Natasha C. Chand
HanesbrandsAbout Natasha C. Chand
Independent director at Hanesbrands Inc. since 2023; age 51. Former Amazon executive who co-founded and led Softlines Private Brands, with deep experience in consumer brand building, retail operations, and scaling private-label programs. Education: MBA (Stanford) and HBA (University of Western Ontario). Serves on HBI’s Governance & Nominating and Talent & Compensation committees; Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NoBo, LLC | Principal | 2022–present | Strategic advisory; consumer/tech focus |
| Amazon.com, Inc. | Co‑Founder & Leader, Softlines Private Brands; Director & Category Leader, Sporting Goods | 2014–2021 | Built and scaled private brands; retail ops |
| Target Australia Pty Ltd | EVP, Menswear | 2012–2014 | Merchandising leadership |
| Levi Strauss & Co. | Various leadership positions | 2005–2012 | Apparel operations/brand management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aristocrat Leisure Limited | Director (public company) | 2024–present | Additional public board; gaming industry |
| Fair Trade USA | Independent Board Director | 2022–present | Non-profit governance |
Board Governance
- Committee assignments: Governance & Nominating (member) and Talent & Compensation (member) .
- Independence: Board determined Ms. Chand is independent per NYSE listing standards; no related person transactions identified for any independent director .
- Attendance and engagement: In 2024, the Board met 5 times; Audit 8, Governance & Nominating 4, Talent & Compensation 5. All directors attended the 2024 annual meeting, and each director attended over 75% of Board and applicable committee meetings .
- Committee scopes (relevant to oversight): Governance & Nominating oversees director nominations, corporate governance policies, and ESG oversight; Talent & Compensation oversees executive pay, clawback policies, peer benchmarking, human capital, and Say‑on‑Pay responses; uses independent consultant FW Cook and reported no interlocks or related‑party compensation committee relationships .
- Board structure: Independent Chairman; all three standing committees fully independent .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 115,000 | Committee member retainers included; no meeting fees disclosed |
| Stock awards (RSUs) | 154,999 | One-year vesting; time-based RSUs |
| Total | 269,999 | Non-employee director compensation |
| Program features | — | Directors may defer cash/RSUs; no above-market returns; ownership guideline 5x cash retainer; all directors in compliance |
Additional program schedule (company-wide for directors):
- Committee cash retainers: Chairs $25,000; members $5,000 (Audit)/$2,500 (Talent & Compensation and Governance & Nominating) .
- Non-employee director compensation limit under the equity plan: $1,000,000 grant-date value per calendar year .
Performance Compensation
Non-employee director pay is not performance-based (time-vested RSUs; no options or PSUs) . For context on metrics Ms. Chand oversees as a member of the Talent & Compensation Committee:
| Executive Incentive Program | Metrics | Weights |
|---|---|---|
| Annual Incentive Plan (AIP) | Net organic sales; Adjusted operating income; Debt leverage modifier (±20%) | 50% / 50%; modifier applies |
| Long‑Term Incentive PSAs (2024–2026) | 3‑year avg adjusted operating margin; 3‑year cumulative cash from operations; 3‑year relative TSR (S&P 1500 Apparel, Accessories & Luxury Goods Index; capped at 100% if absolute TSR is negative) | 40% / 40% / 20% |
FY2024 AIP outcome (for executives) was 165.34% of target, reflecting above-plan performance and leverage improvement, illustrating the pay‑for‑performance framework she helps oversee .
Other Directorships & Interlocks
| Company/Organization | Overlap with HBI customers/suppliers | Notes |
|---|---|---|
| Aristocrat Leisure Limited | None disclosed | Different industry; no related-party transactions reported by HBI in 2024 |
| Fair Trade USA | None disclosed | Non-profit; governance role |
- Compensation committee interlocks: None for any Talent & Compensation Committee members in 2024/2025 .
Expertise & Qualifications
- Consumer/retail and private brands operating leadership; supply chain and merchandising depth .
- Strategy development and scaling consumer brands; international operations experience .
- MBA (Stanford); HBA (Western Ontario) .
- Board skills matrix recognizes governance, financial, strategy, operations, and apparel/retail experience across directors; Chand included among independent nominees .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Beneficially owned common shares | 21,760 | Feb 24, 2025 |
| RSUs (unvested/outstanding counted for ownership) | 18,630 | Feb 24, 2025 |
| Total counted for ownership table | 40,390 | Feb 24, 2025 |
| % of shares outstanding | <1% (denoted “*”) | Feb 24, 2025 |
| Outstanding RSUs held by each non-employee director | 33,477 (as of Dec 28, 2024) | Dec 28, 2024 |
| Stock ownership/retention guideline | 5x annual cash retainer; all directors in compliance | Policy |
| Hedging/pledging | Prohibited under company policy | Policy |
Reference total shares outstanding: 353,108,984 (for percentage context) .
Governance Assessment
- Board effectiveness: Independent status; active committee roles in governance and compensation oversight; strong aggregate attendance; independent Chairman; fully independent committees—positive alignment with Investor Stewardship Group principles .
- Alignment and incentives: Director pay mix (cash + time‑vested RSUs), ownership guidelines (5x retainer), and anti‑hedging/pledging deepen alignment; no stock options for directors .
- Conflicts and related-party risks: No related‑person transactions reported in 2024; no compensation committee interlocks; no dual roles with HBI competitors/suppliers disclosed—low conflict risk .
- Shareholder signals: 2024 Say‑on‑Pay support ~94% indicates investor acceptance of executive pay oversight; committee uses independent consultant FW Cook with independence assessment .
RED FLAGS
- None disclosed for Ms. Chand: no related‑party transactions, no pledging/hedging, no interlocks; attendance thresholds met; director equity is time‑based RSUs (no option repricing risk) .