In order to assist our Board of Directors in making the independence determinations required by New York Stock Exchange (“NYSE”) listing standards, the Board of Directors has adopted categorical standards of independence. These standards, which are contained in our Corporate Governance Guidelines, are available on our corporate website, www.Hanes.com/investors (in the “Investors” section). The Board has determined that ~~eight~~nine of the ~~nine~~ten current members of our Board of Directors, Ms. Beebe, Ms. Breig, Mr. Griffin, Mr. Johnson, Mr. Moison, Mr. Moran, Mr. Nelson, Mr. Simon and Ms. Ziegler, are independent under NYSE listing standards and under our Corporate Governance Guidelines. In determining director independence, the Board of Directors did not discuss, and was not aware of, any related person transactions, relationships or arrangements that existed with respect to any of these directors.

Our Audit Committee’s charter requires that all of the members of the Audit Committee be independent under NYSE listing standards and the rules of the Securities Exchange Commission (“SEC”). The Board has determined that each of the current members of our Audit Committee is an independent director under NYSE listing standards and meets the enhanced standards of independence applicable to audit committee members under applicable SEC rules. The Board has also determined that each of Ms. Beebe and Mr. Moran qualifies as an “audit committee financial expert” under applicable SEC rules.

Our Compensation Committee’s charter requires that all of the members of the Compensation Committee be independent under NYSE listing standards, including the enhanced independence requirements applicable to Compensation Committee members and “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that each of the current members of our Compensation Committee is an independent director under NYSE listing standards and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act.

Our Governance and Nominating Committee’s charter requires that all of the members of the Governance and Nominating Committee be independent under NYSE listing standards. The Board has determined that each of the current members of our Governance and Nominating Committee is an independent director under NYSE listing standards.

The Board of Directors is elected by our stockholders to oversee their interests in the long-term health and the overall success of the Company’s business. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with our stockholders. The Board oversees the business of the Company, as conducted by the members of Hanesbrands’ senior management. In carrying out its responsibilities, the Board reviews and assesses Hanesbrands’ long-term strategy and its strategic, competitive and financial performance.

In ~~2020,~~2021, our Board of Directors met ~~nine~~six times and also held regularly scheduled executive sessions without management, presided over by our independent Chairman of the Board. In addition, during ~~2020~~2021 our Audit Committee met six times, our Compensation Committee met ~~five~~four times and our Governance and Nominating Committee met ~~five~~four times. Directors are expected to make every effort to attend the Annual Meeting, all Board meetings and the meetings of the Committees on which they serve. All of our directors at the time of our ~~2020~~2021 Annual Meeting of Stockholders attended that Annual Meeting. In ~~2020,~~2021, each director also attended over 75% of the meetings of the Board and of the committees of which he or she was a member during the period that such director served on the Board or such committee.

On an annual basis, our Board plans for succession to the position of Chief Executive Officer, as well as to certain other senior management positions. To assist the Board, our Chief Executive Officer annually provides the Board with an assessment of executives holding those senior management positions and of their potential to succeed him. Our Chief Executive Officer also provides the Board with an assessment of persons considered potential successors to those senior managers. The Board considers that information, their own impressions of senior management performance and their own knowledge of the external landscape for executive talent in planning for succession in key positions.

As part of the Company’s executive leadership succession plan, the Board elected Stephen B. Bratspies as Chief Executive Officer and a member of the Board of Directors, effective as of August 3, 2020. Mr. Bratspies succeeded Gerald W. Evans, Jr., who earlier in the year announced his plans to retire after a 37-year career at Hanesbrands.

Any stockholders or interested parties who wish to communicate directly with our Board, with our non-management directors as a group or with our independent Chairman, may do so by writing to Hanesbrands Inc., 1000 East Hanes Mill Road, ~~Winston-Salem,~~Winston- Salem, North Carolina 27105, Attention: Corporate Secretary. Stockholders or other interested parties also may communicate with members of the Board by sending an e-mail to our Corporate Secretary at corporate.secretary@hanes.com. To ensure proper handling, any mailing envelope or e-mail containing the communication intended for the Board must contain a clear notation indicating that the communication is a “Stockholder/Board Communication” or an “Interested Party/Board Communication.”

The Governance and Nominating Committee has approved a process for handling communications received by the Company and addressed to the Board, the independent Chairman or to non-management directors. Under that process, our Corporate Secretary reviews all such correspondence and regularly forwards to the Board copies of all correspondence that, in her opinion, deals with the functions of the Board or its Committees or that she otherwise determines requires their attention. Advertisements, solicitations for business, requests for employment, requests for contributions, matters that may be better addressed by management or other inappropriate material will not be forwarded to our directors.

Our Corporate Governance Guidelines provide that the Governance and Nominating Committee will from time to time consider whether the positions of Chairman of the Board and Chief Executive Officer should be held by the same person or by different persons. The Board believes it is in the best interests of our Company to make this determination from time to time based on the position and direction of our Company and the constitution of the Board and management team rather than based on any self-imposed requirement, which the Board does not have. The Board determined to split the roles of Chairman and Chief Executive Officer in 2016.

Mr. Nelson has served as Chairman of the Board since 2019. He has served as a Hanesbrands director since 2008 and as Lead Director from 2015 to 2019. During his tenure, Mr. Nelson has actively served on all three Board Committees, including as Chairman of the Company’s Audit Committee. He currently serves as a member of the Company’s Compensation Committee and its Governance and Nominating Committee. The Board believes that Mr. Nelson brings significant experience and knowledge to the Chairman role. Due to his Board experience and leadership, Mr. Nelson is very well-suited to serve as the Board’s Chairman.

As detailed in the following summary, the Chairman of the Board has many important duties and responsibilities that enhance the independent oversight of management.

Our independent directors take an active role in overseeing Hanesbrands’ management and key issues related to strategy, risk, integrity, compensation and governance. For example, only independent directors serve on the Audit Committee, Compensation Committee and Governance and Nominating Committee. Non-management and independent directors also regularly hold executive sessions outside the presence of our Chief Executive Officer and other Hanesbrands employees. If the Chairman of the Board is not an independent director, the Board will elect one of our independent directors to serve as Lead Director. The Lead Director will undertake all of the duties of the Chairman of the Board described above during any period when the Chairman of the Board is an officer or employee of the Company.

We believe our Board’s leadership structure is best suited to the needs of the Company at this time.

Our Corporate Governance Guidelines require the Board to annually evaluate its own performance. In addition, the charters of each of the Audit Committee, Compensation Committee and Governance and Nominating Committee require the committee to conduct an annual performance evaluation. The Board engages in a robust written self-evaluation process to discharge these obligations. From time to time, the Board also engages a third party to conduct an external Board performance evaluation. The Governance and Nominating Committee oversees the annual assessment process on behalf of the Board and the implementation of the annual assessments by the committees.

During 2020, on the recommendation of the Governance and Nominating Committee, the Board engaged Jones Day to conduct the annual Board and committee performance evaluations. The Chair of the Board and Chair of the Governance and Nominating Committee collaborated with Jones Day to design an interview outline that covered a variety of matters, including the quality of Board materials, management succession planning, Board composition, the Company’s response to the COVID-19 pandemic and discussion of each committee’s performance, among other topics. Jones Day then held an individual, confidential interview with each director using the interview outline and presented its conclusions to the Chair of the Governance and Nominating Committee. The Chair of the Governance and Nominating Committee then discussed Jones Day’s report with the full Board.

Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. The following is a list of current committee memberships, which is accompanied by a description of each committee. The directors who are nominated for election as directors at the Annual Meeting will, if re-elected, retain the committee memberships described in the following list immediately following the Annual Meeting, and the chairs of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee will also remain the same.

Under SEC rules and the Audit Committee’s charter, the Audit Committee must prepare a report that is to be included in our Proxy Statement relating to the Annual Meeting of Stockholders or our Annual Report on Form 10-K. This report is provided under “Audit Committee Report” on page ~~31.~~32. In addition, the Audit Committee must review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor and recommend, based on its review, that the Board of Directors include the annual financial statements in our Annual Report on Form 10-K.

Compensation Committee Interlocks and Insider Participation.All members of the Compensation Committee during our ~~2020~~2021 fiscal year were independent directors, and no member was an employee or former employee of Hanesbrands. During our ~~2020~~2021 fiscal year, no member of the Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related party transactions and no interlocking relationship existed between our Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company.

During our 2021 fiscal year, Ann E. Ziegler, Ronald L. Nelson, Franck J. Moison, Bobby J. Griffin and James C. Johnson served on the Compensation Committee.

The Compensation Committee is responsible for recommending changes in non-employee director compensation for approval by the Board of Directors. The Compensation Committee, with the assistance of its independent compensation consultant, annually reviews information about the compensation paid to non-employee directors at our peer group companies (our peer group companies are discussed in “How the Compensation Committee uses Peer Groups” on page 42) and relevant market trend data. The Compensation Committee considers this information as well as the scope of responsibilities of Board and committee members in recommending to the Board of Directors changes to non-employee director compensation.

In December ~~2019,~~2020, the Compensation Committee recommended, and the Board of Directors approved, the following compensation for non-employee directors for service on our Board of Directors during ~~2020:~~

In addition, in July 2020, the Compensation Committee recommended, and the Board of Directors approved, a one-time discretionary cash award of $25,000 for the Chairs of each of the Board Committees (Mr. Johnson, Mr. Moran and Ms. Ziegler) in consideration of their substantial additional work in facilitating the Company’s Chief Executive Officer transition.

In connection with actions the Company took to reduce executive compensation expense in response to the impact of the COVID-19 pandemic, in April 2020 the Board agreed to reduce its annual cash retainer compensation (excluding any additional cash retainers paid for committee service or chairmanships) by 30% during such time as the Company’s executive officers were also subject to salary reductions. This resulted in a reduction of $3,635 in each non-employee director’s 2020 annual cash retainer over a period of six weeks during the second quarter of 2020.

The following table summarizes the compensation paid to our non-employee directors during our ~~2020~~2021 fiscal year. ~~Neither Mr. Evans (who served as our~~Our Chief Executive Officer, ~~and a member of the Board of Directors prior to August 3, 2020) nor~~ Mr. Bratspies, ~~(who was elected Chief Executive Officer and a member of the Board of Directors effective August 3, 2020) received~~did not receive any additional compensation for serving as a director.

Under the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”), a nonqualified, unfunded deferred compensation plan, our non-employee directors may defer receipt of all (but not less than all) of their cash retainers and/or awards of restricted stock units. None of the investment options available in the Director Deferred Compensation Plan provide for “above-market” or preferential earnings as defined in applicable SEC rules. The amount payable to a participant will be payable either on the distribution date elected by the participant or upon the occurrence of certain events as provided under the Director Deferred Compensation Plan.

We believe that all of our directors should have a significant ownership position in Hanesbrands. To this end, our non-employee directors receive a substantial portion of their compensation in the form of restricted stock units. In addition, to promote equity ownership and further align the interests of these directors with our stockholders, we have adopted stock ownership and retention guidelines for our non-employee directors. A non-employee director may not dispose of any shares of our common stock received (on a net after-tax basis) under our stock-based compensation plans until such director holds shares of common stock with a value equal to at least five times the current annual cash retainer (excluding any additional cash retainers paid for committee service or chairmanships), and may then only dispose of shares in excess of those with that value. In addition to vested shares directly held by a non-employee director, shares held for such director in the Director Deferred Compensation Plan (including hypothetical share equivalents held in that plan) will be counted for purposes of determining whether the ownership requirements are met. All of our directors are in compliance with these stock ownership and retention guidelines.

In December ~~2020,~~2021, after reviewing information provided by FW Cook, the Compensation ~~Committee conducted an annual review of~~Committee’s independent consultant, about the compensation paid to non-employee directors at our peer group companies, ~~and determined that our non-employee director compensation program was competitive in the current market. Therefore,~~ the Compensation Committee ~~decided not~~recommended, and the Board of Directors approved, effective January 1, 2022: (i) an increase in the annual cash retainer from $105,000 to ~~recommend any changes~~$110,000; (ii) an increase in the grant date fair value of the annual equity retainer from $150,000 to ~~non-employee director compensation~~$155,000; and (iii) an increase the additional cash retainer for ~~2021.~~

Our Board of Directors has adopted a written policy setting forth procedures to be followed in connection with the review, approval or ratification of “related person transactions.” For purposes of this policy, the phrase “related person transaction” refers to any financial transaction, arrangement or relationship where: (i) Hanesbrands or any of its subsidiaries is or will be a participant; (ii) any greater than five percent stockholder, director, nominee for director or executive officer, or any of their immediate family members or affiliated entities, either currently or at any time since the beginning of the last fiscal year, has a direct or indirect material interest; and (iii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal ~~year; and (iv) disclosure would be required under Item 404 of Regulation S-K and related SEC rules.~~

Each director, director nominee and executive officer must promptly notify our Chief Executive Officer and our Corporate Secretary in writing of any material interest that such person or an immediate family member or affiliated entity of such person had, has or will have in a related person transaction. The Governance and Nominating Committee is responsible for the review and approval or ratification of all related person transactions involving a director, director nominee or executive officer. At the discretion of the Governance and Nominating Committee, the consideration of a related person transaction may be delegated to the full Board of Directors, another standing committee or to an ad hoc committee of the Board of Directors comprised of at least three members, none of whom has an interest in the transaction.

