Stephen B. Bratspies
HanesbrandsAbout Stephen B. Bratspies
Stephen B. Bratspies, age 57, has served as CEO and a director of Hanesbrands (HBI) since 2020; he holds an MBA from Wharton and a BA from Franklin & Marshall, and joined the board in 2020. He will depart as CEO at the end of 2025 or upon appointment of a successor, then step down from the board concurrently . During his tenure, HBI’s cumulative TSR (value of $100) moved from $103.36 (2020) to $63.95 (2024), while net organic sales shifted from $6,087MM (2020) to $3,507MM (2024), impacted in part by the 2024 Champion divestiture; net income was $(320.4)MM in 2024 versus $(75.6)MM in 2020 and $77.2MM in 2021 . 2024 operating execution included margin expansion, stronger cash generation, and more than $1B of debt paydown following the Champion sale .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hanesbrands Inc. | Chief Executive Officer | 2020–present | Brings experience in corporate risk management, financial management, marketing, global sourcing, strategic planning, and consumer products to HBI leadership and board oversight . |
| Walmart, Inc. | Chief Merchandising Officer; EVP Food; EVP General Merchandise; various exec roles | 2013–2020 | Senior leadership experience across merchandising and general management at a global retailer . |
| Specialty Brands | Chief Marketing Officer | 2003–2005 | Senior brand/marketing leadership . |
| PepsiCo (Frito-Lay NA) | Various executive positions | 1996–2003 | Consumer products operating leadership . |
| A.T. Kearney | Management Consultant | 1994–1996 | Strategy/operations consulting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Clorox Company | Director | 2024–present | Public company board service disclosed; committee roles not specified in HBI proxy . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $1,250,000 | $1,250,000 |
| Target Annual Bonus ($) | $2,000,000 (160% of salary) | $2,000,000 (160% of salary) |
| Actual AIP Payout ($) | $752,000 | $3,306,739 |
| Other Compensation ($) | $62,082 (all other) | $92,162 (all other) |
Notes
- CEO receives no additional compensation for board service .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcome
| Metric | Weight | Threshold | Target | Max | FY2024 Actual | Metric Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Net Organic Sales ($MM) | 50% | $3,387 | $3,565 | $3,743 | $3,507 | 75.6% | 37.78% |
| Adjusted Operating Income ($MM) | 50% | $339 | $377 | $415 | $415 | 200% | 100.00% |
| Initial Weighted Achievement | 137.78% | ||||||
| Debt Leverage Modifier | 3.4x (+20%) top end | 3.8x (0%) | 4.3x (–20%) | 3.37x | +20% | ||
| Final AIP Achievement | 165.34% |
Design notes
- 2024 AIP metrics: Net organic sales 50%, Adjusted Operating Income 50%, plus a leverage modifier (±20% based on net debt/adj. EBITDA). Payout capped at 100% if AOI threshold isn’t met .
Long-Term Incentive Plan (LTIP) – structure and metrics
| Component | Weight | Vesting | Metrics |
|---|---|---|---|
| Performance Share Awards (PSAs) | 60% | Cliff vest on 3rd anniversary (2024–2026 cycle) | 3-year average adjusted operating margin (40%), 3-year cumulative cash flow from operations (40%), 3-year relative TSR vs S&P 1500 Apparel, Accessories & Luxury Goods (20%), with rTSR capped at 100% if absolute TSR is negative . |
| RSUs | 40% | Ratable 33%/33%/34% over 3 years | Time-based; dividend equivalents paid at vesting . |
2024 CEO equity grants
- PSAs: target 216,884 shares (grant date fair value $5,184,400) .
- RSUs: 578,358 shares (grant date fair value $3,099,999) .
Prior-cycle PSA vesting (2012–2024 performance period)
- 2022 PSA awards (cash flow growth and adjusted EPS growth) vested at 66.67% of target based on three-year results; CEO vested on Feb 28, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (common shares) | 923,907 shares beneficially owned (direct/indirect); plus 1,110,458 RSUs; 1,292 stock equivalent units; total 2,035,657 including equivalents; <1% of outstanding (353,108,984) as of 2/24/2025 . |
| Outstanding Options | 83,333 @ $14.32; 83,333 @ $17.18; 83,334 @ $20.05; all expiring 8/3/2030 . |
| Unvested RSUs and PSAs | Multiple tranches outstanding; PSAs include 2023–2025 and 2024–2026 cycles; RSUs vest annually over 3 years . |
| Ownership Guidelines | CEO required to hold 6x salary; all continuing NEOs in compliance . |
| Hedging / Pledging | Prohibited for directors and executive officers . |
Vesting cadence & potential flow-through
- RSUs vest 33%/33%/34% annually; PSAs cliff vest after 3 years (e.g., Feb 2026 and Feb 2027 for 2023 and 2024 cycles). Monitor Form 4s around vesting periods for potential sales tied to tax withholding or 10b5‑1 plans .
