Thomas Doerr Jr.
About Thomas Doerr Jr.
Thomas L. Doerr, Jr., age 50, serves as Executive Vice President, General Counsel and Secretary of Kontoor Brands (Wrangler and Lee), a role he has held since May 2022; most recent SEC signature reflects title “Executive Vice President, Chief Legal Officer & Secretary” as of Oct 24, 2025 . He holds a BBA from the University of St. Thomas and a JD from Marquette University Law School . Company performance in FY2024: revenues were $2,607,578k, adjusted gross margin 45.1%, reported diluted EPS $4.36 (adjusted EPS $4.89), operating cash flow $368M, TSR >40%, and adjusted ROIC 32% (up 550 bps YoY)—drivers for incentive payouts and pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Manitowoc Company, Inc. | EVP/SVP, General Counsel & Secretary | Nov 2017–May 2022 | Led legal, governance, and corporate secretary functions during portfolio and operational transitions |
| Jason Industries, Inc. | Vice President, General Counsel & Secretary | — | Led legal oversight, compliance, and corporate governance |
| The Manitowoc Company, Inc. | Associate General Counsel | — | Supported corporate legal matters and transactions |
| von Briesen & Roper, s.c. | Associate | — | Foundational legal practice experience |
External Roles
None disclosed .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | $313,923 | $544,250 | $561,375 |
| Base salary set (effective Apr 1) ($) | — | — | $565,500 |
| Target Bonus (% of salary) | — | — | 65% |
| Target Bonus ($) | — | — | $367,575 |
Notes: FY2024 base salary set at $565,500 effective April 1, 2024 . AIP target is 65% of salary; the FY2024 target dollar amount shown equals 65% of base .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 Design and Results
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout Basis |
|---|---|---|---|---|---|---|
| GAAP Revenue ($000s) | 20% | $2,375,000 | $2,607,000 | $2,775,000 | $2,607,578 | $2,610,315 |
| Gross Margin (%) | 40% | 43.2% | 44.2% | 44.7% | 45.1% | 45.1% |
| Operating Income ($000s) | 40% | $300,000 | $371,000 | $425,000 | $380,628 | $383,249 |
- Strategic Modifier: +20% (Project Jeanius +10%; Supply Chain +10%) with total AIP payout capped at 200%; overall FY2024 AIP payout factor was 169.5% .
- Doerr’s FY2024 AIP award: $623,040 at 169.5% of target .
Long-Term Incentives (LTI) – Structure and Thomas Doerr Jr. Grants
| Element | Design | Metric Weighting | Cycle/Terms | Doerr FY2024 Grant (Units/$) |
|---|---|---|---|---|
| PRSUs | 3-year performance shares; payout 0–200% with rTSR modifier ±25% (max 225%) | Adjusted EPS 60%, Revenue 40%; rTSR ±25% | FY2024–FY2026, cliff vest; rTSR vs defined peer set | 6,166 PRSUs target; grant date FV $407,449 (Perf $372,118; rTSR $35,331) |
| RSUs | Time-based, ratable vesting over 3 years; dividends accrue and pay on vest | — | Vests in 2025, 2026, 2027 | 4,111 RSUs; grant date FV $248,099 |
Historical PRSU payout (FY2022–FY2024 cycle): 56.3% of target (31.3% on financial goals + 25% rTSR at 94th percentile) . Doerr had 2022 sign-on/off-cycle PRSUs for the FY22–FY24 cycle that followed the same payout dynamics .
Equity Ownership & Alignment
Beneficial Ownership and Near-Term Vesting
| Holder | Shares Beneficially Owned | % of Class | RSUs/Options Vesting ≤60 Days |
|---|---|---|---|
| Thomas L. Doerr, Jr. | 22,986 | <1% | 13,947 RSUs; 0 options |
Ownership guideline: NEOs must hold Kontoor stock worth 3× salary; until met, retain 50% of post-tax vested shares. As of Dec 28, 2024, all current NEOs are in compliance with retention requirements and have either met or are making progress toward the guidelines .
Anti-hedging/pledging: Executives are prohibited from hedging and from holding or pledging Kontoor stock in margin accounts; derivative transactions are barred .
Outstanding Equity Awards at FY2024 Year-End (Doerr)
| Award Type | Grant Date | Unvested/Unearned Units | Market/Payout Value |
|---|---|---|---|
| RSUs | 7/15/22 | 1,754 | $149,423 |
| RSUs | 4/01/23 | 3,249 | $276,742 |
| RSUs | 4/01/24 | 4,193 | $357,210 |
| PRSUs (sign-on/off-cycle FY22–FY24) | 7/15/22 | 10,898 | $928,386 |
| PRSUs (FY23–FY25 assumed target) | 4/01/23 | 6,891 | $587,044 |
| PRSUs (FY24–FY26 assumed target) | 4/01/24 | 6,166 | $525,282 |
2024 vesting and exercises: Doerr had 24,495 shares vest in 2024 (value $1,570,264); no option exercises .