The Governance and Nominating Committee, or other governing body to which approval or ratification is delegated, may approve ~~or ratify~~ a transaction if it determines, in its business judgment, based on its review of the available information, that the transaction is fair and reasonable to us and consistent with our best interests. Factors to be taken into account in making a determination of fairness and reasonableness may include:

If the Governance and Nominating Committee decides not to approve or ratify a transaction, the transaction may be referred to legal counsel for review and consultation regarding possible further action, including, but not limited to, termination of the transaction on a prospective basis, rescission of such transaction or modification of the transaction in a manner that would permit it to be ratified and approved by the Governance and Nominating Committee.

During ~~2020,~~2021, there were no related person transactions requiring reporting under SEC rules.

Our Global Code of Conduct, which serves as our code of ethics, applies to all directors and officers and other employees of the Company and its subsidiaries. Any waiver of applicable requirements in the Global Code of Conduct that is granted to any of our directors, to our principal executive officer, to any of our senior financial officers (including our principal financial officer, principal accounting officer or controller) or to any other person who is an executive officer of Hanesbrands requires the approval of the Audit Committee. Any such waiver of or amendment to the Global Code of Conduct will be disclosed on our corporate website, www.Hanes.com/investors (in the “Investors” section) or in a Current Report on Form 8-K.

Copies of the written charters for the Audit Committee, Compensation Committee and Governance and Nominating Committee, as well as our Corporate Governance Guidelines, Global Code of Conduct and other corporate governance information are available on our corporate website, www.Hanes.com/investors (in the “Investors” section).

Hanesbrands’ Audit Committee is composed solely of financially literate, independent directors meeting the requirements of applicable SEC rules and NYSE listing standards. The Board of Directors has determined that each of Ms. Beebe and Mr. Moran possesses the experience and qualifications required of an “audit committee financial expert” as defined by the rules of the SEC. No member of the Audit Committee serves on the audit committees of more than three public companies.

The key responsibilities of the Audit Committee are set forth in its charter, a copy of which is available on our corporate website, www.Hanes.com/investors (in the “Investors” section). The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight of:

Management is primarily responsible for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. PricewaterhouseCoopers, the Audit Committee-appointed independent registered public accounting firm for the Company, is responsible for expressing an opinion on the conformity of Hanesbrands’ audited financial statements for the fiscal year ended January ~~2, 2021~~1, 2022 (the ~~“2020~~“2021 Financial Statements”) with accounting principles generally accepted in the United States of America. In addition, PricewaterhouseCoopers expresses its opinion on the effectiveness of Hanesbrands’ internal control over financial reporting as of January ~~2, 2021.~~

Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the ~~2020~~2021 Financial Statements as audited by PricewaterhouseCoopers be included in Hanesbrands’ Annual Report on Form 10-K as of and for the fiscal year ended January ~~2, 2021.~~1, 2022.

The following table sets forth the fees billed to us by PricewaterhouseCoopers for services in the fiscal years ended January 1, 2022 and January 2, ~~2021 and December 28, 2019:~~2021.

In the above table, in accordance with applicable SEC rules, “Audit fees” include fees billed for professional services for the audit of our consolidated financial statements included in our Annual Report on Form 10-K and review of our financial statements included in our Quarterly Reports on Form 10-Q, fees billed for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements, fees related to services rendered in connection with securities offerings and fees for the audit of our internal control over financial reporting and consultations concerning financial accounting and reporting standards.

“Audit-related fees” are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the caption “Audit fees.” For the fiscal years ended January 1, 2022 and January 2, 2021, ~~and December 28, 2019,~~ these fees primarily relate to attestation services rendered in connection with regulatory filings in certain foreign jurisdictions and various other services.

“Tax fees” for the fiscal years ended January 1, 2022 and January 2, 2021 ~~and December 28, 2019~~ include tax consultation, preparation and compliance services for domestic and certain foreign jurisdictions and consulting related to research and development credits.

“Other fees” for the fiscal ~~year~~years ended January 1, 2022 and January 2, 2021 include license and subscription fees for research tools.

Our Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm. For audit services (including statutory audit engagements as required under local country laws), the independent registered public accounting firm provides management with an engagement letter outlining the scope of the audit services proposed to be performed during the year. The audit services fee proposal is approved by the Audit Committee before the audit commences. The Audit Committee may delegate the authority to pre-approve audit and non-audit engagements and the related fees and terms with the independent auditors to one or more designated members of the Audit Committee, as long as any decision made pursuant to such delegation is presented to the Audit Committee at its next regularly scheduled meeting. All audit and permissible non-audit services provided by PricewaterhouseCoopers to us during the fiscal years ended January 1, 2022 and January 2, 2021 ~~and December 28, 2019~~ were pre-approved by the Audit Committee.

Listed below are several terms that we frequently use in discussing our executive compensation program:

Hanesbrands makes everyday apparel that is known and loved by consumers around the world for comfort, style, quality, innovation and value. Among the Company’s iconic brands are Hanes, the leading basic apparel brand in the United States; Champion, an innovator at the intersection of lifestyle and athletic apparel; and Bonds, which is setting new standards for design and sustainability. We employ over 59,000 associates in 33 countries and have built a strong reputation for workplace quality and ethical business practices. The Company, a long-time leader in sustainability, launched aggressive 2025/2030 goals to improve the lives of people, protect the planet and produce sustainable products. Hanesbrands is building on its unmatched strengths to unlock its Full Potential and deliver long-term growth that benefits all of its stakeholders.

In 2021, we announced our Full Potential plan – a ~~socially responsible leading marketer~~three-year growth plan designed to unlock the enormous opportunities of ~~everyday basic~~Hanesbrands, building on our iconic brands, world-class supply chain, deep consumer loyalty, broad channel distribution and global footprint. The Full Potential plan consists of four growth pillars: grow global Champion; re-ignite innerwear growth; drive consumer-centricity; and ~~activewear apparel in~~focus the ~~Americas, Europe, Australia and Asia/Pacific under some of the world’s strongest apparel brands, including~~ ~~Hanes, Champion, Bonds, DIM, Bali, Maidenform, Playtex, Bras N Things, Nur Die/Nur Der, JMS/Just My Size, Wonderbra, Loveable, Alternative, Berlei, L’eggs~~ ~~and~~ ~~Gear for Sports~~.portfolio. We have already made significant strides towards achieving these goals, as evidenced by the decision to sell our European Innerwear and U.S. Sheer Hosiery businesses; improvements in core e-commerce capabilities; a ~~long history~~30% reduction in SKUs; and our broad-based cost reduction program. We are also embarking on a number of initiatives designed to: enhance our global design and innovation ~~product excellence~~capabilities to meet the needs of both current and brand recognition, and we take great pride in our reputation for ethical business practices and sustainability. Unlike most companies in the apparel industry, we primarily manufacture our garments in company-owned plants across the globe and operate a balanced supply chain across hemispheres, including fabric production and sewing. Owning the majority ofnew consumer segments; segment our supply chain ~~not only impacts cost, scale and flexibility, but also~~to address the ~~ability to adhere to best-in-class management and environmental practices.~~

~~We operate in the global innerwear and global activewear apparel categories. These are stable, heavily-branded categories where we have a strong consumer franchise based on a global portfolio~~unique needs of ~~industry-leading brands that we have built over multiple decades, through hundreds of millions of direct interactions with consumers. With the arrival~~each of our new Chief Executive Officer, we have undertaken a comprehensive, strategic, global business review focused on building a consumer-centric company, accelerating growth across business segments, enhancingbrands and increase speed-to-market; simplify our ~~capabilities~~process and strengthening the foundation of our company. We remain highly confident that our strong brand portfolio, world-class supply chain capabilities and diverse category and geographic footprint will help us unlock our full potential, deliver long-term growth and create stockholder value.

~~We are also continuing our commitment~~organization to make ~~the world a more comfortable, livable~~decisions faster; and ~~inclusive place by establishing new, wide-ranging 2030 global sustainability goals~~modernize our technology and ~~launching a new sustainability website,~~ ~~www.HBISustains.com~~~~, that is designed~~invest in our people and next-generation talent to ~~increase our transparency~~accelerate results and reporting on key metrics. We approach sustainability from a broad, holistic perspective and focus our efforts in areas addressed by the United Nations’ Sustainable Development Goals, such as: good health and well-being; quality education; gender equality; climate action; clean water and sanitation; affordable and clean energy; economic growth; reduced inequalities; and responsible consumption and production. Key highlights of our 2030 global sustainability goals include:deliver sustainable, profitable growth.

~~We began fiscal year 2020 with a focus on creating meaningful stockholder value using our strong balance sheet and~~ ~~Champion~~, International and consumer-directed growth. We started the year with strong growth performance; however, the COVID-19 global pandemic had material impacts on our business, resulting in decreased net sales, earnings per share and cash flow from operations. See “COVID-Related Compensation Adjustments” on page 38 for further discussion of the impact of COVID-19 on our business.

In the face of the pandemic, management and our Board of Directors acted swiftly to preserve cash, create balance sheet flexibility, and build strong liquidity. We took actions to adapt, including suspending our stock repurchase program, limiting discretionary spending and capital expenditures, temporarily reducing salaries and furloughing select employee groups and securing an additional $700 million in debt financing. In addition, we leveraged our large-scale global supply chain to effectively manage inventory and continue to serve key channels – including mass retail and online – while at the same time seizing the opportunity to expand our manufacturing capability to include a product line of personal protective garments (“PPE”) to meet emerging government, commercial and consumer demand.

We also committed to taking the appropriate actions to protect the health and safety of our employees, customers and communities. We enhanced our health and safety operating procedures at our offices, manufacturing facilities, distribution centers and stores by, among other things:

In addition, we provided enhanced employee benefits to our global workforce to ensure on access to care, including onsite wellness clinics, payment of health insurance premiums for furloughed employees, free COVID-19 testing and mental health resources.

Looking forward, we believe we remain well-positioned to continue navigating the current environment. The changing landscape has not changed our priorities. It has been a catalyst to accelerate our strategic agenda to build a more consumer-centric company, accelerate growth across business segments, enhance our capabilities and strengthen the foundation of the Company.

At Hanesbrands, we emphasize a “pay-for-performance” culture, linking a substantial percentage of an executive’s compensation to our performance and stockholders’ value growth. Specifically:

Our named executive officers’ total direct compensation for ~~2020~~fiscal 2021 consisted principally of the following elements:

In addition to the above, we provide health, welfare and retirement plans that promote employee wellness and support employees in attaining financial security. We also provide severance benefits under limited circumstances. These severance benefits, which provide our named executive officers with income protection in the event employment is terminated without cause or terminated in certain situations following a change in control, support our executive retention goals and encourage our named executive officers’ independence and objectivity in considering potential change in control transactions. See “Post-Employment Compensation” on page 49 for additional details.

The mix of compensation elements that we offer is intended to further our goals of:

Our emphasis on performance-based and at-risk pay is reflected in the following chart, which illustrates the ~~2020~~fiscal 2021 total target direct compensation mix for our Chief Executive Officer and the average fiscal 2021 target direct compensation mix for our other named executive officers (“NEOs”).

The percentage of our Chief Executive Officer’s performance-based and at-risk compensation is the highest of our named executive officers, reflecting the position’s highest level of responsibility and accountability for results. Performance-based and at-risk compensation comprises ~~72%~~74% of the average total target direct compensation of our other named executive officers. Because the value of such compensation depends on Hanesbrands’ achievement of key annual results and strategic long-term business objectives and/or is tied to changes in our stock price, the compensation actually received by our named executive ~~officers’ actual compensation~~officers could be materially higher or lower than targeted levels.

The chart below sets forth the percentage of the CEO’s fiscal 2021 total direct compensation allocable to each compensation element (base salary, AIP, LTIP) assuming threshold, target, and maximum levels of performance with respect to his AIP and LTIP awards.

