UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.    )
☑   Filed by the Registrant ☐   Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑   Definitive Proxy Statement
☐   Definitive Additional Materials
☐   Soliciting Material under §240.14a-12
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Hanesbrands Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑   No fee required
☐   Fee paid previously with preliminary materials
☐   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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Message From Our
Chairman and Our Chief
Executive Officer
Dear Fellow Stockholders:
For more than 100 years, HanesBrands has delivered outstanding apparel with unmatched value and style. We have endured shifts in consumer demand, economic downturns and unprecedented global events. Despite those challenges, our consumers and customers around the world continue to trust our iconic brands for their comfort, quality and value. Through our unwavering commitment to execution and agility, we are seeing positive gains, which speaks to the strength of our global brands, our legacy and our dedicated associates.
We are moving our core fundamentals in the right direction to create long-term shareholder value. We exceeded our 2023 debt reduction target as a result of our focused capital allocation strategy. We continue to identify efficiencies, simplify our business, and eliminate costs allowing us to invest in our iconic brands. In 2023, cash flow and gross margin returned to historical levels, and we significantly reduced inventory ahead of schedule.
Last September, we announced that our Board of Directors and executive leadership team decided to undertake an evaluation of strategic alternatives for the global Champion business. As part of this process, the Board of Directors is considering a broad range of alternatives to maximize shareholder value, including, among others, a potential sale or other strategic transaction, as well as continuing to operate the business as part of HanesBrands. As the evaluation process continues, we remain committed to Champion’s growth globally, which includes structural improvements to the Champion business, accelerating and enhancing channel, mix and product segmentation, and positioning the business for long-term growth.
In 2023, we leveraged our global talent and our superior supply chain model to improve the speed at which we deliver new designs to our customers and consumers around the world. The Total Support Pouch expanded to seven countries, Hanes Originals is in five countries, and Maidenform M is in four countries. Our strategy behind reigniting our innerwear business resulted in retail space and market share gains, significant margin improvements, and attracted new, younger consumers despite a challenged consumer demand environment. We made significant progress elevating our products around the world by growing our innovation pipeline and leveraging our global design expertise.
The Hanes Originals product line and national media campaign launched in 2023 resulting in an incredible response from customers and consumers who recognized our commitment to pair comfort and value with youthful styles and innovation. We launched Maidenform M across retail channels, elevating the brand with bright colors, soft fabrics and youthful designs. Bonds Whoopsies, created by parents for parents, incorporated anti-odor and absorbency technology into reusable baby products. We introduced innovative materials into our products
that reduce microplastic pollution. We are excited about executing new media campaigns and introducing even more on-trend innovative, youthful styles in 2024.
Our commitment to sustainability and doing the right thing is driving meaningful progress toward our ambitious 2025/2030 goals. Thanks to our passionate associates around the world, we are improving the lives of millions of people and creating comfort in our communities. We are using sustainable cotton and other materials that are better for our environment, and we are proactively reducing emissions, waste, water use, packaging and plastics. Our A- score in the 2023 CDP Climate Change Report and 2023 CDP Water Security Report makes us a leader among industry peers and thousands of companies evaluated. Our investments in sustainability have saved millions of dollars since establishing our goals in 2020, including approximately $10 million in 2023. We are proud of the work being done to create a more comfortable world for every body. You can read more about our goals at HBISustains.com.
In 2023, our Board welcomed three new independent directors — Colin Browne, Natasha Chand and John Mehas — and appointed a new Chairman. Our diverse group of directors brings incredible energy and unique expertise in the apparel industry that significantly contributes to our growth strategy and value creation for stockholders. Former directors Cheryl Beebe and Ann Ziegler, and former Chairman Ron Nelson, retired from the Board last year and we thank them for their contributions.
Our 2024 Annual Meeting of Stockholders will be held on Monday, April 22, 2024, at 9:00 a.m. Eastern time. Our Annual Meeting of Stockholders will be held entirely online to allow for greater participation by all of our stockholders, regardless of their geographic location. Please see the Notice of Annual Meeting on page 2 for more information about how to virtually attend and participate in the Annual Meeting of Stockholders. Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, please vote at your earliest convenience.
We appreciate your confidence and continued support of HanesBrands.
Sincerely yours,
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William S. Simon
Chairman of the Board
of Directors
Stephen B. Bratspies
Chief Executive Officer
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2024 Proxy Statement
1

Notice of the 2024 Annual Meeting of Stockholders
Notice of the 2024 Annual
Meeting of Stockholders
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WHEN:
WHERE:
RECORD DATE:
April 22, 2024
9:00 a.m., Eastern time
The Annual Meeting will be held
exclusively online at
www.virtualshareholdermeeting.com/

HBI2024.
Stockholders of record at the close
of business on February 13, 2024
are entitled to notice of, and to
vote at, the Annual Meeting.
Purpose
Board Vote Recommendation
Page
Reference
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;
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FOR all ten director
nominees
17
2.
to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2024 fiscal year;
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FOR
40
3.
to approve, on an advisory basis, named executive officer compensation as disclosed in this Proxy Statement; and
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FOR
43
4.
to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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.
BY TELEPHONE
BY INTERNET
BY MAIL
In the U.S. or Canada, you can authorize a proxy to vote your shares toll-free by calling 1-800-690-6903.
You can authorize a proxy to vote your shares online at www.proxyvote.com.
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.
The Notice of Internet Availability of Proxy Materials, or this Notice of the 2024 Annual Meeting of Stockholders, this Proxy Statement and our 2023 Annual Report on Form 10-K are first being mailed to stockholders on or about March 11, 2024.
The Board of Directors is not aware of any matter that will be presented at the Annual Meeting that is not described above. If any other matter is properly presented at the Annual Meeting, the persons named as proxies on the proxy card will, in the absence of stockholder instructions to the contrary, vote the shares for which such persons have voting authority in accordance with their discretion on any such matter.
By Order of the Board of Directors
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MIRANDA J. STEPHANI
VP, Deputy General Counsel &
Corporate Secretary
March 11, 2024
Winston-Salem, North Carolina
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2024 Proxy Statement
2

Table of Contents
 
NOTICE OF THE 2024 ANNUAL MEETING OF
STOCKHOLDERS
2
4
17
18
28
28
29
30
32
37
39
40
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 40
41
42
PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 43
44
45
46
66
75
76
80
80
81
86
86
86
86
86
87
87
89

Proxy Summary
Proxy Summary
   
   
Item 1.
Election of Directors
[MISSING IMAGE: ic_roundtick-pn.jpg]The Board of Directors recommends a vote FOR the ten director nominees named below
[MISSING IMAGE: ic_arrow-pn.jpg]See page 17 for further information about our director nominees
DIRECTOR NOMINEES
Name
Occupation
Age
Director
Since
Independent
Other Public
Company
Boards
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Stephen B. Bratspies
Chief Executive Officer of Hanesbrands Inc.
56
2020
NO
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Geralyn R. Breig
President of Revlon North America
61
2018
YES
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Colin Browne
Former Chief Operating Officer of Under Armour, Inc.
59
2023
YES
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Natasha C. Chand
Principal at NoBo, LLC
50
2023
YES
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Mark A. Irvin
Executive Vice President and Chief Supply Chain Officer of Best Buy Co., Inc.
61
2023
YES
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James C. Johnson
Former General Counsel of Loop Capital Markets LLC
71
2006
YES
3
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John G. Mehas
CEO of Vineyard Vines, LLC
60
2023
YES
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Franck J. Moison
Former Vice Chairman of the Colgate-Palmolive Company
70
2015
YES
2
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Robert F. Moran
Chief Executive Officer of UNATION, Inc.
73
2013
YES
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William S. Simon
Former Executive Vice President of Walmart Stores, Inc. and former President and CEO of Walmart U.S.
64
2021
YES
2
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2024 Proxy Statement
4

Proxy Summary
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DIRECTOR NOMINEE SKILLS AND DIVERSITY
Stephen B. Brat­spies
Ger­alyn R. Breig
Colin Browne
Natasha C. Chand
Mark A. Irvin
James C. Johnson
John G. Mehas
Franck J. Moison
Robert F. Moran
Wil­liam S. Simon
Total Direc­tors
Skills and Qualifications
Chief Executive Officer Experience
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5/10
Governance, Compliance and Risk Oversight
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10/10
Financial/Accounting/Audit
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10/10
Apparel, Retail or Consumer Products Industry Experience
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10/10
Business Operations
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10/10
Strategy Development
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10/10
Supply Chain/Distribution/Manufacturing Experience
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9/10
Talent and Human Capital Management/Diversity, Equity & Inclusion Experience
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10/10
International Business Experience
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9/10
Chief Financial Officer Experience
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1/10
Gender
Women
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2/10
Men
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8/10
Race/Ethnicity
Racial/Ethnic Diversity
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3/10
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2024 Proxy Statement
5

Proxy Summary
   
   
Item 2.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm
[MISSING IMAGE: ic_roundtick-pn.jpg]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 2024 fiscal year.
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Item 3.
To approve, on an advisory basis, named executive officer compensation as disclosed in this Proxy Statement
[MISSING IMAGE: ic_roundtick-pn.jpg]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.
[MISSING IMAGE: ic_arrow-pn.jpg]See page 43 for further information about our executive compensation program
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2024 Proxy Statement
6

Proxy Summary
CORPORATE GOVERNANCE
We believe that strong corporate governance practices contribute to better results for stockholders. As described below, we maintain governance principles, policies, and practices that support Board and management accountability and serve the best interests of our organization, our stockholders, and other stakeholders.
Corporate Governance Overview
We have evaluated our governance practices against the Corporate Governance Principles published by the Investor Stewardship Group (“ISG”), a collective of some of the largest U.S.- based institutional investors and global asset managers, and found they were highly consistent. Our strong corporate governance policies and practices are disclosed throughout this proxy statement. The following table highlights some of the key ways that our governance practices are consistent with ISG’s Corporate Governance Principles. Overall, we believe our approach to governance strengthens the Board’s ability to provide meaningful oversight, review, and counsel to the Company, as it acts on behalf of all stockholders.
ISG Principle
Hanesbrands Practice
Principle 1
Boards are accountable to stockholders

Annual Board and committee self-assessments

Declassified Board – all Directors are elected annually

Proxy access for Director nominees

Individual Directors tender resignation if they fail to receive majority of votes cast

