M. Scott Lewis
HanesbrandsAbout M. Scott Lewis
M. Scott Lewis is Chief Financial Officer and Chief Accounting Officer of Hanesbrands Inc., appointed CFO effective July 11, 2023; previously Interim CFO from March–July 2023 and January 2020–April 2021, and Chief Accounting Officer since May 2015. He is age 52 at appointment and holds a BBA from Appalachian State University; prior experience includes Senior Manager at KPMG and extensive HBI finance roles since 2006 (external reporting, tax, financial reporting) where he led ERP implementation, global shared services, COVID response, and a debt refinancing in early 2023 . Company performance tied to executive incentives in FY2024 included Net Organic Sales of $3,507MM, Adjusted Operating Income of $415MM, and a company TSR of 63.95; the AIP paid at 165.34% of target after a leverage modifier, while FY2024 net income was -$320.4MM, underscoring reliance on adjusted metrics in incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hanesbrands Inc. | Chief Financial Officer & Principal Financial Officer | Jul 2023–present | Leads finance post-Champion divestiture; aligned incentives set at $750k AIP and $1.5M LTIP target . |
| Hanesbrands Inc. | Interim Chief Financial Officer | Mar 2023–Jul 2023 | Guided debt refinancing in early 2023; continuity during finance leadership transition . |
| Hanesbrands Inc. | Interim Chief Financial Officer | Jan 2020–Apr 2021 | Helped lead through COVID disruption . |
| Hanesbrands Inc. | Chief Accounting Officer & Principal Accounting Officer | May 2015–present | Transformation lead for ERP; established global shared services . |
| Hanesbrands Inc. | VP, Tax | 2013–2015 | Oversaw complex multinational tax structure . |
| Hanesbrands Inc. | VP, Financial Reporting & Accounting | 2013 | Strengthened controllership and reporting . |
| Hanesbrands Inc. | VP, External Reporting | 2011–2013 | SEC reporting leadership . |
| Hanesbrands Inc. | Director, External Reporting | 2006–2011 | Built reporting foundation post-spin . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG | Senior Manager (Audit & Advisory) | Pre-2006 | Public-company audit/advisory experience . |
Fixed Compensation
- Base salary rate: $750,000 (set upon CFO appointment; 2024 rate) .
- 2024 AIP target: $750,000 (100% of base); LTIP target: $1,500,000; total target direct comp: $3,000,000 .
- 2022–2025 retention award: $772,000 cash retention, payable $386,000 in Oct 2024 and $386,000 in Oct 2025, contingent on continued employment through Oct 2025 .
Multi-Year Compensation (SCT)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 384,167 | 887,922 | 750,000 |
| Bonus | 650,000 | — | 386,000 (retention installment) |
| Stock Awards (Grant-date fair value) | 324,986 | 1,237,490 | 1,603,428 |
| Option Awards | — | — | — |
| Non-Equity Incentive (AIP) | — | 224,803 | 1,240,027 |
| Change in Pension/Deferred Earnings | — | — | — |
| All Other Compensation | 140,359 | 43,491 | 84,383 |
| Total | 1,499,512 | 2,393,706 | 4,063,838 |
Perquisites and Company contributions (2024): life insurance $17,668; long-term disability $7,163; AD&D $149; personal aircraft use $4,971; 401(k) contribution $13,800; SERP defined contribution $40,632 .
Performance Compensation
Annual Incentive Plan (AIP) — FY2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Metric Achievement | Weighted Achievement |
|---|---|---|---|---|---|---|---|
| Net Organic Sales ($MM) | 50% | 3,387 | 3,565 | 3,743 | 3,507 | 75.6% | 37.78% |
| Adjusted Operating Income ($MM) | 50% | 339 | 377 | 415 | 415 | 200% | 100% |
| Initial Total Weighted Achievement | — | — | — | — | — | — | 137.78% |
| Debt Leverage Modifier (Net Debt/Adj. EBITDA) | ±20% | 4.3x (−20%) | 3.8x (0%) | 3.4x (+20%) | 3.37x | +20% | — |
| Final Weighted Achievement | — | — | — | — | — | — | 165.34% |
| Lewis AIP: Target vs Actual ($) | — | — | 750,000 | — | 1,240,027 | — | — |
AIP metric definitions and 2024 changes: Sales and AOI each weighted 50% with leverage modifier; inventory metric removed; maximum payout restored to 200% pre-modifier, overall capped at 100% of target if AOI threshold not met .