The Committee decided to move away from a single set of performance metrics for the 2021 AIP and LTIP awards and instead establish a separate set of metrics for each program to support our growth pillars and better align the Company’s compensation programs with current market practice.

In establishing the AIP performance targets for 2021, the Committee considered the continuing operating and economic uncertainty resulting from the COVID-19 pandemic and the resulting difficulty in forecasting operating plans for the full 2021 fiscal year and decided to again split the annual performance period into two six-month periods, first and second quarter 2021 performance (“First Half 2021”) and third and fourth quarter 2021 performance (“Second Half 2021”), with the achievement percentage for First Half 2021 and Second Half 2021 weighted equally in determining the overall achievement percentage for the performance period. The Committee chose net organic sales, operating income (excluding actions) and net inventory as the performance metrics for both First Half 2021 and Second Half 2021 because the Committee believes these metrics are aligned with areas of strategic focus, key drivers of long-term sustainable stockholder value creation and fundamental elements of consistent, stable growth.

Due to the continuing economic and operational uncertainty resulting from the COVID-19 pandemic that make it difficult to forecast operating plans accurately over an extended period of time, the Committee decided to continue using a one-year performance period for the 2021 LTIP awards, combined with a three-year vesting period. However, the Company has since implemented a three-year performance period for all performance-based long term incentive awards, beginning in 2022. The Committee selected cash flow from operations and earnings per share (excluding actions) as the performance metrics for the 2021 LTIP because the Committee believes these metrics have the ability to align the performance of our named executive officers with stockholder value by incorporating aspects of growth, profitability and capital efficiency. In addition, the Committee believes strong cash flow from operations has the ability to enhance stockholder value in numerous ways, including strategic investment, dividends and stock repurchases.

The metrics for 2021 performance compensation were as follows for the AIP and LTIP. The metrics for the AIP were the same for both the First Half and the Second Half.

In January 2020, the Committee decided to continue to use net sales, diluted earnings per share, excluding certain unusual or nonrecurring items (“EPS-XA”), and cash flow from operations as performance metrics for our named executive officers’ performance-based pay opportunities because these metrics are key drivers of the Company’s long-term business strategy. The metrics for 2020 performance compensation were as follows:

The COVID-19 global pandemic has significantly impacted economic activity and markets throughout the world. In response, governmental authorities have implemented numerous measures in an attempt to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. These actions, as well as decisions we have made to protect the health and safety of our employees, consumers and communities, have adversely impacted our financial results in 2020. We faced store closure requirements and other operational restrictions with respect to some or all of our physical locations for prolonged periods of time due to, among other factors, evolving and increasingly stringent governmental restrictions including public health directives, quarantine policies or social distancing measures. In addition, many of our customers, including significant customers in our wholesale distribution channels, were forced to close many of their stores, which adversely impacted our revenues from these customers. The COVID-19 global pandemic also resulted in the temporary shutdown of many of our supply chain facilities, and we experienced significant costs associated with reopening those facilities. While these impacts were partially offset by the introduction of our PPE product offerings and cost reductions, the COVID-19 global pandemic ultimately caused significant declines in our net sales, earnings per share and cash flow from operations in 2020 that the Committee did not foresee when setting the initial 2020 performance targets in January 2020.

Over the course of 2020, we took numerous actions to mitigate the effects of the COVID-19 pandemic on our business, including significant cost reductions. Many cost-related actions pertained to compensation and payroll, including salary reductions, furloughs and reduced work hours (and proportionate pay). These actions resulted in base salary reductions of 30% for our executive officers during a six-week period in the second quarter of 2020.

In July 2020, after considering the impact of the COVID-19 pandemic on the Company’s operations, the Committee determined to revise the 2020 performance targets for our Annual Incentive Plan (the “AIP”), including those applicable to our named executive officers. The Committee considered a number of factors in making this determination, including: the retail and operational challenges facing the business as a result of governmental restrictions and public health directives; the prompt action taken during the onset of the pandemic to preserve the Company’s strong liquidity position, ensure the continued payment of regular quarterly dividends to our stockholders and protect the employee workforce; the relative stability of the Company’s stock price despite volatile market conditions; the broad-based nature of the program, which covers nearly 1,000 employees globally; and the likelihood that participants in the program would not receive any payment with respect to their 2020 AIP awards under the existing performance targets. The Committee felt that adjusting the AIP performance targets mid-year in light of the unforeseen challenges posed by the COVID-19 pandemic, rather than granting one-time discretionary awards, was most appropriate for a short-term incentive plan to motivate management to maximize shareholder value in a challenging and uncertain environment.

No changes were made to the performance metrics for the 2020 AIP, which continued to be net sales, EPS-XA and cash flow from operations. However, the Committee decided to split the annual performance period into two six-month periods, first and second quarter 2020 performance (“First Half”) and third and fourth quarter 2020 performance (“Second Half”), with First Half targets based on the Company’s original (pre-COVID-19) 2020 operating plan and Second Half targets established in July 2020 on the basis of the Company’s then-current base case business projections as a result of operational and economic uncertainties and challenges expected in the Second Half. Second Half maximum performance targets were set based on the Company’s original (pre-COVID-19) 2020 operating plan, and Second Half threshold performance targets were set based on the Company’s then-current downside business projections for the Second Half. Target performance for the Second Half was set at the midpoint of the Second Half threshold and maximum performance targets.

Under the AIP generally, a payout between 0% and 200% of the target amount would be determined by the Committee based on achievement of specified performance metrics. However, in connection with the revision of performance targets for the 2020 AIP awards, the Committee reduced the maximum overall payout percentage (based on the weighted achievement of each metric) from 200% to 125% of any named executive officer’s 2020 AIP award.

The Committee determined not to make any changes to our 2020 Long-Term Incentive Program (“LTIP”) awards in response to the COVID-19 pandemic. In reaching this conclusion, the Committee considered the long-term nature of this program, the significant portion of the 2020 LTIP awards that were not subject to performance metrics and the adjustments related to the COVID-19 pandemic that were made to the 2020 AIP performance targets in July 2020.

Hanesbrands’ executive compensation practices include a number of features we believe reflect responsible compensation and governance practices and promote the interests of stockholders.

This Compensation Discussion and Analysis provides information about our compensation objectives and principles for our Chief Executive Officer, each individual who served as our Chief ~~Executive~~Financial Officer ~~during 2020, the individual who served~~(including as ~~our~~ Interim Chief Financial ~~Officer~~Officer) during ~~2020~~fiscal 2021, and our three other most highly compensated executive officers for ~~2020~~fiscal 2021 (collectively, our “named executive officers”). Our named executive officers for our ~~2020~~2021 fiscal year were:

Our Compensation Discussion and Analysis also contains details about how and why significant compensation decisions were made and places in context the information contained in the tables that follow this discussion.

The ~~Compensation~~ Committee, advised by its independent compensation consultant, is responsible for overseeing and approving the executive compensation program for the Company’s executive officers, including our named executive officers. Pursuant to its charter, the ~~Compensation~~ Committee may delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees. However, the ~~Compensation~~ Committee made no such delegation in ~~2020.~~

Frederic W. Cook & Co., or “FW Cook,” serves as the ~~Compensation~~ Committee’s executive compensation consultant. FW Cook reports directly to the ~~Compensation~~ Committee, and the Committee has the sole authority to terminate or replace FW Cook at any time. FW Cook assists in the development of compensation programs for our executive officers and our non-employee directors by providing compensation information from our peer group companies (which are described in “How the ~~Compensation~~ Committee uses Peer Groups” on page 42), relevant market trend data, information on current issues in the regulatory and economic environment, recommendations for program design and best practices and corporate governance guidance.

The ~~Compensation~~ Committee realizes that it is essential to receive objective advice from its compensation advisors. Prior to the retention of a compensation consultant or any other external advisor, and from time to time as the ~~Compensation~~ Committee deems appropriate, the ~~Compensation~~ Committee assesses the independence of the advisor from management, taking into consideration all factors relevant to the advisor’s independence, including the factors specified in NYSE listing standards. The ~~Compensation~~ Committee ~~has~~ assessed the independence of FW Cook based on these criteria and concluded that FW Cook’s work for the ~~Compensation~~ Committee does not raise any conflict of interest.

At the direction of the ~~Compensation~~ Committee, our management ~~has worked~~works with FW Cook to prepare information about the compensation competitiveness of our executive officers. Our Chief Executive Officer uses this information to make recommendations to the ~~Compensation~~ Committee regarding compensation of these officers, other than himself, and FW Cook provides guidance to the ~~Compensation~~ Committee about those recommendations. FW Cook also makes independent recommendations to the ~~Compensation~~ Committee regarding the compensation of our Chief Executive Officer without the involvement of management. The ~~Compensation~~ Committee uses this information and considers these recommendations in making decisions about executive compensation for all of our executive officers. All decisions regarding compensation of executive officers (other than our Chief Executive Officer) are made solely by the ~~Compensation~~ Committee. The Chief Executive Officer’s compensation is approved by the independent members of the Board of Directors, after reviewing the ~~Compensation~~ Committee’s recommendation.

To determine what constitutes a “competitive” compensation package, the ~~Compensation~~ Committee considers total target direct compensation, as well as the allocation among the various elements of compensation, at our peer group companies, as well as general industry pay levels as gathered from publicly-available survey sources. ~~Because of significant differences in the pay practices of our peer group companies, the Compensation~~The Committee does not view this market data as a prescriptive determinant of individual compensation. Rather, it is used by the ~~Compensation~~ Committee as a general guide in its decisions on the amount and mix of total target direct compensation. Ultimately, named executive officer compensation is based on the ~~Compensation~~ Committee’s judgment, taking into account factors described elsewhere in this Compensation Discussion and Analysis that are particular to Hanesbrands and our named executive officers, including, most importantly, actual performance.

The ~~Compensation~~ Committee, with assistance from FW Cook, establishes the Company’s peer group that is used for market comparison purposes.

We seek to identify peer group companies:

that have comparable business models and strategy;

with whom we compete for talent, capital and customers; and

that are of a similar size and complexity.

In selecting new peer companies and evaluating the continued inclusion of current peers, the Compensation Committee also considers companies:

In apparel and/or other general consumer product (non-durable goods) industries

With multiple distribution channels, such as wholesale, retail and e-commerce

Of a similar revenue size, market capitalization and margins

That consider usto be a peer for compensation purposes, plus the peer companiesidentified by our apparel peer companies

Used by us for financial comparison purposes

Used in proxy advisory firm peer groups for purposes of the chief executive officer pay-for- performance test

42 |

Table of Contents

Compensation Discussion and Analysis

In light of these parameters, for fiscal 2021 the ~~Compensation~~ Committee decided to modify the peer group used for purposes of determining ~~prior year~~ compensation by replacing ~~Mattel,~~Hasbro, Inc. with ~~Levi Strauss & Co.~~Under Armour, Inc. In removing Hasbro, Inc., the Committee noted its size, its performance in recent years and the fact that it is not a direct business competitor of the Company. The Committee ~~noted~~decided that Mattel narrowly fit within the Company’s selection criteria in terms of revenue size, market capitalization and margins and had undergone multiple Chief Executive Officer transitions that made year-over-year pay comparisons challenging. The Committee felt that Levi Strauss’Under Armour Inc.’s industry and business characteristics provided better overall alignment with the selection criteria. ~~The~~Thus, the peer group used by the ~~Compensation~~ Committee for purposes of determining ~~2020~~fiscal 2021 compensation consisted of the following 17 companies:

	~~2020~~Fiscal 2021 Peer Group
	Apparel Companies		Consumer Products Companies
	American Eagle Outfitters, Inc.		The Clorox Company
		Carter’s, ~~Inc.~~		~~Hasbro, Inc.~~
	~~Foot Locker,~~ Inc.		The Hershey Company
		~~Gildan Activewear,~~Foot Locker, Inc.		Newell Brands Inc.
		~~L Brands,~~Gildan Activewear, Inc.		Stanley Black & Decker, Inc.
L Brands, Inc.
	lululemon athletica inc.
	Levi Strauss & Co.
	PVH Corp.
	Ralph Lauren Corporation
	Tapestry, Inc.
	The Gap, Inc.
Under Armour, Inc.
	V.F. Corporation

Elements of ~~2020~~Fiscal 2021 Executive Compensation

Total Target Direct Compensation

Using the methodology discussed under “How We Make Executive Compensation Decisions” on page 41, the Committee determined the total target direct compensation levels of our named executive officers for fiscal 2021, as well as the relative mix of base salary, AIP opportunity and LTIP opportunity for those executives.

