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CHECK THE APPROPRIATE BOX:
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☐ Preliminary Proxy Statement
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☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☑ Definitive Proxy Statement
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☐ Definitive Additional Materials
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☐ Soliciting Material under §240.14a-12
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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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☑ No fee required
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☐ Fee paid previously with preliminary materials
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Ronald L. Nelson
Chairman of the Board of Directors |
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Stephen B. Bratspies
Chief Executive Officer |
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2023 Proxy Statement
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1
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WHEN:
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WHERE:
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RECORD DATE:
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April 24, 2023
9:00 a.m., Eastern time |
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The Annual Meeting will be held
exclusively online at www.virtualshareholdermeeting.com/ HBI2023. |
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Stockholders of record at the close
of business on February 13, 2023 are entitled to notice of, and to vote at, the Annual Meeting. |
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PURPOSE:
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1.
to elect ten directors to serve on the Hanesbrands Board of Directors until Hanesbrands’ next annual meeting of stockholders and until their successors are duly elected and qualified;
2.
to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2023 fiscal year;
3.
to approve, on an advisory basis, named executive officer compensation as disclosed in this Proxy Statement;
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4.
to vote on a proposal to recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation;
5.
to vote on a proposal to approve the amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan as described in this Proxy Statement; and
6.
to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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HOW TO VOTE:
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Whether or not you plan to attend the meeting, we urge you to authorize a proxy to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you requested and received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided.
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BY TELEPHONE
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BY INTERNET
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BY MAIL
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In the U.S. or Canada, you can authorize a proxy to vote your shares toll-free by calling 1-800-690-6903.
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You can authorize a proxy to vote your shares online at www.proxyvote.com.
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You can authorize a proxy to vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
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2023 Proxy Statement
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2
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NOTICE OF THE 2023 ANNUAL MEETING OF
STOCKHOLDERS |
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| PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | | 37 | | |
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| PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | | | | 41 | | |
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PROPOSAL 4 — ADVISORY VOTE TO RECOMMEND
FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
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| PROPOSAL 5 — APPROVAL OF THE AMENDMENT OF THE HANESBRANDS INC. 2020 OMNIBUS INCENTIVE PLAN | | | | | 43 | | |
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Item 1.
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Election of Directors
The Board of Directors recommends a vote FOR the ten director nominees named below
See page 15 for further information about our director nominees
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Name
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Occupation
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Age
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Director
Since |
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Independent
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Other Public
Company Boards |
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Cheryl K. Beebe
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Former Executive Vice President and Chief Financial Officer of Ingredion Incorporated
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67
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2020
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YES
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2
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Stephen B. Bratspies
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Chief Executive Officer of Hanesbrands Inc.
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55
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2020
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NO
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Geralyn R. Breig
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Former Chief Executive Officer of AnytownUSA.com
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60
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2018
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YES
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Mark A. Irvin
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Executive Vice President and Chief Supply Chain Officer of Best Buy Co., Inc.
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60
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2023
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YES
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James C. Johnson
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Former General Counsel of Loop Capital Markets LLC
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70
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2006
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YES
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3
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Franck J. Moison
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Former Vice Chairman of the Colgate-Palmolive Company
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69
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2015
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YES
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2
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Robert F. Moran
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Chief Executive Officer of UNATION, Inc.
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72
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2013
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YES
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Ronald L. Nelson
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Former Chairman and Chief Executive Officer of Avis Budget Group, Inc.
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70
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2008
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YES
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2
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William S. Simon
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Former Executive Vice President of Walmart Stores, Inc. and former President and CEO of Walmart U.S.
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63
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2021
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YES
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1
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Ann E. Ziegler
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Former Chief Financial Officer of CDW Corporation
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64
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2008
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YES
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3
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2023 Proxy Statement
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4
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Cheryl K.
Beebe |
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Stephen B.
Bratspies |
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Geralyn R.
Breig |
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Mark A. Irvin
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James C.
Johnson |
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Franck J.
Moison |
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Robert F.
Moran |
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Ronald L.
Nelson |
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William S.
Simon |
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Ann E.
Ziegler |
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Total
Directors |
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Skills and Qualifications
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Chief Executive Officer Experience
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4/10
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Corporate Governance Experience
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9/10
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Risk Oversight/Management Experience
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10/10
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Financial Literacy
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10/10
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Industry Experience
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8/10
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International Business Experience
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9/10
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Chief Financial Officer Experience
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4/10
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Extensive Financial Expertise
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6/10
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Extensive Knowledge of the Company’s Business
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7/10
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Gender
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Women
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3/10
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Men
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7/10
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Race/Ethnicity
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African-American
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2/10
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White/Caucasian
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8/10
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2023 Proxy Statement
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5
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Item 2.
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm
The Board of Directors recommends a vote FOR this item
We are asking you to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for our 2023 fiscal year.
See page 37 for further information about our independent auditors
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Item 3.
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To approve, on an advisory basis, named executive officer compensation as disclosed in this Proxy Statement
The Board of Directors recommends a vote FOR this item
Hanesbrands’ stockholders have the opportunity to cast a non-binding, advisory “say on pay” vote on our named executive officer compensation, as disclosed in this Proxy Statement. We ask for your approval of the compensation of our named executive officers. Before considering this proposal, please read our Compensation Discussion and Analysis and the executive compensation tables and related narrative disclosure in this Proxy Statement, which explain our executive compensation programs and the Talent and Compensation Committee’s compensation decisions.
See page 41 for further information about our executive compensation program
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Item 4.
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To recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation
The Board of Directors recommends a vote in favor of holding future stockholder advisory votes on the compensation of Hanesbrands’ named executive officers EVERY YEAR
As discussed in Item 3, Hanesbrands gives its stockholders the opportunity to cast a non-binding advisory vote on the Company’s executive compensation. Hanesbrands’ stockholders also have the opportunity to cast a non-binding, advisory vote on whether the Company should hold future stockholder advisory votes on executive compensation every year, every two years or every three years.
See page 42 for further information about the frequency of future executive compensation advisory votes
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2023 Proxy Statement
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6
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Item 5.
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To approve the amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan as described in this Proxy Statement
The Board of Directors recommends a vote FOR this item
We are asking you to approve an amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan. If approved, the amended 2020 Omnibus Incentive Plan would make available, for compensatory awards, additional shares of common stock.
See page 43 for further information about the proposed amendment of the 2020 Omnibus Incentive Plan
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ISG Principle
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Hanesbrands Practice
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Principle 1
Boards are accountable to stockholders
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Annual Board and committee self-assessments
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Declassified Board – all Directors are elected annually
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Proxy access for Director nominees
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Individual Directors tender resignation if they fail to receive majority of votes cast
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No poison pill
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Disclosure of corporate governance and Board practices
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Principle 2
Stockholders should be entitled to voting rights in proportion to their economic interest
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One share, one vote
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No disparate voting rights
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Principle 3
Boards should be responsive to stockholders and be proactive in order to understand their perspectives
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Directors available for stockholder engagement
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Stockholder outreach process
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Disclose key actions taken in response to stockholder feedback, including stockholder votes on proposals at the annual meeting
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Principle 4
Boards should have a strong, independent leadership structure
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Annual review and determination of leadership structure
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Independent Chairman of the Board
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Principle 5
Boards should adopt structures and practices that enhance their effectiveness
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9 of 10 Director nominees are independent
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All Board committees fully independent
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Approximately 98% average attendance by incumbent Directors at Board and committee meetings in 2022
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Specified retirement age limits for Directors
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2023 Proxy Statement
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7
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ISG Principle
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Hanesbrands Practice
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Principle 6
Boards should develop management incentive structures that are aligned with the long-term strategy of the company
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Board oversees executive compensation programs to align with long-term strategy of the Company
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Combination of short- and long-term performance goals
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Executive and Director stock ownership program and equity holding requirements
•
Hedging and pledging of company stock is prohibited
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People
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Planet
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Product
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By 2030, improve the lives of at least 10 million people through health and wellness programs, diversity and inclusion initiatives, improved workplace quality and philanthropic efforts that improve local communities
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By 2030, reduce direct greenhouse gas emissions by 50% and indirect emissions by 30% to align with science-based targets, reduce water use by at least 25%, use 100% renewable electricity in Company-owned operations and bring landfill waste to zero
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By 2025, eliminate all single-use plastics and reduce packaging weight by at least 25%, while also moving to 100% recycled/biodegradable polyester and sustainable cotton
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2023 Proxy Statement
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8
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2025-2030 Goals
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PEOPLE
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Long-Term
Goal |
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Timing
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Long-Term
Goal |
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Timing
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Long-Term
Goal |
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Timing
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POC Sr. Manager & Above
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| | | | 25% | | | | | | 2025 | | | |
Reduce Scope 1 & 2 GHG
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| | | | 50% | | | | | | 2030 | | | |
Recycle biode-gradeable polyester
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| | | | 100% | | | | | | 2025 | | |
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Female Sr. Manager &
Above |
| | | | 50% | | | | | | 2025 | | | |
Reduce Scope 3 GHG
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| | | | 30% | | | | | | 2030 | | | |
Sustainable cotton
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| | | | 100% | | | | | | 2025 | | |
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Reduce energy use
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| | | | 25% | | | | | | 2030 | | | |
Reduce packaging weight
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| | | | 25% | | | | | | 2025 | | |
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Renewal electricity
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| | | | 100% | | | | | | 2030 | | | |
Eliminate single use plastic
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| | | | 100% | | | | | | 2025 | | |
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2022 Key Accomplishments
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Met or exceeded most of our 2022 sustainability milestones
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Received A- score in CDP Climate Change Report and Water Security Report
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Awarded 13th consecutive Energy Star Sustained Excellence/Partner of the Year Award
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Named one of the World’s Most Ethical Companies by Ethisphere for a second straight year
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Implemented solar projects in Thailand, Honduras and Dominican Republic
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$8M total sustainability 2022 savings
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2023 Outlook
•
Continue to focus on philanthropic efforts in the themes of comfort, inclusion and health
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Focus on our Scope 3 greenhouse gas inventory and reduction of Scope 3 impacts
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Continue to focus on packaging and waste reduction
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Drive consumer and other stakeholder awareness of our progress on our sustainability initiatives
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2023 Proxy Statement
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9
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grow global Champion
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re-ignite innerwear growth
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drive consumer-centricity
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focus the portfolio
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2023 Proxy Statement
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10
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Reward Financial and Operational Performance
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Place a Significant Portion of Compensation at Risk Based on Achievement of Performance Goals
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Align the Interests of NEOs with those of our Stockholders
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Attract, Retain and Incentivize Highly Skilled and Performance-Oriented Talent
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Compensation Element
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Key Features
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Objectives
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Base Salary
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Fixed compensation component
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Reflects the individual responsibilities, performance and experience of each NEO
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Provides a foundation of cash compensation for the fulfilment of fundamental job responsibilities
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Annual Incentive Plan (“AIP”) Awards
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Performance-based cash compensation
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Payout determined based on Company performance against pre-established targets
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Motivates performance by linking compensation to the achievement of key annual objectives
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Long-Term Incentive Program (“LTIP”) Awards
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Performance-based and at-risk, time-vested compensation
•
Performance Share Awards (“PSAs”) (50% of LTIP opportunity)
•
Vesting on the third anniversary of the grant date
•
Number of shares received ranges from 0% to 200% of the number of units granted based on fiscal 2022-2024 Company performance against pre-established targets
•
Restricted Stock Unit Awards (“RSUs”) (50% of LTIP opportunity)
•
Ratable vesting over a three-year service period
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Encourages behavior that enhances the long-term growth, profitability and financial success of the Company, aligns executives’ interests with our stockholders and supports retention objectives
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2023 Proxy Statement
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11
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2023 Proxy Statement
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12
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2023 Proxy Statement
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13
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Our Board of Directors unanimously recommends a vote FOR election of these ten nominees.