No poison pill

Disclosure of corporate governance and Board practices
Principle 2
Stockholders should be entitled to voting rights in proportion to their economic interest

One share, one vote

No disparate voting rights

No dual-class structure
Principle 3
Boards should be responsive to stockholders and be proactive in order to understand their perspectives

Directors available for stockholder engagement

Stockholder outreach process

Disclose key actions taken in response to stockholder feedback, including stockholder votes on proposals at the annual meeting
Principle 4
Boards should have a strong, independent leadership structure

Annual review and determination of leadership structure

Independent Chairman of the Board

Non-management directors meet regularly in executive session
Principle 5
Boards should adopt structures and practices that enhance their effectiveness

9 of 10 Director nominees are independent

All Board committees fully independent

Approximately 98% average attendance by incumbent Directors at Board and committee meetings in 2023

No “overboarded” Directors – no Director serves on more than three other public company boards of directors

Specified retirement age policy for Directors
Principle 6
Boards should develop management incentive structures that are aligned with the long-term strategy of the company

Board oversees executive compensation programs to align with long-term strategy of the Company

Combination of short- and long-term performance goals

Executive and Director stock ownership program and equity holding requirements

Hedging and pledging of company stock is prohibited

Our annual “Say on Pay” advisory vote received approximately 93% support in 2023 (including abstentions and excluding broker non-votes).
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2024 Proxy Statement
7

Proxy Summary
ESG AND SUSTAINABILITY HIGHLIGHTS
OUR COMMITMENT
Investing in corporate responsibility and sustainability is core to our business strategy and reflects our continued commitment to create a more comfortable world for every body. We maintain a values-based approach to sustainability — accountability, inclusion, teamwork, excellence and integrity — and continue to focus our efforts in areas addressed by the United Nations’ Sustainable Development Goals, including good health and wellbeing, quality education, gender equality, climate action, clean water and sanitation, affordable and clean energy, economic growth, reduced inequalities, and responsible consumption and production.
Our ESG and sustainability strategy is integrated throughout our organization and is framed in three pillars that form the foundation of our long-term sustainability goals.
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By 2030, we aim to 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.
By 2030, we aim to 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.
By 2025, we aim to eliminate all non-commonly recyclable or compostable single-use plastics and reduce packaging weight by at least 25%. By 2030, we aim to move to 100% recycled/degradable polyester and sustainable cotton.
PEOPLE—By focusing on comfort (comforting people during times of need, crisis and uncertainty), inclusion (advancing diversity, equity and inclusion through education and youth sports), and health (creating healthier communities by bringing medical care to those in need), we promote our value of “do what’s right,” which underpins all of our sustainability efforts and corporate responsibility.
PLANET—By focusing on climate, water, wastewater and chemical management, we aim to reduce our greenhouse gas and water footprint, both in production of raw materials and throughout the entire manufacturing process, while advancing energy-efficiency practices across our operations.
PRODUCT—By focusing on more sustainable fibers, particularly cotton and polyester, we aim to reduce the impact of the products we make and meet the needs of consumers who increasingly desire sustainable products. By focusing on packaging improvements, we are able to reduce the weight of corrugate, paper board, and other materials while helping deliver products safely to consumers in a low-carbon, low-waste economy, all while generating cost savings. We continue to improve our manufacturing steps to reduce waste overall, find ways to repurpose certain waste streams, and establish local recycling partnerships to divert waste from landfills.
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2024 Proxy Statement
8

Proxy Summary
OUR PROGRESS
HanesBrands seeks to be an industry leader in climate, human rights, water and elimination of waste, as well as diversity, inclusion, and equality. In 2020, we announced bold commitments under our People, Planet and Products initiatives which included detailed plans and goals to improve the lives of millions of people, reduce our water and energy footprint with innovative climate solutions, and devote ourselves to more sustainable materials and product packaging. We regularly report our progress against these goals and other key metrics on our sustainability website, www.hbisustains.com.
2023 Key Accomplishments

More than $10M total sustainability 2023 savings

Met or exceeded most of our 2023 sustainability milestones

Received SBTi approval of our 2030 Scope 1, 2 & 3 GHG emission reduction goals

Received A- score in CDP Climate Change Report and Water Security Report

Awarded 14th consecutive Energy Star Sustained Excellence/Partner of the Year Award
2024 Outlook

Continue philanthropic efforts in the themes of comfort, inclusion and health

Focus on our Scope 3 greenhouse gas inventory and reduction of Scope 3 impacts

Continue our progress on packaging and waste reduction

Drive consumer and other stakeholder awareness of our progress on our sustainability initiatives
ESG OVERSIGHT AND GOVERNANCE
The Board of Directors and its committees oversee the development and execution of our Environmental, Social and Governance (ESG) strategy, including oversight of our policies, programs and initiatives related to environmental sustainability, health and safety, and diversity, equity and inclusion. Our Governance and Nominating Committee coordinates the Board’s ESG oversight responsibilities, with support from the Audit Committee and the Talent and Compensation Committee. These oversight responsibilities include assessing and reviewing the relevant ESG risks, opportunities and disclosure obligations as set forth in greater detail below.
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Our Governance and Nominating Committee
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Our Talent and Compensation Committee
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Our Audit Committee
Coordinates oversight of our ESG strategy and communications, as well as our corporate governance policies and practices; also assesses whether relevant ESG risks, opportunities and disclosure obligations are regularly reviewed and considered by the appropriate Board committees.
Is primarily responsible for the “People” pillar of our ESG strategy, which includes oversight of diversity, equity and inclusion, talent development, labor management supply chain labor standards, and health and safety.
Has primary responsibility for the Planet and Product pillars of our ESG strategy, including the aspects of our ESG strategy designed to address risks and strategies related to climate change, water usage, waste management, greenhouse gas emissions, chemical management, raw material sourcing product, packaging, and product liability.
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2024 Proxy Statement
9

Proxy Summary
COMPENSATION HIGHLIGHTS
BUSINESS STRATEGIES AND PRIORITIES
We make everyday apparel that is known and loved by consumers around the world for comfort, style, quality, innovation, and value. Among our iconic brands are Hanes, the leading basic apparel brand in the United States; Champion, an innovator at the intersection of lifestyle and athletic apparel; Maidenform, America’s number one shapewear brand; Bali, America’s number one national bra brand; and Bonds, Australia’s largest and most well-known innerwear brand, which is setting new standards for design and sustainability. We employ approximately 48,000 associates in approximately 30 countries and have built a strong reputation for ethical business practices.
Our business strategy integrates our brand superiority, industry-leading innovation and low-cost global supply chain to provide higher value products while lowering production costs. Our growth plan is designed to re-energize and reignite our Innerwear business by delivering consumer-driven innovation and attracting younger consumers; to grow the Champion brand through improved product and channel segmentation and expanding the brand across categories and geographies; to become a more consumer-focused organization that delivers products consumers want; and, to simplify our business and our portfolio.
We’re proud of our accomplishments. In 2023, we:

Gained market share in both men’s and women’s U.S. Innerwear business, including strong gains in the second half of the year with younger consumers, which was driven by consumer-led innovation

Launched Maidenform M to strong initial consumer response, and expanded Hanes Originals and the Total Support Pouch to five and seven countries, respectively, thanks to positive consumer response

Simplified our business by improving inventory management capabilities, including SKU reduction and disciplined lifecycle management, as well as globalizing our innerwear design and innovation processes

Simplified our portfolio by selling our U.S. sheer hosiery business
We are aware that work remains to be done with the global Champion business, and we are continuing to explore strategic alternatives for the brand as we previously announced. However, we believe we are well positioned for continued margin improvement, strong cash generation, continued debt reduction and further market share gains in innerwear.
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2024 Proxy Statement
10

Proxy Summary
FINANCIAL HIGHLIGHTS

Achieved goal to return gross margin to pre-inflation level by end of 2023.   Entering 2023, we set a goal to exit the year with gross margin returning to the high 30% range. We exceeded that goal and reached gross margin of 38.1% in fourth-quarter 2023, which was 400 basis points over prior year and was 570 basis points above first-quarter 2023.

Re-igniting our Innerwear business behind consumer-focused initiatives.   Our U.S. Innerwear business gained market share in both its men’s and women’s businesses in 2023. These gains were driven by key consumer-led innovations, including the multi-category launch of our Hanes Originals products and the launch of Maidenform M, permanent retail space gains, and increased brand marketing investments, as well as improved on-shelf product availability. Revenue from new product innovation was up more than 40% in 2023. For 2024, the Company has a robust pipeline of innovation launches spanning its global brand portfolio, including new products within Hanes, Bonds and Bali.

Cost reduction.   We reduced SG&A expenses in 2023 compared to prior year, largely driven by cost savings initiatives. For 2024, we remain committed to continued cost reduction, and we believe we’re well positioned for continued margin improvement.

Exceeded goals of generating $500 million of operating cash flow and paying down $400 million of debt.   In 2023, we generated $562 million of cash from operations driven by various initiatives to unlock working capital. Through disciplined inventory management, we reduced inventory 31%, or $612 million, compared to prior year. Through strong positive cash generation, we also paid down paid down over $500 million of debt in 2023, exceeding our goal by over $100 million. We also further strengthened our liquidity position to more than $1.3 billion as of the end of 2023.