Following a market review of pay practices at our peer group companies and considering changes to the scope of certain officers’ individual responsibilities, the Committee approved the following increases to the total target direct compensation levels for our named executive officers:

	•	Mr. Bratspies’ total target direct compensation for fiscal 2021 was increased by approximately 3.2%. His base salary and target AIP opportunity remained unchanged ($1,100,000 and 150% of base salary (or $1,650,000), respectively), and his target LTIP opportunity was increased from $6,750,000 to $7,050,000.
	•	Mr. Lewis’ total target direct compensation for fiscal 2021 was increased by approximately 7.0%. His base salary and target AIP opportunity remained unchanged ($375,000 and 45% of base salary (or $168,750), respectively), and his target LTIP opportunity was increased from $175,000 to $225,000. In addition, the Committee determined that Mr. Lewis was eligible to receive a quarterly fee of $175,000, as well as a proportionate increase in his annual incentive opportunity, during the period in which he served as interim Chief Financial Officer (which remained unchanged from fiscal 2020).
	•	Mr. Ram’s total target direct compensation for fiscal 2021 was increased by approximately 24.9% due to substantial movement in the market value of equivalent positions at our peer companies. His base salary was increased from $575,000 to $650,000, his target AIP opportunity was maintained at 75% of base salary (but increased from $431,250 to $478,125 as a result of his base salary increase), and his target LTIP opportunity was increased from $1,114,000 to $1,520,000.
	•	Mr. Faircloth’s total target direct compensation for fiscal 2021 was increased by approximately 1.4%. His base salary was increased from $610,000 to $630,000, his target AIP opportunity was maintained at 75% of base salary (but increased from $457,500 to $470,000 as a result of his base salary increase), and his target LTIP opportunity remained unchanged ($1,282,000).

HANESBRANDS INC. | 43

Table of Contents

Compensation Discussion and Analysis

In connection with Mr. Cavaliere’s appointment as Group President, Global Innerwear effective February 8, 2021, the Committee approved the following compensation for Mr. Cavaliere: an annual base salary of $700,000, a target AIP opportunity equal to 100% of base salary (or $700,000), and a target LTIP opportunity of $1,520,000.

In connection with Mr. Dastugue’s appointment as Chief Financial Officer effective May 1, 2021, the Committee approved the following compensation for Mr. Dastugue: an annual base salary of $750,000, a target AIP opportunity equal to 100% of base salary (or $750,000), and a target LTIP opportunity of $1,520,000.

The following supplemental table shows base salary, AIP and LTIP compensation at the target level for each of our named executive officers for 2022, 2021 ~~2020~~ and ~~2019~~2020 as approved by our ~~Compensation~~ Committee. This table presents information that is supplemental to, and should not be considered a substitute for, the information contained in the Summary Compensation Table that appears under “Summary Compensation Table” on page ~~55.~~53 . This supplemental table is not required by SEC rules. However, we ~~have chosen~~chose to include it to provide investors with information on the total target direct compensation levels of our named executive officers and the allocation among the various elements of compensation for the two most recent years reflected in our Summary Compensation Table and for the current year. No information is provided for ~~Mr. Bratspies~~Messrs. Dastugue, Cavaliere or ~~Mr. Lewis~~Ram for ~~2019~~fiscal 2020 because each first became a named executive officer in ~~2020. Mr. Evans resigned effective August 3, 2020, and therefore no total target direct~~fiscal 2021.

For a discussion of 2022 compensation ~~was approved for him for 2021.~~

~~Using~~information reflected in the ~~methodology discussed under “How We Make Executive~~following supplemental table, see “2022 Compensation Decisions” on page 41, the Compensation Committee determined the total target direct compensation levels of our named executive officers for 2020, as well as the relative mix of base salary, AIP opportunity and LTIP opportunity for those executives.51.

When setting Mr. Evans’ total target direct compensation level for 2020, the Compensation Committee considered the total compensation opportunity for chief executive officers at our peer group companies, as well as our operating performance and returns to stockholders. Based on those factors, the Compensation Committee did not recommend any changes to Mr. Evans’ total target direct compensation for 2020.

Following a market review of pay practices at our peer group companies and considering changes to the scope of certain officers’ individual responsibilities, the Compensation Committee approved the following increases to the total target direct compensation levels for certain of our other named executive officers:

Mr. Lewis’ total target direct compensation for 2020 was increased by approximately 18%. His base salary was increased from $325,000 to $375,000, his target AIP opportunity was increased from $97,500 to $168,750 and his target LTIP opportunity was increased from $150,000 to $175,000. In connection with his appointment as Interim Chief Financial Officer in January 2020, Mr. Lewis also received additional cash compensation of $175,000 per quarter.

			Annual Compensation at Target								Long-Term Compensation at Target
Name	Year		Base Salary/% of Value of Total Target Direct Compensation				Value at Target of AIP Compensation/% of Value of Total Target Direct Compensation				Value at Target of LTIP Compensation/% of Value of Total Target Direct Compensation				Value of Total Target Direct Compensation
Stephen B. Bratspies(1)		2022	$	1,250,000	11.4	%	$	2,000,000	18.2	%	$	7,750,000	70.5	%	$	11,000,000
		2021		1,100,000	11.2			1,650,000	16.8			7,050,000	72.0			9,800,000
		2020		1,100,000	11.6			1,650,000	17.4			6,750,000	71.1			9,500,000
Michael P. Dastugue(1)		2022		750,000	21.4			750,000	21.4			2,000,000	57.1			3,500,000
		2021		750,000	24.8			750,000	24.8			1,520,000	50.3			3,020,000
M. Scott Lewis(2)		2022		386,000	43.6			174,000	19.7			325,000	36.7			885,000
		2021		375,000	48.8			168,750	22.0			225,000	29.2			768,750
		2020		375,000	52.2			168,750	23.5			175,000	24.3			718,750
Joseph W. Cavaliere(1)		2022		750,000	23.4			750,000	23.4			1,700,000	53.1			3,200,000
		2021		700,000	24.0			700,000	24.0			1,520,000	52.0			2,920,000
Jonathan Ram		2022		650,000	22.4			488,000	16.8			1,762,000	60.8			2,900,000
		2021		650,000	24.5			478,125	18.3			1,520,000	57.2			2,648,125
Michael E. Faircloth		2022		630,000	25.4			473,000	19.0			1,382,000	55.6			2,485,000
		2021		630,000	26.4			470,000	19.8			1,282,000	53.8			2,382,000
		2020		610,000	26.0			457,500	19.5			1,282,000	54.6			2,349,500

~~HANESBRANDS INC.~~ (1)

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

	•	~~Mr. Upchurch’s~~The total target direct compensation figures in the chart above Mr. Bratspies for 2020, ~~was increased by approximately 7%. His base salary was increased from $570,000 to $620,000,~~and Messrs Dastugue and Cavaliere for 2021, are based on annualized targets. The actual amounts were prorated for 2020 and 2021, respectively, based on date of hire.
(2)	For comparability purposes, the amounts set forth in the table above do not reflect Mr. Lewis’ additional compensation for serving as Interim Chief Financial Officer during 2020 and 2021 because we don’t view such additional amounts as a part of his normal target total direct compensation. For his service as Interim Chief Financial Officer in 2021, Mr. Lewis earned an additional $350,000 in quarterly fees and his target AIP opportunity was proportionally increased ~~from $427,500~~ to ~~$465,000 and his target LTIP opportunity was increased from $1,302,000 to $1,365,000.~~
	•	Mr. Faircloth’s total target direct compensation for 2020 was increased by approximately 8%. His base salary was increased from $560,000 to $610,000, his target AIP opportunity was increased from $420,000 to $457,500 and his target LTIP opportunity was increased from $1,205,000 to $1,282,000.
	•	Ms. Johnson’s total target direct compensation for 2020 was increased by approximately 7%. Her base salary was increased from $550,000 to $600,000, her target AIP opportunity was increased from $467,500 to $510,000 and her target LTIP opportunity was increased from $1,182,000 to $1,240,000.$326,250.

44 |

In connection with Mr. Bratspies’ appointment as Chief Executive Officer on August 3, 2020, the Compensation Committee recommended, and the Board of Directors approved, an annual base salary of $1,100,000, a target AIP opportunity of $1,650,000, and a target LTIP opportunity of $6,750,000. In addition, Mr. Bratspies was granted an inducement equity award of stock options in three tranches: (1) options to purchase 83,333 shares with a per share exercise price equal to 100% of the closing price of Hanesbrands’ common stock on the grant date ($14.32) that vest on the first anniversary of the grant date, (2) options to purchase 83,333 shares with a per share exercise price equal to 120% of the closing price of Hanesbrands’ common stock on the grant date ($17.18) that vest on the second anniversary of the grant date, and (3) options to purchase 83,334 shares with a per share exercise price equal to 140% of the closing price of Hanesbrands’ common stock on the grant date ($20.05) that vest on the third anniversary of the grant date. When recommending Mr. Bratspies’ compensation, the Compensation Committee considered the total compensation opportunity for chief executive officers at our peer group companies, as well as the Company’s strategic priorities and the desire to incentivize increased returns to stockholders.

The Compensation Committee approved, at its December 2018 meeting, LTIP awards that were intended to serve as equity incentive compensation for the following fiscal year. The supplemental table below includes the target value of the 2019 LTIP award in the row for fiscal year 2019, as this corresponds to the analysis undertaken by the Compensation Committee in determining total target direct compensation. Under SEC rules, however, we are required to include the grant date fair value of equity awards in the fiscal year in which the award is granted. Therefore, in the Summary Compensation Table on page 55, the grant date fair value for the 2019 LTIP awards is included in the stock awards column for fiscal year 2018.

In December 2019, the Compensation Committee decided to begin granting LTIP awards in January of each year so that the Committee can have the benefit of greater visibility to the financial results for the prior year and the operating plan for the upcoming year when making such decisions. In January 2020, the Compensation Committee granted the 2020 LTIP awards. Therefore, no LTIP awards were granted to our named executive officers during our 2019 fiscal year and no stock awards are shown for 2019 in the Summary Compensation Table on page 55.

Table of Contents

Compensation Discussion and Analysis

~~For a discussion of 2021 compensation information reflected in the following supplemental table, see “2021 Compensation Decisions” on page 51.~~

Annual Compensation at Target Long-Term
Compensation
at Target
Name Year Base Salary/% of
Value of Total
Target Direct
Compensation Value at
Target of AIP
Compensation/%
of Value of Total
Target Direct
Compensation Value at
Target of LTIP
Compensation/%
of Value of Total
Target Direct
Compensation Value of Total
Target Direct
Compensation
Stephen B. Bratspies 2021 $ 1,100,000 11.2 % $ 1,650,000 16.8 % $ 7,050,000 72.0 % $ 9,800,000
2020 1,100,000 11.6 1,650,000 17.4 6,750,000 71.1 9,500,000
2019 — — — — — — —
Gerald W. Evans, Jr. 2021 — — — — — — —
2020 1,100,000 12.2 1,650,000 18.3 6,250,000 69.4 9,000,000
2019 1,100,000 12.2 1,650,000 18.3 6,250,000 69.4 9,000,000
M. Scott Lewis 2021 375,000 48.8 168,750 22.0 225,000 29.2 768,750
2020 375,000 52.2 168,750 23.5 175,000 24.3 718,750
2019 — — — — — — —
W. Howard Upchurch 2021 620,000 25.3 465,500 19.0 1,365,000 55.7 2,450,000
2020 620,000 25.3 465,500 19.0 1,365,000 55.7 2,450,000
2019 570,000 24.8 427,500 18.6 1,302,000 56.6 2,299,500
Michael E. Faircloth 2021 630,000 26.4 472,500 19.8 1,282,000 53.8 2,384,500
2020 610,000 26.0 457,500 19.5 1,282,000 54.6 2,349,500
2019 560,000 25.6 420,000 19.2 1,205,000 55.1 2,185,000
Joia M. Johnson 2021 600,000 25.5 510,000 21.7 1,240,000 52.8 2,350,000
2020 600,000 25.5 510,000 21.7 1,240,000 52.8 2,350,000
2019 550,000 25.0 467,500 21.3 1,182,000 53.7 2,199,500

Metrics and Targets for our Compensation Program

A significant portion of the compensation that our named executive officers may earn is subject to the achievement of Company-wide performance metrics. We believe that the performance of our named executive officers is best viewed through their contributions to long-term stockholder value as reflected by achievement of ~~annual~~ performance metrics that our ~~Compensation~~ Committee believes to be drivers of our strategic business plans and stockholder returns. We use quantifiable performance metrics that are easily calculated and easily understood and that reinforce teamwork and internal alignment.