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2023 Proxy Statement
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15
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Cheryl K. Beebe
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Age: 67
Director Since: 2020 Committee Membership: Audit
Independent Director
Audit Committee Financial Expert
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Experience
•
Executive Vice President and Chief Financial Officer, Ingredion Incorporated (formerly Corn Products International, Inc.) (2004 to 2014); Vice President, Finance (2002-2004); Vice President (1999-2004); Treasurer (1997-2004)
Other Public Company Boards
•
The Mosaic Company (2019 to current)
•
Packaging Corporation of America (2008 to current)
•
Convergys Corporation (2015 to 2018)
Other
•
Board of Trustees, Goldman Sachs Asset Management GSTII Funds
•
Member, Board of Trustees, Fairleigh Dickinson University
Education
•
M.B.A, Fairleigh Dickinson University
•
B.A., Rutgers University
Reason for Nomination: Ms. Beebe has strong financial acumen acquired in a long career of senior financial leadership positions at larger corporate organizations. Her strong understanding of financial matters including the oversight, analysis and preparation of financial statements enables her to provide valuable insight and contributions as a member of the Audit Committee. Ms. Beebe also possesses extensive experience in corporate risk management, international business, and corporate governance, which allows her to assist the Board of Directors with its risk oversight function.
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2023 Proxy Statement
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16
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Stephen B. Bratspies
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Age: 55
Director Since: 2020 Committee Membership: None |
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Experience
•
Chief Executive Officer, Hanesbrands, Inc. (2020 to current)
•
Chief Merchandising Officer, Walmart, Inc. (2015 to 2020); Executive Vice President, Food (2014 to 2015); Executive Vice President, General Merchandise (2013 to 2014); Various Executive Positions (2005 to 2013)
•
Chief Marketing Officer, Specialty Brands (2003 to 2005)
•
Various Executive Positions, PepsiCo, Inc.’s Frito-Lay, North America Division (1996 to 2003)
•
Management Consultant, A.T. Kearney (1994 to 1996)
Education
•
M.B.A., The Wharton School of Business, the University of Pennsylvania
•
B.A., Franklin & Marshall College
Reason for Nomination: Mr. Bratspies has extensive experience and knowledge with Hanesbrands, including its business and strategic objectives and goals. Leveraging his multiple senior leadership positions in the industry, Mr. Bratspies brings collective experience in corporate risk management, financial management, marketing, and consumer products, and a key understanding of large publicly traded company business issues.
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2023 Proxy Statement
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17
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Geralyn R. Breig
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Age: 60
Director Since: 2018 Committee Membership: Audit, Governance and Nominating
Independent Director
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Experience
•
Principal, Twin Bridges Consulting Group (2021 to current)
•
Chief Executive Officer, AnytownUSA.com (2016 to 2021)
•
President, Clarks (C&J Clark Ltd), Americas Region (2014 to 2016)
•
President, Avon North America (division of Avon Products Inc.) (2008 to 2011); Senior Vice President and Brand President, Avon Global Marketing Business Unit (2005 to 2008)
•
President, Godiva Chocolatier International (2002 to 2005)
•
Various Executive Positions, Campbell Soup Company (1995 to 2002)
•
Various Leadership Positions, Kraft Foods, Inc. (1986 to 1995)
•
Various Leadership Positions, The Procter & Gamble Company, Inc. (1984 to 1986)
Other Public Company Boards
•
1800flowers.com (2012 to 2022)
Other
•
Welch Foods Inc (2013 to 2022)
Education
•
B.S., The Wharton School of Business, the University of Pennsylvania
Reason for Nomination: Ms. Breig has served in various senior leadership positions in a wide variety of international retailers and consumer product manufacturers, including some of the largest such companies in the world. Her experience in both the consumer manufacturing and retailing industries is a strong fit for the Company’s business and primary customer base. Through her senior executive positions and prior public company board service, Ms. Breig has developed expertise in digital marketing strategy, corporate risk management, financial management, and corporate governance, which contribute to the shared knowledge and expertise of our Board of Directors in these functions.
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2023 Proxy Statement
|
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18
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Mark A. Irvin
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| ||||||
|
Age: 60
Director Since: 2023 Committee Membership: Governance and Nominating
Independent Director
|
| |
Experience
•
Executive Vice President and Chief Supply Chain Officer, Best Buy Co. Inc. (2022 to current); Chief Inclusion, Diversity and Talent Officer (2020 to 2022); Various Executive Supply Chain Positions (2013 to 2020)
•
Distribution Leadership Positions, Target Corporation (2003 to 2013)
•
Served in the U.S. Army as Lieutenant/Captain (1984 to 1992)
Other
•
Director, Best Buy Foundation
•
Director, Black Men Teach
•
National Retail Federation (NRF) Foundation Board
Education
•
M.B.A., Franklin University
•
B.A., Fisk University
Reason for Nomination: Mr. Irvin has served in various leadership positions with large, omnichannel retailers, which allows him to provide deep insight into this critical component of our customer base. With expertise developed through his senior executive positions with some of the nation’s largest retails, Mr. Irvin contributes to the Board of Directors’ collective proficiency in the areas of supply chain procurement, logistics, transportation, and distribution, all critical elements of the Company’s business. Mr. Irvin also brings to the Board of Directors extensive experience in the areas of human capital management, inclusion and diversity, and corporate governance, key areas of focus relating to our employee base and executive leadership.
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2023 Proxy Statement
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19
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James C. Johnson
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| ||||||
|
Age: 70
Director Since: 2006 Committee Membership: Governance and Nominating (Chair)
Independent Director
|
| |
Experience
•
General Counsel, Loop Capital Markets LLC (2010 to 2014)
•
Vice President and Assistant General Counsel, Boeing Commercial Airplanes, The Boeing Company (2007 to 2009); Vice President, Corporate Secretary and Assistant General Counsel, The Boeing Company (1999 to 2007)
•
Corporate Secretary and Assistant General Counsel, Northrop Grumman Corporation (1988 to 1998)
•
Staff Attorney, The U.S. Securities and Exchange Commission, Los Angeles Regional Office (1978 to 1980)
Other Public Company Boards
•
Energizer Holdings, Inc. (2015 to current)
•
Edgewell Personal Care Company (2013 to current)
•
Ameren Corporation (2005 to current)
Other
•
Member, Board of Advisors, University of Pennsylvania, College of Arts and Sciences
•
Chairman, External Advisory Board, University of Pennsylvania, College of Arts and Sciences
Education
•
J.D., University of Pennsylvania
•
B.A., University of Pennsylvania
•
Certificate of Cybersecurity Oversight, NACD
Reason for Nomination: Mr. Johnson has served in senior executive positions in the legal departments of some of the nation’s most prominent corporations. Through these roles and his extensive public company board service, he has developed intense experience and qualifications in the areas of corporate risk management, staff and legal affairs, executive compensation, and corporate governance policies and programs, which enable him to serve effectively as Chair of the Governance and Nominating Committee.
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2023 Proxy Statement
|
| |
20
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Franck J. Moison
|
| ||||||
|
Age: 69
Director Since: 2015 Committee Membership: Audit, Compensation
Independent Director
|
| |
Experience
•
Vice Chairman, Colgate-Palmolive Company (2016 to 2018); Chief Operating Officer, Emerging Markets & Business Development (2010 to 2016); President, Global Marketing, Supply Chain & R&D (2007 to 2010); President, Western Europe, Central Europe and South Pacific (2005-2007); Various Executive Positions since 1978
Other Public Company Boards
•
SES imagotag, a French public company (2020 to current)
•
United Parcel Service, Inc. (2017 to current)
Other
•
Chairman, International Advisory Board, EDHEC Business School (Paris, London, Singapore)
•
Member, International Board, McDonough School of Business, Georgetown University
Education
•
Masters in Marketing, EDHEC Business School in France
•
M.B.A., University of Michigan
•
Executive M.B.A. Program, Stanford University
Reason for Nomination: Mr. Moison’s 40-year career at Colgate-Palmolive, one of the nation’s leading consumer products companies, including many senior executive leadership positions, enabled him to develop extensive experience in the industry in which the Company operates. His expertise in the areas of global business operations and supply chain management contribute to the Board of Director’s oversight of these critical areas of the Company’s operations. His executive experience and service as a director of other international public companies contributes to the Board of Director’s perspectives on areas of corporate governance, financial management and risk management.
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2023 Proxy Statement
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21
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Robert F. Moran
|
| ||||||
|
Age: 72
Director Since: 2013 Committee Membership: Audit (Chair)
Independent Director
Audit Committee Financial Expert
|
| |
Experience
•
Chief Executive Officer, UNATION, Inc. (2021 to current)
•
Chairman, GNC Holdings, Inc. (2017 to 2018); Interim Chief Executive Officer (2016 to 2017)
•
Chairman of the Board, PetSmart, Inc. (2012 to 2013); Chief Executive Officer (2009 to 2013); President, North American Stores (1999 to 2001); Chief Operating Officer (2001 to 2009)
•
President, Toys “R” Us (Canada) Ltd. (1998 to 1999)
Other Public Company Boards
•
GNC Holdings, Inc. (2013 to 2019)
•
Payless, Inc. (2005 to 2012)
Other
•
UNATION, Inc. (2021 to current)
•
The Fressnapf Group (2013 to present)
•
US Track & Field Foundation
Education
•
B.S., Villanova University
Reason for Nomination: Mr. Moran’s career as a senior executive at a variety of large consumer product and retail companies allows him to contribute his knowledge and experience to those elements of the Company’s business. Mr. Moran’s service as chief executive officer and chairman of a number of these corporations provides him with deep senior level experience that he can share with the Company’s senior management team and Board of Directors across the full range of operational, management and governance issues that the Company may face. His expertise in corporate risk management and oversight as well as financial management enable him to serve effectively as Chair of the Audit Committee.
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2023 Proxy Statement
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22
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Ronald L. Nelson
|
| ||||||
|
Age: 70
Director Since: 2008 Committee Membership: Compensation, Governance and Nominating
Chairman of the Board
|
| |
Experience
•
Executive Chairman, Avis Budget Group, Inc. (2016 to 2018)
•
Chairman and Chief Executive Officer, Avis Budget Group (2006 to 2015); Director, Cendant Corporation (the predecessor of Avis Budget Group) (2003 to 2006); Chief Financial Officer (2003 to 2006); Chairman and Chief Executive Officer, Cendant Corporation’s Vehicle Rental Business (2006); President (2004 to 2006); Interim Chief Executive Officer, Cendant Corporation’s Travel Distribution Division (2005 to 2006)
•
Co-Chief Operating Officer, DreamWorks SKG. (1994 to 2003)
•
Executive Vice President and Chief Financial Officer, Paramount Communications, Inc. (1987 to 1994)
Other Public Company Boards
•
Paramount Global (formerly ViacomCBS, Inc. (2019 to current)
•
Wyndham Hotels & Resorts, Inc. (2019 to current)
•
Viacom, Inc. (2016 to 2019)
•
Convergys Corporation (2008 to 2016)
Education
•
M.B.A., University of California, Los Angeles
•
B.A., University of California, Berkeley
Reason for Nomination: Mr. Nelson’s long career as a senior executive at a variety of consumer-facing international public companies positions him to be an effective leader of the Board of Directors as Chairman and to oversee the Board’s functions and interactions with senior management. He also contributes significant expertise in financial management, corporate risk management, strategic transactions, financial analysis, and preparation of financial statements, all critical elements of the Company’s strategic planning and risk management functions.
