Robert F. Moran
HanesbrandsAbout Robert F. Moran
Independent director of Hanesbrands Inc. (HBI) since 2013; age 74. Moran is designated an Audit Committee Financial Expert and currently chairs the Audit Committee through April 30, 2025, with planned chair transition to Sharilyn Gasaway on May 1, 2025, pending her election . He is a former CEO/Chairman in consumer retail and currently serves as CEO of UNATION, Inc.; education: B.S., Villanova University . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSmart, Inc. | Chairman; CEO; COO; President North American Stores | 2001–2013 | Senior operating leadership across strategy, operations, finance |
| GNC Holdings, Inc. | Interim CEO; Chairman; Director | 2013–2019 | Turnaround/executive leadership in consumer health retail |
| Payless, Inc. | Director | 2005–2012 | Board oversight in footwear retail |
| Toys “R” Us (Canada) Ltd. | President | 1998–1999 | Country leadership, operations |
| Sears de Mexico | President & CEO; EVP & CFO | 1995–1998 | General management, finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UNATION, Inc. | Chief Executive Officer | 2021–present | Private company leadership |
| Villanova University | Member, Board of Trustees | Not disclosed | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee Chair (financial expert) through April 30, 2025; Talent and Compensation Committee member .
- Independence: Board determined Moran is independent; all current Board committees fully independent .
- Attendance and engagement: 2024 Board met 5 times; Audit 8; Governance & Nominating 4; Talent & Compensation 5; average incumbent director attendance ~97%; each director attended >75% of meetings; directors expected to attend annual meeting and engage with stockholders .
- Leadership structure: Independent Chairman (William S. Simon); non-management directors meet regularly in executive session .
- Retirement age policy: At age 74, Moran submitted a resignation letter; Board did not accept to allow overlap with incoming Audit Chair (Gasaway) .
| 2024 Meetings | Count |
|---|---|
| Board | 5 |
| Audit Committee | 8 |
| Governance & Nominating | 4 |
| Talent & Compensation | 5 |
| Attendance – each director | >75% |
| Attendance – average | ~97% |
Fixed Compensation (Director)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 137,500 | 154,999 | — | 292,499 |
- Cash retainers schedule (additional): Audit Chair $25,000; Audit member $5,000; Talent & Compensation Chair $25,000; Talent & Compensation member $2,500; Governance & Nominating Chair $25,000; Governance & Nominating member $2,500; Independent Chairman $175,000 (applies to Mr. Simon) .
- Director Deferred Compensation Plan available; no above-market earnings; some directors defer RSUs/cash. No stock options for non-employee directors .
Performance Compensation (Director)
| Element | Structure | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | Time-based | One-year vesting | None; time-based only |
| Plan guardrails | No option/SAR repricing without stockholder approval; non-employee director annual comp cap $1,000,000; dividends on equity deferred until vesting | As disclosed in Amended 2020 Plan | Governance safeguards; not performance metrics |
- The non-employee director program is unchanged from fiscal 2023; emphasis on equity ownership to align interests .
- Stock ownership/retention guideline: must hold HBI stock equal to at least 5x annual cash retainer before disposing of net shares; all directors in compliance .
Other Directorships & Interlocks
| Company | Status | Role | Dates |
|---|---|---|---|
| GNC Holdings, Inc. | Prior public | Chairman; Interim CEO; Director | 2013–2019 |
| PetSmart, Inc. | Prior public | Chairman; CEO; Director | 2009–2013 |
| Payless, Inc. | Prior public | Director | 2005–2012 |
- Compensation committee interlocks: None existed; no related-party relationships for committee members .
Expertise & Qualifications
- Audit/financial: Audit Committee Financial Expert; CFO experience; oversight of internal control, risk, and financial reporting .
- Consumer/retail operations: Multi-decade CEO/COO experience in large consumer retailers .
- Risk oversight: Led Audit Committee report and enterprise risk management reviews; cybersecurity and sustainability risk oversight via committee charters .
Equity Ownership
| As of | Direct/Beneficial Shares | % of Class | RSUs Outstanding | Stock Equivalent Units | Total Beneficial + RSUs |
|---|---|---|---|---|---|
| Feb 24, 2025 | 197,743 | <1% (“*”) | 18,630 | — | 216,373 |
| Shares Outstanding | 353,108,984 | — | — | — | — |
- RSU holdings for Moran at year-end: 33,477 outstanding RSUs across most non-employee directors; Gasaway 15,019; one-year vesting .
- Hedging and pledging of HBI stock is prohibited; directors comply with ownership/retention guidelines .
Governance Assessment
- Strengths
- Independence; Audit financial expertise; deep operating background enhances oversight in cost, supply chain, and margin expansion focus .
- High board/committee attendance and regular executive sessions bolster accountability .
- Director pay mix balances cash and equity; ownership guideline (5x retainer) and prohibition on hedging/pledging align interests .
- No related person transactions in 2024; no compensation committee interlocks .
- Watchpoints
- Retirement-age exception: Board declined Moran’s resignation at 74 to enable Audit Chair transition overlap; reasonable continuity, but prolonged tenure can raise succession concerns if extended further .
- Audit Chair transition: Ensure seamless handoff to Gasaway and continued audit quality and ERM oversight amid ongoing auditor RFP process .
- Broader signals
- 2024 Say-on-Pay support ~94% indicates general investor alignment on compensation framework, though applies to NEOs, not directors .
- Ongoing cooperation agreement with Barington (through Nov 30, 2025) introduces external advisory dynamics; not a direct conflict for Moran, but relevant to board composition and governance posture .
Overall, Moran presents strong audit/financial oversight credentials and alignment through equity ownership and policy compliance. The temporary extension beyond retirement age appears purposeful for Audit leadership transition and does not, by itself, signal governance degradation; continued monitoring of tenure and committee leadership rotation is prudent .