John G. Mehas
HanesbrandsAbout John G. Mehas
Independent director at Hanesbrands Inc. since 2023; age 61. Background includes CEO and senior leadership roles across consumer apparel brands; B.A. from the University of Toledo. Tenure on HBI’s Board includes membership on the Talent and Compensation Committee; Board has affirmed his independence and reported no related person transactions tied to him. Appointment followed a cooperation agreement with Barington Capital in November 2023 (amended Oct 2024 and Jan 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RNA LLC | Advisor | 2024–present | Advisory support; consumer/apparel expertise |
| Vineyard Vines, LLC | Chief Executive Officer | 2022–2024 | Led consumer brand; retail operations |
| Victoria’s Secret Lingerie | Chief Executive Officer | 2019–2020 | Brand leadership; turnaround exposure |
| Tory Burch, LLC | President | 2017–2019 | Scaling global consumer brand |
| Ralph Lauren Kids | Group President | 2015–2017 | Brand/category management |
| Club Monaco | Chief Executive Officer and President | 2001–2017 | Long-tenured retail CEO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vineyard Vines, LLC | Board/Directorship (company role noted) | 2022–2024 | Non-public company; executive leadership noted as “Other Directorships” |
No current public company board service disclosed for Mehas. The HBI proxy nominees table lists “Other Public Company Boards” and shows none for Mehas.
Board Governance
- Committee assignments: Member, Talent and Compensation Committee (not chair). 2024–2025 committee roster lists Mehas among members; Chair is James C. Johnson.
- Independence: Board determined Mehas (and 9 other directors) are independent under NYSE standards; no related person transactions flagged for him.
- Attendance: In 2024, Board met 5x; T&C met 5x; all directors attended the 2024 annual meeting and each director attended over 75% of applicable Board/committee meetings. Average incumbent director attendance ~97%.
- Shareholder engagement and activism context: HBI entered a Cooperation Agreement with Barington Capital (term through Nov 30, 2025), under which HBI appointed Mehas as a new independent director and Barington agreed to voting/standstill provisions. Barington Companies Management, LLC serves as Advisor to HBI at $20,000/month during the Cooperation Period.
- Board leadership: Independent Chairman of the Board (William S. Simon) with additional retainer; regular executive sessions without management.
Fixed Compensation
- 2024 non-employee director cash and equity compensation program remained unchanged from 2023. Committee retainers: Audit chair $25,000; Audit member $5,000; Talent & Compensation chair $25,000; T&C member $2,500; Governance & Nominating chair $25,000; Governance member $2,500; Independent Chairman retainer $175,000.
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $112,500 | Prorated if service changes mid-year |
| Stock Awards (2024 RSUs grant-date fair value) | $154,999 | Topic 718 valuation; one-year vest |
| Total (2024) | $267,499 | Sum of cash + stock awards |
Performance Compensation
Directors at HBI receive time-vested RSUs; there are no performance-based director equity vehicles, stock options, or AIP awards specific to directors.
| Metric | Applicable to Directors | Detail |
|---|---|---|
| RSU vesting | Yes | One-year vesting for director RSUs |
| Stock options | No | “No non-employee director holds stock options” |
| Performance share units (PSUs) | No | PSUs are an executive LTIP instrument; not used for directors |
| Hedging/pledging | Prohibited | Insider trading policy bans pledging, hedging, options trading |
| Clawbacks | Policy applies | Company maintains clawback policies; director plan deferrals allowed without above-market earnings |
Other Directorships & Interlocks
- Public company boards (current): None disclosed for Mehas.
- Compensation committee interlocks: HBI reports no interlocking relationships or related party transactions for T&C Committee members (including Mehas).
Expertise & Qualifications
- Education: B.A., University of Toledo.
- Skillset: Senior executive leadership across iconic apparel and consumer brands; strategic planning, financial management, corporate risk management, and corporate governance competency cited as rationale for nomination.
- Industry domains: Consumer-facing retail/apparel, brand management, operations.
Equity Ownership
| Holder | Beneficial Shares | RSUs | Stock Equivalent Units (SERP/Deferred) | Total | % of Class |
|---|---|---|---|---|---|
| John G. Mehas | 23,651 | 18,630 | — | 42,281 | * (per proxy table) |
- Shares outstanding: 353,108,984 as of Feb 24, 2025.
- Director RSU holdings (as of Dec 28, 2024): Mehas held 33,477 outstanding RSUs; all director RSUs vest over one year; no options.
- Ownership/retention guidelines: Directors must hold shares equal to at least 5× the current annual cash retainer; all directors are in compliance. Disposition limited until guideline threshold met.
- Hedging/pledging: Prohibited by policy for directors.
- Deferred compensation: Non-Employee Director Deferred Compensation Plan permits deferrals of cash retainers and/or RSUs with no above-market earnings.
Governance Assessment
- Alignment: Director pay emphasizes equity via RSUs with one-year vesting and stock ownership/retention requirements (5× cash retainer), supporting alignment and at-risk exposure; hedging/pledging prohibitions enhance alignment quality.
- Independence and conflicts: Board determined Mehas independent; proxy discloses no related person transactions tied to him; T&C Committee reports no interlocks. These reduce conflict risk.
- Engagement/activism signal: Addition of Mehas via Cooperation Agreement with Barington signals responsiveness to shareholder input and targeted board skill enhancement; ongoing advisor fee to Barington ($20,000/month) is a governance consideration but not a disclosed conflict for Mehas.
- Attendance and effectiveness: Board and committee meeting cadence and >75% attendance for all directors (with ~97% average) support engagement; Mehas serves on T&C Committee, contributing to oversight of executive pay, stock ownership programs, and clawbacks.
- Director compensation structure: No performance-based equity for directors, no options; RSU-only approach reduces risk-taking incentives but may limit explicit pay-for-performance signals at the director level—appropriate given oversight role.
- Shareholder sentiment: 2024 Say-on-Pay support ~94% suggests investor confidence in compensation oversight, indirectly reflecting the committee’s governance quality.
RED FLAGS: None disclosed specific to Mehas (no related party transactions; no hedging/pledging; no interlocks; independence affirmed). Monitoring item: activism-linked appointment under Cooperation Agreement—ensure continued independence in judgment and adherence to board evaluation processes.