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| |
2023 Proxy Statement
|
| |
23
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|
|
William S. Simon
|
| ||||||
|
Age: 63
Director Since: 2021 Committee Membership: Audit
Independent Director
|
| |
Experience
•
Senior Advisor, K.K.R. & Co (2014 to current)
•
President, WSS Venture Holdings LLC (2014 to current)
•
Executive Vice President, Wal-Mart Stores, Inc. (2006 to 2014); President and CEO, Walmart US (2010 to 2014); Executive Vice President and COO (2007 to 2010); Executive Vice President, Professional Services and New Business Development (2006 to 2007)
•
Various executive positions, Brinker International, Diageo North America, Inc., and Cadbury Schweppes plc. (1990 to 2006)
Other Public Company Boards
•
Darden Restaurants, Inc. (2012 to 2014, 2014 to current)
•
Equity Distribution Acquisition Corp. (2020 to 2022)
•
GameStop Corp. (2020 to 2021)
•
Academy Sports and Outdoors, Inc. (2020 to 2021)
•
Anixter International, Inc. (2019 to 2020)
•
Chico’s FAS, Inc. (2016 to 2021)
Other
•
Secretary of the Florida Department of Management Services (2003-2005)
•
U.S. Navy and Naval Reserves (1980-2005)
Education
•
M.B.A., University of Connecticut
•
B.A., University of Connecticut
Reason for Nomination: Mr. Simon has held senior executive leadership positions with a variety of large, global direct-to-consumer retailers and consumer goods companies, which allows him to contribute to the oversight of the Company’s business and to advise senior management on key elements of the Company’s operations. Mr. Simon’s extensive senior leadership skills and deep experience as a public company director at other consumer-facing companies position him to contribute in the areas of strategic planning, financial management, corporate risk management and corporate governance.
|
|
|
|
| |
2023 Proxy Statement
|
| |
24
|
|
|
Ann E. Ziegler
|
| ||||||
|
Age: 64
Director Since: 2008 Committee Membership: Compensation (Chair)
Independent Director
|
| |
Experience
•
Senior Vice President, Chief Financial Officer and member of Executive Committee, CDW Corporation (2008 to 2017)
•
Senior Vice President, Administration and Chief Financial Officer, Sara Lee Food and Beverage (2005 to 2008); Chief Financial Officer, Sara Lee Bakery Group (2003 to 2005); Senior Vice President, Corporate Development, Sara Lee Food and Beverage (2000 to 2003)
Other Public Company Boards
•
Reynolds Consumer Products Inc. (2020 to current)
•
US Foods Holding Corp. (2017 to current)
•
Wolters Kluwer N.V., a Dutch public company (2017 to current)
•
Groupon Inc. (2014 to 2020)
Education
•
B.A., William & Mary
•
J.D., University of Chicago Law School
Reason for Nomination: Ms. Ziegler has held senior financial and other leadership positions with a variety of large, global consumer-focused companies, enabling her to bring deep insights into many elements of the Company’s core business. She has considerable public company board experience and strong understanding of oversight and preparation of financial statements. Her extensive executive skills include corporate risk management, strategic transactions, financial management and analysis, international business and executive compensation, the last of which enables her to serve effectively as Chair of the Compensation Committee.
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| |
2023 Proxy Statement
|
| |
25
|
|
|
•
personal and professional ethics and integrity
•
diversity among the existing Board members, including race, ethnicity, and gender
•
specific business experience and competence, including experience and understanding of business issues applicable to large publicly traded companies and whether the candidate has served in policy-making roles in business, government, education, or other areas that are relevant to our global activities
•
financial acumen, including whether the candidate, through education or experience, understands financial matters and the preparation and analysis of financial statements
•
the ability to represent our stockholders as a whole
•
professional and personal accomplishments, including involvement in civic and charitable activities
•
experience with enterprise level risk management
•
relevant education
•
a willingness to devote sufficient time to fulfil his or her duties and responsibilities effectively and is committed to service on the Board of Directors
|
|
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| |
2023 Proxy Statement
|
| |
26
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| |
2023 Proxy Statement
|
| |
27
|
|
|
The Board as a whole is ultimately responsible for the oversight of our risk management function. The Board uses its committees to assist in its risk oversight function as follows:
|
|
|
The Audit Committee
Primary responsibility for oversight of risk assessment and risk management, including risks, opportunities and disclosure obligations related to environmental, sustainability, cybersecurity and other technology issues.
Management of Hanesbrands prepares, and the Audit Committee reviews and discusses, an annual assessment of our risks on an enterprise-wide basis. We conduct a rigorous enterprise risk management program that is updated annually and is designed to bring to the Audit Committee’s attention our most material risks for evaluation, including strategic, operational, financial, sustainability, cybersecurity, legal and regulatory risks.
As part of our enterprise risk management program, we have begun and will continue to evaluate the actual and potential impacts of climate-related risks and opportunities on the Company’s business, strategy, and financial planning in accordance with the frameworks developed by the Taskforce on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) frameworks.
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|
|
The Talent and Compensation Committee
Primary responsibility for the oversight of risks associated with our compensation practices and policies, including risks, opportunities and disclosure obligations related to the Company’s culture, talent, recruitment, retention and employee engagement programs.
|
|
|
The Governance and Nominating Committee
Primary responsibility for the oversight of Board processes and corporate governance related risks. Leads in coordinating the Board’s governance and oversight of ESG risks, opportunities and disclosure obligations.
|
|
|
Our Board of Directors maintains oversight responsibility for the work of its various committees by receiving regular reports from the committee Chairs. In addition, Board discussions about the Company’s strategic plan, consolidated business results, capital structure, acquisition- or disposition-related activities and other business include consideration of the risks associated with the particular activity under consideration.
The Board regularly reviews our cybersecurity and other technology risks, controls and procedures. The Board receives reports from our Chief Executive Officer and Chief Information Officer at least twice annually regarding our adherence to the National Institute of Standards and Technology (NIST) cybersecurity framework, as well as our plans to mitigate cybersecurity risks and to respond to any data breaches. Our cybersecurity program is regularly audited by independent third parties against the NIST cybersecurity framework, and we incorporate regular information security training as part of our employee education and development program. In addition, we maintain cybersecurity insurance as part of our comprehensive insurance portfolio.
The Board also regularly receives reports from our Chief Executive Officer and Chief Sustainability Officer with respect to our climate-related risks, sustainability initiatives and progress toward our long-term sustainability goals.
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|
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|
| |
2023 Proxy Statement
|
| |
28
|
|
|
•
Chairman of the Board: Ronald L. Nelson
•
Chief Executive Officer: Stephen B. Bratspies
•
Fully independent Audit, Compensation and Governance and Nominating Committees
|
|
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|
| |
2023 Proxy Statement
|
| |
29
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|
|
•
presides at all meetings of the Board
•
advises the Corporate Secretary regarding the agendas for meetings of the Board of Directors
•
calls meetings of non-management and/or independent directors, with appropriate notice
•
advises the Board on the retention of advisors and consultants who report directly to the Board of Directors
•
advises the Chief Executive Officer, as appropriate, on issues discussed at executive sessions of non-management and/or independent directors
•
reviews with the Chief Executive Officer together with Talent and Compensation Committee Chairman the non-management directors’ annual evaluation of his performance
•
serves as principal liaison between the non-management and/or independent directors, as a group, and the Chief Executive Officer, as necessary
•
serves as principal liaison between the Board of Directors and our stockholders, as appropriate, after consultation with the Chief Executive Officer
•
selects an interim chair or lead independent director to preside over meetings at which he cannot be present
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|
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|
| |
2023 Proxy Statement
|
| |
30
|
|
|
AUDIT COMMITTEE
|
| |||
|
Members during 2022:
Robert F. Moran, Chair
Cheryl K. Beebe
Geralyn R. Breig
Franck J. Moison
William S. Simon
Members as of April 24, 2023,
if elected at the Annual Meeting: Robert F. Moran, Chair Cheryl K. Beebe Geralyn R. Breig Franck J. Moison |
| |
The Audit Committee is responsible for assisting the Board of Directors in fulfilling its oversight of:
•
the integrity of our financial statements, financial reporting process and systems of internal accounting and financial controls
•
our compliance with legal and regulatory requirements
•
the independent auditors’ qualifications and independence
•
the performance of our internal audit function and independent auditor
•
the aspects of our ESG strategy designed to address risks and strategies related to environmental and sustainability initiatives
As part of these responsibilities, the Audit Committee:
•
appoints, retains and oversees the Company’s independent auditor, subject to stockholder ratification
•
preapproves all audit and non-audit engagements and related fees and terms with the Company’s independent auditor
•
oversees and reviews the performance of the Company’s internal audit function, which includes periodic meeting in executive session with the head of the Company’s internal audit function
•
reviews and discusses management’s evaluation of the adequacy of disclosure controls and procedures and internal control over financial reporting
•
reviews with the independent auditor and management all major accounting policy matters involved in the preparation of interim and annual financial reports with corporate management and any deviations from prior practice
•
reviews and discusses the Company’s annual audited financial statements and quarterly financial statements with management and the Company’s independent registered public accounting firm
•
annually recommends, based on the reviews performed by the Audit Committee, that the Board include the annual financial statements in the annual report on Form 10-K
•
reports to the Board any issues that arise with respect to the quality or integrity of the Company’s publicly reported financial statements and the Company’s compliance with legal or regulatory requirements
The Audit Committee is also responsible for discussing risk assessment and risk management policies, including significant financial risk exposures and risks, opportunities and disclosure obligations related to environmental and sustainability issues, as well as cybersecurity and other technology risks. In connection with this oversight responsibility, the Audit Committee discusses and reviews the steps management has taken to monitor, control and report such exposures.
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|
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|
| |
2023 Proxy Statement
|
| |
31
|
|
|
TALENT AND COMPENSATION COMMITTEE
|
| |||
|
Members during 2022:
Ann E. Ziegler, Chair
Ronald L. Nelson
Franck J. Moison
Bobby J. Griffin*
Members as of April 24, 2023,
if elected at the Annual Meeting: Ann E. Ziegler, Chair Franck J. Moison Ronald L. Nelson William S. Simon |
| |
The Talent and Compensation Committee is responsible for assisting the Board of Directors in discharging its responsibilities relating to the compensation of our executive officers and the Chief Executive Officer performance evaluation process. The Talent and Compensation Committee prepares a report on executive compensation that is included in our Proxy Statement relating to our Annual Meeting of Stockholders. This report is provided under “Talent and Compensation Committee Report” on page 53.
The Talent and Compensation Committee is also responsible for:
•
reviewing and approving the total compensation philosophy covering our executive officers and other key executives and periodically reviewing an analysis of the competitiveness of our total compensation practices in relation to those of our peer group
•
with respect to our executive officers other than the Chief Executive Officer, reviewing and approving base salaries, target annual incentive award opportunities, the applicable standards of performance to be used in incentive compensation plans and the grant of equity incentives
•
recommending changes in non-employee director compensation to the Board of Directors
•
reviewing proposed stock incentive plans, other long-term incentive plans, stock purchase plans and other similar plans, and all proposed changes to such plans
•
oversight of diversity, equity and inclusion, talent development, labor management supply chain labor standards, and health and safety
•
reviewing the results of any stockholder advisory votes regarding our executive compensation and recommending to the Board how to respond to such votes
•
recommending to the Board whether to have an annual, biennial or triennial advisory stockholder vote regarding executive compensation
The Chief Executive Officer’s compensation is approved by the independent members of the Board of Directors, upon the Talent and Compensation Committee’s recommendation.