Initiated evaluation of strategic alternatives for the global Champion business.   As part of our ongoing effort to maximize shareholder value, in September 2023, we announced that we initiated an evaluation of strategic alternatives for our global Champion business, including, among others, a potential sale or continuing to operate the business as part of HanesBrands.
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Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
We ask our stockholders annually to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”). Our Board, primarily through the Talent and Compensation Committee, defines and oversees our executive compensation program, which is based on a pay-for-performance philosophy and designed to accomplish the following goals:
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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
Consistent with these goals, our compensation program has been designed with a view toward linking a significant portion of each NEO’s compensation to their individual performance and our performance over both short- and long-term periods. Please see the Compensation Discussion and Analysis beginning on page 45 and the related Executive Compensation Tables beginning on page 66 for additional details about our executive compensation program including information about our NEOs’ compensation for 2023.
2023 TARGET COMPENSATION MIX
Compensation Element
Key Features
Objectives
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 2023-2025 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
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Proxy Summary
FISCAL 2023 TOTAL TARGET DIRECT COMPENSATION
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The chart above with respect to the NEOs other than our Chief Executive Officer disregards Michael Dastugue, who resigned from his position as our Chief Financial Officer effective February 28, 2023 and was not eligible for long-term incentive program awards for 2023. For purposes of calculating the average compensation amounts for the other NEOs, M. Scott Lewis’ target AIP award amount reflects mid-year adjustments in connection with his appointment as Chief Financial Officer, and his target RSU and PSA amounts assume a full fiscal year at the levels set in connection with his appointment as Chief Financial Officer. The RSUs and PSAs actually awarded to Mr. Lewis during fiscal 2023 differ from these target amounts, due to his mid-year appointment as Chief Financial Officer.
The percentage of our Chief Executive Officer’s performance-based and at-risk compensation is the highest of our NEOs, reflecting the position’s highest level of responsibility and accountability for results. Performance-based and at-risk compensation comprises 76% of the average total target direct compensation of our other NEOs. Because the value of such compensation depends on Hanesbrands’ achievement of key annual results and strategic long-term business objectives and/or is tied to changes in our stock price, our NEOs’ actual compensation could be materially higher or lower than targeted levels.
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Proxy Summary
HUMAN CAPITAL MANAGEMENT HIGHLIGHTS
Culture and Engagement
Our company culture is reflected in our purpose — “Creating a More Comfortable World for Every Body” — and in our values — “Do What’s Right, Act Like Owners, Play to Win, Create Opportunity for All.”
In 2023, we conducted an employee engagement survey globally. The survey results indicated that we excel in areas including: overall engagement, clear expectations and a link between employees’ work and the company’s goals and objectives, understanding strategic goals of the organization, and employees finding their jobs challenging and interesting.
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Training
HBI University offers a wide range of training opportunities to our associates, both online and in-person. Through our HBI-U global learning platform, associates can access over 60,000 micro-learning modules on leadership, cultural topics, and functional and managerial skills. In addition, we provide monthly curated trainings to our corporate associates to develop their business and technical skills. Our commitment to diversity and inclusion is reflected in our monthly trainings within our corporate offices. We also have a new Leading with Impact leadership training for all managers and senior managers. In 2023, we expanded our top talent global professional development program to include our director-level employees, after successfully launching it to our vice presidents in 2021.
Education and Development
In 2023, we provided education assistance and training in Central America and the Caribbean to nearly 4,000 associates and more than 1,120 family members in areas such as technical skills, leadership and management, emotional intelligence, business acumen and language skills. We were pleased that 1,000 family members benefited from our English for Your Family Program, and 120 family members directly benefited from our Community Scholarship Program, enabling access to educational opportunities. A total of 437 associates were impacted through our Educational Program, with 402 enrolled in high school programs, 28 pursuing college degrees and 37 striving for master’s degrees. 72 associates are currently enrolled in the Lean Six Sigma Academy through HBI University. Moreover, 500 associates were trained in Agile Development Teams in 2023, resulting in strong improvements in key performance indicators such as efficiency, absenteeism, and work climate.
In 2022, we launched our mentoring program, and in 2023, we expanded it by requiring all director-level employees and above to establish at least one mentoring relationship. We also provide career opportunities with our high potential associates through lateral job moves, special assignments and job shadowing.
Benefits
We provide a comprehensive benefits package offering competitive pay and benefits at all levels, and we continually look to enhance and support our offerings. Many of our corporate and facility-based associates have access to on-site health clinics that provide high quality services, and in some instances, these health services are available to family members. We also offer health and wellness coaching programs aimed at improving the overall health and wellbeing of all associates.
In 2023, we added additional medical and supplemental health plan options for U.S. associates with a focus on affordability and expanded coverage. Our European associates were able to participate in quarterly events and education regarding resources and tools available to associates for personal and professional assistance through our International Employee Assistance Program.
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Proxy Summary
Health & Safety
The health and safety of associates is a top priority. Our Occupational Safety and Health Administration (“OSHA”) recordable rate was 0.33, compared to 0.27 for the prior year. We engage in health and safety operating procedures to ensure access to care, including onsite wellness clinics and mental health resources.
Diversity & Inclusion
As a global company operating in approximately 30 countries on six continents, our employees represent different backgrounds, ethnicities, cultures, religions, genders, sexual orientations and ages. We believe these different perspectives strengthen our business and we strive to build an inclusive culture. As of December 30, 2023, our global workforce was approximately 30% male and 70% female, and of our domestic workforce, our employees were approximately 52% white, approximately 22% Black or African American, approximately 17% Hispanic, approximately 4% Asian, approximately 1% American Indian or Alaskan Native and approximately 3% two or more races or other. As of December 30, 2023, our representation of people of color at the senior manager and above levels within our U.S. workforce remained at approximately 19%, and representation of women at the senior manager and above levels within our U.S. workforce was approximately 52% (as compared to 50% in 2022).
In the U.S., our Business Resource Groups have been instrumental in promoting community volunteerism, professional development, and fostering an inclusive culture. In 2023, we maintained our Inclusion Council, which serves as a bridge between our various Business Resource Groups and our CEO, providing valuable insights into our company culture.
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Voting Items
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Proposal 1 — Election of Directors
Proposal 1 — Election of Directors
Our Board of Directors has proposed ten nominees for election to the Board. Each of our Directors is elected to serve until the next Annual Meeting of Stockholders or until their successor is duly elected and qualified. If a nominee is unavailable for election, proxy holders may vote for another nominee proposed by the Board or, as an alternative, the Board may reduce the number of Directors to be elected at the Annual Meeting. Each nominee has agreed to serve on the Board if elected. The following information regarding each nominee for election has been confirmed by the applicable nominee for inclusion in this Proxy Statement.
The ten nominees for election at the Annual Meeting possess experience and qualifications that our Governance and Nominating Committee believes will allow them to make substantial contributions to the Board. In selecting nominees to the Board, we seek to ensure that our Board collectively has a balance of experience and expertise, including chief executive officer experience, chief financial officer experience, international expertise, deep experience in the consumer products industry, corporate governance expertise and expertise in other functional areas that are relevant to our business. For more information about the process by which the Governance and Nominating Committee identifies candidates for election to the Board, please see “Director Nomination Process” on page 28.
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Proposal 1 — Election of Directors
NOMINEES FOR ELECTION
Stephen B. Bratspies
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Age: 56
Director Since: 2020
Committee Membership: None
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, 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, global sourcing, strategic planning, consumer products, and a key understanding of large publicly traded company business issues.
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Proposal 1 — Election of Directors
Geralyn R. Breig
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Age: 61
Director Since: 2018
Committee Membership: Governance and Nominating (Chair), Audit
Independent Director
Experience

President, Revlon North America (2023 to current)

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, 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, including deep insights into sales, marketing and operations, 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. Her strong experience in governance and risk oversight enable her to serve effectively as Chair or the Governance and Nominating Committee.
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Proposal 1 — Election of Directors
Colin Browne
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Age: 59
Director Since: 2023
Committee Membership: Audit
Independent Director
Experience

Chief Operating Officer, Under Armour, Inc. (2020 to 2023; Interim President and Chief Executive Officer (2022 to 2023); Chief Supply Chain Officer (2017 to 2020); President Global Sourcing (2016 to 2017)

Vice President and Managing Director — Asia Sourcing, VF Corporation (2013 to 2016); Vice President of Sourcing — Footwear (2011 to 2013)

Executive Vice President of Footwear and Accessories, Li & Fung USA (2010 to 2011)

Chief Executive Officer — Asia, Pentland Brands PLC (2006 to 2010)
Other

Director, Worldly (formerly Higg) (2023 to current)

Co-Chairman, Digital Supply Chain Institute (2020 to current)
Reason for Nomination: Mr. Browne’s career as an executive officer at prominent apparel, retail and supply chain companies enables him to bring deep insights into oversight of the Company’s business. Through his experience, Mr. Browne contributes significant expertise in the areas of supply chain management, logistics, sourcing, and distribution, as well as operational efficiencies. His valuable experiences in senior positions at public companies also position him to advise senior management on many elements of the Company’s operations.
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Proposal 1 — Election of Directors
Natasha C. Chand
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Age: 50
Director Since: 2023
Committee Membership: Governance and Nominating, Talent and Compensation
Independent Director
Experience

Principal, NoBo, LLC (2022 to current)

Co-Founder and Leader, Softlines Private Brands, Amazon.com, Inc. (2016 to 2021); Director & Category Leader, Sporting Goods (2014 to 2016)

Executive Vice President of Menswear, Target Australia Pty Ltd (2012 to 2014)

Various Leadership Positions, Levi Strauss & Co. (2005 to 2012)
Other

Independent Board Director, Fair Trade USA (2022 to current)
Education

M.B.A., Stanford University

H.B.A., University of Western Ontario
Reason for Nomination: Ms. Chand has held a variety of senior leadership positions with a focus on consumer business and technology. Her experience in these positions sharpened her expertise in the areas of building, leading and scaling consumer brands. Ms. Chand also has significant experience in the operations of retail and apparel companies, enabling her to bring deep insights into key elements of the Company’s core business. Her strong understanding of matters in the areas of global business operations and strategy development contribute to the Board of Directors’ oversight of these important areas of the Company’s operations.
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Proposal 1 — Election of Directors
Mark A. Irvin
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Age: 61
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 Senior Supply Chain Leadership 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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Proposal 1 — Election of Directors
James C. Johnson
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Age: 71
Director Since: 2006
Committee Membership: Talent and Compensation (Chair), Governance and Nominating
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, including as chairman of compensation and governance committees, he has developed extensive 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 Talent and Compensation Committee.
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Proposal 1 — Election of Directors
John G. Mehas
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Age: 60
Director Since: 2023
Committee Membership: Talent and Compensation
Independent Director
Experience

Chief Executive Officer, Vineyard Vines, LLC (2022 to current)

Chief Executive Officer, Victoria’s Secret Lingerie (2019 to 2020)

President, Tory Burch, LLC (2017 to 2019)

Group President, Ralph Lauren Kids (2015 to 2017)