For ~~2020,~~fiscal 2021, the elements of our executive compensation program subject to the achievement of performance metrics consisted of:

	•	the AIP; and
	•	the PSA portion of LTIP compensation.

Percentage Payout of Target Incentive Compensation

~~HANESBRANDS INC.~~

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

Generally, executive officers can earn incentive compensation equal to 25% of their targeted amount for performance at the threshold level, 100% of their targeted amount for performance at the target level and 200% of their targeted amount for performance at or above the maximum level. No incentive compensation is payable if performance is below the threshold level, and incentive compensation is capped at 200% of the target amount. Incentive compensation is payable on a straight line basis for performance between the threshold level and the target level, as well as between the target level and the maximum level.

As discussed on page 38 under “COVID-Related Compensation Adjustments,” in connection with the revision of performance targets for the 2020 AIP awards, the Compensation Committee reduced the maximum overall payout percentage (based on the weighted achievement of each metric) from 200% to 125% of any named executive officer’s 2020 target AIP award. No changes were made to the payout structure of the 2020 LTIP awards.

In keeping with our pay for performance culture, we expect our named executive officers to deliver overall results that exceed the target level of performance in order to receive above median market compensation. Performance below the target level of performance is expected to result in below median market compensation.

CEO Potential Compensation Scenarios (Comparison to Peer Group)

The amounts earned by our named executive officers under the performance-based elements of our compensation program are based solely on our performance against pre-established metrics. The ~~Compensation~~ Committee selects metrics that have generally remained constant from year to year and that it considers to be key performance drivers that are important to our stockholders and aligned with our long-term business strategy, supplementing those metrics from time to time as the ~~Compensation~~ Committee deems necessary.

HANESBRANDS INC. | 45

~~In January 2020, the Compensation Committee established the following performance metrics for 2020 for both the AIP and the PSA portion of LTIP compensation for our named executive officers:~~

~~Initial 2020 Performance Metrics and Targets~~

Metric Weighting Threshold
(25% Payout) Target
(100% Payout) Maximum
(200% Payout) FY2020
Results
Net Sales 20% $6.679 billion $6.744 billion $6.810 billion $6.664 billion
EPS-XA* 40% $1.73 $1.77 $1.82 $1.45
Cash flow from operations 40% $600 million $750 million $900 million $448 million

EPS-XA is a non-GAAP financial measure which is used as a performance measure in our executive compensation programs. EPS-XA is defined as diluted earnings per share (“EPS”), excluding certain unusual or nonrecurring charges and gains (“actions”) and the tax effect on such actions. Actions during our 2020 fiscal year include supply chain and other restructuring initiatives, program exit costs, certain COVID-19 related charges, transformation plan charges and discrete tax items. We have chosen to provide this non-GAAP financial measure to investors to enable additional analyses of past, present and future performance and as a supplemental means of evaluating company operations absent the effect of such actions. For a full description of excluded charges and a reconciliation to GAAP EPS, see Appendix A.

Table of Contents

Compensation Discussion and Analysis

In establishing the initial performance targets for 2020 (the “Initial 2020 Targets”), the Compensation Committee determined to exclude from the measurement of EPS-XA for 2020 the effects of any share repurchases in excess of the $200 million of planned share repurchases incorporated into the Company’s 2020 operating plan and financial guidance. The Company’s share repurchases during the 2020 fiscal year did not exceed $200 million and therefore had no effect on the achievement of the EPS-XA performance measure beyond what was specifically contemplated by the Committee in establishing the EPS-XA target in January 2020.

~~Revised 2020 AIP Performance Metrics and Targets~~

As discussed on page 38 under “COVID-Related Compensation Adjustments,” in July 2020, after considering the impact of the COVID-19 pandemic on our operations, the Committee decided to revise the Initial 2020 Targets for the AIP. No changes were made to the performance metrics for the 2020 AIP, which continued to be net sales, EPS-XA, and cash flow from operations. However, the Committee decided to split the annual performance period into two six-month periods, first quarter and second quarter 2020 performance (“First Half”) and third and fourth quarter 2020 performance (“Second Half”), with First Half targets based on the Company’s original (pre-COVID-19) 2020 operating plan and Second Half targets established in July 2020 on the basis of operational and economic uncertainties and challenges expected in the Second Half. The revised AIP targets for 2020 (the “Revised 2020 AIP Targets”) were as follows:

~~First Half Targets – Weighted 50%~~

Metric Weighting Threshold
(25% Payout) Target
(100% Payout) Maximum
(200% Payout) First Half
FY2020
Results
Net Sales 20% $3.140 billion $3.173 billion $3.202 billion $3.055 billion
EPS-XA* 40% $0.63 $0.65 $0.67 $0.65
Cash flow from operations 40% ($42) million ($35) million ($28) million ($18) million

~~Second Half Targets – Weighted 50%~~

Metric Weighting Threshold
(25% Payout) Target
(100% Payout) Maximum
(200% Payout) Second Half
FY2020
Results
Net Sales 20% $2.549 billion $3.034 billion $3.523 billion $3.609 billion
EPS-XA* 40% $0.15 $0.62 $1.09 $0.80
Cash flow from operations 40% $392 million $585 million $778 million $466 million

Under the AIP generally, a payout between 0% and 200% would be determined by the Committee based on achievement of specified performance targets for each applicable 2020 AIP award. However, in connection with the revision of performance targets for the 2020 AIP awards, the Committee reduced the maximum overall payout percentage (based on the weighted achievement of each metric) from 200% to 125% of any named executive officer’s 2020 target AIP award.

Base Salary

We pay base salary to attract talented executives and to provide a fixed base of cash compensation for ~~fulfillment~~fulfilment of fundamental job responsibilities. The base salaries for our named executive officers are determined based on their experience and the scope of their responsibilities, both on an individual basis and in relation to the experience and scope of responsibilities of other executives. The ~~Compensation~~ Committee also considers the practices of the companies in our peer group in setting our named executive officers’ base salary. These factors result in different compensation levels among the named executive officers. Base salaries are adjusted periodically (but generally not every year) as part of the ~~Compensation~~ Committee’s annual review of total target direct compensation to reflect individual responsibilities, performance and experience, as well as market compensation levels.

Annual Incentive Plan (AIP)

The AIP is designed to motivate performance by linking a portion of our named executive officers’ compensation to the achievement of key annual results. As discussed in ~~“Metrics and Targets for our Compensation Program – Revised 2020 AIP~~“Fiscal 2021 Performance ~~Metrics and Targets”~~Metrics” on page ~~47,~~39, the performance metrics for the AIP for ~~2020~~fiscal 2021 were net organic sales ~~EPS-XA~~(weighted at 40%), operating income-XA (weighted at 40%), and ~~cash flow from operations.~~net inventory (weighted at 20%). Consistent with the approach taken in 2020 after considering the impact of the COVID-19 pandemic on the Company’s operations, the Committee split the annual performance period into two six-month periods: (1) first and second quarter fiscal 2021 performance and (2) third and fourth quarter fiscal 2021 performance.

On January 25, 2021, Committee established performance targets under the AIP for the first two quarters of 2021 (“First Half”). The targets for the First Half were set in consideration of our operating plan and the expected economic environment in the upcoming year. The threshold, target, and maximum performance levels for each metric, as well as the performance results for such metrics during the First Half are set forth below:

First Half Targets – Weighted 50%

Metric	Weighting	Threshold (25% Payout)	Target (100% Payout)	Maximum (200% Payout)	First Half FY2021 Results	Metric Achievement (% of Target)	Weighted Metric Achievement (% of Target)
Net Organic Sales ($MM)*	40%	$2,726	$2,870	$3,013	$3,234	200%	80%
Operating Income-XA ($MM)*	40%	$337	$375	$412	$447	200%	80%
Net Inventory ($MM)*	20%	$1,777	$1,677	$1,577	$1,490	200%	40%
			First Half - Total Weighted Achievement (% of Target)				200%

~~HANESBRANDS INC.~~ *

47Threshold, target, and maximum goals and achievement results for these metrics reflect adjustments to eliminate the impact of businesses held for sale during the fiscal year in accordance with the design approved by the Committee in January 2021.

On May 17, 2021, the Committee established the following performance targets under the AIP for the second two quarters of 2021 (the “Second Half”). The Second Half targets were set in alignment with the updated operating plan and in consideration of the economic recovery shown during the First Half. The threshold, target, and maximum performance levels for each metric, as well as the performance results for such metrics during the Second Half are set forth below:

Second Half Targets – Weighted 50%

Metric	Weighting	Threshold (25% Payout)		Target (100% Payout)	Maximum (200% Payout)	Second Half FY2021 Results	Metric Achievement (% of Target)	Weighted Metric Achievement (% of Target)
Net Organic Sales ($MM)*	40%	$3,218		$3,387	$3,557	$3,511	173%	69%
Operating Income XA ($MM)*	40%	$420		$466	$513	$486	143%	57%
Net Inventory ($MM)*	20%	$1,454		$1,354	$1,254	$1,584	0%	0%
			Second Half - Total Weighted Achievement (% of Target)					126%

*	Threshold, target, and maximum goals and achievement results for these metrics reflect adjustments to eliminate the impact of businesses held for sale during the fiscal year in accordance with the design approved by the Committee in January 2021.

46 |

Table of Contents

Compensation Discussion and Analysis

~~Because Mr. Bratspies did not join~~Based on the ~~Company until August 2020,~~performance results for the ~~Compensation Committee felt that it was most appropriate that Mr. Bratspies’ 2020 AIP award be based solely upon~~First Half and the Second Half ~~Revised 2020 AIP Targets. As~~set forth above, the fiscal 2021 overall performance achievement as a ~~result, Mr. Bratspies earned an AIP payment at 116.82%~~percentage of ~~his~~ target ~~amount. When approving the 2020 AIP payments~~was 163.09%.

The threshold, target, maximum and actual payout levels for ~~our other~~each named executive ~~officers,~~officer under the ~~Compensation Committee considered the contribution of PPE sales towards the achievement of the First Half Revised 2020~~ AIP Targets and determined to include in the measurement of the EPS-XA for the Second Half certain charges related to excess PPE inventory that would have otherwise been excluded. As a result, our other named executive officers earned AIP payments at 90.75% of their target amounts. If no adjustments had been made to the performance targets for 2020 AIP awards, our named executive officers would have earned no payments with respect their 2020 AIP awards based on the Initial 2020 Targets.are set forth below:

Name	Threshold	Target	Maximum	Actual
Stephen B. Bratspies	$412,500	$1,650,000	$3,300,000	$2,691,130
Michael P. Dastugue (1)	$125,000	$500,000	$1,000,000	$815,494
M. Scott Lewis (2)	$81,563	$326,250	$652,500	$532,110
Joseph W. Cavaliere (1)	$155,930	$623,719	$1,247,438	$1,017,278
Jonathan Ram	$119,531	$478,125	$956,250	$779,816
Michael E. Faircloth	$117,500	$470,000	$940,000	$766,564

(1)	The amounts for Mr. Dastugue and Mr. Cavaliere are prorated based on their hire dates.
(2)	Mr. Lewis received additional cash compensation of $175,000 per quarter in connection with his service as Interim CFO, which amounts were included with base salary in calculating Mr. Lewis’ 2021 AIP payout opportunities.

Long-Term Incentive Program (LTIP)

The ~~Compensation~~ Committee currently uses equity grants as the primary means of providing long-term incentives to our named executive officers. These LTIP awards are designed to encourage behaviors that drive the long-term growth, profitability and financial success of the Company, align executives’ interests with our stockholders and support retention objectives.

For ~~2020,~~fiscal 2021, two types of LTIP grants were awarded to our named executive officers:

	•	~~PSAs;~~Performance Share Awards (PSAs); and
	•	time-vested ~~RSUs.~~Restricted Stock Unit Awards (RSUs).

HANESBRANDS INC. | 47

Table of Contents

Compensation Discussion and Analysis

For ~~2020,~~fiscal 2021, 50% of the targeted value of the LTIP opportunity consisted of PSAs and 50% of the targeted value consisted of RSUs.* The terms of these awards are described below:

*	The actual value realized by our named executive officers as result of their ~~2020 RSU~~fiscal 2021 LTIP grants will depend on our stock price on the vesting date of each award.