For information regarding the ability of the Talent and Compensation Committee to delegate its authority, and the role of our executive officers and the Talent and Compensation Committee’s compensation consultant in determining or recommending the amount or form of executive and director compensation, see the Compensation Discussion and Analysis that begins on page 54.
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|
| |
2023 Proxy Statement
|
| |
32
|
|
|
GOVERNANCE AND NOMINATING COMMITTEE
|
| |||
|
Members during 2022:
James C. Johnson, Chair
Ronald L. Nelson
Geralyn R. Breig
Bobby J. Griffin*
Members as of April 24, 2023,
if elected at the Annual Meeting: James C. Johnson, Chair Geralyn R. Breig Mark A. Irvin William S. Simon |
| |
The Governance and Nominating Committee is responsible for:
•
identifying individuals qualified to serve on the Board of Directors, consistent with criteria approved by the Board of Directors
•
recommending that the Board of Directors select a slate of director nominees for election by our stockholders at our annual meeting of stockholders, in accordance with our charter and bylaws and with Maryland law
•
recommending candidates to the Board of Directors to fill vacancies on the Board or on any committee of the Board in accordance with our charter and bylaws and with Maryland law
•
evaluating and recommending to the Board of Directors a set of corporate governance policies and guidelines to be applicable to the Company
•
re-evaluating periodically such policies and guidelines for the purpose of suggesting amendments to them as appropriate
•
overseeing and reviewing the Company’s ESG activities and programs, and reviewing our public ESG disclosures and communications
•
overseeing annual Board and committee self-evaluations in accordance with NYSE listing standards
In addition, the Governance and Nominating Committee receives an annual report on the Company’s sustainability and Global Ethics and Compliance programs, which includes information on our progress towards achieving our long-term sustainability goals.
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| |
2023 Proxy Statement
|
| |
33
|
|
|
•
annual cash retainer of $110,000
•
annual equity retainer of $155,000
•
annual cash retainer of $25,000 for the chair of the Audit Committee (Mr. Moran), $25,000 for the chair of the Talent and Compensation Committee (Ms. Ziegler) and $25,000 for the chair of the Governance and Nominating Committee (Mr. Johnson)
|
|
|
•
annual cash retainer of $5,000 for each member of the Audit Committee other than the chair (Ms. Beebe, Ms. Breig, Mr. Moison and Mr. Simon)
•
annual cash retainer of $2,500 for each member of the Talent and Compensation Committee other than the chair (Mr. Griffin, Mr. Moison and Mr. Nelson)
•
annual cash retainer of $2,500 for each member of the Governance and Nominating Committee other than the chair (Ms. Breig, Mr. Griffin and Mr. Nelson)
•
annual cash retainer of $175,000 for the independent Chairman of the Board (Mr. Nelson)
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash ($)(1)(2) |
| |
Stock Awards
($)(2)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
|
|
Ronald L. Nelson
|
| |
$290,000
|
| |
$154,999
|
| |
$—
|
| |
$444,999
|
|
|
James C. Johnson
|
| |
135,000
|
| |
154,999
|
| |
—
|
| |
289,999
|
|
|
Robert F. Moran
|
| |
135,000
|
| |
154,999
|
| |
—
|
| |
289,999
|
|
|
Ann E. Ziegler
|
| |
135,000
|
| |
154,999
|
| |
—
|
| |
289,999
|
|
|
Geralyn R. Breig
|
| |
117,500
|
| |
154,999
|
| |
—
|
| |
272,499
|
|
|
Franck J. Moison
|
| |
117,500
|
| |
154,999
|
| |
—
|
| |
272,499
|
|
|
Cheryl K. Beebe
|
| |
115,000
|
| |
154,999
|
| |
—
|
| |
269,999
|
|
|
Bobby J. Griffin(4)
|
| |
115,000
|
| |
154,999
|
| |
—
|
| |
269,999
|
|
|
William S. Simon
|
| |
115,000
|
| |
154,999
|
| |
—
|
| |
269,999
|
|
|
|
| |
2023 Proxy Statement
|
| |
34
|
|
|
|
| |
2023 Proxy Statement
|
| |
35
|
|
|
•
the business purpose of the transaction
•
whether the transaction is entered into on an arm’s-length basis on terms fair to us
•
whether such a transaction would violate any provisions of our Global Code of Conduct
|
|
|
|
| |
2023 Proxy Statement
|
| |
36
|
|
|
•
close alignment of PricewaterhouseCoopers’ global footprint and resources with our geographies and worldwide business activities
•
robust independence controls and objectivity
•
length of service of PricewaterhouseCoopers
•
PricewaterhouseCoopers’ high audit quality, performance, and results
•
benefits of longer-tenured auditor
•
positive reputation of PricewaterhouseCoopers
•
PricewaterhouseCoopers’ deep institutional company-industry knowledge, experience, and expertise
•
non-audit service projects performed by other multinational public accounting and auditing firms
|
|
|
|
| |
Our Board of Directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for our 2023 fiscal year.
|
|
|
|
| |
2023 Proxy Statement
|
| |
37
|
|
|
•
the integrity of the Company’s financial statements, financial reporting process and systems and internal control over financial reporting
•
the Company’s compliance with legal and regulatory requirements
•
the independent auditor’s qualifications and independence
•
the performance of the Company’s internal audit function and independent auditor
|
|
|
•
reviewed and discussed with management and PricewaterhouseCoopers the 2022 Financial Statements and audit of internal control over financial reporting
•
discussed with PricewaterhouseCoopers the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board
•
received the written disclosures and the letter from PricewaterhouseCoopers required by standards of the Public Company Accounting Oversight Board regarding their communications with the Audit Committee concerning independence and discussed with PricewaterhouseCoopers their independence from Hanesbrands
•
met with the senior members of the Company’s financial management team at each regularly scheduled meeting
•
reviewed and discussed with management and PricewaterhouseCoopers the Company’s annual and quarterly reports on Form 10-K and Form 10-Q prior to filing with the SEC
•
received periodic updates from management regarding management’s process to assess the adequacy of the Company’s internal control over financial reporting and management’s assessment of the effectiveness of the Company’s internal control over financial reporting
|
|
|
|
| |
2023 Proxy Statement
|
| |
38
|
|
|
•
reviewed and discussed with management, the internal auditors and PricewaterhouseCoopers, as appropriate, the plans for, and the scope of, the Company’s annual audit and other examinations
•
met in periodic executive sessions with certain members of management, the internal auditors and PricewaterhouseCoopers to discuss the results of their examinations, their assessments of the Company’s internal control over financial reporting and the overall integrity of the Company’s financial statements
•
reviewed and discussed with management the Company’s major financial risk exposures, the steps management has taken to monitor and control these exposures and the Company’s enterprise risk management activities generally
•
reviewed and discussed with management the overall adequacy and effectiveness of the Company’s policies with respect to risk assessment and risk management, including significant financial risk exposures and the steps management has taken to monitor, control and report such exposures
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Robert F. Moran, Chair
|
| |
Cheryl K. Beebe
|
| |
Geralyn R. Breig
|
| |
Franck J. Moison
|
| |
William S. Simon
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| | | |
Fiscal Year Ended
December 31, 2022 |
| |
Fiscal Year Ended
January 1, 2022 |
| ||||||
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Audit fees
|
| | | $ | 5,728,496 | | | | | $ | 6,691,488 | | |
|
Audit-related fees
|
| | | | 121,288 | | | | | | 45,474 | | |
|
Tax fees
|
| | | | 111,766 | | | | | | 197,725 | | |
|
All other fees
|
| | | | 2,900 | | | | | | 2,900 | | |
|
Total fees
|
| | | $ | 5,964,450 | | | | | $ | 6,937,588 | | |
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2023 Proxy Statement
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•
focused on aligning senior management and stockholder interests in a simple, quantifiable, and unifying manner
•
necessary to attract, retain and motivate the executive team to support the attainment of our business strategy and operating imperatives
•
competitive in comparison to our peer group companies
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| |
Our Board of Directors unanimously recommends a vote FOR approval, on an advisory basis, of the compensation of Hanesbrands’ NEOs.
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2023 Proxy Statement
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Our Board of Directors unanimously recommends a vote for holding future stockholder advisory votes on executive compensation EVERY YEAR.
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2023 Proxy Statement
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Name and Position / Group
|
| |
Number of
Shares of Stock Subject to RSUs |
| |
Number of
Shares of Stock Subject to Stock Options |
| |
Number of
Shares of Stock Subject to Performance Shares Awards |
| |||||||||
|
Named Executive Officers:
|
| | | | | | | | | | | | | | | | | | |
|
Stephen B. Bratspies, Chief Executive Officer
|
| | | | 934,423 | | | | | | — | | | | | | 1,088,704 | | |
|
Michael P. Dastugue, Chief Financial Officer
|
| | | | 85,185 | | | | | | — | | | | | | 108,983 | | |
|
Joseph W. Cavaliere, President, Innerwear – Global
|
| | | | 232,910 | | | | | | — | | | | | | 267,647 | | |
|
Michael E. Faircloth, EVP, Operations
|
| | | | 167,430 | | | | | | — | | | | | | 195,485 | | |
|
Kristin L. Oliver, EVP, Chief Human Resources Officer
|
| | | | 120,803 | | | | | | — | | | | | | 134,215 | | |
|
All current executive officers, as a group
|
| | | | 1,978,658 | | | | | | — | | | | | | 2,267,323 | | |
|
All current non-employee directors as a group
|
| | | | 373,231 | | | | | | — | | | | | | — | | |
|
Each nominee for election as a director(1)
|
| | | | 335,435 | | | | | | — | | | | | | — | | |
|
Each associate of any of the foregoing
|
| | | | — | | | | | | — | | | | | | — | | |
|
Each other person who received at least 5% of all awards
|
| | | | — | | | | | | — | | | | | | — | | |
|
All employees, including all current officers who are not executive officers, as a group
|
| | | | 1,569,147 | | | | | | — | | | | | | 1,560,483 | | |
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| |
Our Board of Directors unanimously recommends a vote FOR approval of the Amended 2020 Plan.
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| | | |
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights(2) |
| |
Number of Securities
Remaining Available for Future Issuance under Equity Compensation Plans(1) |
| |||||||||
| | | |
(amounts in thousands, except per share data)
|
| |||||||||||||||
| Plan Category | | | | | | | | | | | | | | | | | | | |
|
Equity compensation plans approved by security holders
|
| | | | 4,753 | | | | | $ | 0.90 | | | | | | 20,057 | | |
|
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | 4,753 | | | | | $ | 0.90 | | | | | | 20,057 | | |
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2023 Proxy Statement
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Ann E. Ziegler, Chair
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Bobby J. Griffin
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Franck J. Moison
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Ronald L. Nelson
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2023 Proxy Statement
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Stephen B. Bratspies
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Chief Executive Officer
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Michael P. Dastugue
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| |
Chief Financial Officer
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Joseph W. Cavaliere
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President, Innerwear — Global
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Michael E. Faircloth
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EVP, Supply Chain — Global
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Kristin L. Oliver
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EVP, Chief Human Resources Officer
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| | | | | 55 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 64 | | | |
| | | | | 65 | | |
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2023 Proxy Statement
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55
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•
Total net sales in 2022 were $6.2 billion, compared with $6.8 billion in 2021, representing an 8% decrease. The net sales decline was primarily driven by:
◦
Softer point-of-sale trends and higher retailer inventory levels as a result of macroeconomic pressures
◦
The impact of the previously disclosed ransomware attack1 to the business
◦
Global supply chain disruptions resulting in product delays
◦
Ongoing COVID-related pressures on consumer traffic in certain markets in Asia
◦
The unfavorable impact from foreign currency exchange rates in our International business of approximately $182 million
The net sales decline was partially offset by pricing actions taken throughout 2022.