Chief Executive Officer and President, Club Monaco (2001 to 2017)
Other

Director, Vineyard Vines, LLC (2022 to current)
Education

B.A., University of Toledo
Reason for Nomination: Mr. Mehas has held senior executive leadership positions at several of the world’s most iconic and recognizable apparel brands and consumer goods companies, which positions 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. Mehas’s extensive senior leadership skills and chief executive officer experience at other consumer-facing companies further enable him to contribute in the areas of strategic planning, financial management, corporate risk management and corporate governance. In addition to his strong skillset and experience, Mr. Mehas has been nominated for election to the Company’s Board of Directors pursuant to a cooperation agreement between the Company and Barington Capital Group, L.P. and certain of its affiliates.
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Proposal 1 — Election of Directors
Franck J. Moison
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Age: 70
Director Since: 2015
Committee Membership: Audit, Talent and 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 Directors’ 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 Directors’ perspectives on areas of corporate governance, financial management and risk management.
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Proposal 1 — Election of Directors
Robert F. Moran
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Age: 73
Director Since: 2013
Committee Membership: Audit (Chair), Talent and Compensation
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. (2009 to 2013); Chief Executive Officer (2009 to 2013); Chief Operating Officer (2001 to 2009); President, North American Stores (1999 to 2001)

President, Toys “R” Us (Canada) Ltd. (1998 to 1999)

President & Chief Executive Officer, Sears de Mexico (1996 to 1998)

Executive Vice President & Chief Financial Officer, Sears de Mexico (1995)
Other Public Company Boards

GNC Holdings, Inc. (2013 to 2019)

PetSmart, Inc. (2009 to 2013)

Payless, Inc. (2005 to 2012)
Other

UNATION, Inc. (2021 to current)

The Fressnapf Group (2013 to current)

Member, Board of Trustees, University of Villanova
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, in addition to his chief financial officer experience, 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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Proposal 1 — Election of Directors
William S. Simon
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Age: 64
Director Since: 2021
Committee Membership: None
Independent Director
Chairman of the Board
Experience

Executive Advisor, K.K.R. & Co (2015 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

Pitney Bowes Inc. (2024 to current)

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. His many top leadership roles and relevant public company board service enable him to serve and lead effectively as Chairman of the Board.
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
DIRECTOR NOMINATION PROCESS
The Governance and Nominating Committee (“G&N Committee”) is responsible for screening potential director candidates and recommending qualified candidates to the full Board of Directors for nomination. The G&N Committee will consider director candidates proposed by the Chief Executive Officer, by any director or by any stockholder. From time to time, the G&N Committee also retains search firms to assist in identifying and evaluating a diverse slate of director nominees, as it did in 2023 as part of the Board’s refreshment efforts. Each of the nominees for election at this Annual Meeting, other than Mr. Browne, Ms. Chand and Mr. Mehas, have been previously elected by our stockholders.
In evaluating potential director candidates, the G&N Committee seeks to present candidates to the Board of Directors who have distinguished records of leadership and success in his/her area of expertise and who will make substantial contributions to the Board of Directors. The G&N Committee considers the following qualifications listed in our Corporate Governance Guidelines:

personal and professional ethics and integrity

diversity among the existing Board members, including race, ethnicity, and gender

specific business experience and competence, including:

experience in 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 fulfill his or her duties and responsibilities effectively and a commitment to service on the Board of Directors
Any recommendation submitted by a stockholder to the G&N Committee should include information relating to each of the required qualifications for the potential candidate along with the other information specified in our bylaws for stockholder nominations. The G&N Committee applies the same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources. Suggestions regarding potential director candidates, together with the required information described above, should be submitted in writing to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary. Stockholders who want to directly nominate a director for consideration at next year’s Annual Meeting should refer to the procedures described under “Stockholder Proposals and Director Nominations for Next Annual Meeting” on page 87.
We believe that diversity further strengthens the Board’s effectiveness as it carries out its oversight role. Accordingly, diversity has been and continues to be a significant focus of our Governance and Nominating Committee as it identifies and evaluates director nominees, and it is one of the criteria that our Corporate Governance Guidelines require the Committee consider in that process. The G&N Committee and the Board consider diversity to include not only gender, race and ethnicity, but also differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to an active and effective Board. The G&N Committee evaluates the effectiveness of its activities under this policy through its annual review of Board composition, which considers whether the current
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CORPORATE GOVERNANCE
composition of the Board adequately reflects the balance of qualifications discussed above, including diversity, prior to recommending nominees for election. In this regard, the Board believes its efforts have been effective based on the current composition of the Board.
Our Corporate Governance Guidelines provide that a director who reaches the age of 74 should submit a letter of resignation to the G&N Committee, on an annual basis, to be effective upon acceptance by the Board. Such letters of resignation will be considered by the G&N Committee, and the Board will determine whether to accept such letter of resignation, taking into account the recommendation of the G&N Committee.
Director Independence
In order to assist our Board of Directors in making the independence determinations required by New York Stock Exchange (“NYSE”) listing standards, the Board has adopted categorical standards of independence. These standards, which are contained in our Corporate Governance Guidelines, are available on our corporate website, www.Hanes.com/investors. The Board has determined that nine of the ten current members of our Board of Directors, Ms. Breig, Mr. Browne, Ms. Chand, Mr. Irvin, Mr. Johnson, Mr. Mehas, Mr. Moison, Mr. Moran and Mr. Simon, are independent according to NYSE listing standards and our Corporate Governance Guidelines. In determining director independence, the Board did not discuss, and was not aware of, any related person transactions, relationships or arrangements that existed with respect to any of these directors.
Our Audit Committee charter requires that all of the members of the Audit Committee be independent under NYSE listing standards and the rules of the Securities Exchange Commission (“SEC”). The Board has determined that each of the current members of our Audit Committee and those serving during our 2023 fiscal year is an independent director under NYSE listing standards and meets the enhanced standards of independence applicable to audit committee members under applicable SEC rules. The Board has also determined that Mr. Moran qualifies as an “audit committee financial expert” under applicable SEC rules.
Our Talent and Compensation Committee charter requires that all of the members of the Talent and Compensation Committee be independent under NYSE listing standards, including the enhanced independence requirements applicable to Talent and Compensation Committee members and “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that each of the current members of our Talent and Compensation Committee and those serving during our 2023 fiscal year is an independent director under NYSE listing standards and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act.
Our Governance and Nominating Committee charter requires that all members of the Governance and Nominating Committee be independent under NYSE listing standards. The Board has determined that each of the current members of our Governance and Nominating Committee and those serving during our 2023 fiscal year is an independent director under NYSE listing standards.
THE BOARD’S ROLE AND RESPONSIBILITIES
Overview
The Board of Directors is elected by our stockholders to oversee their interests in the long-term health and the overall success of our business. The Board serves as the ultimate decision-making body, except for those matters reserved to or shared with our stockholders. The Board oversees the business of the Company, as conducted by the members of Hanesbrands’ senior management. In carrying out its responsibilities, the Board reviews and assesses the Hanesbrands long-term strategy and its strategic, competitive and financial performance.
In 2023, our Board of Directors met sixteen times and held regularly scheduled executive sessions without management, presided over by our independent Chairman of the Board. In addition, our Audit Committee met nine times, our Governance and Nominating Committee met six times and our Talent and Compensation Committee met five times. Directors are expected to make every effort to attend the Annual Meeting, all Board meetings and the meetings of the committees on which they serve. All of our directors at the time of our 2023 Annual Meeting of Stockholders attended that Annual Meeting, and each director attended over 75% of the meetings of the Board and of the committees of which they were a member.
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RISK OVERSIGHT
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:
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The Governance and Nominating Committee
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The Talent and Compensation 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.

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.
   
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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. Our enterprise risk management program 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 applicable laws and regulations and the frameworks developed by the Taskforce on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) frameworks.

