James C. Johnson
HanesbrandsAbout James C. Johnson
Independent director of Hanesbrands Inc. since 2006; age 72 as of the 2025 proxy. Chair of the Talent and Compensation Committee and member of the Governance and Nominating Committee. Education: B.A. and J.D., University of Pennsylvania; NACD Certificate in Cybersecurity Oversight. Prior roles include General Counsel at Loop Capital Markets, senior legal leadership at Boeing and Northrop Grumman, and Staff Attorney at the SEC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loop Capital Markets LLC | General Counsel | 2010–2014 | Senior legal executive for a capital markets firm; governance expertise |
| The Boeing Company | VP, Corporate Secretary & Assistant General Counsel; VP & Assistant GC, Boeing Commercial Airplanes | 1999–2007; 2007–2009 | Oversight of staff/legal affairs at division with >$20B revenue; governance and risk management |
| Northrop Grumman Corporation | Corporate Secretary & Assistant General Counsel | 1988–1998 | Corporate governance administration |
| U.S. SEC (Los Angeles Regional Office) | Staff Attorney | 1978–1980 | Securities law and enforcement experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ameren Corporation | Director | 2005–current; expects to retire April 2025 | Long-serving utility board member; retirement expected |
| Energizer Holdings, Inc. | Director | 2015–current | Consumer products board service |
| Edgewell Personal Care Company | Director | 2013–current | Consumer products board service |
| University of Pennsylvania (College of Arts and Sciences) | Board of Advisors Member; Chairman, External Advisory Board | Current | Academic governance roles |
Board Governance
- Committee assignments: Chair, Talent & Compensation; Member, Governance & Nominating (2024–2025).
- Independence: Identified as “Independent Director since 2006.”
- Attendance: In 2024, the Board met 5 times; Audit 8; Governance 4; Talent & Compensation 5. All directors attended the 2024 Annual Meeting and each attended over 75% of Board/committee meetings during their membership periods.
- Risk oversight: Governance & Nominating oversees Board processes/governance risks; Talent & Compensation oversees compensation risk; Audit oversees enterprise risk assessment.
Fixed Compensation
Structure for non‑employee directors (unchanged from 2023 to 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (board service) | $110,000 | Paid quarterly; unchanged vs 2023 |
| Audit Committee Chair | $25,000 | Additional cash retainer |
| Audit Committee Member (other than chair) | $5,000 | Additional cash retainer |
| Talent & Compensation Committee Chair | $25,000 | Additional cash retainer |
| Talent & Compensation Committee Member (other than chair) | $2,500 | Additional cash retainer |
| Governance & Nominating Committee Chair | $25,000 | Additional cash retainer |
| Governance & Nominating Committee Member (other than chair) | $2,500 | Additional cash retainer |
| Independent Chairman of the Board | $175,000 | Additional cash retainer (Mr. Simon) |
James C. Johnson – reported compensation by year:
| Metric | FY 2020 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $148,865 | $135,000 | $135,000 | $137,500 |
| Stock Awards ($) | $149,998 | $154,999 | $154,999 | $154,999 |
| Total ($) | $298,864 | $289,999 | $289,999 | $292,499 |
Director Deferred Compensation Plan permits deferral of all cash retainer and/or RSU awards; Johnson elected to defer stock awards in 2022 and 2023. None of the plan’s investment options provide “above‑market” or preferential earnings.
Performance Compensation
| Year | Equity Type | Grant Date Fair Value | Vesting Terms | Performance Conditions |
|---|---|---|---|---|
| 2024 | Restricted Stock Units (RSUs) | $154,999 | One‑year vesting for non‑employee directors | None disclosed for director RSUs; no stock options outstanding |
| 2023 | RSUs | $154,999 | One‑year vesting (per program) | None; Johnson deferred receipt of stock award into Director Deferred Compensation Plan |
| 2022 | RSUs | $154,999 | One‑year vesting (per program) | None; Johnson deferred receipt of stock award |
HBI does not grant stock options to non‑employee directors; all director equity awards are RSUs subject to time‑based vesting and payable in shares upon vest.
Other Directorships & Interlocks
- Current public company boards: Ameren, Energizer Holdings, Edgewell Personal Care; extensive service including chair experience on compensation and governance committees (general statement in HBI proxy).
- Interlocks: HBI discloses no compensation committee interlocks and no related person transactions required to be described under SEC rules for recent years.
Expertise & Qualifications
- Corporate governance and compensation: Former Corporate Secretary at Boeing; extensive public board experience, including chair roles on compensation and governance committees.
- Risk management and legal: Senior leadership in legal departments of large organizations; enterprise risk oversight experience.
- Cyber oversight: NACD Cyber‑Risk Oversight Program certificate.
Equity Ownership
| Metric | As of Feb 13, 2024 | As of Feb 24, 2025 |
|---|---|---|
| Beneficial Ownership (Direct Shares) | 54,048 | 73,682 |
| RSUs Outstanding | 33,477 | 18,630 |
| Stock Equivalent Units (Deferred Plans) | 167,608 | 167,608 |
| Total (Disclosure Table) | 255,133 | 259,920 |
| Percentage of Class | Less than 1% (“*”) | Less than 1% (“*”) |
| Shares Outstanding (Reference) | 351,557,106 | 353,108,984 |
- Director stock ownership and retention guidelines: Must hold shares equal to at least 5x the annual cash retainer before disposing of shares received from stock‑based compensation; all directors are in compliance.
- Anti‑hedging/pledging: HBI prohibits directors from pledging/margining company stock, short sales, options trading, or any hedging designed to offset declines in HBI stock.
Attempt to retrieve Form 4 insider transactions via the insider-trades skill was unsuccessful due to API authorization error; proxy ownership tables above provide the most recent comprehensive disclosure.
Governance Assessment
- Alignment: As Chair of the Talent & Compensation Committee, Johnson’s governance/compensation expertise aligns with HBI’s stated best practices (independent consultant engagement, clawbacks, prohibition on hedging/pledging).
- Independence & engagement: Identified as independent; attends >75% of meetings; active leadership on two key committees.
- Ownership: Holds direct shares, RSUs, and deferred stock equivalents, with compliance to stringent 5x retainer ownership guidelines—positive alignment signal.
- Compensation structure signals: Cash retainer remains flat; incremental cash stems from chair/member fees; equity grants are time‑based RSUs, no options—lower risk structure and direct linkage to share value.
- Potential conflicts/red flags: HBI’s related‑party policy and disclosures indicate no related person transactions involving directors; anti‑pledging policy mitigates collateral risk; no committee interlocks disclosed. Expected retirement from Ameren in April 2025 may modestly reduce external time commitments.
RED FLAGS
- None disclosed for pledging/hedging, related party transactions, or attendance shortfalls. HBI prohibits hedging/pledging and reports director guideline compliance.
Compensation Committee Analysis (Context)
- Committee uses an independent compensation consultant to benchmark both executive and director pay; no conflicts reported.
- Director pay mix emphasizes equity (RSUs) plus modest committee fees; no stock options; no above‑market earnings on deferrals.