•
Operating profit was $520 million in 2022 compared with $798 million in 2021, representing a 35% decrease. As a percentage of sales, operating profit was 8.3% in 2022 compared to 11.7% in 2021. Included within operating profit in 2022 and 2021 were charges of $60 million and $132 million, respectively, related to the implementation of our Full Potential plan. Operating profit decline was primarily driven by:
◦
Lower sales volume, input cost inflation and impact from the previously disclosed ransomware attack1
◦
Costs associated with our manufacturing time-out inventory reduction actions and deleverage from a higher proportion of transportation and distribution costs
◦
Unfavorable impact from foreign currency exchange rates
◦
Increased Full Potential plan-related investments in brand marketing and technology
Operating profit decline was partially offset by:
◦
Pricing actions
◦
Cost reductions
•
We set an aggressive target to reduce our inventory units by the end of 2022, which we accomplished. We ended the year with inventory units 6% lower than prior year. This created a short-term drag on second-half gross margins as we took time out in our manufacturing facilities. However, by taking this action, we believe we’re well positioned to release working capital and drive operating cash flow in 2023.
•
We’ve improved the go-forward efficiency and effectiveness of our supply chain. We reduced global SKUs by 45% since 2019, including a 9% SKU reduction in 2022, and also exited unproductive facilities. We’re consolidating distribution centers and we’re generating high single-digit savings rates in our sourcing and procurement operations. Plus, we’re continuing our technology investments to improve our data analytics, drive global integration and efficiency, and ultimately lower costs.
•
We also began, and expanded upon, a number of cost savings initiatives, including exiting unproductive facilities, consolidating sourcing vendors and aggressively managing SG&A. Looking to 2023, we’re building on these initiatives with additional cost reductions as well as prudent investment management.
•
We expect the macroeconomic challenges impacting consumer demand and the lingering pressure from inflation to continue in 2023, particularly in the first half of the fiscal year. We plan to continue our proactive approach, remain agile and continue to adapt. Focusing on the things we can control and taking action allows us to manage through short-term challenges while at the same time continuing to implement our long-term transformation strategy.
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2023 Proxy Statement
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56
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•
We incorporated a new diversity, equity and inclusion modifier (+/- 5%) for the AIP related to the representation of People of Color (including Black, Hispanic, Asian, Pacific Islander, Native American, Alaskan native and Hawaiian native associates) within our composition of the U.S. workforce at the senior manager level and above.
•
We increased the performance period for our Performance Share Awards from one year to three years. Performance during the three-year award cycle measures year-over-year growth in key metrics, and the payout is calculated by averaging the three individual years’ performance.
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•
We provide annual incentives designed to reward our NEOs for the attainment of short-term goals, and long-term incentives designed to reward increasing stockholder value over the long term.
•
Performance-based and at-risk compensation represents approximately 89% of our Chief Executive Officer’s total target direct compensation, reflecting the position’s highest level of accountability and responsibility for results.
•
Performance-based and at-risk compensation represents approximately 76% of the average total target direct compensation for our other NEOs, as further described in this Compensation Discussion and Analysis.
•
In keeping with our pay-for-performance culture, we expect our NEOs to deliver overall results that exceed performance targets to receive above median market compensation. Below target performance is expected to result in below median market compensation.
•
Our compensation program is designed to reward exceptional and sustained performance. By combining a three-year vesting period for most equity awards with policies prohibiting hedging or pledging of our shares, a substantial portion of the value of our executives’ compensation package is tied to changes in our stock price, and therefore is at-risk, for a significant period of time. In addition, we have implemented a three-year performance period for all performance-based long-term incentive awards. The Talent and Compensation Committee (the “Committee”) believes this design provides an effective way to link executive compensation to long-term stockholder returns.
•
Outstanding equity awards are subject to “double-trigger” accelerated vesting in connection with a change in control, under which the vesting of awards will accelerate only if there is a qualifying termination of employment within two years after the change in control or if the surviving entity does not provide qualifying replacement awards.
•
Our Clawback Policy permits us to recoup cash- and equity-based incentive compensation payments in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Additionally, the terms of both our cash- and equity-based incentive compensation plans permit the recovery of incentive awards if a participant violates our Global Code of Conduct or engages in other activities harmful to the interests of the Company.
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2023 Proxy Statement
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Compensation Element
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| |
Key Features
|
| |
Objectives
|
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|
Base Salary
|
| |
•
Fixed compensation component
•
Reflects the individual responsibilities, performance and experience of each NEO
|
| |
•
Provides a foundation of cash compensation for the fulfilment of fundamental job responsibilities
|
|
|
Annual Incentive
Plan (“AIP”) Awards |
| |
•
Performance-based cash compensation
•
Payout determined based on Company performance against pre-established targets
|
| |
•
Motivates performance by linking compensation to the achievement of key annual objectives
|
|
|
Long-Term Incentive Program (“LTIP”) Awards
|
| |
•
Performance-based and at-risk, time-vested compensation
•
Performance Share Awards (“PSAs”) (50% of LTIP opportunity)
•
Vesting on the third anniversary of the grant date
•
Number of shares received ranges from 0% to 200% of the number of units granted based on fiscal 2022-2024 Company performance against pre-established targets
•
Restricted Stock Unit Awards (“RSUs”) (50% of LTIP opportunity)
•
Ratable vesting over a three-year service period
|
| |
•
Encourages behavior that enhances the long-term growth, profitability and financial success of the Company, aligns executives’ interests with our stockholders and supports retention objectives
|
|
|
•
achieving key annual results and strategic long-term business objectives
•
using an appropriate mix of cash and equity
•
emphasizing a “pay-for-performance” culture
•
effectively managing the cost of pay programs
•
providing a balanced total compensation program to help ensure senior management is not encouraged to take unnecessary and excessive risks that may harm the Company
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2023 Proxy Statement
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2023 Proxy Statement
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| ||||||
|
40%
|
| |
40%
|
| |
20%
|
|
|
NET ORGANIC SALES
|
| |
ADJUSTED OPERATING INCOME
|
| |
NET INVENTORY
|
|
|
•
Aligned with key pillars of Full Potential plan and financial goals
•
Key driver of sustainable stockholder value creation
|
| |
•
Aligned with financial goals
•
Promotes alignment between senior management and stockholder interests
|
| |
•
Aligned with key strategic initiative
•
Enhances free cash flow generation
|
|
| |
+/- 5% People of Color Representation in the U.S. at senior manager level and above
|
| | |
Supports our diversity, equity, and inclusion goals as we strive to further strengthen our business and our inclusive culture
|
| |
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2023 Proxy Statement
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| |
60
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|
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| |||
|
50%
|
| |
50%
|
|
|
ADJUSTED EPS
|
| |
CASH FLOW FROM OPERATIONS
|
|
|
•
Effective tool for aligning the performance of our named executive officers with stockholder value by incorporating aspects of growth, profitability and capital efficiency
|
| |
•
Aligned with key strategic initiative
•
Enables enhancement of stockholder value in numerous ways, including strategic investment, debt reduction, dividends, stock repurchases and the ability to pursue strategic acquisitions
|
|
|
What we do:
•
Pay-for-performance emphasis with a balance of short- and long-term incentives, using an array of key performance metrics, with a strong emphasis on financial performance
•
Cap AIP and PSA payouts
•
Alignment of executive compensation with stockholder returns through equity ownership requirements and equity-based awards
•
“Double trigger” requirement for severance and accelerated vesting of equity awards pursuant to change-in-control agreements with our NEOs.
•
Incorporate ESG goals into our annual cash incentive program
•
Clawback provisions for cash and equity performance-based compensation
•
Independent compensation consultant to the Committee
•
Annual “Say-on-Pay” advisory vote for stockholders
|
| |
What we don’t do:
•
No repricing or replacing of underwater stock options or stock appreciation rights without stockholder approval
•
No overlapping performance metrics for AIP and PSA awards
•
No employment agreements for our NEOs
•
No tax gross-up payments (other than due on relocation reimbursements as provided under a broad-based program)
•
No hedging or pledging of Hanesbrands stock by NEOs
•
No automatic vesting of equity awards upon a change in control
|
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2023 Proxy Statement
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Fiscal 2022 Peer Group
|
|
|
Apparel Companies
|
| | | | |
Consumer Products Companies
|
| |||
|
American Eagle Outfitters, Inc.
|
| |
PVH Corp.
|
| | | | |
The Clorox Company
|
|
|
Carter’s, Inc.
|
| |
Ralph Lauren Corporation
|
| | | | |
The Hershey Company
|
|
|
Foot Locker, Inc.
|
| |
Tapestry, Inc.
|
| | | | |
Newell Brands Inc.
|
|
|
Gildan Activewear, Inc.
|
| |
The Gap, Inc.
|
| | | | |
Stanley Black & Decker, Inc.
|
|
|
L Brands, Inc.
|
| |
Under Armour, Inc.
|
| | | | | | |
|
lululemon athletica inc.
|
| |
V.F. Corporation
|
| | | | | | |
|
Levi Strauss & Co.