The performance metrics for the PSA portion of the fiscal 2021 LTIP awards were cash flow from operations and EPS-XA. The threshold, target, and maximum performance levels for each metric, as well as the performance results for such metrics during the 2021 fiscal year are set forth below. The target for the cash flow from operations metric was established as a range in order to address uncertainty and volatility in the environment at the time the goal was established.

Metric	Weighting	Threshold (25% Payout)		Target (100% Payout)	Maximum (200% Payout)	FY2021 Results	Metric Achievement (% of Target)	Weighted Metric Achievement (% of Target)
Cash Flow from Operations ($MM)	50%	$250		$400-450	$600	$623	200%	100%
EPS-XA ($MM)*	50%	$1.37		$1.52	$1.67	$1.84	200%	100%
			Total Weighted Achievement (% of Target)					200%

48 *	Threshold, target, and maximum goals and achievement results for this metric reflects adjustments to eliminate the impact of businesses held for sale during the fiscal year in accordance with the design approved by the Committee in January 2021.

48 |

Table of Contents

Compensation Discussion and Analysis

As discussed in “Metrics and Targets for our Compensation Program – Initial 2020 Performance Metrics and Targets” on page 46, the performance metrics for the PSA portion of the 2020 LTIP awards were net sales, EPS-XA and cash flow from operations. The Committee determined not to make any changes to the Initial 2020 Targets for the PSA portion of the 2020 LITP awards in response to the COVID-19 pandemic. We did not reach the threshold level of performance with respect to the Initial 2020 Targets, and therefore our named executive officers will not receive any shares under their 2020 PSAs.

Post-Employment Compensation

Our named executive officers are eligible to receive post-employment compensation pursuant to the Hanesbrands Inc. Pension Plan (the “Pension Plan”) and/or our defined contribution retirement program, which consists of the Hanesbrands Inc. Retirement Savings Plan (the “401(k) Plan”) and the Hanesbrands Inc. Supplemental Employee Retirement Plan (the “SERP”), and pursuant to Severance/Change in Control Agreements, or “Severance ~~Agreements.~~Agreements,” or (in the case of Mr. Lewis) the Hanesbrands Inc. Salaried Employee Severance Pay Plan. Each of these arrangements is discussed below.

Pension Plan

The Pension Plan is a defined benefit pension plan ~~under which benefits have been frozen since December 31, 2005, intended~~(intended to be qualified under Section 401(a) of the Internal Revenue ~~Code, that~~Code) under which benefits have been frozen since December 31, 2005. The Pension Plan provides the benefits that had accrued for any of our U.S.-based employees ~~including our named executive officers,~~ as of December 31, 2005 under a plan maintained by our former parent company prior to our becoming an independent public company. Mr. Faircloth is the only named executive officer currently participating in the Pension Plan. Because the Pension Plan is frozen, no additional employees became participants in the Pension Plan after December 31, 2005, and existing participants in the Pension Plan do not accrue any additional benefits after December 31, 2005.

Defined Contribution Plans

Our defined contribution retirement program for U.S.-based employees consists of the 401(k) Plan and the SERP.

Under the 401(k) Plan, our named executive officers and generally all full-time domestic exempt and non-exempt U.S.-based salaried employees may contribute a portion of their compensation to the plan on a pre-tax basis and receive a matching employer contribution of up to a possible maximum of 4% of their eligible compensation not in excess of certain dollar limits mandated by the Internal Revenue Code. In addition, we may make a discretionary employer contribution to exempt and non-exempt salaried employees of up to an additional 4% of their eligible compensation.

The SERP is a nonqualified supplemental retirement plan that provides two types of benefits:

	•●	The “Defined Contribution Component” of the SERP provides for employer matching and discretionary contributions to U.S.-based employees whose compensation exceeds a threshold set by the Internal Revenue Code. Although, as described above, the 401(k) Plan provides for employer contributions to our named executive officers at the same percentage of their eligible compensation as provided for all employees who participate in the 401(k) Plan, compensation and benefit limitations imposed on the 401(k) Plan by the Internal Revenue Code generally prevent us from making the entire amount of the employer matching and discretionary contributions contemplated by the 401(k) Plan with respect to any employee whose compensation exceeds a threshold set by Internal Revenue Code provisions, which was ~~$285,000~~$290,000 for ~~2020.~~2021. The SERP provides to those employees whose compensation exceeds this threshold, including our named executive officers, benefits that would be earned under the 401(k) Plan but for these limitations. We distribute the accrued vested portion of the Defined Contribution Component of the SERP directly to participants in cash on an annual basis. Any unvested portions of the Defined Contribution Component are credited to the participant’s SERP account and distributed to the participant upon vesting. Each of our named executive officers receive benefits under this portion of the SERP.
	•●	The “Defined Benefit Component” of the SERP provides benefits consisting of those supplemental retirement benefits that had been accrued as of December 31, 2005 under a plan maintained by our former parent company prior to our becoming an independent public company. ~~Mr. Evans is~~None of our ~~only~~ named executive ~~officer with~~officers has an unpaid benefit under this portion of the SERP.

Severance Arrangements

We have entered into Severance Agreements with each of our named executive officers, other than Mr. Lewis. Severance Agreements help us attract and retain key talent and also provide important protections to us by discouraging our key executives from competing with us or soliciting our customers or employees for a specified period of time following termination. The Severance Agreements

~~HANESBRANDS INC.~~

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

provide our named executive officers with benefits upon the involuntary termination of their employment other than for wrongful behavior or misconduct. The Severance Agreements also contain change in control benefits for these officers to help keep them focused on their work responsibilities during the uncertainty that accompanies a potential change in control and provide benefits for a period of time after a change in control transaction. We believe the levels of benefits offered by the Severance Agreements are appropriate and competitive. Compensation that could potentially be paid to our named executive officers pursuant to the Severance Agreements is described under “Potential Payments upon Termination or Change in Control” on page ~~62.~~60. Each agreement continues

HANESBRANDS INC.

Table of Contents

Compensation Discussion and Analysis

in effect unless we give at least 18 months’ prior written notice that the agreement will not be renewed. In addition, if a change in control occurs during the term of the agreement, the agreement will automatically continue for two years after the end of the month in which the change in control occurs.

We have not entered in a Severance Agreement with Mr. Lewis, as we generally only enter into such agreements with certain members of our senior leadership team. Instead, Mr. Lewis participates in the Hanesbrands Inc. Salaried Employee Severance Pay Plan. Pursuant to the Hanesbrands Inc. Salaried Employee Severance Pay Plan, if Mr. Lewis is terminated for any reason other than for cause (as defined in the Plan), he is entitled to receive a severance benefits in an amount equal to four weeks of base salary for each year of service, with a minimum severance period of 26 weeks and a maximum severance period of 52 weeks.

We also entered into a Transition and Retirement Agreement with Mr. Evans (the “Transition Agreement”) to provide for the smooth transition to the Company’s next Chief Executive Officer. The term of the Transition Agreement began May 4, 2020 and extended until Mr. Evans’ retirement on August 3, 2020 (the “Retirement Date”). Pursuant to the Transition Agreement, Mr. Evans continued to receive an annual salary at his then-current rate and was eligible to continue participation in the Company’s standard benefit plans through the Retirement Date. In addition, Mr. Evans’ outstanding RSUs and PSAs continued their standard vesting up to and after the Retirement Date, in accordance with their terms. The Transition Agreement also provided that Mr. Evans would continue to be eligible for a 2020 AIP award, notwithstanding the fact that the Retirement Date occurred before the end of our 2020 fiscal year. In addition, the Transition Agreement provided that, except for in the event of an unapproved resignation prior to January 2, 2021 or a termination of Mr. Evans’ employment for Cause or a qualifying termination under his Severance Agreement, the Company will retain Mr. Evans as a consultant from the Retirement Date until the end of the Company’s 2021 fiscal year under a consulting agreement (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Evans will provide transition and integration services and will consult with Mr. Bratspies on matters that arose while Mr. Evans was Chief Executive Officer for no more than 20% of normal business hours. Mr. Evans is entitled to a monthly consulting fee of $91,666.67 during the term of the Consulting Agreement. In order to receive payment under the Transition Agreement and the Consulting Agreement, Mr. Evans was required to execute a customary release in favor of the Company and will also be required comply with certain customary non-competition and non-solicitation covenants.

Benefit Plans and Arrangements

Our named executive officers are eligible to participate in certain of our other employee benefits plans and arrangements. These consist of the Hanesbrands Inc. Executive Deferred Compensation Plan (the “Executive Deferred Compensation Plan”), the Hanesbrands Inc. Executive Life Insurance Plan (the “Life Insurance Plan”) and the Hanesbrands Inc. Executive Disability Plan (the “Disability Plan”). In general, these benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death and to enable executives to save for future financial needs in a tax efficient manner.

Under the Executive Deferred Compensation Plan, a group of approximately ~~225~~240 U.S.-based employees, generally at the director level and above, including our named executive officers, may defer receipt of cash and equity compensation. This benefit offers tax advantages to eligible employees, permitting them to defer payment of their compensation and defer taxation on that compensation until a future date. The amount of compensation that may be deferred is determined in accordance with the Executive Deferred Compensation Plan based on elections by each participant. Amounts deferred under the Executive Deferred Compensation Plan may, at the election of the executive, (i) earn a fixed rate of interest, which was ~~2.03%~~0.62% for ~~2020;~~2021; (ii) be deemed to be invested in a stock equivalent account (the “HBI Stock Fund”) and earn a return based on the total shareholder return of Hanesbrands’ stock; or (iii) be deemed to be invested in one of a number of other investment funds designated by us from time to time. The amount payable to participants will be payable either on the withdrawal date elected by the participant or upon the occurrence of certain events as provided under the Executive Deferred Compensation Plan. A participant may designate one or more beneficiaries to receive any portion of the obligations payable in the event of death; however, neither participants nor their beneficiaries may transfer any right or interest in the Executive Deferred Compensation Plan.

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

The Life Insurance Plan provides life insurance benefits to a group of approximately 7580 U.S.-based employees, generally at the level of vice president or above, including our named executive officers, who contribute materially to our continued growth, development and future business success. The Life Insurance Plan, which includes both a death benefit and a cash value, provides life insurance coverage during active employment in an amount equal to three times annual base salary, and, depending on the performance of investments in the plan, may offer continuing coverage following retirement. The Life Insurance Plan also provides executives with the opportunity to make voluntary, after-tax contributions that may be allocated by the executive into a range of investment options.

The Disability Plan provides long-term disability benefits for a group of approximately 7580 U.S.-based employees, generally at the level of vice president and above, including our named executive officers. If an eligible employee becomes totally disabled, the program will provide a monthly disability benefit equal to 1/12 of the sum of (i) 75% of the employee’s annual base salary up to an amount not in excess of $500,000 and (ii) 50% of the three-year average of the employee’s annual short-term incentive payments up to an amount not in excess of $250,000. The maximum monthly disability benefit is $41,667 and is reduced by any disability benefits that an employee is entitled to receive under Social Security, workers’ compensation, a state compulsory disability law or another plan of Hanesbrands providing benefits for disability.

Table of Contents

Compensation Discussion and Analysis

~~2021~~2022 Compensation Decisions

Using the methodology discussed under “How We Make Executive Compensation Decisions” on page 41, in December 2021, the ~~Compensation~~ Committee (and, with respect to Mr. Bratspies’ compensation, the full Board of Directors (excluding Mr. Bratspies)) determined the total target direct compensation levels of our executive officers for ~~2021,~~2022, as well as the relative mix of base salary, AIP opportunity and LTIP opportunity for those executives.