Long-Term Incentive Program (LTIP) — FY2024 Grants
| Award Type | Grant Date | Shares (#) | Grant-date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSAs (2024–2026 cycle) | 3/26/2024 | Target 167,910; Max 335,820 | 1,003,430 | Cliff vest last business day of Feb 2027, 0–200% earned; cash dividend equivalents on earned shares | 3-yr avg adjusted operating margin (40%), 3-yr cumulative cash from operations (40%), 3-yr rTSR vs S&P 1500 Apparel peers (20%); TSR component capped at 100% if absolute TSR negative . |
| RSUs | 3/26/2024 | 111,940 | 599,998 | Ratable 33%/33%/34% on 1st/2nd/3rd anniversaries | Time-based . |
| RSUs (Interim CFO grant) | 2/1/2023 | 25,000 | — | 33%/33%/34% on anniversaries | Time-based . |
| RSUs & PSAs (CFO appointment supplemental) | 7/10/2023 | RSUs 43,447; PSAs 64,845 | RSUs valued $293,750; PSUs valued $293,750 at target | RSUs 33%/33%/34%; PSAs per 2023–2025 terms | PSAs subject to same performance goals as 2023 annual awards . |
Lewis’s 2024 LTIP opportunity: $1,500,000 target, split 60% PSAs / 40% RSUs .
Option awards: HBI has not granted stock options or appreciation awards since 2020 . Lewis holds no unexercised options; his outstanding equity at 12/28/2024 comprised RSUs and PSAs .
Equity Ownership & Alignment
- Beneficial ownership (Feb 24, 2025): 100,114 shares directly; 246,878 RSUs; total 346,992; percentage of class: less than 1%; shares outstanding: 353,108,984 .
- Outstanding/unvested at FY2024 year-end: RSUs 25,000 (2/1/2023), 43,447 (7/10/2023), 111,940 (3/26/2024); PSAs unearned 335,820 (assumes max for disclosure) .
- Stock ownership guidelines: CFO must hold stock valued at 3× base salary; all continuing NEOs are in compliance; executives must retain 50% of net shares until guideline met; unvested RSUs and certain plan equivalents count, PSAs do not; hedging and pledging prohibited .
- Nonqualified deferred comp (SERP DC component): Company contribution $40,632 in 2024; year-end balance $40,632; no above-market earnings; also 401(k) $13,800 .
Employment Terms
| Scenario | Cash Severance | Equity (LTIP) Value Vested/Accelerated | Benefits & Perqs Continuation | Total |
|---|---|---|---|---|
| Involuntary Termination Not For Cause | $1,500,000 (24 months base salary) | $541,427 | $49,426 | $2,090,853 |
| Change in Control + Qualifying Termination | $3,000,000 (2× cash comp: base + greater of target/avg AIP; double-trigger) | $3,753,193 | $176,752 | $6,929,945 |
Key terms:
- Severance agreements require non-compete, non-solicit, confidentiality; payments cease if employed by competitor; pro-rated incentive for year of termination based on actual full-year performance .
- Change-in-control equity vesting accelerates with double-trigger (termination within two years) or lack of qualifying replacement awards; death/disability accelerates; certain near-vesting terminations allow 90-day continued vesting .
- Retirement provisions allow lapse of employment-based vesting on awards if age/service and notice/transition conditions met; Lewis has attained age 50+ and 10+ years of service .
Clawbacks and trading restrictions:
- Dodd-Frank Clawback Policy for erroneously awarded incentive comp; Supplemental Policy covers broader compensation; AIP/PSA forfeiture/recovery for code violations; hedging/pledging/options trading prohibited .
Investment Implications
- Alignment: High at-risk mix with 60% PSA weighting and multi-year metrics (margin, cash flow, rTSR) strengthens pay-for-performance and stockholder alignment; stock ownership guideline compliance and no pledging/hedging reduce misalignment risk .
- Retention: Explicit $772k cash retention through Oct 2025 plus double-trigger CIC protection lowers near-term departure risk; scheduled RSU/PSA vesting dates (Feb and March anniversaries) create predictable equity events rather than opportunistic selling; insider trading policy further constrains behavior .
- Performance signals: FY2024 AIP payout at 165.34% reflects strong adjusted operating execution and deleveraging progress (3.37x leverage), but reported net income was -$320.4MM—investors should scrutinize adjustments and cash conversion to validate sustainability; 2024 LTIP PSA structure adds margin and cash discipline through 2026 .
- Change-of-control economics: 2× cash comp and accelerated equity under double-trigger are standard but sizable; consider potential costs in event-driven scenarios and the leverage of LTIP values tied to share price at termination .
- Governance: 2024 Say-on-Pay support ~94% suggests investor acceptance of comp framework; Talent & Compensation Committee is fully independent with robust policies, mitigating governance red flags .