Employment Terms
- No employment agreements for executive officers .
- Change-in-Control Agreements: double-trigger severance; initial term two years with automatic 12-month extensions; severance formula equals 2.99× highest annual salary in year preceding termination plus highest annual cash incentive in prior three fiscal years (not less than target for year of termination), plus continued benefits and full acceleration/performance treatment for equity as specified .
- Doerr’s estimated payments upon termination following a change-in-control (as of Dec 28, 2024): Severance $3,553,733; bonus $623,040; unvested RSU/PRSU $2,825,309; benefits $98,288; total $7,100,370 .
- Termination without cause (pre-CIC): Pro-rata vesting for RSUs (after one year from grant) and PRSUs (pro-rated based on service and severance period) with no cash severance rights for NEOs. Doerr estimated RSU $321,009; PRSU $1,318,298; total $1,639,307 .
- Death or disability: Full vesting of RSUs (after one year from grant), options accelerate, PRSUs earned based on actual performance. Doerr estimated RSU $426,166; PRSU $2,041,934; total $2,468,100 .
- Clawback policy: Recovery of incentive-based compensation upon accounting restatement; committee may require forfeiture/return for misconduct materially detrimental to Kontoor .
Perquisites and benefits (FY2024):
- Annual physical $4,797 (incl. $2,197 tax gross-up); financial planning $21,023 (incl. $10,123 tax gross-up); 401(k) match $25,299; EDSP II match $31,717 .
- Deferred compensation (EDSP II): Executive contribution $52,721; company contribution $31,717; aggregate balance $201,095 .
Compensation Program Context
- AIP metrics emphasize GAAP revenue, gross margin, and operating income (weightings 20%/40%/40% in 2024) with strategic modifiers; FY2024 payout factor 169.5% .
- PRSU metrics focus on Adjusted EPS and revenue with rTSR modifier; FY2022–FY2024 payout at 56.3% of target driven by below-target financial performance partially offset by top-decile rTSR .
- Peer group used for benchmarking includes apparel/retail peers; July 2024 changes: removed G-III and Ralph Lauren; added Abercrombie & Fitch and American Eagle Outfitters .
- Say-on-Pay: >95% approval in 2024 .
- Governance: Independent compensation consultants CAP (through July 2024) and FW Cook (from Aug 2024); anti-hedging/pledging; double-trigger CIC; no excise tax gross-ups; no employment agreements; no option repricing without shareholder approval .
Multi-Year Compensation Summary (Thomas Doerr Jr.)
| Component ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | $313,923 | $544,250 | $561,375 |
| Bonus | $200,000 | — | — |
| Stock Awards (RSUs/PRSUs, grant date FV) | $1,848,140 | $601,171 | $655,548 |
| Non-Equity Incentive (AIP) | $299,715 | $296,186 | $623,040 |
| All Other Compensation | $31,718 | $64,565 | $84,228 |
| Total | $2,693,496 | $1,506,172 | $1,924,191 |
Investment Implications
- Pay-for-performance alignment: High FY2024 AIP payout (169.5%) reflects achievement on margin and operating income, suggesting near-term compensation sensitivity to profitability levers versus pure top-line growth . PRSUs’ below-target financial achievement offset by top-decile rTSR emphasizes market-relative value creation in LTI outcomes .
- Sell pressure/flow: Doerr had 24,495 shares vest in 2024 (no option exercises), with ongoing RSU vesting scheduled through 2027; retention requirements (50% of net shares until guideline met) and anti-pledging/hedging policies mitigate forced selling risk, but scheduled vest events can create modest supply cadence .
- Alignment and retention: Ownership guidelines (3× salary for NEOs) and double-trigger CIC protections (2.99× multiple) support retention and governance stability; Doerr’s CIC package totals ~$7.1M as of FY2024, indicating strong protection against change-in-control disruption .
- Governance and risk: Robust clawback and prohibition of hedging/pledging reduce misalignment and risk; absence of employment agreements lowers guaranteed commitments, with compensation flexibility preserved by the Talent & Compensation Committee .
Latest title referenced in SEC filing: “Executive Vice President, Chief Legal Officer & Secretary” (Oct 24, 2025), affirming senior legal leadership continuity and corporate secretary responsibilities relevant to governance and disclosure processes .