~~When setting Mr. Bratspies’ total target direct~~ Material increases to the fiscal 2022 compensation ~~level~~targets for ~~2021, the Compensation Committee considered the total compensation opportunity for chief~~our named executive officers ~~at our peer group companies, as well as Mr. Bratspies’ performance and planned strategic initiatives. Based on those factors,~~(set forth below) from their fiscal 2021 compensation targets were generally intended to more closely align with the ~~Compensation Committee recommended, and~~market for equivalent positions. Those amounts approved for 2022 for the ~~Board of Directors approved, an increase of approximately 3% to Mr. Bratspies’ total target direct compensation for 2021. No changes were made to Mr. Bratspies’~~named executive officers are set forth below (with the base salary ~~or target AIP opportunity, but his target LTIP opportunity was increased from $6,750,000 to $7,050,000.~~increases taking effect March 1, 2022):

Named Executive Officer	2022 Base Salary ($)	2022 AIP Target ($)	2022 LTIP Target ($)	2022 Total Target Direct Compensation ($)
Stephen B. Bratspies	$ 1,250,000	$ 2,000,000 (160% of base salary	$ 7,750,000	$ 11,000,000
Michael P. Dastugue	750,000	750,000 (100% of base salary)	2,000,000	3,500,000
M. Scott Lewis	386,000	174,000 (45% of base salary)	325,000	885,000
Joseph W. Cavaliere	750,000	750,000 (100% of base salary)	1,700,000	3,200,000
Jonathan Ram	650,000	488,000 (75% of base salary)	1,762,000	2,900,000
Michael E. Faircloth	630,000	473,000 (75% of base salary)	1,382,000	2,485,000

~~Following a market review of pay practices at our peer group companies and considering changes to~~On January 24, 2022, the ~~scope of certain officers’ individual responsibilities, the Compensation~~ Committee approved the ~~following increases to the total target direct compensation levels for certain of our other named executive officers:~~

	•	Mr. Lewis’ total target direct compensation for 2021 was increased by approximately 7%. No changes were made to his base salary or target AIP opportunity, but his target LTIP opportunity was increased from $175,000 to $225,000. Mr. Lewis will continue to receive additional cash compensation of $175,000 per quarter during such time as he serves as Interim Chief Financial Officer, pro-rated for any partial quarter. In addition, in January 2021 Mr. Lewis was granted a retention award with a value of $325,000, payable in cash on July 31,fiscal 2022 ~~provided that he is actively employed by the Company on such date.~~
	•	Mr. Faircloth’s total target direct compensation for 2021 was increased by approximately 2%. His base salary was increased from $610,000 to $630,000 effective March 1, 2021 and his target AIP opportunity was increased from $457,500 to $472,500. No changes were made to his target LTIP opportunity for 2021. In addition, in January 2021 Mr. Faircloth was granted a retention award with a value of $500,000, payable in cash on July 31, 2022, provided that he is actively employed by the Company on such date.

No changes were made to the total target direct compensation for Mr. Upchurch or Ms. Johnson for 2021; however, their actual 2021 total compensation will be prorated to reflect their planned retirement from the Company in August 2021 and May 2021, respectively.

~~HANESBRANDS INC.~~

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

~~In February 2021, the Compensation Committee approved the 2021~~ AIP and LTIP ~~awards, continuing the overall structure of the AIP and LTIP from prior years.~~

For stock awards granted after January 1, 2020, if a named executive officer who ceases active employment with us on or after attaining age 50 or older and completing at least 10 years of service (i) provides us with a least six months’ prior written notice of his or her intended retirement date, (ii) remains actively employed during such notice period, (iii) completes certain transition duties and responsibilities and (iv) enters into a written release of claims against us, all restrictions on the outstanding equity awards requiring continued employment through a vesting date will lapse upon the executive’s retirement. The executive is required to cooperate with us regarding matters arising out of his or her employment and continue to comply with restrictive covenants relating to non-competition, non-solicitation, confidentiality and non-disparagement through the third anniversary of the grant date of the award.

awards.

The ~~Compensation~~fiscal 2022 AIP performance metrics for our named executive officers, as approved by the Committee, consist of net organic sales (weighted 40%), operating income (excluding actions) (weighted 40%) and net inventory (weighted 20%). The Committee also approved ~~performance metrics~~a new diversity, equity and ~~targets~~inclusion modifier (+/- 5%) for ~~2021 that will be used~~the AIP related to ~~determine~~ the ~~amounts earned by~~representation of People of Color (including Black, Hispanic, Asian, Pacific Islander, Native American, Alaskan native and Hawaiian native associates) within our composition of the U.S. workforce at the senior manager level and above.

Awards to our named executive officers under ~~their performance-based pay opportunities. Our named executive officers can earn performance-based compensation equal to 25%~~our fiscal 2022 LTIP program, as approved by the Committee, once again consist of ~~their~~both RSUs and PSAs, each targeted ~~amount for performance~~ at the threshold level, 100% of their targeted amount for performance at the target level and 200% of their targeted amount for performance at or above the maximum level. No performance-based compensation is payable if performance is below the threshold level, and incentive compensation is capped at 200%50% of the ~~target amount. Performance-based compensation is payable~~total LTIP opportunity. The RSUs generally vest 33%, 33% and 34% on the first, second and third anniversaries of the grant date, respectively. The PSAs are once again subject to a ~~straight-line basis for~~three-year (rather than one-year) performance ~~between the threshold level~~period, and the ~~target level, as well as between the target level and the maximum level.~~

~~The Compensation Committee decided to move away from a single set of~~ performance metrics for the ~~2021~~PSAs include earnings per share (excluding actions) growth (weighted 50%) and cash flow from operations (weighted 50%). The PSAs will vest (subject to achievement of the applicable performance goals) on the last business day of February 2025.

The performance metrics for our 2022 AIP and 2022 LTIP were generally tied to key points in our Full Potential plan. We expect to provide additional detail regarding the 2022 AIP and LTIP awards, and ~~instead establish a separate set of metrics for each program. The Committee felt this design change would better align the Company’s~~other decisions with respect to our 2022 executive compensation ~~programs with current market practice.~~

The Compensation Committee chose net organic sales, operating income (excluding actions) and net inventory as the performance metrics for the 2021 AIP because the Committee believes these metrics are aligned with areas of strategic focus, key drivers of long-term sustainable stockholder value creation and fundamental elements of consistent, stable growth. In establishing the AIP performance targets for 2021, the Compensation Committee considered the continuing operating and economic uncertainty resulting from the COVID-19 pandemic and the resulting difficultyprogram, in forecasting operating plans for the full 2021 fiscal year and decided to again split the annual performance period into two six-month periods, first and second quarter 2021 performance (“First Half 2021”) and third and fourth quarter 2021 performance (“Second Half 2021”), with the achievement percentage for First Half 2021 and Second Half 2021 weighted equally in determining the overall achievement percentage for the performance period. The Compensation Committee established the First Half 2021 performance targets in January 2021 and anticipates establishing the Second Half 2021 performance targets in the second quarter of 2021.

The Compensation Committee selected cash flow from operations and EPS-XA as the performance metrics for the 2021 LTIP because the Committee believes these metrics have the ability to align the performance of our namedfuture executive ~~officers with stockholder value by incorporating aspects of growth, profitability and capital efficiency. In addition, the Committee believes strong~~

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

cash flow from operations has the ability to enhance stockholder value in numerous ways, including strategic investment, dividends and stock repurchases. In light of the long-term nature of the program, the Committee decided to again utilize a single set of performance targets for the entire 2020 LTIP performance period.

compensation disclosures.

Additional Information

Consideration of Prior Stockholder Advisory Vote on Executive Compensation

At our ~~2020~~2021 Annual Meeting of Stockholders, our stockholders had the opportunity to cast an advisory “say on pay” vote on our executive compensation. Our stockholders approved the compensation of our named executive officers as disclosed in the Proxy Statement for that meeting with over ~~90%~~94% support. ~~Our Board of Directors, and the Compensation Committee in particular, considered~~Given this strong level of support, ~~as well as~~ the ~~executive~~Committee did not make any changes to our compensation ~~programs~~policies or practices that were specifically driven by the result of ~~our peer group of companies, our past operating performance and planned strategic initiatives, in making~~ the ~~determination that the fundamental characteristics of our executive compensation program should continue this year.~~“say on pay” vote.

No Tax Gross-Ups

We do not increase payments to any executive officer to cover non business-related personal income taxes, other than the personal income taxes due on relocation reimbursements, which is provided under a broad-based program. ~~Beginning December 1, 2010, we eliminated excise tax gross-ups with respect to new or amended Severance Agreements.~~

HANESBRANDS INC.

Table of Contents

Compensation Discussion and Analysis

Clawbacks and Recoupment

The ~~Compensation~~ Committee ~~has~~ adopted a clawback policy in order to further align the interests of employees with the interests of our stockholders and strengthen the link between total compensation and the Company’s performance. Under this policy, in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, we may, in the discretion of the ~~Compensation~~ Committee (as it applies to current or former executive officers) or the Chief Executive Officer (as it applies to any other employee), seek to recover, from any employee who received ~~cash- or~~cash-or equity-based incentive compensation during the three-year period preceding the date on which we are required to prepare an accounting restatement, the amount by which such person’s cash- or equity-based incentive compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

Additionally, the documents governing both our cash-based AIP and our equity-based LTIP provide that if an employee violates our Global Code of Conduct or engages in certain activities that are harmful to the interests of the Company, we may recover any incentive compensation paid to that person within the 12-month period immediately preceding such wrongful conduct.

Stock Ownership and Retention Guidelines

We believe that our executives should have a significant ownership position in Hanesbrands. To promote such equity ownership and further align the economic interests of our executives with our stockholders, we ~~have~~ adopted stock ownership guidelines for our key executives, including our named executive officers.

Our Chief Executive Officer (Mr. ~~Evans, prior to August 3, 2020, and Mr. Bratspies, effective August 3, 2020)~~Bratspies) is required to own Hanesbrands stock valued at six times his annual base salary; all other named executive officers are generally required to own Hanesbrands stock valued at two times (in the case of Mr. ~~Upchurch~~Faircloth and Mr. ~~Faircloth)~~Ram) or three times (in the case of ~~Ms. Johnson)~~Mr. Cavaliere and Mr. Dastugue) his or her base salary. Mr. Lewis, who is serving as Chief Financial Officer in an interim capacity, is required to own Hanesbrands stock equal to his base salary. Until the requirements of the stock ownership guidelines are met, an executive is required to retain 50% of any shares received (on a net after-tax basis) under our stock-based compensation plans. Our named executive officers and other key executives have a substantial portion of their incentive compensation paid in the form of our common stock. In addition to shares directly held by a key executive, unvested RSUs, shares held for such executive in the 401(k) Plan, the Executive Deferred Compensation Plan and the SERP, including hypothetical share equivalents held in the latter two plans, are counted for purposes of determining whether the ownership requirements are met. All of our named executive officers are in compliance with these stock ownership and retention guidelines.

~~HANESBRANDS INC.~~

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

Prohibitions on Pledging, Hedging and Other Derivative Transactions

Under our insider trading policy, directors and executive officers, including our named executive officers, are required to clear in advance all transactions in our securities with Hanesbrands’ law department. Further, no director, executive officer or other employee is permitted to (i) pledge or margin our securities as collateral for a loan obligation, (ii) engage in “short sales” or “sales against the box” or trade in puts, calls or other options on our securities or (iii) purchase any financial instrument or contract that is designed to hedge or offset any risk of decrease in the market value of our securities. These provisions are part of our overall program to prevent any of our directors, officers or employees from trading on material non-public information.

Compensation Risk Assessment

The ~~Compensation~~ Committee, in consultation with FW Cook, annually reviews our current compensation policies and practices and believes that, in light of their overall structure, the risks arising from such compensation policies and practices are not reasonably likely to have a material adverse effect on us.

Some of the key factors supporting the ~~Compensation~~ Committee’s conclusion include: (i) a reasonable degree of balance with respect to the mix of cash and equity compensation and short-term and longer-term performance focus; (ii) the use of multiple performance metrics in our AIP and LTIP awards; (iii) multiple year vesting for equity awards; (iv) robust executive and non-employee director stock ownership guidelines; (v) an insider trading policy that includes prohibitions on hedging and pledging of our stock; and (vi) an incentive compensation clawback policy.

Table of Contents

Compensation Discussion and Analysis

Tax Treatment of Certain Compensation

Section 162(m) of the Internal Revenue Code limits the tax deductibility of certain compensation paid to our Chief Executive Officer and certain of our other named executive officers (and, beginning in 2018, certain former executive officers) to $1 million per year. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) of the Internal Revenue Code could be excluded from this $1 million limit. As a result, we have historically adopted policies and practices that were intended to qualify certain awards as performance-based compensation under Section 162(m) and qualify for the maximum possible tax deduction.

On December 22, 2017, the U.S. federal government enacted tax reform legislation commonly referred to as the Tax Cuts and Jobs Act, which substantially modified the Internal Revenue Code and, among other things, eliminated the performance-based compensation exception under Section 162(m). As a result, we are generally no longer able to deduct compensation amounts over $1 million paid to our Chief Executive Officer and certain current or former executive officers unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

In making decisions about executive compensation, we continue to consider the impact of ~~other~~ regulatory provisions, including the provisions of Section 409A of the Internal Revenue Code regarding non-qualified deferred compensation and the “golden parachute” provisions of Section 280G of the Internal Revenue Code. We also consider how various elements of compensation will impact our financial results. In this regard, we consider the impact of applicable stock compensation accounting rules, which determine how we recognize the cost of employee services received in exchange for awards of equity instruments.

