Mark A. Irvin
HanesbrandsAbout Mark A. Irvin
Independent director at Hanesbrands Inc. since 2023; age 62. Currently Executive Vice President and Chief Supply Chain Officer at Best Buy Co., Inc.; prior roles include Chief Talent Officer and senior supply chain leadership at Best Buy, distribution leadership at Target, and service as a U.S. Army Lieutenant/Captain. Education: MBA (Franklin University) and BA (Fisk University). The Board classifies him as independent under NYSE standards, with no related person transactions identified by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | EVP & Chief Supply Chain Officer | 2022–present | Oversees global supply chain; deep logistics and distribution expertise . |
| Best Buy Co., Inc. | Chief Talent Officer | 2020–2022 | Human capital management and enterprise engagement experience . |
| Best Buy Co., Inc. | Various senior supply chain leadership positions | 2013–2020 | Procurement, logistics, transportation, distribution . |
| Target Corporation | Distribution leadership positions | 2003–2013 | Large-scale retail operations exposure . |
| U.S. Army | Lieutenant/Captain | 1984–1992 | Leadership and operational discipline . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Best Buy Foundation | Director | Not specified | Non-profit foundation role . |
| National Retail Federation (NRF) Foundation | Director | Not specified | Industry non-profit role . |
Board Governance
- Committee assignments: Governance & Nominating Committee member (not Chair) .
- Independence: Determined independent under NYSE listing standards; no related person transactions noted for directors reviewed .
- Attendance and engagement: Board met 5 times in 2024; committees met 8 (Audit), 4 (Governance & Nominating), and 5 (Talent & Compensation). Each director attended over 75% of Board and committee meetings held during their membership; all directors attended the 2024 annual meeting. Average incumbent director attendance ~97% in 2024 .
| Governance Attribute | Detail |
|---|---|
| Committee Membership | Governance & Nominating Committee (member) . |
| Chair Roles | None (not a committee chair) . |
| Independence | Independent under NYSE standards . |
| Attendance | >75% of Board/committee meetings for all directors; 2024 annual meeting attended . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 112,500 | Reflects Board/committee retainers; Governance & Nominating Committee member fee $2,500; directors may prorate if changes during year . |
Program-level cash retainer structure (unchanged from 2023): Independent Chairman $175,000; committee chair adders $25,000; Audit member $5,000; Talent & Compensation member $2,500; Governance & Nominating member $2,500 .
Performance Compensation
| Year | Stock Awards ($) | Award Type | Vesting | Outstanding Director RSUs | Notes |
|---|---|---|---|---|---|
| 2024 | 154,999 | RSUs | One-year vesting for non-employee director RSUs . | 33,477 | Outstanding RSUs per director as of 12/28/2024; Irvin elected to defer 2024 stock awards into the Director Deferred Compensation Plan . |
Performance metrics tied to director compensation: none. Non-employee directors receive time-based RSUs with one-year vesting; no stock options outstanding for directors. Dividends/dividend equivalents on awards are deferred until vesting; hedging/pledging prohibited by insider trading policy; non-employee director compensation capped at $1,000,000 per calendar year under the Amended 2020 Plan .
Other Directorships & Interlocks
| Category | Current Status |
|---|---|
| Other public company boards | None listed for Irvin . |
| Private/non-profit boards | Best Buy Foundation, NRF Foundation . |
| Interlocks/potential conflicts | Board found no related person transactions in 2024; independence affirmed under NYSE standards . |
Expertise & Qualifications
- Supply chain, procurement, logistics, transportation, distribution (core to HBI operations and cost structure) .
- Human capital management and enterprise engagement .
- Governance, compliance, and risk oversight experience via senior roles; contributes to Board proficiency .
Equity Ownership
| As of Record Date (Feb 24, 2025) | Common Shares Beneficially Owned | % of Class | RSUs (Other) | Stock Equivalent Units in Deferred Plans (Other) | Total “Other” |
|---|---|---|---|---|---|
| Mark A. Irvin | — | * | 18,630 | 58,492 | 77,122 |
| Shares Outstanding (HBI) | 353,108,984 | — | — | — | — |
| Policy Flags | Pledging/Hedging Prohibited | — | — | — | — |
Notes: “Other” includes RSUs and stock-equivalent units that do not represent a right to receive common stock within 60 days but are disclosed to show alignment with stockholders; values fluctuate with HBI’s stock price. All directors comply with stock ownership guidelines requiring holdings equal to at least 5x the annual cash retainer before disposing of net shares received under stock plans .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Instrument | Quantity | Nature/Notes |
|---|---|---|---|---|
| Feb 4, 2025 | Jan 28–29, 2025 | Phantom Stock/Deferred RSUs | 33,477 | Represents deferral of 33,477 shares into Director Deferred Compensation Plan; administrative settlement mechanisms disclosed . |
Governance Assessment
- Alignment: Equity grants (RSUs) and deferrals indicate meaningful alignment and long-term orientation; all directors comply with 5x cash retainer ownership guidelines; hedging/pledging banned, reducing misalignment risk .
- Effectiveness: Irvin brings relevant supply chain and human capital expertise to the Governance & Nominating Committee; independence affirmed; attendance strong at Board/committee level; no related-party concerns disclosed .
- Compensation structure: For 2024, equity awards ($154,999) exceeded cash fees ($112,500), reinforcing long-term shareholder alignment; director equity is time-vested, with no options outstanding and a non-employee director annual cap of $1,000,000 under the Omnibus Plan .
- Signals: Company received ~94% say-on-pay support in 2024 (brokers excluded, including abstentions), reflecting broader investor confidence in compensation governance; robust clawbacks apply to incentive compensation (primarily executives) and insider trading policies extend to directors .
RED FLAGS
- None identified: Board independence and related-party screens clean; hedging/pledging prohibited; attendance thresholds met; director compensation is standard (cash + RSUs) with a reasonable cap and time-based vesting .
Potential Considerations for Investors
- Direct common share ownership for Irvin is reported as “—” (less than 1%); however, RSUs and deferred stock units provide exposure to HBI equity and the director ownership guideline is met, mitigating “skin-in-the-game” concerns .