|
| | | | | | | | | |
|
|
| |
2023 Proxy Statement
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63
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|
NEO
|
| |
2022 Base Salary
($) |
| |
2022 AIP Target
($) |
| |
2022 LTIP Target
($) |
| |
2022 Total
Target Direct Compensation ($) |
| |||||||||
|
Stephen B. Bratspies
|
| | | $ | 1,250,000 | | | |
$2,000,000 (160% of
base salary |
| | | $ | 7,750,000 | | | | | $ | 11,000,000 | | |
|
Michael P. Dastugue
|
| | | | 750,000 | | | |
750,000 (100% of
base salary) |
| | | | 2,000,000 | | | | | | 3,500,000 | | |
|
Joseph W. Cavaliere
|
| | | | 750,000 | | | |
750,000 (100% of
base salary) |
| | | | 1,700,000 | | | | | | 3,200,000 | | |
|
Michael E. Faircloth
|
| | | | 630,000 | | | |
472,500 (75% of
base salary) |
| | | | 1,382,000 | | | | | | 2,484,500 | | |
|
Kristin L. Oliver
|
| | | | 595,000 | | | |
446,250 (75% of
base salary) |
| | | | 1,059,000 | | | | | | 2,100,250 | | |
|
•
the AIP
•
the PSA portion of LTIP compensation
|
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2023 Proxy Statement
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| |
64
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2023 Proxy Statement
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65
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Annual Base Salary
|
| |||||||||
|
Name
|
| |
Year
|
| |
Base Salary
|
| |||
|
Stephen B. Bratspies
|
| |
2022
|
| | | $ | 1,250,000 | | |
|
2021
|
| | | $ | 1,100,000 | | | |||
|
Michael P. Dastugue
|
| |
2022
|
| | | $ | 750,000 | | |
|
2021
|
| | | $ | 750,000 | | | |||
|
Joseph W. Cavaliere
|
| |
2022
|
| | | $ | 750,000 | | |
|
2021
|
| | | $ | 700,000 | | | |||
|
Michael E. Faircloth
|
| |
2022
|
| | | $ | 630,000 | | |
|
2021
|
| | | $ | 630,000 | | | |||
|
Kristin L. Oliver
|
| |
2022
|
| | | $ | 595,000 | | |
|
2021
|
| | | $ | 595,000 | | |
|
Metric
|
| |
Weighting
|
| |
Threshold
(25% Payout) |
| |
Target
(100% Payout) |
| |
Maximum
(200% Payout) |
| |
FY2022
Results |
| |
Metric
Achievement (% of Target) |
| |
Weighted
Metric Achievement (% of Target) |
| |||||||||||||||||||||
|
Net Organic Sales ($MM)*
|
| | | | 40% | | | | | $ | 6,677 | | | | | $ | 7,028 | | | | | $ | 7,379 | | | | | $ | 6,178 | | | | | | 0% | | | | | | 0% | | |
|
Adjusted Operating Income ($MM)*
|
| | | | 40% | | | | | $ | 812 | | | | | $ | 902 | | | | | $ | 992 | | | | | $ | 579 | | | | | | 0% | | | | | | 0% | | |
|
Net Inventory ($MM)*
|
| | | | 20% | | | | | $ | 1,797 | | | | | $ | 1,634 | | | | | $ | 1,471 | | | | | $ | 1,980 | | | | | | 0% | | | | | | 0% | | |
|
Initial Total Weighted Achievement (% of Target)
|
| | | | 0% | | |
|
Change in People of Color Representation
|
| |
Modification to
Achievement Percentage |
| |||
|
Increase of 4% or more over 2021 levels
|
| | | | 5% | | |
|
Increase of 2% over 2021 levels
|
| | | | 2% | | |
|
No change to 2021 levels
|
| | | | (2%) | | |
|
Decrease from 2021 levels
|
| | | | (5%) | | |
|
|
| |
2023 Proxy Statement
|
| |
66
|
|
|
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
| ||||||||||||
|
Stephen B. Bratspies
|
| | | $ | 490,000 | | | | | $ | 1,960,000 | | | | | $ | 3,920,000 | | | | | $ | 0 | | |
|
Michael P. Dastugue
|
| | | $ | 187,500 | | | | | $ | 750,000 | | | | | $ | 1,500,000 | | | | | $ | 0 | | |
|
Joseph W. Cavaliere
|
| | | $ | 185,417 | | | | | $ | 741,667 | | | | | $ | 1,483,333 | | | | | $ | 0 | | |
|
Michael E. Faircloth
|
| | | $ | 118,125 | | | | | $ | 472,500 | | | | | $ | 945,000 | | | | | $ | 0 | | |
|
Kristin L. Oliver
|
| | | $ | 111,152 | | | | | $ | 446,250 | | | | | $ | 892,500 | | | | | $ | 0 | | |
|
•
Performance Share Awards (PSAs)
•
Time-vested Restricted Stock Unit Awards (RSUs)
|
|
|
|
| |
2023 Proxy Statement
|
| |
67
|
|
|
Metric
|
| |
Weighting
|
| |
Threshold
(25% Payout) |
| |
Target
(100% Payout) |
| |
Maximum
(200% Payout) |
| ||||||||||||
|
Cash Flow from Operations
% Growth over Prior Year |
| | | | 50% | | | | | | 1.0% | | | | | | 10.0% | | | | | | 20.0% | | |
|
Adjusted EPS*
% Growth over Prior Year |
| | | | 50% | | | | | | 0.5% | | | | | | 4.5% | | | | | | 9.0% | | |
|
|
| |
2023 Proxy Statement
|
| |
68
|
|
|
•
The “Defined Contribution Component” of the SERP provides for employer matching and discretionary contributions to U.S.-based employees whose compensation exceeds a threshold set by the Internal Revenue Code. Although, as described above, the 401(k) Plan provides for employer contributions to our NEOs at the same percentage of their eligible compensation as provided for all employees who participate in the 401(k) Plan, compensation and benefit limitations imposed on the 401(k) Plan by the Internal Revenue Code generally prevent us from making the entire amount of the employer matching and discretionary contributions contemplated by the 401(k) Plan with respect to any employee whose compensation exceeds a threshold set by Internal Revenue Code provisions, which was $305,000 for 2022. The SERP provides to those employees whose compensation exceeds this threshold, including our NEOs, benefits that would be earned under the 401(k) Plan but for these limitations. We distribute the accrued vested portion of the Defined Contribution Component of the SERP directly to participants in cash on an annual basis. Any unvested portions of the Defined Contribution Component are credited to the participant’s SERP account and distributed to the participant upon vesting. Each of our NEOs receive benefits under this portion of the SERP.
•
The “Defined Benefit Component” of the SERP provides benefits consisting of those supplemental retirement benefits that had been accrued as of December 31, 2005 under a plan maintained by our former parent company prior to our becoming an independent public company. None of our NEOs has an unpaid benefit under this portion of the SERP.
|
|
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2023 Proxy Statement
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69
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|
|
|
| |
2023 Proxy Statement
|
| |
70
|
|
|
|
| |
2023 Proxy Statement
|
| |
71
|
|
| Name and Principal Position |
| |
Fiscal
Year |
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(1)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||||||||
|
Stephen B. Bratspies
Chief Executive Officer |
| | | | 2022 | | | | | $ | 1,225,000 | | | | | $ | — | | | | | $ | 7,750,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 244,614 | | | | | $ | 9,219,614 | | |
| | | 2021 | | | | | | 1,100,000 | | | | | | — | | | | | | 7,049,994 | | | | | | — | | | | | | 2,691,130 | | | | | | — | | | | | | 190,125 | | | | | | 11,031,249 | | | |||
| | | 2020 | | | | | | 458,333 | | | | | | — | | | | | | 2,812,505 | | | | | | 655,689 | | | | | | 803,150 | | | | | | — | | | | | | 99,388 | | | | | | 4,829,065 | | | |||
|
Michael P. Dastugue
Chief Financial Officer |
| | | | 2022 | | | | | | 750,000 | | | | | | — | | | | | | 1,999,988 | | | | | | — | | | | | | — | | | | | | — | | | | | | 95,245 | | | | | | 2,845,233 | | |
| | | 2021 | | | | | | 500,000 | | | | | | — | | | | | | 1,013,319 | | | | | | — | | | | | | 815,494 | | | | | | — | | | | | | 70,463 | | | | | | 2,399,276 | | | |||
|
Joseph W. Cavaliere
President Innerwear — Global |
| | | | 2022 | | | | | | 741,667 | | | | | | — | | | | | | 1,699,992 | | | | | | — | | | | | | — | | | | | | — | | | | | | 266,027 | | | | | | 2,707,686 | | |
| | | 2021 | | | | | | 623,719 | | | | | | — | | | | | | 1,519,996 | | | | | | — | | | | | | 1,017,278 | | | | | | — | | | | | | 264,618 | | | | | | 3,425,612 | | | |||
|
Michael E. Faircloth
EVP, Supply Chain — Global |
| | | | 2022 | | | | | | 630,000 | | | | | | 500,000(6) | | | | | | 1,382,011 | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,698 | | | | | | 2,634,709 | | |
| | | 2021 | | | | | | 626,667 | | | | | | — | | | | | | 1,282,004 | | | | | | — | | | | | | 766,564 | | | | | | — | | | | | | 75,519 | | | | | | 2,750,754 | | | |||
| | | 2020 | | | | | | 588,511 | | | | | | — | | | | | | 1,282,009 | | | | | | — | | | | | | 415,187 | | | | | | 31,843 | | | | | | 75,202 | | | | | | 2,392,753 | | | |||
|
Kristin L. Oliver
EVP, Chief Human Resources Officer |
| | | | 2022 | | | | | | 595,000 | | | | | | — | | | | | | 1,059,013 | | | | | | — | | | | | | — | | | | | | — | | | | | | 90,343 | | | | | | 1,744,356 | | |
| | | |
Fiscal
Year |
| |
Grant Date Fair
Value of PSAs ($) |
| |
Grant Date Fair
Value of RSUs ($) |
| |
Total Grant Date
Fair Value of Stock Awards ($) |
| ||||||||||||
|
Stephen B. Bratspies
|
| | | | 2022 | | | | | $ | 3,875,000 | | | | | $ | 3,875,000 | | | | | $ | 7,750,000 | | |
|
Michael P. Dastugue
|
| | | | 2022 | | | | | | 999,994 | | | | | | 999,994 | | | | | | 1,999,988 | | |
|
Joseph W. Cavaliere
|
| | | | 2022 | | | | | | 849,996 | | | | | | 849,996 | | | | | | 1,699,992 | | |
|
Michael E. Faircloth
|
| | | | 2022 | | | | | | 691,006 | | | | | | 691,006 | | | | | | 1,382,012 | | |
|
Kristin L. Oliver
|
| | | | 2022 | | | | | | 529,506 | | | | | | 529,506 | | | | | | 1,059,012 | | |
|
|
| |
2023 Proxy Statement
|
| |
72
|
|
|
Name
|
| |
Grant
Date |
| |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise or
Base Price of Option Awards ($/Sh) |
| |
Grant Date Fair
Value of Stock and Option Awards ($)(1) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
Stephen B. Bratspies
|
| | | | 1/24/2022(2) | | | | | $ | 490,000 | | | | | $ | 1,960,000 | | | | | $ | 3,920,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | $ | — | | |
| | | 1/24/2022(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,469 | | | | | | 237,876 | | | | | | 475,752 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,875,000(4) | | | |||
| | | 1/24/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 237,876 | | | | | | — | | | | | | — | | | | | | 3,875,000 | | | |||
|
Michael P. Dastugue
|
| | | | 1/24/2022(2) | | | | | | 187,500 | | | | | | 750,000 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/24/2022(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,347 | | | | | | 61,387 | | | | | | 122,774 | | | | | | — | | | | | | — | | | | | | — | | | | | | 999,994(4) | | | |||
| | | 1/24/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,387 | | | | | | — | | | | | | — | | | | | | 999,994 | | | |||
|
Joseph W. Cavaliere
|
| | | | 1/24/2022(2) | | | | | | 185,417 | | | | | | 741,667 | | | | | | 1,483,333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/24/2022(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,045 | | | | | | 52,179 | | | | | | 104,358 | | | | | | — | | | | | | — | | | | | | — | | | | | | 849,996(4) | | | |||
| | | 1/24/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,179 | | | | | | — | | | | | | — | | | | | | 849,996 | | | |||
|
Michael E. Faircloth
|