Additionally, in furtherance of the Audit Committee’s oversight of cybersecurity risks, the committee receives regular reports from our Chief Information Officer and Chief Information Security Officer regarding technology and cybersecurity updates.
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 technology and cybersecurity matters, 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 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 receives reports from our Chief Executive Officer and other executive officers as appropriate with respect to our climate-related risks, sustainability initiatives and progress toward our long-term sustainability goals.
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Talent Management and Succession Planning
On an annual basis, succession planning for the position of Chief Executive Officer, as well as certain other senior management positions, is discussed by the Board. Our Chief Executive Officer annually provides the Board with an assessment of executives holding those senior management positions and their potential to succeed him. Our Chief Executive Officer also provides the Board with an assessment of persons considered potential successors to those senior managers. The Board assesses this data in concert with their specific impressions of senior management performance. This assessment, combined with the knowledge of the external landscape for executive talent, has proven successful for the Board and the Chief Executive Officer in planning for succession in key positions.
Communicating with our Board of Directors
Any stockholders or interested parties who wish to communicate directly with our Board, with our non-management directors as a group or with our independent Chairman, may do so by writing to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary. Stockholders or other interested parties also may communicate with members of the Board by sending an e-mail to our Corporate Secretary at corporate.secretary@hanes.com. To ensure proper handling, any mailing envelope or e-mail containing the communication intended for the Board must contain a clear notation indicating that the communication is a “Stockholder/Board Communication” or an “Interested Party/Board Communication.”
The Governance and Nominating Committee has approved a process for handling communications received by the Company and addressed to the Board, the independent Chairman or to non-management directors. Under that process, our Corporate Secretary reviews all correspondence and regularly forwards to the Board copies of correspondence that, in her opinion, deals with the functions of the Board or its Committees or that she otherwise determines requires their attention. Advertisements, solicitations for business, requests for employment, requests for contributions, matters that may be better addressed by management, or other inappropriate material will not be forwarded to our directors.
Stockholder Engagement
Engagement with stockholders is a key aspect of our corporate governance program. We engage in productive conversations with our stockholders to consider a diversity of perspectives on issues including strategy, business performance, risk, culture, and ESG matters. This stockholder engagement program complements the ongoing dialogue throughout the year among stockholders and our Chief Executive Officer, Chief Financial Officer, and investor relations team on our long-term strategy, business results, operations, and outlook. In 2023, members of management engaged or reached out to a cross-section of stockholders owning over 60% of Hanesbrands shares. To communicate broadly with our stockholders, we also seek to transparently share ESG and other information relevant to our stockholders through www.ir.hanesbrands.com, www.hbisustains.com, our Annual Report, and this Proxy Statement.
We expect all of our directors to attend our annual meetings of stockholders. Between annual meetings, we expect our management to engage with stockholders on a regular basis at industry and financial conferences, road shows and one-on-one meetings.
On November 16, 2023, we entered into a cooperation agreement (the “Cooperation Agreement”) with Barington Capital Group, L.P. and certain affiliates (collectively, “Barington”) regarding the composition of our Board of Directors and related matters. The term of the Cooperation Agreement ends on the date that is 30 days prior to the notice deadline under our Amended and Restated Bylaws for the submission of stockholder director nominations with respect to our 2025 Annual Meeting of stockholders (the “Cooperation Period”), unless earlier terminated. Under the Cooperation Agreement, we agreed to appoint Mr. Mehas as a new independent director and to include Mr. Mehas among the Company’s slate of director nominees for election at the Annual Meeting. During the Cooperation Period, Barington agreed to vote all of its shares of the Company’s common stock (and the shares of its affiliates):
(i)
for the election of directors nominated by the Board at the Annual Meeting;
(ii)
against any stockholder nominations for directors that are not approved and recommended by the Board for election;
(iii)
against any proposals to remove any member of the Board; and
(iv)
for all other Board-recommended proposals or business subject to stockholder action, subject to certain exceptions set forth in the Cooperation Agreement.
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Barington also agreed to certain customary standstill restrictions during the Cooperation Period, including, among other things, restrictions against acquiring any shares of common stock that would result in Barington beneficially owning more than 5.0% of the Company’s outstanding common stock, soliciting proxies, making stockholder proposals and nominating directors for election to the Board.
Also under the Cooperation Agreement, Barington Companies Management, LLC agreed to serve as an advisor to the Company (the “Advisor”) during the Cooperation Period. The Advisor will provide advisory services to us from time to time regarding the Company’s business, operations, strategic and financial matters, corporate governance and the composition of the Board. The Company will pay the Advisor a fee of $20,000 per month during the time it serves as the Advisor. After five months from the effective date of the Cooperation Agreement, the Advisor may, upon receipt of such written termination notice to the Company, terminate its agreement to serve as the Advisor. In accordance with the terms of the Cooperation Agreement, any termination will also result in the termination of the Cooperation Agreement upon the later of 30 days following the receipt of such written notice and the written certification of Barington’s compliance with certain confidentiality-related provisions.
BOARD STRUCTURE AND PROCESSES
Board Leadership Structure
Our Board leadership structure consists of:
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William S. Simon
Chairman of the Board
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Stephen B. Bratspies
Chief Executive Officer
FULLY INDEPENDENT AUDIT, TALENT AND COMPENSATION AND GOVERNANCE AND NOMINATING COMMITTEES
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Robert F. Moran
Chair of the Audit
Committee
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James C. Johnson
Chair of the Talent
and Compensation
Committee
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Geralyn R. Breig
Chair of the
Governance and
Nominating
Committee
Our Corporate Governance Guidelines provide that the Governance and Nominating Committee will from time to time consider whether the positions of Chairman of the Board and Chief Executive Officer should be held by the same person or by different persons. The Board believes it is in the best interests of our Company to make this determination from time to time based on the position and direction of our Company and the constitution of the Board and management team rather than based on any self-imposed requirement, which the Board does not have. The Board determined to split the roles of Chairman and Chief Executive Officer in 2016.
Mr. Simon has served as Chairman of the Board since 2023. He has served as a Hanesbrands director since 2021. During his tenure, Mr. Simon has actively served on all three Board Committees. The Board believes that Mr. Simon brings significant experience and knowledge to the Chairman role, given his experience in the retail, apparel and consumer products industries.
As detailed in the following summary, the Chairman of the Board has many important duties and responsibilities that enhance the independent oversight of management.
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CORPORATE GOVERNANCE
The Chairman of the Board chairs all meetings of the non-management and independent directors in executive session and also has other authority and responsibilities, including:

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
Our independent directors take an active role in overseeing our management and key issues related to strategy, risk, integrity, compensation and governance. For example, only independent directors serve on the Audit Committee, Talent and Compensation Committee and Governance and Nominating Committee. Non-management and independent directors also regularly hold executive sessions outside the presence of our Chief Executive Officer and other Hanesbrands employees. If the Chairman of the Board is not an independent director, the Board will elect one of our independent directors to serve as Lead Director. The Lead Director will undertake all of the duties of the Chairman of the Board described above during any period when the Chairman of the Board is an officer or employee of the Company.
We believe our Board’s leadership structure is best suited to the needs of the Company at this time.
Board and Committee Evaluation Process
Our Corporate Governance Guidelines require the Board to annually evaluate its own performance. In addition, the charters of each of the Audit Committee, Talent and Compensation Committee and Governance and Nominating Committee require the committee to conduct an annual performance evaluation. The Board engages in a robust written self-evaluation process to discharge these obligations. From time to time, the Board may engage a third party to conduct an external Board performance evaluation. The Governance and Nominating Committee oversees the annual assessment process on behalf of the Board and the implementation of the annual assessments by the committees.
Committees of the Board of Directors
Our Board of Directors has three standing committees: the Audit Committee, the Talent and Compensation Committee and the Governance and Nominating Committee. The directors listed in the committee memberships described below, and the chairs of the Audit Committee, the Talent and Compensation Committee and the Governance and Nominating Committee, served or will serve as noted below.
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CORPORATE GOVERNANCE
AUDIT COMMITTEE
Members:
Robert F. Moran, Chair
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Geralyn R. Breig
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Colin Browne
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Franck J. Moison
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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

oversees, and receives frequent updates regarding, the Company’s Global Ethics and Compliance program
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.
Under SEC rules and the Audit Committee’s charter, the Audit Committee must prepare a report that is to be included in our Proxy Statement relating to the Annual Meeting of Stockholders or our Annual Report on Form 10-K. This report is provided under “Audit Committee Report” on page 41. In addition, the Audit Committee must review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor and recommend, based on its review, that the Board of Directors include the annual financial statements in our Annual Report on Form 10-K.
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CORPORATE GOVERNANCE
TALENT AND COMPENSATION COMMITTEE
Members:
James C. Johnson, Chair
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Natasha C. Chand
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John G. Mehas
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Franck J. Moison
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Robert F. Moran
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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 44.
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

reviewing and approving the adoption or revision of any clawback policy allowing the Company to recoup incentive compensation received by employees, and administering the policy as it applies to executive officers

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 45.
Talent and Compensation Committee Interlocks and Insider Participation. All members of the Talent and Compensation Committee during our 2023 fiscal year were, and that have been appointed for 2024 are, independent directors, and no member was an employee or former employee of Hanesbrands. No member of the Talent and Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related party transactions and no interlocking relationship existed between our Board of Directors or Talent and Compensation Committee and the board of directors or talent and compensation committee of any other company.
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CORPORATE GOVERNANCE
GOVERNANCE AND NOMINATING COMMITTEE
Members:
Geralyn R. Breig, Chair
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Natasha C. Chand
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Mark A. Irvin
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James C. Johnson
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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 updates on the Company’s sustainability and Global Ethics and Compliance programs, which includes information on our progress towards achieving our long-term sustainability goals.
For more information on the Governance and Nominating Committee, please see page 28.
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CORPORATE GOVERNANCE
DIRECTOR COMPENSATION
How We Make Director Compensation Decisions
The Talent and Compensation Committee is responsible for recommending changes in non-employee director compensation for approval by the Board of Directors. The Talent and Compensation Committee, with the assistance of its independent compensation consultant, annually reviews information about the compensation paid to non-employee directors at our peer group companies (our peer group companies are discussed in “How the Talent and Compensation Committee uses Market Data” on page 54) and relevant market trend data. The Talent and Compensation Committee considers this information as well as the scope of responsibilities of Board and committee members in recommending to the Board of Directors changes to non-employee director compensation.
Annual Compensation
In December 2022, the Talent and Compensation Committee recommended, and the Board of Directors approved, the following compensation for non-employee directors for service on our Board of Directors during 2023:
2023 Annual Director Compensation
Additional Cash Retainers ($)
Board Service
Chair
Member*
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Independent Chairman of the Board (Mr. Nelson)
175,000(1)
Committees:

