FY24 payout 169.5% of target including a +20% strategic modifier; PRSUs use 3-year cumulative Revenue (40%) and Adjusted EPS (60%) with a relative TSR modifier ±25% vs industry peer group .
FY2024 AIP Metrics and Result (Executives)
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 Result |
|---|---|---|---|---|---|
| GAAP Revenue ($000s) | 20% | 2,375,000 | 2,607,000 | 2,775,000 | 2,607,578 |
| Gross Margin (%) | 40% | 43.2% | 44.2% | 44.7% | 45.1% |
| Operating Income ($000s) | 40% | 300,000 | 371,000 | 425,000 | 380,628 |
| Strategic modifier | ±20% | Project Jeanius achieved (+10%); Supply chain initiatives achieved (+10%) | Final payout 169.5% |
FY2024–FY2026 PRSU Framework (Executives)
| Performance Measure | Weight | TSR Modifier | Peer set for TSR |
|---|---|---|---|
| Adjusted EPS | 60% | ±25% based on percentile | Apparel/Accessories peer group (e.g., PVH, RL, UAA, VFC, etc.) |
| Revenue | 40% | ±25% based on percentile | Apparel/Accessories peer group |
Other Directorships & Interlocks
- Current public boards: Otis Worldwide (Compensation; Nominating & Governance) and Clean Harbors (EHS; Audit) .
- Kontoor interlocks: No Talent & Compensation Committee interlocks or insider participation disclosed .
Expertise & Qualifications
- Skills matrix indicates Stewart contributes across executive management, financial expertise, international experience, supply chain, governance, and sustainability domains .
- Brings extensive senior-level supply chain and operational leadership from leading industrial companies; governance and ESG insights from service on other public company boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 21,445 shares; <1% of class |
| Shares outstanding (record date) | 55,322,973 |
| Director stock awards held (as of Dec 28, 2024) | 2,705 (RSUs/phantom shares) |
| Options | None held by non-employee directors |
| Ownership guidelines | 5x annual cash retainer; must retain 100% of net shares until guideline met; Stewart exceeds target |
| Anti-hedging/pledging | Prohibited for directors and executives |
| Insider trading policy | Adopted; compliance emphasized |
| Section 16(a) compliance | Company reports all Reporting Persons complied in FY2024 except late filings for Baxter and Waldron; no issues noted for Stewart |
Governance Assessment
- Board effectiveness: Stewart chairs the Nominating & Governance Committee that oversees ESG and governance modernization (e.g., majority voting, resignation policy, declassification, removal of supermajority thresholds), supporting investor-friendly practices and independent oversight .
- Independence & engagement: Clear independence determination; strong meeting attendance; regular executive sessions; structured annual Board and committee evaluations including independent facilitation in 2024—indicative of robust governance process .
- Pay alignment and shareholder signals: Directors paid with a cash retainer plus time-based RSUs, with stringent ownership/retention rules enhancing alignment; 2024 Say-on-Pay support >95% signals investor confidence in compensation oversight .
- Conflicts/related-party exposure: Proxy discloses one related-person transaction (Broyles’ spouse employment) and none involving Stewart; Workday supplier relationship for another director reviewed and deemed immaterial; Related Person Transactions policy requires committee pre-approval and arm’s-length terms .
- Red flags: None identified for Stewart. Directors prohibited from hedging/pledging; no overboarding; no director options; director equity is fully vested RSUs but retention requirements mitigate short-termism risk .