| | | | 1/24/2022(2) | | | | | | 118,125 | | | | | | 472,500 | | | | | | 945,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/24/2022(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,605 | | | | | | 42,419 | | | | | | 84,838 | | | | | | — | | | | | | — | | | | | | — | | | | | | 691,006(4) | | | |||
| | | 1/24/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,419 | | | | | | — | | | | | | — | | | | | | 691,006 | | | |||
|
Kristin L. Oliver
|
| | | | 1/24/2022(2) | | | | | | 111,562 | | | | | | 446,250 | | | | | | 892,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/24/2022(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,126 | | | | | | 32,505 | | | | | | 65,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | 529,506(4) | | | |||
| | | 1/24/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,505 | | | | | | — | | | | | | — | | | | | | 529,506 | | |
|
|
| |
2023 Proxy Statement
|
| |
73
|
|
| | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | | | | | | |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| ||||||||||||||||||||||||
|
Stephen B. Bratspies
|
| | |
|
(2)
|
| | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | 59,469 | | | | | $ | 378,223 | | |
| |
|
(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 237,876 | | | | | | 1,512,891 | | | | | | — | | | | | | — | | | |||
| |
|
(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 381,700 | | | | | | 2,427,612 | | | | | | — | | | | | | — | | | |||
| |
|
(5)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,371 | | | | | | 969,080 | | | | | | — | | | | | | — | | | |||
| |
|
(6)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,389 | | | | | | 212,354 | | | | | | — | | | | | | — | | | |||
| |
|
(7)
|
| | | | | 83,333 | | | | | | — | | | | | | 14.32 | | | | | | 8/3/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| |
|
(8)
|
| | | | | 83,333 | | | | | | — | | | | | | 17.18 | | | | | | 8/3/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| |
|
(9)
|
| | | | | — | | | | | | 83,334 | | | | | | 20.05 | | | | | | 8/3/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Michael P. Dastugue
|
| | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,347 | | | | | | 97,607 | | |
| |
|
(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,387 | | | | | | 390,421 | | | | | | — | | | | | | — | | | |||
| |
|
(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,596 | | | | | | 302,711 | | | | | | — | | | | | | — | | | |||
| |
|
(5)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,945 | | | | | | 101,410 | | | | | | — | | | | | | — | | | |||
|
Joseph W. Cavaliere
|
| | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,045 | | | | | | 82,966 | | |
| |
|
(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,179 | | | | | | 331,858 | | | | | | — | | | | | | — | | | |||
| |
|
(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,296 | | | | | | 523,403 | | | | | | — | | | | | | — | | | |||
| |
|
(5)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,865 | | | | | | 202,661 | | | | | | — | | | | | | — | | | |||
|
Michael E. Faircloth
|
| | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,605 | | | | | | 67,448 | | |
| |
|
(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,419 | | | | | | 269,785 | | | | | | — | | | | | | — | | | |||
| |
|
(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,410 | | | | | | 441,448 | | | | | | — | | | | | | — | | | |||
| |
|
(5)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,708 | | | | | | 176,223 | | | | | | — | | | | | | — | | | |||
| |
|
(6)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,316 | | | | | | 97,410 | | | | | | — | | | | | | — | | | |||
|
Kristin L. Oliver
|
| | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,126 | | | | | | 51,683 | | |
| |
|
(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,505 | | | | | | 206,732 | | | | | | — | | | | | | — | | | |||
| |
|
(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,606 | | | | | | 258,254 | | | | | | — | | | | | | — | | | |||
| |
|
(5)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,210 | | | | | | 103,096 | | | | | | — | | | | | | — | | |
|
|
| |
2023 Proxy Statement
|
| |
74
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
|
Stephen B. Bratspies
|
| | | | — | | | | | | — | | | | | | 107,455 | | | | | $ | 1,573,278 | | |
|
Michael P. Dastugue
|
| | | | — | | | | | | — | | | | | | 7,853 | | | | | | 107,743 | | |
|
Joseph W. Cavaliere
|
| | | | — | | | | | | — | | | | | | 15,694 | | | | | | 250,476 | | |
|
Michael E. Faircloth
|
| | | | — | | | | | | — | | | | | | 28,512 | | | | | | 452,788 | | |
|
Kristin L. Oliver
|
| | | | — | | | | | | — | | | | | | 17,086 | | | | | | 208,356 | | |
|
|
| |
2023 Proxy Statement
|
| |
75
|
|
|
Name
|
| |
Plan Name
|
| |
Number of Years
Credited Service (#)(1) |
| |
Present Value of
Accumulated Benefit ($)(2) |
| |
Payments
During Last Fiscal Year ($) |
| |||||||||
|
Stephen B. Bratspies
|
| |
—
|
| | | | — | | | | | $ | — | | | | | $ | — | | |
|
Michael P. Dastugue
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | |
|
Joseph W. Cavaliere
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | |
|
Michael E. Faircloth
|
| |
Pension Plan
|
| | | | 8.5833 | | | | | | 149,341 | | | | | | — | | |
|
Kristin L. Oliver
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
Plan
|
| |
Executive
Contributions in Last FY ($) |
| |
Registrant
Contributions in Last FY ($) |
| |
Aggregate
Earnings in Last FY ($)(1) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($) |
| |||||||||||||||
|
Stephen B. Bratspies
|
| |
Executive Deferred Compensation Plan
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
SERP (Defined Contribution Component)
|
| | | | — | | | | | | 208,971(2) | | | | | | (30,868) | | | | | | 85,574 | | | | | | 164,964(3) | | | |||
|
Michael P. Dastugue
|
| |
Executive Deferred Compensation Plan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
SERP (Defined Contribution Component)
|
| | | | — | | | | | | 58,820(2) | | | | | | (7,409) | | | | | | 1,680 | | | | | | 58,131(3) | | | |||
|
Joseph W. Cavaliere
|
| |
Executive Deferred Compensation Plan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
SERP (Defined Contribution Component)
|
| | | | — | | | | | | 71,507(2) | | | | | | (11,773) | | | | | | 2,670 | | | | | | 70,413(3) | | | |||
|
Michael E. Faircloth
|
| |
Executive Deferred Compensation Plan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
SERP (Defined Contribution Component)
|
| | | | — | | | | | | 93,737(2) | | | | | | — | | | | | | 60,148 | | | | | | 63,663(3) | | | |||
|
Kristin L. Oliver
|
| |
Executive Deferred Compensation Plan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
SERP (Defined Contribution Component)
|
| | | | — | | | | | | 58,972(2) | | | | | | (12,413) | | | | | | 21,063 | | | | | | 46,490(3) | | |
|
|
| |
2023 Proxy Statement
|
| |
76
|
|
| | | | | | |
Voluntary Termination(1)
|
| |
Involuntary Termination(1)
|
| ||||||||||||||||||
| | | | | | |
Retirement(2)
|
| |
Death/Disability
|
| |
Not For Cause
|
| |
Change in Control
|
| ||||||||||||
|
Stephen B. Bratspies
|
| |
Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,250,000(3) | | | | | $ | 9,750,000(4) | | |
|
LTIP(5)
|
| | | | — | | | | | | 6,634,828 | | | | | | — | | | | | | 6,634,828 | | | |||
|
Benefits and perquisites
|
| | | | — | | | | | | — | | | | | | 6,500(6) | | | | | | 601,574(7) | | | |||
|
Total
|
| | | | — | | | | | | 6,634,828 | | | | | | 1,256,500 | | | | | | 16,986,402 | | | |||
|
Michael P. Dastugue
|
| |
Severance
|
| | | | — | | | | | | — | | | | | | 750,000(3) | | | | | | 3,130,988(4) | | |
|
LTIP(5)
|
| | | | — | | | | | | 1,184,963 | | | | | | — | | | | | | 1,184,963 | | | |||
|
Benefits and perquisites
|
| | | | — | | | | | | — | | | | | | 31,325(6) | | | | | | 304,103(7) | | | |||
|
Total
|
| | | | — | | | | | | 1,184,963 | | | | | | 781,325 | | | | | | 4,620,054 | | |
|
|
| |
2023 Proxy Statement
|
| |
77
|
|
| | | | | | |
Voluntary Termination(1)
|
| |
Involuntary Termination(1)
|
| ||||||||||||||||||
| | | | | | |
Retirement(2)
|
| |
Death/Disability
|
| |
Not For Cause
|
| |
Change in Control
|
| ||||||||||||
|
Joseph W. Cavaliere
|
| |
Severance
|
| | | | — | | | | | | — | | | | | | 750,000(3) | | | | | | 3,534,557(4) | | |
|
LTIP(5)
|
| | | | — | | | | | | 1,389,781 | | | | | | — | | | | | | 1,398,781 | | | |||
|
Benefits and perquisites
|
| | | | — | | | | | | — | | | | | | 30,250(6) | | | | | | 310,381(7) | | | |||
|
Total
|
| | | | — | | | | | | 1,389,781 | | | | | | 780,250 | | | | | | 5,243,719 | | | |||
|
Michael E. Faircloth
|
| |
Severance
|
| | | | — | | | | | | — | | | | | | 1,260,000(3) | | | | | | 2,439,610(4) | | |
|
LTIP(5)
|
| | | | 1,254,650 | | | | | | 1,254,650 | | | | | | — | | | | | | 1,254,650 | | | |||
|
Benefits and perquisites
|
| | | | — | | | | | | — | | | | | | 17,235(6) | | | | | | 170,230(7) | | | |||
|
Total
|
| | | | 1,254,650 | | | | | | 1,254,650 | | | | | | 1,277,235 | | | | | | 3,864,490 | | | |||
|
Kristin L. Oliver
|
| |
Severance
|
| | | | — | | | | | | — | | | | | | 595,000(3) | | | | | | 2,082,500(4) | | |
|
LTIP(5)
|
| | | | — | | | | | | 792,233 | | | | | | — | | | | | | 792,233 | | | |||
|
Benefits and perquisites
|
| | | | — | | | | | | — | | | | | | 14,071(6) | | | | | | 182,398(7) | | | |||
|
Total
|
| | | | — | | | | | | 792,233 | | | | | | 609,071 | | | | | | 3,057,131 | | |
|
|
| |
2023 Proxy Statement
|
| |
78
|
|
|
•
We determined that, as of October 31, 2022 (the “Determination Date”), our employee population consisted of approximately 51,000 individuals (excluding Stephen B. Bratspies, our CEO, but including full-time, part-time, seasonal and temporary employees) working at Hanesbrands and its consolidated subsidiaries. Given the divestiture of our European innerwear business and the variety of actions taken around the world as part of our supply chain rationalization efforts, we collected and analyzed payroll data for our entire employee population as of the Determination Date in order to identify the global median employee.
•
In order to consistently measure the compensation of our employees other than our CEO, we utilized total cash compensation (including regular pay, overtime, bonuses, incentives, allowances and paid time off, but excluding amounts set aside on behalf of the employee, such as retirement contributions, pension, provident fund or superannuation) for the 10-month period ending October 31, 2022. Pay was annualized on a 10-month basis for permanent employees included in the sample who were hired in 2022 but did not work for us or our consolidated subsidiaries for the entire 10-month period.
•
For purposes of this analysis, we converted all cash compensation paid in foreign currency to U.S. dollars using the applicable exchange rate on December 30, 2022. We did not make any cost-of-living adjustments in identifying the global median employee.