Audit(2)
25,000 5,000

Talent and Compensation(3)
25,000 2,500

Governance and Nominating(4)
25,000 2,500
*
Other than chair
(1)
Although this retainer is typically paid in cash, Mr. Nelson elected to receive 58% of it in the form of restricted stock units in 2023.
(2)
The Audit Committee Chair in 2023 was Mr. Moran. Audit Committee members in 2023 were Ms. Beebe, Ms. Breig, Mr. Moison and Mr. Simon.
(3)
The Talent and Compensation Chair in 2023 was Ms. Ziegler. Talent and Compensation Committee members in 2023 were Mr. Griffin, Mr. Moison , Mr. Nelson and Mr. Simon.
(4)
The Governance and Nominating Committee Chair in 2023 was Mr. Johnson. Governance and Nominating Committee members in 2023 were Ms. Breig, Mr. Griffin, Mr. Irvin and Mr. Nelson.
The three directors who joined our Board of Directors in the fourth quarter of 2023 received a prorated portion of the cash retainer but did not receive an equity retainer, in accordance with the Company’s practices.
The compensation above is unchanged from the compensation paid to our non-employee directors for service on our Board of Directors during 2022.
The following table summarizes the compensation program for our non-employee directors during 2023. Our Chief Executive Officer, Mr. Bratspies, did not receive any additional compensation for serving as a director.
DIRECTOR COMPENSATION — FISCAL 2023
Name
Fees Earned or
Paid in Cash
($)(1)(2)
Stock Awards
($)(2)(3)
All Other
Compensation
($)
Total
($)
Ronald L. Nelson
$279,874
$154,999
$—
$434,873
James C. Johnson
135,000
154,999
289,999
Robert F. Moran
135,000
154,999
289,999
Ann E. Ziegler
135,000
154,999
289,999
Geralyn R. Breig
117,500
154,999
272,499
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CORPORATE GOVERNANCE
Name
Fees Earned or
Paid in Cash
($)(1)(2)
Stock Awards
($)(2)(3)
All Other
Compensation
($)
Total
($)
Franck J. Moison
117,500
154,999
272,499
William S. Simon
115,000
154,999
269,999
Cheryl K. Beebe
115,000
154,999
269,999
Mark A. Irvin(4)
103,125
142,085
245,210
Bobby J. Griffin(5)
38,333
51,666
90,000
Colin Browne(6)
18,333
18,333
Natasha C. Chand(6)
18,333
18,333
John G. Mehas(6)
18,333
18,333
(1)
Directors who join or resign from the Board or whose Committee membership changes after the start of the calendar year receive a prorated cash retainer for that calendar year based on the number of months served. As noted above, Mr. Nelson elected to receive 58% of his annual cash retainer for service as Independent Chairman in the form of restricted stock units, and as a result he received 12,288 restricted stock units in 2023 in addition to his regular annual equity grant described in footnote 3 below.
(2)
Amounts shown include deferrals to the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan. Ms. Beebe, Ms. Breig, Mr. Griffin, Mr. Johnson and Mr. Nelson elected to defer receipt of their 2023 stock awards into the Non-Employee Director Deferred Compensation Plan.
(3)
The amounts shown reflect the aggregate grant date fair value of 2023 restricted stock unit awards, computed in accordance with Topic 718 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. The assumptions we used in valuing these awards are described in Note 6, “Stock-Based Compensation,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. As of December 30, 2023, non-employee directors’ holdings of outstanding restricted stock units was as follows: Mr. Nelson, 31,053; Mr. Irvin, 25,015; each of Ms. Beebe, Ms. Breig, Mr. Johnson, Mr. Moison, Mr. Moran, Mr. Simon and Ms. Ziegler, 18,765; and each of Mr. Browne, Ms. Chand and Mr. Mehas, 0. No non-employee director holds stock options. Effective December 31, 2023, in connection with their resignation as members of the Board, Mr. Nelson, Ms. Ziegler and Ms. Beebe vested in a pro rata portion of their restricted stock units and forfeited the remainder of such restricted stock units.
(4)
Mr. Irvin was appointed to the Board effective February 22, 2023.
(5)
Mr. Griffin retired from the Board on April 24, 2023.
(6)
Appointed to the Board effective November 16, 2023.
Director Deferred Compensation Plan
Under the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”), a nonqualified, unfunded deferred compensation plan, our non-employee directors may defer receipt of all (but not less than all) of their cash retainers and/or awards of restricted stock units. None of the investment options available in the Director Deferred Compensation Plan provide for “above-market” or preferential earnings as defined in applicable SEC rules. The amount payable to a participant will be payable either on the distribution date elected by the participant or upon the occurrence of certain events as provided under the Director Deferred Compensation Plan.
Director Stock Ownership and Retention Guidelines
We believe that all our directors should have a significant ownership position in Hanesbrands. To this end, our non-employee directors receive a substantial portion of their compensation in the form of restricted stock units. In addition, to promote equity ownership and further align the interests of these directors with our stockholders, we have adopted stock ownership and retention guidelines for our non-employee directors. A non-employee director may not dispose of any shares of our common stock received (on a net after-tax basis) under our stock-based compensation plans until such director holds shares of common stock with a value equal to at least five times the current annual cash retainer (excluding any additional cash retainers paid for committee service or chairmanships), and may then only dispose of shares in excess of those with that value. In addition to vested shares directly held by a non-employee director, shares held for such director in the Director Deferred Compensation Plan (including hypothetical share equivalents held in that plan) will be counted for purposes of determining whether the ownership requirements are met. All our directors are following these stock ownership and retention guidelines.
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CORPORATE GOVERNANCE
OTHER GOVERNANCE INFORMATION
Related Person Transactions
Our Board of Directors has adopted a written policy setting forth procedures to be followed in connection with the review, approval or ratification of “related person transactions.” For purposes of this policy, the phrase “related person transaction” refers to any financial transaction, arrangement or relationship where: (i) Hanesbrands or any of its subsidiaries is or will be a participant; (ii) any greater than five percent stockholder, director, nominee for director or executive officer, or any of their immediate family members or affiliated entities, either currently or at any time since the beginning of the last fiscal year, has a direct or indirect material interest; and (iii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.
Each director, director nominee and executive officer must promptly notify our Chief Executive Officer and our Corporate Secretary in writing of any material interest that such person or an immediate family member or affiliated entity of such person had, has or will have in a related person transaction. The Governance and Nominating Committee is responsible for the review and approval or ratification of all related person transactions involving a director, director nominee or executive officer. At the discretion of the Governance and Nominating Committee, the consideration of a related person transaction may be delegated to the full Board of Directors, another standing committee or to an ad hoc committee of the Board of Directors comprised of at least three members, none of whom has an interest in the transaction.
The Governance and Nominating Committee, or other governing body to which approval or ratification is delegated, may approve a transaction if it determines, in its business judgment, based on its review of the available information, that the transaction is fair and reasonable to us and consistent with our best interests. Factors to be considered in making a determination of fairness and reasonableness may include the business purpose of the transaction, whether the transaction is entered into on an arm’s-length basis on terms fair to us, and whether such a transaction would violate any provisions of our Global Code of Conduct.
If the Governance and Nominating Committee decides not to approve or ratify a transaction, the transaction may be referred to legal counsel for review and consultation regarding possible further action, including, but not limited to, termination of the transaction on a prospective basis, rescission of such transaction or modification of the transaction in a manner that would permit it to be ratified and approved by the Governance and Nominating Committee.
During 2023, there were no related person transactions requiring reporting under SEC rules.
Code of Ethics
Our Global Code of Conduct, which serves as our code of ethics, applies to all directors, officers, and all employees of Hanesbrands and its subsidiaries. Any waiver of applicable requirements in the Global Code of Conduct that is granted to any of our directors, to our principal executive officer, to any of our senior financial officers (including our principal financial officer, principal accounting officer or controller) or to any other person who is an executive officer of Hanesbrands requires the approval of the Audit Committee. Any such waiver of or amendment to the Global Code of Conduct will be disclosed on our corporate website, www.Hanes.com/investors or in a Current Report on Form 8-K.
Corporate Governance Documents
Copies of the written charters for the Audit Committee, Talent and Compensation Committee and Governance and Nominating Committee, as well as our Corporate Governance Guidelines, Global Code of Conduct and other corporate governance information are available on our corporate website, www.Hanes.com/investors.
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Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Audit Information
Proposal 2 — Ratification of Appointment
of Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment (subject to ratification by the Company’s stockholders), retention, compensation, evaluation, oversight and termination of the Company’s independent auditor. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as our independent registered public accounting firm for our 2024 fiscal year. While not required by law, the Board of Directors is asking our stockholders to ratify the selection of PricewaterhouseCoopers as a matter of good corporate practice.
If the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for our 2024 fiscal year is not ratified by our stockholders, the adverse vote will be taken into consideration by the Audit Committee. However, because of the difficulty in making any substitution of our independent registered public accounting firm so long after the beginning of the current year, the appointment for our 2024 fiscal year will stand, unless the Audit Committee finds other good reason for making a change.
PricewaterhouseCoopers has served as the Company’s independent registered public accounting firm since 2006. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether a regular rotation of our independent registered public accounting firm would be appropriate. The members of the Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. The Audit Committee considers a number of factors in deciding whether to re-engage PricewaterhouseCoopers, including the following:

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
Representatives of PricewaterhouseCoopers are expected to be present at the Annual Meeting, may make a statement if they desire to do so, and will be available to respond to appropriate questions. For additional information regarding our relationship with PricewaterhouseCoopers, please refer to “Relationship with Independent Registered Public Accounting Firm” on page 42.
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40

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
AUDIT COMMITTEE REPORT
Hanesbrands’ Audit Committee is composed solely of financially literate, independent directors meeting the requirements of applicable SEC rules and NYSE listing standards. The Board of Directors has determined that Mr. Moran possesses the experience and qualifications required of an “audit committee financial expert” as defined by the rules of the SEC. No member of the Audit Committee serves on the audit committees of more than three public companies.
The key responsibilities of the Audit Committee are set forth in its charter, a copy of which is available on our corporate website, www.Hanes.com/investors (in the “Investors” section). The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight of:

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
Management is primarily responsible for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. PricewaterhouseCoopers, the Audit Committee-appointed independent registered public accounting firm for the Company, is responsible for expressing an opinion on the conformity of Hanesbrands’ audited financial statements for the fiscal year ended December 30, 2023 (the “2023 Financial Statements”) with accounting principles generally accepted in the United States of America. In addition, PricewaterhouseCoopers expresses its opinion on the effectiveness of Hanesbrands’ internal control over financial reporting as of December 30, 2023.
In this context, the Audit Committee:

reviewed and discussed with management and PricewaterhouseCoopers the 2023 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

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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2024 Proxy Statement
41

