Colin Browne
HanesbrandsAbout Colin Browne
Independent director since 2023; age 60. Currently CEO of Cascale (formerly Sustainable Apparel Coalition) and former COO, interim CEO, and Chief Supply Chain Officer at Under Armour, with prior sourcing and leadership roles at VF Corporation, Li & Fung USA, and Pentland Brands across Asia and global supply chains . HBI’s Board classifies him as independent under NYSE standards; no related person transactions were identified involving Browne in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascale (Sustainable Apparel Coalition) | Chief Executive Officer | 2024–present | Industry sustainability leadership; supply-chain standards |
| Under Armour, Inc. | Interim President & CEO; Chief Operating Officer; Chief Supply Chain Officer; President Global Sourcing | 2016–2023 | Led global operations and sourcing; technology and manufacturing oversight |
| VF Corporation | VP & Managing Director—Asia Sourcing; VP of Sourcing—Footwear | 2011–2016 | Asia sourcing leadership; footwear sourcing strategy |
| Li & Fung USA | EVP, Footwear & Accessories | 2010–2011 | Global sourcing and merchandising |
| Pentland Brands PLC | CEO—Asia | 2006–2010 | Regional P&L and brand operations across Asia |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Shoes for Crews | Director | 2024–present | Private company board |
| Worldly (formerly Higg) | Director | 2023–present | Private/tech-enabled sustainability data platform |
| Digital Supply Chain Institute | Co‑Chairman | 2020–present | Industry institute leadership |
| Public company boards | None | — | No other public boards disclosed |
Board Governance
- Committee assignments: Audit Committee member; not a committee chair. Audit Committee chairs: Robert Moran (through May 1, 2025) and Sharilyn Gasaway (commencing May 1, 2025, subject to election) .
- Independence and engagement: Board determined Browne is independent under NYSE rules; no related person transactions discussed for independent directors . The Board held five meetings in 2024; Audit met eight, Governance and Nominating four, and Talent and Compensation five; average incumbent director attendance was ~97%, and each director attended over 75% of meetings held during their membership .
- Leadership structure: Independent Chairman (William S. Simon); non‑management directors meet regularly in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Fiscal 2024) | $115,000 | Director cash fees earned; includes applicable committee retainers |
| Relevant HBI Director Retainer Schedule (2024) | Audit Chair $25,000; Audit Member $5,000; Talent & Compensation Chair $25,000; Member $2,500; Governance & Nominating Chair $25,000; Member $2,500; Independent Chairman $175,000 | Other than chair; schedule contextualizes components of cash fees |
Performance Compensation
| Equity Component | Fiscal 2024 Grant Value | Outstanding Units (as of 12/28/2024) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (non‑employee director) | $154,999 | 33,477 RSUs | One‑year vesting | None; time‑based RSUs for directors (no PSUs/options) |
Directors may defer RSUs/cash retainers into the Non‑Employee Director Deferred Compensation Plan; no above‑market earnings .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None; all T&C members independent; no interlocking relationships with other companies’ comp committees |
| Cooperation agreement context | Board composition influenced by a cooperation agreement with Barington (term through Nov 30, 2025), including voting commitments and advisory services ($20,000/month fee); not specific to Browne |
Expertise & Qualifications
- Deep supply chain, manufacturing, operations, and technology oversight from senior roles at Under Armour, VF, Li & Fung, and Pentland; brand management and global sourcing expertise aligned with HBI’s vertically integrated supply chain .
- Board skills matrix highlights the Board’s collective supply chain/distribution/manufacturing and business operations competencies; Browne’s biography reflects these capabilities specifically .
Equity Ownership
| Holder | Beneficial Shares | RSUs | Total | % of Class |
|---|---|---|---|---|
| Colin Browne (as of 2/24/2025) | 19,634 | 18,630 | 38,264 | * (<1%) |
- Ownership guidelines: Non‑employee directors must hold shares equal to ≥5× the annual cash retainer (excluding committee/chair retainers); all directors are in compliance .
- Hedging/pledging: Prohibited under HBI policies, supporting alignment; director stock holders barred from hedging or pledging .
- Related‑party transactions and pledging: None disclosed for 2024; no related person transactions requiring reporting .
Governance Assessment
- Independence & committee fit: Independent Audit Committee member with relevant supply chain/operations background; adds practical risk/controls perspective on manufacturing and sourcing alongside financial oversight .
- Alignment: Mix of cash and annual RSUs with one‑year vesting; ownership guidelines and anti‑hedging/pledging improve skin‑in‑the‑game; Browne holds 38,264 combined shares/units as of record date .
- Engagement: Board/committee cadence and strong aggregate attendance suggest robust oversight; non‑management executive sessions reinforce independence in deliberations .
- Conflicts/RED FLAGS: No related person transactions; no compensation committee interlocks; no public‑company overboarding (HBI policy bars >3 other public boards; Browne serves on none); no pledging identified (policy prohibition) .
- Investor signals: 2024 Say‑on‑Pay received ~94% support, indicating broad investor confidence in governance and pay practices overseen by independent directors (contextual to board effectiveness) .