William S. Simon
HanesbrandsAbout William S. Simon
William S. Simon, age 65, is an independent director of Hanesbrands Inc. since 2021 and has served as Chairman of the Board since 2023. He previously held senior leadership roles at Walmart (including President and CEO of Walmart U.S.), is President of WSS Venture Holdings LLC, and serves as an Executive Advisor to KKR; he holds an M.B.A. and B.A. from the University of Connecticut . He is classified as an independent director in HBI’s proxy summary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Stores, Inc. | President & CEO, Walmart U.S. | 2010–2014 | Led U.S. retail operations; strategic, operational, and financial leadership |
| Walmart Stores, Inc. | Executive Vice President & COO | 2007–2010 | Oversaw operations; supply chain and execution experience |
| Walmart Stores, Inc. | EVP, Professional Services & New Business Dev. | 2006–2007 | Growth and new business initiatives |
| WSS Venture Holdings LLC | President | 2014–current | Private investment/operating role |
| KKR & Co. | Executive Advisor | 2015–current | Advisory to portfolio companies; governance and operations |
| Brinker Intl., Diageo N.A., Cadbury Schweppes plc | Various executive positions | 1990–2006 | Consumer products and brand management experience |
External Roles
| Organization | Role | Tenure | Status Notes |
|---|---|---|---|
| Darden Restaurants, Inc. | Director | 2012–2014; 2014–current | Current, per “to current” |
| Pitney Bowes Inc. | Director | 2024 | Joined 2024; current status not specified in proxy |
| Equity Distribution Acquisition Corp. | Director | 2020–2022 | Prior |
| GameStop Corp. | Director | 2020–2021 | Prior |
| Academy Sports & Outdoors, Inc. | Director | 2020–2021 | Prior |
| Anixter International, Inc. | Director | 2019–2020 | Prior |
| Chico’s FAS, Inc. | Director | 2016–2021 | Prior |
| Florida Dept. of Management Services | Secretary | 2003–2005 | Government role |
| U.S. Navy and Naval Reserves | Service | 1980–2005 | Military service |
Board Governance
- Independent Chairman of the Board; HBI’s Board leadership separates CEO and Chair, with fully independent Audit, Talent & Compensation, and Governance & Nominating Committees .
- Not currently serving on any Board committees; the nominee table lists “Committee Membership • None,” though he has actively served on all three committees during his tenure and now concentrates duties as independent Chair (presides over executive sessions, agenda-setting, liaison to CEO and shareholders) .
- 2024 meetings: Board met 5 times; Audit 8, Governance 4, Talent & Compensation 5; all directors attended the 2024 annual meeting and each attended over 75% of Board/committee meetings held during their membership periods; incumbent directors averaged ~97% attendance .
- Board follows ISG-aligned governance practices: annual elections, proxy access, majority voting with resignation policy, no poison pill, prohibition on hedging/pledging .
Fixed Compensation
| Item (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Simon) | $285,000 | Includes Independent Chairman retainer and applicable Board retainers |
| Stock Awards (grant-date fair value) | $154,999 | RSUs; computed per FASB ASC 718 |
| Total (Simon) | $439,999 | Sum of cash and equity |
| Independent Chairman Additional Cash Retainer | $175,000 | Position-based retainer |
| Committee Chair Retainers | Audit $25,000; Talent & Comp $25,000; Governance $25,000 | Applies to committee chairs (not Simon) |
| Committee Member Retainers | Audit $5,000; Talent & Comp $2,500; Governance $2,500 | Applies to committee members |
- Director Deferred Compensation Plan allows deferral of cash retainers and/or RSUs; no above‑market or preferential earnings; distributions per elected date or specified events .
- Program unchanged from 2023 .
Performance Compensation
| Feature | Detail |
|---|---|
| Director Equity Form | Annual RSUs; one‑year vesting; no options outstanding for non‑employee directors |
| RSUs Outstanding (as of 12/28/2024) | 33,477 RSUs for each non‑employee director including Simon |
| Option Awards | None for non‑employee directors |
| Performance Metrics | None tied to director awards (RSUs are time‑vested) |
| Clawbacks/Forfeiture | Equity subject to Company clawback policies; forfeiture for violations of code/harmful activity; broader Supplemental clawback exists |
Other Directorships & Interlocks
| Committee | 2024 Members | Interlock/Insider Participation Statement |
|---|---|---|
| Talent & Compensation | Johnson (Chair), Chand, Mehas, Moison, Moran | All members independent; no related‑party transactions required to be disclosed; no interlocking relationships existed with any other company’s board/comp committee |
| Governance & Nominating | Breig (Chair), Chand, Irvin, Johnson | Fully independent |
| Audit | Moran (Chair; Gasaway chair effective 5/1/2025 subject to election), Breig, Browne, Gasaway, Moison | Fully independent |
- Proxy summary indicates no “overboarded” directors; policy caps other public boards at three, and Simon is shown with one other public company board in the summary table .
Expertise & Qualifications
- CEO experience; governance/compliance/risk oversight; financial/accounting/audit; apparel/retail/consumer products; operations; strategy; supply chain; talent/human capital; international business—skills matrix shows Board coverage across these, aligned with Simon’s background .
- Education: M.B.A. and B.A., University of Connecticut .
Equity Ownership
| Holder | Beneficial Shares | RSUs | Total | % of Class | Shares Outstanding Reference |
|---|---|---|---|---|---|
| William S. Simon | 59,773 | 18,630 | 78,403 | * (below 1%) | 353,108,984 as of 2/24/2025 |
- Director stock ownership guideline: must hold shares equal to at least 5× the annual cash retainer (excludes committee/chair retainers); may not dispose of shares until guideline met; RSU/deferred equivalents count; all directors in compliance .
- Hedging/pledging/margining prohibited for directors and officers; preclearance required for transactions per insider trading policy .
Governance Assessment
- Strengths: Independent Chair with defined responsibilities enhancing oversight; fully independent committees; strong attendance (~97% average for incumbents); robust ownership/retention guidelines; prohibition on hedging/pledging; director compensation reviewed with independent consultant and peer data; say‑on‑pay support ~94% in 2024 .
- Alignment: Simon’s mix includes meaningful equity via RSUs and compliance with director ownership guidelines; no director options outstanding; clawback and forfeiture provisions strengthen accountability .
- Potential Red Flags: Cash component ($285k) exceeds equity grant ($154,999), which can modestly dilute equity alignment versus peers; however policy unchanged year‑over‑year and strong ownership requirements mitigate this .
- Conflicts/Related Party: No interlocks reported for Talent & Compensation; proxy does not disclose any related‑party transactions involving Simon; hedging/pledging bans reduce alignment risk .
- Overboarding: Company policy restricts to ≤3 other boards; proxy summary shows Simon with one other board, mitigating time‑commitment risk .
Implication for investors: Governance structure and Simon’s retail/operator background support effective Board oversight during a strategic turnaround; equity ownership rules, independent Chair role, and committee independence bolster investor confidence. Monitor director cash/equity mix and any changes to external board service (e.g., Pitney Bowes tenure) for potential overboarding or alignment drift .