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the 2023 Financial Statements as audited by PricewaterhouseCoopers be included in Hanesbrands’ Annual Report on Form 10-K as of and for the fiscal year ended December 30, 2023.
By the members of the
Audit Committee, consisting of:
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Robert F. Moran, Chair
Geralyn R. Breig
Colin Browne
Franck J. Moison
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table sets forth the fees billed to us by PricewaterhouseCoopers for services in the fiscal years ended December 30, 2023 and December 31, 2022.
Fiscal Year Ended
December 30, 2023
Fiscal Year Ended
December 31, 2022
Audit fees
$ 6,897,721 $ 5,728,496
Audit-related fees
79,035 121,288
Tax fees
156,986 111,766
All other fees
2,000 2,900
Total fees
$ 7,135,742 $ 5,964,450
In the above table, in accordance with applicable SEC rules, “Audit fees” include fees billed for professional services for the audit of our consolidated financial statements included in our Annual Report on Form 10-K and review of our financial statements included in our Quarterly Reports on Form 10-Q, fees billed for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements, fees related to services rendered in connection with securities offerings, fees billed for system implementation audit procedures, fees for the audit of our internal control over financial reporting and consultations concerning financial accounting and reporting standards.
“Audit-related fees” are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the caption “Audit fees.” For the fiscal years ended December 30, 2023 and December 31, 2022, these fees primarily relate to attestation services rendered in connection with regulatory filings in certain foreign jurisdictions and various other services.
“Tax fees” for the fiscal years ended December 30, 2023 and December 31, 2022 include tax consultation, preparation and compliance services for domestic and certain foreign jurisdictions and consulting related to research and development credits.
“Other fees” for the fiscal years ended December 30, 2023 and December 31, 2022 include license and subscription fees for research tools.
Our Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm. For audit services (including statutory audit engagements as required under local country laws), the independent registered public accounting firm provides management with an engagement letter outlining the scope of the audit services proposed to be performed during the year. The audit services fee proposal is approved by the Audit Committee before the audit commences. The Audit Committee may delegate the authority to pre-approve audit and non-audit engagements and the related fees and terms with the independent auditors to one or more designated members of the Audit Committee, as long as any decision made pursuant to such delegation is presented to the Audit Committee at its next regularly scheduled meeting. All audit and permissible non-audit services provided by PricewaterhouseCoopers to us during the fiscal years ended December 30, 2023 and December 31, 2022 were pre-approved by the Audit Committee.
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Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation
Proposal 3 — Advisory Vote to Approve Named
Executive Officer Compensation
As required pursuant to Section 14A of the Exchange Act, Hanesbrands’ stockholders have the opportunity to cast a non-binding, advisory “say on pay” vote to approve our named executive officer (“NEO”) compensation, as disclosed in this Proxy Statement.
This advisory vote is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the compensation philosophy, practices and policies described in this Proxy Statement. We currently hold advisory “say on pay” votes on an annual basis. Stockholders also have the opportunity to cast a non-binding, advisory “say on pay frequency” vote no less than once every six years. Based on the result of the last “say on pay frequency” vote at our 2023 Annual Meeting of Stockholders, and the Board of Directors’ recommendation on this year’s vote, we currently intend to continue holding our “say on pay” votes every year, and our next “say on pay” vote is expected to occur at our 2025 Annual Meeting of Stockholders.
We believe our executive compensation philosophy, practices and policies have three essential characteristics. They are:
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focused on aligning senior management and stockholder interests in a simple, quantifiable, and unifying manner
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necessary to attract, retain and motivate the executive team to support the attainment of our business strategy and operating imperatives
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competitive in comparison to our peer group companies
Stockholders are encouraged to review the “Compensation Discussion and Analysis” section beginning on page 45 for more information on our executive compensation program.
We are asking stockholders to approve the following advisory resolution:
“RESOLVED, that the stockholders approve the compensation of Hanesbrands’ NEOs as disclosed in the Proxy Statement for Hanesbrands’ 2024 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis and the executive compensation tables and related footnotes and narrative.”
Because this vote is advisory, it will not be binding on us or our Board of Directors. The vote will also not overrule any decision made by the Board of Directors or the Talent and Compensation Committee or create or imply any additional duty for the Board. We recognize, nonetheless, that our stockholders have a fundamental interest in Hanesbrands’ executive compensation practices. Thus, the Talent and Compensation Committee may consider the outcome of the vote when considering future executive compensation arrangements.
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Talent and Compensation Committee Report
Talent and Compensation Committee Report
The Talent and Compensation Committee reviews and approves Company compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on that review and discussion, the Talent and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and Hanesbrands’ Annual Report on Form 10-K for the fiscal year ended December 30, 2023.
By the members of the
Talent and Compensation Committee, consisting of:
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James C. Johnson, Chair
Natasha C. Chand
John G. Mehas
Franck J. Moison
Robert F. Moran
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2024 Proxy Statement
44

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Compensation Discussion and Analysis
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45

Compensation Discussion and Analysis
Compensation Discussion and Analysis
WHAT YOU WILL FIND IN THIS COMPENSATION DISCUSSION AND ANALYSIS
Page
Executive Summary
We highlight the key items that are discussed in this Compensation Discussion and Analysis including our business strategies and priorities, as well as fiscal 2023 performance, leadership changes, and program updates.
47
This Compensation Discussion and Analysis focuses on the compensation for our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers serving at the end of 2023:
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Stephen B. Bratspies
Chief Executive Officer
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M. Scott Lewis
Chief Financial Officer and Chief Accounting Officer
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Joseph W. Cavaliere
President, Innerwear – Global
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Vanessa LeFebvre
President, Activewear – Global
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Michael E. Faircloth
EVP, Supply Chain – Global
This Compensation Discussion and Analysis also describes the compensation of our former Chief Financial Officer, Michael P. Dastugue, who resigned on February 28, 2023. Collectively, these executive officers are referred to as our “NEOs.”
Executive Compensation Philosophy & Framework
We describe the overarching structure of our executive compensation program and the objectives and principles that guide our compensation decisions.
49
Elements of Fiscal 2023 Compensation
We outline the key elements of our NEOs’ compensation for fiscal 2023 and the mix of compensation elements making up the total target direct compensation for the NEOs.
50
Fiscal 2023 Performance Metrics
We detail the performance metrics selected by the Committee for 2023 awards under our Annual Incentive Plan (“AIP”) and Long-Term Incentive Plan (“LTIP”), and how those metrics align with stockholder interests.
52
Fiscal 2023 Executive Compensation
We discuss how the Committee makes compensation decisions, including the use of market data, metrics, and targets, and then provide details on the Committee’s decisions with respect to each element of compensation for fiscal 2023 (including why significant compensation decisions were made), which places in context the information contained in the executive compensation tables that follow the Compensation Discussion and Analysis. We also provide information about post-employment compensation and certain benefit plans available to our NEOs.
53
Additional Information on Executive Compensation
We provide additional information about our executive compensation program, including the results of our 2023 “say on pay” vote, and other compensation-related policies and practices.
63
Unless the context otherwise requires, references in this Compensation Discussion and Analysis to the “Committee” refer to the Talent and Compensation Committee of our Board of Directors.
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46

Compensation Discussion and Analysis
EXECUTIVE SUMMARY
Fiscal 2023 Leadership Changes
Effective February 28, 2023, Mr. Dastugue resigned from his role as the Company’s Chief Financial Officer. Effective March 1, 2023, Mr. Lewis was appointed to serve as Interim Chief Financial Officer (in addition to continuing his role as the Company’s Chief Accounting Officer and Controller) and as announced on July 11, 2023, he was appointed as the Company’s Chief Financial Officer, while also retaining his Chief Accounting Officer role.
Business Strategies and Priorities
Hanesbrands makes everyday apparel that is known and loved by consumers around the world for comfort, style, quality, innovation, and value. Among the Company’s iconic brands are Hanes, the leading basic apparel brand in the United States; Champion, an innovator at the intersection of lifestyle and athletic apparel; and Bonds, which is setting new standards for design and sustainability. We employ approximately 48,000 associates in approximately 30 countries and have built a strong reputation for ethical business practices.
Our business strategy integrates our brand superiority, industry-leading innovation and low-cost global supply chain to provide higher value products while lowering production costs. Our growth plan is designed to re-energize and reignite our Innerwear business by delivering consumer-driven innovation and attracting younger consumers; to grow the Champion brand through improved product and channel segmentation and expanding the brand across categories and geographies; to become a more consumer-focused organization that delivers products consumers want; and, to simplify our business and our portfolio.
Fiscal 2023 Performance*

We exceeded year-end goals with respect to four key 2023 performance metrics, including gross margin, inventory, operating cash flow and debt reduction. Despite a challenging sales environment, we saw positive inflection with respect to margins and leverage.

Fourth quarter gross margin of 38.1% increased 400 basis points compared to prior year; adjusted gross margin of 38.2% increased approximately 395 basis points over prior year, ahead of expectations

Inventory at year-end was below $1.4 billion, ahead of expectations; for full-year 2023, inventory improved 31% year-over-year, or $612 million; was driven predominantly by the benefits of the Company’s inventory management capabilities, including SKU discipline and lifecycle management, as well as lower input costs

The Company generated $562 million of cash flow from operations, ahead of expectations

With stronger-than-expected operating cash flow, the Company accelerated debt paydown to more than $500 million in 2023, ahead of expectations; year-end leverage ratio was 5.2 times on a net debt-to-adjusted EBITDA basis

The Company ended 2023 with more than $1.3 billion of liquidity
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Compensation Discussion and Analysis

We gained market share in our U.S. Innerwear business with both men and women in 2023. These gains were driven by key consumer-led innovations, permanent retail space gains, and increased brand marketing investments, as well as improved on-shelf product availability. Revenue from new product innovation was up more than 40% in 2023.

However, despite exceeding our goals with regard to our key performance metrics last year, the Company’s 2023 performance did not meet our expectations due to a number of macroeconomic challenges. Total net sales in 2023 were $5.6 billion, compared with $6.2 billion in 2022, representing a 10% decrease. The net sales decline was primarily driven by:

The decline in U.S. Activewear

The continued macro-driven slowdown in consumer spending in our international businesses

The unfavorable impact from foreign currency exchange rates in our International business of approximately $59 million

Operating profit was $289 million in 2023 compared with $520 million in 2022, representing a 44% decrease. Adjusted operating profit was $405 million in 2023 compared with $579 million in 2022, representing a 30% decrease. As a percentage of sales, operating profit was 5.1% in 2023 compared to 8.3% in 2022, and adjusted operating profit was 7.2% in 2023 compared to 9.3% in 2022. Operating profit decline was primarily driven by:

Unfavorable sales mix

Commodity and ocean freight cost inflation
* Please refer to Appendix A for reconciliations of non-GAAP financial measures.
Fiscal 2023 Compensation Program Updates
There was no increase to the total target direct compensation of our Chief Executive Officer for fiscal year 2023.
As disclosed in our 2023 proxy statement, none of the threshold goals for our 2022 AIP were achieved and, as a result, none of our NEOs received a payout in respect of their 2022 AIP opportunity in 2023. In setting target goals for net organic sales and adjusted operating income for the 2023 AIP, the Committee took into account performance expectations for 2023 and initial guidance to investors; the Board-approved operating plan; and the importance of continuing to incentivize achievement of our key annual objectives. Based on these considerations, the Committee determined that it was appropriate to set target goals for net organic sales and adjusted operating income under the 2023 AIP that were lower than the corresponding performance results for such metrics under the 2022 AIP. The Committee considered these goals to be challenging yet achievable; moreover, the Committee set strong net inventory goals for the 2023 AIP, with the target level more than 8% lower than the corresponding 2022 AIP target. Additionally, in recognition of the target goals for net organic sales and adjusted operating income being set below 2022 performance results for 2023, the Committee also reduced the maximum possible payout under 2023 AIP awards to 150% of the target opportunity, as compared to 200% under the 2022 AIP. The achievement level for each individual AIP metric continues to be calculated with maximum payout of 200% of target; however, if the total weighted achievement (including the application of the modifier) exceeds 150% of an NEO’s target AIP opportunity, the payout will be reduced to 150% of the total target AIP opportunity, regardless of additional overperformance.
In October 2023, Hanesbrands adopted an executive compensation clawback policy as required pursuant to the listing standards of NYSE, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy generally provides that we will recover, in the event of a required accounting restatement, reasonably promptly, excess incentive-based compensation received by covered officers (including certain former officers) where that compensation is based on erroneously reported financial information.
Effective January 1, 2023, the Committee determined that interest will no longer be credited on accrued dividend equivalents for any long-term incentive awards. Hanesbrands made this change in part due to our view that calculating the interest on accrued dividend equivalents is not prevalent among our peers.
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48