Employment Terms
| Provision | Key Terms |
|---|---|
| Role status | CEO through appointment of successor; then non-executive advisor through 12/31/2025; termination expected to qualify as involuntary without cause under preexisting Severance/CoC agreement . |
| Severance (not for cause) | Cash severance $1,250,000; LTIP treatment value $4,815,636; benefits/perqs $12,500 (scenario as of 12/27/2024) . |
| Change-in-Control (double-trigger) | Cash $9,750,000 (consistent with 3x salary+target bonus), LTIP value $20,318,232, benefits/perqs $356,731 (scenario as of 12/27/2024) . |
| CoC vesting | Double-trigger for accelerated vesting or if no qualifying replacement awards are provided . |
| Clawbacks | Dodd‑Frank policy (financial restatement-based), plus supplemental discretionary clawback; AIP/LTIP documents include misconduct-based forfeiture/recoupment terms . |
| Perquisites | Limited; aircraft policy with personal use only by prior approval; 2024 “All Other Compensation” for CEO totaled $92,162 (includes disability/AD&D insurance, 401(k) and SERP contributions) . |
Board Governance (director service, independence, committees)
- Director since 2020; not independent; no board committee assignments .
- Independent Chairman structure (William S. Simon); all key committees fully independent; non-management directors meet in regular executive sessions; average 2024 board/committee attendance ~97% for incumbents .
- CEO receives no director fees; director compensation applies only to non-employee directors .
Say‑on‑Pay & Compensation Committee
- Say‑on‑Pay support: ~94% at 2024 annual meeting; committee retained FW Cook as independent consultant; best-practice features include capped payouts, double-trigger CoC, no option repricing, no tax gross‑ups (other than relocation program) .
Performance & Track Record
HBI Pay vs Performance and financial trend snapshot
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 initial) | 103.36 | 122.40 | 49.42 | 34.66 | 63.95 |
| Peer Group TSR (S&P 1500 Apparel/Accessories/Luxury) | 92.47 | 104.02 | 67.96 | 73.42 | 69.98 |
| Net Income ($MM) | (75.6) | 77.2 | (127.2) | (17.7) | (320.4) |
| Net Organic Sales ($MM) | 6,087 | 6,745 | 6,178 | 5,645 | 3,507 |
Context and 2024 execution highlights
- 2024 featured gross and operating margin expansion, strong cash generation and over $1B of debt reduction, aided by the Champion divestiture; management cites improved inventory discipline and supply chain efficiencies .
- HBI emphasizes pay-for-performance alignment in 2024: AIP metrics concentrated on net organic sales and AOI with leverage modifier; LTIP PSAs moved to operating margin, cash flow, and relative TSR to stress durable value creation and deleveraging focus .
Compensation Structure Analysis (alignment and risk)
- Cash vs equity mix: CEO’s performance-based/at-risk pay is ~88% of target TDC; equity dominates via PSAs/RSUs, reinforcing stockholder alignment .
- Metric rigor/changes: 2024 AIP increased weighting on sales/AOI and added debt leverage modifier (±20%); LTIP shifted from adjusted EPS to operating margin + cash flow + rTSR with negative TSR cap—harder quality-of-earnings focus .
- Governance mitigants: Double-trigger CoC, robust clawbacks, stock ownership rules (CEO 6x salary), prohibition on hedging/pledging .
- Say‑on‑Pay/engagement: Strong 2024 support (~94%); ongoing shareholder outreach .
Director Service, Independence, and Dual-Role Implications
- Bratspies serves as CEO and director (non-independent); independent Chairman and fully independent committees mitigate combined power concerns; regular executive sessions further strengthen oversight .
- Board attendance robust (~97% average in 2024); CEO has no board committee roles .
Director Compensation (for completeness)
- CEO receives no incremental director pay; non-employee director packages disclosed separately .
Equity Grant Detail (FY2024 CEO)
| Award Type | Grant Date | Target/Units | Vesting | Grant Date Value |
|---|---|---|---|---|
| PSAs (2024–2026) | 3/26/2024 | 216,884 target; up to 200% payout | Cliff vest on 3rd anniversary, subject to performance | $5,184,400 |
| RSUs | 3/26/2024 | 578,358 | 33%/33%/34% over 3 years | $3,099,999 |
AIP Results vs Targets (CEO 2024)
- Final payout 165.34% of target (debt leverage modifier +20%) .
- CEO actual AIP payment: $3,306,739 .
Other Policies and Red Flags Check
- Related party transactions: none requiring reporting in 2024 .
- Pledging/hedging: prohibited (alignment positive) .
- Option repricing: prohibited without shareholder approval .
- Tax gross‑ups: none (other than relocation program) .
Investment Implications
- Incentive focus now emphasizes profitability, cash flow and deleveraging; the 2024 AIP’s positive 165% outcome and leverage modifier reinforce alignment with debt-reduction goals (watch for 2025 carry-through) .
- Equity cadence (annual RSU vesting; PSA cliffs in 2026/2027) creates predictable windows for potential insider sales; monitor Form 4 filings around vesting dates for selling pressure signals .
- CEO transition slated by end-2025 introduces execution and retention risk; severance framework is defined (double-trigger CoC; involuntary separation benefits), limiting uncertainty but elevating leadership transition risk into 2025 .
- Governance mitigants (independent Chair, strong clawbacks, ownership requirements, hedging/pledging prohibitions) reduce alignment risk; Say‑on‑Pay support remains strong (~94%) .
If you would like, I can add Form 4 insider trading detail (buys/sells, 10b5‑1 plans) and a vesting calendar to refine near-term selling pressure analysis.