|
|
|
|
| |
2023 Proxy Statement
|
| |
79
|
|
| Year (a) | | | Summary Compensation Table (SCT) Total for Stephen Bratspies(1) ($) (b) | | | Compensation actually paid to Stephen Bratspies(1)(2)(3) ($) (c) | | | SCT Total for Gerald W. Evans, Jr.(1) ($) (b) | | | Compensation actually paid to Gerald W. Evans, Jr.(1)(2)(3) ($) (c) | | | Average SCT Total for Non-PEO NEOs(1) ($) (d) | | | Average Compensation actually paid to Non-PEO NEOs(1)(2)(3) ($) (e) | | | Value of Initial Fixed $100 Investment based on:(4) | | | Net Income ($ Millions) (h) | | | Organic Sales ($ Millions) (i) | | |||||||||||||||||||||||||||||||||
| TSR ($) (f) | | | Peer Group TSR ($) (g) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | — | | | | | $ | — | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | ||||||
| 2021 | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | |
|
2020
|
| |
2021
|
| |
2022
|
|
|
M. Scott Lewis
|
| |
M. Scott Lewis
|
| |
Michael E. Faircloth
|
|
|
W. Howard Upchurch
|
| |
Michael E. Faircloth
|
| |
Michael P. Dastugue
|
|
|
Joia M. Johnson
|
| |
Michael P. Dastugue
|
| |
Joseph W. Cavaliere
|
|
|
Michael E. Faircloth
|
| |
Joseph W. Cavaliere
|
| |
Kristin L. Oliver
|
|
| | | |
Jonathan Ram
|
| | | |
| Year | | | Summary Compensation Table Total ($) | | | Exclusion of Change in Pension Value ($) | | | Exclusion of Stock Awards and Option Awards ($) | | | Inclusion of Pension Service Cost ($) | | | Inclusion of Equity Values ($) | | | Compensation Actually Paid ($) | | ||||||||||||||||||
| 2022 | | | | $ | | | | | $ | — | | | | | $ | ( | | | | | $ | — | | | | | $ | ( | | | | | $ | ( | | | |
| 2021 | | | | | | | | | | — | | | | | | ( | | | | | | — | | | | | | | | | | | | | |||
| 2020 | | | | | | | | | | — | | | | | | ( | | | | | | — | | | | | | | | | | | | |
|
|
| |
2023 Proxy Statement
|
| |
80
|
|
| Year | | | Summary Compensation Table Total ($) | | | Exclusion of Change in Pension Value ($) | | | Exclusion of Stock Awards and Option Awards ($) | | | Inclusion of Pension Service Cost ($) | | | Inclusion of Equity Values ($) | | | Compensation Actually Paid ($) | | ||||||||||||||||||
| 2020 | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | — | | | | | $ | | | | | $ | | |
| Year | | | Average Summary Compensation Table Total ($) | | | Exclusion of Change in Pension Value ($) | | | Exclusion of Stock Awards and Option Awards ($) | | | Inclusion of Pension Service Cost ($) | | | Inclusion of Equity Values ($) | | | Compensation Actually Paid ($) | | ||||||||||||||||||
| 2022 | | | | $ | | | | | $ | — | | | | | $ | ( | | | | | $ | — | | | | | $ | ( | | | | | $ | | | ||
| 2021 | | | | | | | | | | — | | | | | | ( | | | | | | — | | | | | | | | | | | | | |||
| 2020 | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | | | | | | | |
| Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included ($) | | | Total — Inclusion of Equity Values ($) | | |||||||||||||||||||||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | — | | | | | $ | ( | | | | | $ | — | | | | | $ | — | | | | | $ | ( | | | |
| 2021 | | | | | | | | | | | | | | | — | | | | | | | | | | | — | | | | | | — | | | | | | | | ||||
| 2020 | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | |
| Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included ($) | | | Total — Inclusion of Equity Values ($) | | |||||||||||||||||||||
| 2020 | | | | $ | | | | | $ | | | | | $ | — | | | | | $ | ( | | | | | $ | — | | | | | $ | — | | | | | $ | | |
|
|
| |
2023 Proxy Statement
|
| |
81
|
|
| Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | | | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included ($) | | | Total — Average Inclusion of Equity Values ($) | | |||||||||||||||||||||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | — | | | | | $ | ( | | | | | $ | — | | | | | $ | — | | | | | $ | ( | | | |
| 2021 | | | | | | | | | | | | | | | — | | | | | | | | | | | — | | | | | | — | | | | | | | | ||||
| 2020 | | | | | | | | | | | | | | | — | | | | | | ( | | | | | | — | | | | | | — | | | | | | | |
|
|
| |
2023 Proxy Statement
|
| |
82
|
|
|
|
| |
2023 Proxy Statement
|
| |
83
|
|
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
|
|
| |
2023 Proxy Statement
|
| |
84
|
|
| | | |
Amount and Nature of
Beneficial Ownership |
| |
Other(1)
|
| ||||||||||||||||||||||||
|
Name and Address of Beneficial Owner
|
| |
Beneficial
Ownership of Our Common Stock |
| |
Percentage
of Class |
| |
Restricted
Stock Units |
| |
Stock Equivalent
Units in SERP and Deferred Compensation Plans |
| |
Total
|
| |||||||||||||||
|
BlackRock, Inc.(2)
|
| | | | 39,853,310 | | | | | | 11.40% | | | | | | — | | | | | | — | | | | | | 39,853,310 | | |
|
Vanguard Group, Inc.(3)
|
| | | | 35,011,639 | | | | | | 10.01% | | | | | | — | | | | | | — | | | | | | 35,011,639 | | |
|
Cooke & Bieler LP(4)
|
| | | | 20,674,529 | | | | | | 5.92% | | | | | | — | | | | | | — | | | | | | 20,674,529 | | |
|
Michael E. Faircloth
|
| | | | 307,146 | | | | | | * | | | | | | 195,548 | | | | | | — | | | | | | 502,964 | | |
|
Ronald L. Nelson(5)
|
| | | | 285,459 | | | | | | * | | | | | | 31,053 | | | | | | 216,122 | | | | | | 532,634 | | |
|
Stephen B. Bratspies
|
| | | | 227,108 | | | | | | * | | | | | | 1,120,917 | | | | | | 3,231 | | | | | | 1,351,256 | | |
|
Joseph W. Cavaliere
|
| | | | 64,626 | | | | | | * | | | | | | 266,599 | | | | | | 643 | | | | | | 331,868 | | |
|
Robert F. Moran
|
| | | | 53,142 | | | | | | * | | | | | | 18,765 | | | | | | 17,510 | | | | | | 89,417 | | |
|
Franck J. Moison
|
| | | | 49,187 | | | | | | * | | | | | | 18,765 | | | | | | — | | | | | | 67,952 | | |
|
James C. Johnson(6)
|
| | | | 42,714 | | | | | | * | | | | | | 18,765 | | | | | | 167,608 | | | | | | 229,087 | | |
|
Ann E. Ziegler(7)
|
| | | | 42,055 | | | | | | * | | | | | | 18,765 | | | | | | 126,251 | | | | | | 187,071 | | |
|
Kristin L. Oliver
|
| | | | 28,131 | | | | | | * | | | | | | 137,454 | | | | | | 935 | | | | | | 166,520 | | |
|
Cheryl K. Beebe
|
| | | | 22,744 | | | | | | * | | | | | | 18,765 | | | | | | 19,737 | | | | | | 61,246 | | |
|
Michael P. Dastugue
|
| | | | 18,098 | | | | | | * | | | | | | 104,671 | | | | | | 1,214 | | | | | | 123,983 | | |
|
William S. Simon
|
| | | | 14,099 | | | | | | * | | | | | | 18,765 | | | | | | — | | | | | | 32,864 | | |
|
Bobby J. Griffin
|
| | | | 2,000 | | | | | | * | | | | | | 18,765 | | | | | | 373,931 | | | | | | 394,696 | | |
|
Geralyn R. Breig
|
| | | | — | | | | | | * | | | | | | 18,765 | | | | | | 45,933 | | | | | | 64,698 | | |
|
Mark A. Irvin
|
| | | | — | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
|
All directors and executive officers as a group (19 persons)(8)(9)
|
| | | | 1,212,618 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
|
|
| |
2023 Proxy Statement
|
| |
85
|
|
|
|
| |
2023 Proxy Statement
|
| |
86
|
|
|
•
held directly in your name as the stockholder of record
•
held for you in an account with a broker, bank or other nominee
|
|
|
•
represented by your interest in the HBI Stock Fund in the 401(k) Plan
•
credited to your account in the Hanesbrands Inc. Employee Stock Purchase Plan of 2006
|
|
|
|
| |
2023 Proxy Statement
|
| |
88
|
|
|
•
you are present in person at the Annual Meeting and your shares are registered in your name or you have a proxy from your bank, broker or other nominee to vote your shares
•
you have properly executed and submitted a proxy card or authorized a proxy over the telephone or the Internet, prior to the Annual Meeting
|
|
|
•
The election of directors will be determined by a majority of the votes cast at the Annual Meeting. Accordingly, each of the ten nominees for director will be elected if he or she receives a majority of the votes cast in person or represented by proxy, with respect to that director. A majority of the votes cast means that the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director. Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the proposal to elect directors. Additionally, pursuant to our Corporate Governance Guidelines, if in an uncontested election for director, a nominee for director does not receive the affirmative vote of a majority of the total votes cast for and against such nominee, the nominee will offer, following certification of the election results, to submit his or her resignation to the Board for consideration. Stockholders cannot cumulate votes in the election of directors.
•
The ratification of the appointment of PricewaterhouseCoopers as Hanesbrands’ independent registered public accounting firm for our 2023 fiscal year requires approval by a majority of the votes cast at the Annual Meeting. Accordingly, the number of shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal. Abstentions are not treated as votes cast, and therefore will have no effect on the proposal.
|
|
|
|
| |
2023 Proxy Statement
|
| |
89
|
|
|
•
The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement requires approval by a majority of the votes cast at the Annual Meeting. Accordingly, the number of shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal. Abstentions and broker non-votes are not treated as votes cast, and therefore will have no effect on the proposal.
•
The recommendation, on an advisory basis, of the frequency of future advisory votes to approve named executive officer compensation generally requires the favorable vote of a majority of the votes cast by the holders of the shares of Hanesbrands common stock voting in person or by proxy at the meeting. However, because the vote on the frequency of future advisory votes to approve named executive officer compensation is not binding on the Board of Directors or the Company, if none of the frequency options — one year, two years or three years — receives the required majority vote, the option receiving the greatest number of votes will be considered the frequency preferred by the stockholders. Abstentions and broker non-votes are not treated as votes cast, and therefore will have no effect on the proposal.
•
The approval of the amendment to the Hanesbrands Inc. 2020 Omnibus Incentive Plan as described in this Proxy Statement requires approval by a majority of the votes cast at the Annual Meeting. Accordingly, the number of shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal. Abstentions and broker non-votes are not treated as votes cast, and therefore will have no effect on the proposal.
|
|
|
|
| |
2023 Proxy Statement
|
| |
90
|
|
|
|
| |
2023 Proxy Statement
|
| |
91
|
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|
|
| |
2023 Proxy Statement
|
| |
92
|
|
|
AIP
|
| |
Annual Incentive Plan
|
|
|
Committee (or Talent and Compensation Committee)
|
| |
Talent and Compensation Committee of the Board of Directors
|
|
|
Adjusted EPS
|
| |
Diluted earnings per share from continuing operations, excluding actions and the tax effect on actions and excluding certain unusual or nonrecurring items and as adjusted to exclude the impact of businesses held for sale
|
|
|
LTIP
|
| |
Long-Term Incentive Program
|
|
|
Net organic sales
|
| |
Net sales excluding those derived from businesses acquired within the previous 12 months of a reporting date and as adjusted for businesses held for sale
|
|
|
Adjusted operating income
|
| |
Operating income, excluding certain unusual or nonrecurring items and as adjusted to exclude the impact of businesses held for sale
|
|
|
PSA
|
| |
Performance Share Award
|
|
|
RSU
|
| |
Restricted Stock Unit
|
|
|
SERP
|
| |
Supplemental Employee Retirement Plan
|
|
|
|
| |
2023 Proxy Statement
|
| |
93
|
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|
| |
2023 Proxy Statement
|
| |
94
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|
| |
2023 Proxy Statement
|
| |
95
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|
| |
2023 Proxy Statement
|
| |
96
|
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|
| |
2023 Proxy Statement
|
| |
97
|
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|
| |
2023 Proxy Statement
|
| |
98
|
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|
| |
2023 Proxy Statement
|
| |
99
|
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|
| |
2023 Proxy Statement
|
| |
100
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|
|
| |
2023 Proxy Statement
|
| |
101
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| |
2023 Proxy Statement
|
| |
102
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| |
2023 Proxy Statement
|
| |
103
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| |
2023 Proxy Statement
|
| |
104
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| |
2023 Proxy Statement
|
| |
105
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| |
2023 Proxy Statement
|
| |
106
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| |
2023 Proxy Statement
|
| |
107
|
|
Minimum 15 minutes delayed. Source: LSEG