Compensation Discussion and Analysis
Executive Compensation Philosophy and Framework
At Hanesbrands, we emphasize a “pay-for-performance” culture, linking a substantial percentage of an executive’s compensation to our performance and stockholders’ value growth. Specifically:

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 and 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 Dodd-Frank Clawback Policy generally provides that we will recover excess incentive-based compensation from covered officers (including the NEOs) 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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Compensation Discussion and Analysis
Elements of Fiscal 2023 Compensation
Our NEOs’ total direct compensation for fiscal 2023 consisted principally of the following elements:
Compensation Element
Key Features
Objectives
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 2023-2025 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
We also provide health, welfare and retirement plans that promote employee wellness and support employees in attaining financial security, as well as severance benefits under limited circumstances. These severance benefits, which provide our NEOs with income protection in the event employment is terminated without cause or terminated in certain situations following a change in control, support our executive retention goals and encourage our NEOs’ independence and objectivity in considering potential change in control transactions. See “Post-Employment Compensation” on page 61 for additional details.
Fiscal 2023 Compensation Mix
The mix of compensation elements that we offer is intended to further our goals of:

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
Our emphasis on performance-based and at-risk pay is reflected in the following chart, which illustrates the fiscal 2023 total target direct compensation mix for our Chief Executive Officer and the average fiscal 2023 total target direct compensation mix for our other NEOs.
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Compensation Discussion and Analysis
FISCAL 2023 TOTAL TARGET DIRECT COMPENSATION
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The chart above with respect to the NEOs other than our Chief Executive Officer disregards Michael Dastugue, who resigned from his position as our Chief Financial Officer effective February 28, 2023 and was not eligible for long-term incentive program awards for 2023. For purposes of calculating the average compensation amounts for the other NEOs, M. Scott Lewis’ target AIP award amount reflects mid-year adjustments in connection with his appointment as Chief Financial Officer, and his target RSU and PSA amounts assume a full fiscal year at the levels set in connection with his appointment as Chief Financial Officer. The RSUs and PSAs actually awarded to Mr. Lewis during fiscal 2023 differ from these target amounts, due to his mid-year appointment as Chief Financial Officer.
The percentage of our Chief Executive Officer’s performance-based and at-risk compensation is the highest of our NEOs, reflecting the position’s highest level of responsibility and accountability for results. Performance-based and at-risk compensation comprises 76% of the average total target direct compensation of our other NEOs. Because the value of such compensation depends on Hanesbrands’ achievement of key annual results and strategic long-term business objectives and/or is tied to changes in our stock price, the compensation actually realized by our NEOs upon payout or vesting could be materially higher or lower than targeted levels.
The chart below sets forth the percentage of the CEO’s fiscal 2023 total direct compensation allocable to each compensation element (base salary, AIP, LTIP) assuming threshold, target, and maximum levels of performance with respect to his AIP and LTIP awards.
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Compensation Discussion and Analysis
CEO POTENTIAL COMPENSATION SCENARIOS (PERCENTAGE OF TOTAL COMPENSATION)
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Fiscal 2023 Performance Metrics
The fiscal 2023 AIP performance metrics for our NEOs, as approved by the Committee, consisted of net organic sales (weighted 40%), adjusted operating income (weighted 40%) and net inventory (weighted 20%). Net organic sales are defined as net sales excluding those derived from businesses acquired and businesses held for sale during fiscal 2023. Adjusted operating income is defined as operating income, excluding certain unusual or nonrecurring items and as adjusted to exclude the impact of businesses acquired and businesses held for sale during fiscal 2023. In order to support our goals, the Committee may also adjust the payout under the AIP (+/- 5%) based on improvements in our existing culture of inclusion and representation within the U.S. workforce. The Committee selected these metrics because they are aligned with areas of strategic focus, key drivers of long-term sustainable stockholder value creation and fundamental elements of consistent, stable growth.
The metrics for 2023 performance compensation were as follows for the AIP and LTIP:
ANNUAL INCENTIVE PLAN (AIP) METRICS:
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Awards to our continuing NEOs under our fiscal 2023 LTIP program, as approved by the Committee, consisted of both RSUs and PSAs, each targeted at 50% of the total LTIP opportunity. The RSUs generally vest 33%, 33% and 34% on the first,
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Compensation Discussion and Analysis
second and third anniversaries of the grant date, respectively. The PSAs are subject to a three-year performance period, and the performance metrics for the PSAs include adjusted earnings per share (“adjusted EPS”) growth (weighted 50%) and cash flow from operations growth (weighted 50%). Adjusted EPS is defined as 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 stock repurchases during the performance period. Measurement of the achievement percentage for the PSAs will exclude the impact of businesses acquired or held for sale during the performance period. The PSAs will vest (subject to achievement of the applicable performance goals) on the last business day of February 2026. The Committee selected cash flow from operations and adjusted EPS as the performance metrics for the 2023 LTIP because the Committee believes these metrics have the ability to align the performance of our continuing NEOs with stockholder value by incorporating aspects of growth, profitability and capital efficiency. In addition, the Committee believes strong cash flow from operations can enhance stockholder value in numerous ways, including strategic investment, dividends and stock repurchases, and debt reduction.
LONG-TERM INCENTIVE PLAN (LTIP) METRICS:
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Fiscal 2023 Executive Compensation
Best Practices in Executive Compensation
Hanesbrands’ executive compensation practices include a number of features we believe reflect responsible compensation and governance practices and promote the interests of stockholders.
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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

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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Compensation Discussion and Analysis
How We Make Executive Compensation Decisions
The Committee, advised by its independent compensation consultant, is responsible for overseeing and approving the executive compensation program for the Company’s executive officers, including our NEOs. Pursuant to its charter, the Committee may delegate any of its responsibilities, along with the authority to act in relation to such responsibilities, to one or more subcommittees. However, the Committee made no such delegation in fiscal 2023.
FW Cook serves as the Committee’s executive compensation consultant. FW Cook reports directly to the Committee, and the Committee has the sole authority to terminate or replace FW Cook at any time. FW Cook assists in the development of compensation programs for our executive officers and our non-employee directors by providing compensation information from our peer group companies (which are described in “How the Talent and Compensation Committee uses Market Data below), relevant market trend data, information on current issues in the regulatory and economic environment, recommendations for program design and best practices and corporate governance guidance. In fiscal 2023, FW Cook also provided Chief Financial Officer compensation information from our peer group companies in connection with Mr. Lewis’ appointment to such role, which the Committee considered in approving the changes to his compensation described below. In connection with the determination of Mr. Lewis’ initial 2023 compensation opportunity (prior to his appointment as Interim Chief Financial Officer), FW Cook provided survey data from general industry companies and consumer products companies.
The Committee realizes that it is essential to receive objective advice from its compensation advisors. Prior to the retention of a compensation consultant or any other external advisor, and from time to time as the Committee deems appropriate, the Committee assesses the independence of the advisor from management, taking into consideration all factors relevant to the advisor’s independence, including the factors specified in NYSE listing standards. The Committee assessed the independence of FW Cook based on these criteria and concluded that FW Cook is sufficiently independent from management and that FW Cook’s work for the Committee does not raise any conflict of interest.
At the direction of the Committee, our management works with FW Cook to prepare information about the compensation competitiveness of our executive officers. Our Chief Executive Officer uses this information to make recommendations to the Committee regarding compensation of these officers, other than himself, and FW Cook provides guidance to the Committee about those recommendations. FW Cook also makes independent recommendations to the Committee regarding the compensation of our Chief Executive Officer without the involvement of management. The Committee uses this information and considers these recommendations in making decisions about executive compensation for all our executive officers. All decisions regarding compensation of executive officers (other than our Chief Executive Officer) are made solely by the Committee. The Chief Executive Officer’s compensation is approved by the independent members of the Board of Directors, after reviewing the Committee’s recommendation.
In making compensation decisions, the Committee:
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How the Talent and Compensation Committee Uses Market Data
To determine what constitutes a “competitive” compensation package, the Committee considers total target direct compensation; the allocation among the various elements of compensation at our peer group companies; and general industry pay levels as gathered from publicly available survey sources. The Committee does not view this market data as a prescriptive determinant of individual compensation. Rather, it is used by the Committee as a general guide in its decisions on the amount and mix of total target direct compensation. Ultimately, NEO compensation is based on the Committee’s judgment, considering factors described elsewhere in this Compensation Discussion and Analysis that are particular to Hanesbrands and our NEOs, including, most importantly, Company and individual performance.
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The Committee, with assistance from FW Cook, establishes the Company’s peer group that is used for market comparison purposes.
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Considering these parameters, for purposes of fiscal 2023 compensation decisions, the Committee determined it was appropriate to remove The Clorox Company, The Hershey Company, and Stanley Black & Decker, Inc. and add Burlington Stores, Inc. and Capri Holdings Ltd. In addition, L Brands, Inc. split into two separate companies: Bath and Body Works, Inc. and Victoria’s Secret & Co. Thus, the peer group used by the Committee for purposes of determining fiscal 2023 compensation consisted of the following 17 companies:
Fiscal 2023 Peer Group

American Eagle Outfitters, Inc.

Gildan Activewear, Inc.

Tapestry, Inc.

Bath and Body Works, Inc.

Levi Strauss & Co.

The Gap, Inc.

Burlington Stores, Inc.

Lululemon Athletica Inc.