Sharilyn S. Gasaway
HanesbrandsAbout Sharilyn S. Gasaway
Sharilyn S. Gasaway, age 56, is an independent director of HanesBrands Inc. (HBI) since 2024. A former EVP & CFO of Alltel Corporation and ex–Arthur Andersen audit manager, she is designated an “audit committee financial expert” and will become Audit Committee Chair on May 1, 2025 if elected at the 2025 Annual Meeting. She holds a B.S. from Louisiana Tech University, is a licensed CPA, and completed an executive development program at Wharton. She was appointed to HBI’s Board effective July 9–10, 2024 and serves on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alltel Corporation | EVP & CFO | 2005–2009 | Led finance, reporting, risk; part of executive team executing $32B take-private and subsequent merger with Verizon (transformational transaction execution experience). |
| Alltel Corporation | Corporate Controller & Principal Accounting Officer | 2002–2005 | Strengthened accounting controls and reporting rigor. |
| Alltel Corporation | Director of General Accounting | 1999–2002 | Oversight of corporate accounting functions. |
| Arthur Andersen LLP | Audit Manager | 1991–1999 | External audit, SEC reporting, controls; public company audit expertise foundation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.B. Hunt Transport Services, Inc. (JBHT) | Director; Audit Committee Chair; member of Compensation & Corporate Governance committees | 2009–present (committee roles documented in 2020–2021 proxy) | Chairs audit; cross-functional compensation/governance participation (material governance experience). |
| Genesis Energy, L.P. (GEL) | Director of general partner; Audit Committee Chair | 2010–present | Chairs audit; deep midstream risk and financial oversight. |
| Waddell & Reed Financial, Inc. | Director | 2010–2021 | Prior public company board service adds financial services perspective. |
Board Governance
- Independence: The Board determined Gasaway and 9 other directors are independent under NYSE standards; audit, talent & compensation, and governance committees are fully independent; Gasaway meets the enhanced audit committee independence standards.
- Committee assignments: Audit Committee member in 2024; slated to assume Audit Committee Chair role May 1, 2025 (Moran to step down), contingent on election at the Annual Meeting.
- Attendance & engagement: In 2024, the Board met 5 times; Audit met 8; Governance & Nominating met 4; Talent & Compensation met 5. Each director attended over 75% of Board and applicable committee meetings; non‑management executive sessions held regularly and presided over by independent Chair.
- Governance policies: Hedging and pledging of company stock are prohibited; proxy access; declassified board; average incumbent director attendance ~97%; specified retirement age; no poison pill; overboarding policy (no director serves on more than three other public boards).
- Shareholder engagement: Company entered a cooperation agreement with Barington (amended in 2024 and 2025) regarding board composition and related matters; advisor receives $20,000/month; cooperation period ends Nov 30, 2025.
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $57,500 |
| Stock Awards ($) (RSUs grant-date fair value) | $77,498 |
| Total ($) | $134,998 |
| RSUs Outstanding (units) as of Dec 28, 2024 | 15,019 |
| Notes | Gasaway joined the Board effective July 9, 2024; received prorated cash retainers and RSU award. One‑year RSU vesting; no stock options for directors. |
Director compensation program (unchanged in 2024): Additional cash retainers—Independent Chairman $175,000; Audit Chair $25,000 / member $5,000; Talent & Compensation Chair $25,000 / member $2,500; Governance & Nominating Chair $25,000 / member $2,500.
Performance Compensation
- Non‑employee director compensation is not performance‑based; equity is time‑vested RSUs with one‑year vesting; no options are held by non‑employee directors.
- The Omnibus Incentive Plan includes change‑in‑control and acceleration provisions at the committee’s discretion, minimum one‑year vesting, and prohibits repricing without stockholder approval.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| JBHT | Director; Audit Chair; Compensation & Corporate Governance member | Logistics services provider broadly; HBI’s related person transactions review found none in 2024; no relationships noted affecting independence. |
| GEL | Director; Audit Chair | Energy midstream exposure; no related person transactions requiring reporting in 2024; independence affirmed. |
| Waddell & Reed | Former Director | Prior role only; no continuing interlock at HBI. |
Expertise & Qualifications
- Designated audit committee financial expert; deep CFO, audit, risk, controls expertise.
- Transaction execution track record: part of Alltel team executing $32B take-private and Verizon merger.
- Industry breadth: telecom operations, public company finance, audit leadership; licensed CPA; Wharton executive development.
Equity Ownership
| Metric | Dec 28, 2024 | Feb 24, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | — | — |
| RSUs (units) | 15,019 | 33,649 |
| Total Beneficial Ownership (units) | 15,019 | 33,649 |
| Notes | Director stock ownership guidelines require holding value ≥5× annual cash retainer; all directors are in compliance. |
- Ownership alignment: Directors may defer cash and/or RSUs into the Non‑Employee Director Deferred Compensation Plan; no “above‑market” earnings; disposal restrictions until guideline met.
- Hedging/pledging prohibition enhances alignment and reduces risk of misaligned incentives.
Governance Assessment
- Strengths: Independence affirmed; audit financial expert designation; slated Audit Chair role strengthens financial oversight; high meeting attendance; strict anti‑hedging/pledging; robust related‑party review with no transactions in 2024; director ownership guidelines in place and met. These support board effectiveness and investor confidence.
- Potential risks/watch items: Workload across multiple audit chair roles (JBHT, GEL) requires monitoring for overboarding, though HBI policy limits are met (≤3 other boards); newness to HBI Board (joined mid‑2024) implies limited on‑board tenure ahead of assuming Audit Chair—transition oversight effectiveness should be observed through 2025.
- Context signals: 2024 say‑on‑pay support ~94%; activism cooperation agreement in place through Nov 2025; audit RFP underway for potential auditor rotation—Gasaway’s audit leadership will be pivotal during these governance processes.
No red flags identified regarding related‑party transactions, hedging/pledging, or attendance; independence and audit expertise are clear positives for governance quality at HBI.