~~Table of Contents~~

~~Compensation Discussion and Analysis~~

Executive Compensation

Summary of Compensation

The following table sets forth a summary of compensation earned by or paid to our named executive officers for our 2021, 2020 ~~2019~~ and ~~2018~~2019 fiscal years, as applicable.

Fiscal 2021 Summary Compensation Table

Name and Principal Position Year Salary
($) (1) Bonus
($) Stock
Awards
($) (2) (3) Option
Awards
($) (3) Non-Equity
Incentive Plan
Compensation
($) (1) (4) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
(5) All Other
Compensation
($) (6) Total
Compensation
($)
Stephen B. Bratspies 2020 $ 458,333 $— $ 2,812,505 $ 655,689 $ 803,150 $— $ 99,388 $ 4,829,065
Chief Executive Officer
Gerald W. Evans, Jr. 2020 666,378 (7) — 6,249,987 — 873,481 306,123 1,373,487 9,469,457
Former Chief Executive 2019 1,100,000 — — — 2,308,680 361,586 186,059 3,956,325
Officer 2018 1,100,000 — 6,249,987 — 1,303,170 — 179,551 8,832,708
M. Scott Lewis 2020 361,790 700,000 (8) 175,001 — 439,009 (8) — 40,564 1,716,363
Chief Accounting Officer
and Interim Chief Financial
Officer
W. Howard Upchurch 2020 598,159 — 1,364,999 — 421,994 67,697 73,942 2,526,791
Group President, 2019 570,000 — — — 598,158 88,177 54,837 1,311,172
Innerwear Americas 2018 570,000 — 1,302,000 — 337,640 — 50,317 2,259,956
Michael E. Faircloth 2020 588,511 — 1,282,009 — 415,187 31,843 75,202 2,392,753
Group President, 2019 560,000 — — — 587,664 41,052 56,227 1,244,943
Global Operations 2018 560,000 — 1,205,012 — 331,716 — 51,270 2,147,998
Joia M. Johnson 2020 578,864 — 1,240,002 — 462,832 — 79,409 2,361,107
Chief Administrative 2019 550,000 — — — 654,126 — 59,327 1,263,453
Officer, General Counsel and Corporate Secretary 2018 550,000 — 1,182,008 — 369,232 — 55,116 2,156,356

Name and Principal Position	Fiscal Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)			Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(1)(5)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)		All Other Compensation ($)(8)		Total ($)
Stephen B. Bratspies	2021	$	1,100,000	$	—	$	7,049,994		$	—	$	2,691,130		$	—	$	190,125	$	11,031,249
Chief Executive Officer	2020		458,333		—		2,812,505			655,689		803,150			—		99,388		4,829,065
Michael P. Dastugue	2021		500,000		—		1,013,319			—		815,494			—		70,463		2,399,276
Chief Financial Officer
M. Scott Lewis	2021		375,000		350,000		225,000					532,110	(6)		—		90,820		1,572,930
Chief Accounting Officer	2020		361,790		700,000		175,001			—		439,009	(6)		—		40,564		1,716,363
and Former Interim Chief
Financial Officer
Joseph W. Cavaliere	2021		623,719		—		1,519,996			—		1,017,278			—		264,618		3,425,611
Group President, Global
Innerwear
Jonathan Ram	2021		637,500		—		1,520,000			—		779,816			—		89,418		3,026,734
Group President, Global
Activewear
Michael E. Faircloth	2021		626,667		—		1,282,004					766,564			—		75,519		2,750,754
Group President,	2020		588,511		—		1,282,009			—		415,187			31,843		75,202		2,392,753
Global Operations	2019		560,000		—		—	(4)		—		587,664			41,052		56,227		1,244,943

(1)	The amounts shown include deferrals to the 401(k) Plan and the Executive Deferred Compensation Plan.
(2)	~~Prior to 2019, the Compensation Committee approved, at its December meeting, LTIP awards that were intended to serve as equity incentive compensation for the following fiscal year. Therefore,~~The bonus amounts listed in ~~the Summary Compensation Table above, the grant date fair value for the 2019 LTIP awards is included in the stock awards~~this column for Mr. Lewis in each of fiscal year ~~2018. In December 2019, the Compensation Committee decided~~2021 and 2020 represent an additional quarterly fee of $175,000 payable to ~~begin approving LTIP awards~~him in January of each year so that the Committee can have the benefit of greater visibility to the financial results for the prior year and the operating plan for the upcoming year when making such decisions. In January 2020, the Compensation Committee approved the 2020 LTIP awards. Therefore, no LTIP awards were granted to our named executive officers during our 2019 fiscal year and no stock awards are shown for 2019 in the Summary Compensation Table above.connection with his service as Interim Chief Financial Officer.

HANESBRANDS INC.

5553

Table of Contents

Compensation Discussion and Analysis

(3)

The amounts shown reflect the aggregate grant date fair value of awards during the year shown, computed in accordance with Topic 718 of the FASB Accounting Standards Codification. The assumptions we used in valuing these awards are described in Note 6, “Stock-Based Compensation,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January ~~2, 2021.~~1, 2022. These amounts do not correspond to the actual value that may be recognized by the officer. Additional information regarding outstanding awards, including exercise prices and expiration dates, can be found in the “Outstanding Equity Awards at Fiscal ~~2020~~2021 Year End” table on page ~~58.~~56. The amounts shown under “Stock Awards” include: (i) grants of restricted stock units (“RSUs”) and (ii) performance share awards (“PSAs”), as shown below:

Year Grant Date Fair
Value of PSAs Grant Date Fair
Value of RSUs Total Grant Date
Fair Value of
Stock Awards
Stephen B. Bratspies 2020 $1,406,253 $1,406,253 $2,812,505
Gerald W. Evans, Jr. 2020 3,124,993 3,124,993 6,249,987
2019 — — —
2018 3,124,993 3,124,993 6,249,987
M. Scott Lewis 2020 87,500 87,500 175,001
W. Howard Upchurch 2020 682,499 682,499 1,364,999
2019 — — —
2018 651,000 651,000 1,302,000
Michael E. Faircloth 2020 641,005 641,005 1,282,009
2019 — — —
2018 602,506 602,506 1,205,012
Joia M. Johnson 2020 620,001 620,001 1,240,002
2019 — — —
2018 591,004 591,004 1,182,008

~~As previously discussed, no PSAs or RSUs were granted to our named executive officers during our 2019 fiscal year and no PSA or RSU awards are shown for 2019 in the Summary Compensation Table.~~

The amounts shown above for PSAs represent the grant date value based on the probable outcome of the performance conditions. The value of such awards at the grant date assuming that the maximum level of performance conditions was achieved was as follows: for Mr. Bratspies: $2,812,505 in 2020; for Mr. Evans: $6,249,987 in 2018 and $6,249,987 in 2020; for Mr. Lewis: $175,001 in 2020; for Mr. Upchurch: $1,302,000 in 2018 and $1,364,999 in 2020; for Mr. Faircloth: $1,205,012 in 2018 and $1,282,009 in 2020; and for Ms. Johnson: $1,182,008 in 2018 and $1,240,002 in 2020.

Fiscal
Year      Grant Date Fair
Value of PSAs
($)      Grant Date Fair
Value of RSUs
($)      Total Grant Date
Fair Value of
Stock Awards
($)
Stephen B. Bratspies 2021 $ 3,525,000 $ 3,524,995 $ 7,049,994
2020 1,406,253 1,406,253 2,812,505
Michael P. Dastugue 2021 506,659 506,659 1,013,319
M. Scott Lewis 2021 112,501 112,499 225,000
2020 87,500 87,500 175,001
Joseph W. Cavaliere 2021 760,004 759,993 1,519,996
Jonathan Ram 2021 760,004 759,996 1,520,000
Michael E. Faircloth 2021 641,001 641,003 1,282,004
2020 641,005 641,005 1,282,009
2019 — — —
As noted below, no PSAs or RSUs were granted to our named executive officers during our 2019 fiscal year and no PSA or RSU awards are shown for 2019 in the Summary Compensation Table.
The amounts shown above for PSAs represent the grant date value based on the probable outcome of the performance conditions. The value of such awards at the grant date assuming that the maximum level of performance conditions was achieved was as follows: for Mr. Bratspies: $7,049,999 in 2021 and $2,812,505 in 2020; for Mr. Dastugue: $1,013,319 in 2021; for Mr. Lewis: $225,002 in 2021 and $175,001 in 2020; for Mr. Cavaliere: $1,520,007 in 2021; for Mr. Ram: $1,520,007 in 2021; and for Mr. Faircloth: $1,282,003 in 2021 and $1,282,009 in 2020.
The amount shown under “Option Awards” includes an inducement equity grant for Mr. Bratspies consisting of three tranches of stock options: (1) options to purchase 83,333 shares with a per share exercise price equal to 100% of the closing price of Hanesbrands’ common stock on the grant date ($14.32) that vest on the first anniversary of the grant date; (2) options to purchase 83,333 shares with a per share exercise price equal to 120% of the closing price of Hanesbrands’ common stock on the grant date ($17.18) that vest on the second anniversary of the grant date; and (3) options to purchase 83,334 shares with a per share exercise price equal to 140% of the closing price of Hanesbrands’ common stock on the grant date ($20.05) that vest on the third anniversary of the grant date.
~~(4)~~ ~~The amount shown reflects the amount earned for such year under the AIP, which amount was paid after the end of such year.~~
~~(5)~~ Neither the Executive Deferred Compensation Plan nor the SERP provide for “above-market” or preferential earnings as defined in applicable SEC rules. Increases in pension values are determined for the periods presented; because the defined benefit arrangements are frozen, the amounts shown in this column represent solely the increase in the actuarial value of pension benefits previously accrued as of December 31, 2005.
~~(6)~~ For our 2020 fiscal year, the amounts shown in the “All Other Compensation” column include the following: (i) life insurance policy premiums ($6,295 for Mr. Lewis, $7,937 for Mr. Upchurch, $10,321 for Mr. Faircloth and $11,705 for Ms. Johnson); (ii) long-term disability insurance policy premiums ($10,505 for Mr. Bratspies); (iii) accidental death and dismemberment insurance policy premiums ($144 for Mr. Bratspies); (iv) our contributions pursuant to defined contribution retirement programs, which consists of the qualified 401(k) Plan ($3,667 for Mr. Bratspies and $17,000 for each of Mr. Evans, Mr. Lewis, Mr. Upchurch, Mr. Faircloth and Ms. Johnson), the nonqualified SERP ($6,933 for Mr. Bratspies, $150,066 for Mr. Evans, $17,269 for Mr. Lewis, $49,005 for Mr. Upchurch, $47,881 for Mr. Faircloth and $50,704 for Ms. Johnson); (v) payments pursuant to Mr. Evans’ Transition and Retirement Agreement ($582,506); (vi) relocation expenses ($46,221 for Mr. Bratspies); (vi) reimbursement of taxes owed with respect to relocation benefits ($31,918 for Mr. Bratspies); and (vi) entertainment and meals ($77 for Mr. Evans).
~~(7)~~ ~~Mr. Evans retired effective August 3, 2020. The amount shown reflects Mr. Evans’ prorated base salary and accrued but unused vacation time.~~
~~(8)~~ Mr. Lewis received additional cash compensation of $175,000 per quarter in connection with his service as Interim CFO, which amounts were included with base salary in calculating Mr. Lewis’ 2020 AIP award.
56
~~Table of Contents~~
~~Compensation Discussion and Analysis~~
~~Grants of Plan-Based Awards~~
~~The following table sets forth a summary of grants of plan-based awards to our named executive officers during our 2020 fiscal year.~~
~~Grants of Plan-Based Awards in 2020~~
All Other
Stock
Awards: All Other
Option
Awards:
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards Number
of Shares
of Stock Number
of Securities
Underlying Exercise or
Base Price
of Option Grant Date Fair
Value of Stock
and Option
Name Grant
Date    Threshold
($) Target
($) Maximum
($)    Threshold
(#) Target
(#) Maximum
(#)    or Units
(#)    Options
(#)    Awards
($/Sh)    Awards
($) (1)
Stephen B. Bratspies 8/3/2020 (2) $171,875 $687,500 $1,375,000 — — — — — $ — $ —
8/3/2020 (3) — — — 24,551 98,202 196,404 — — — 1,406,253 (4)
8/3/2020 (5) — — — — — — 98,202 — — 1,406,253
8/3/2020 (6) — — — — — — — 83,333 14.32 260,540
8/3/2020 (6) — — — — — — — 83,333 17.18 215,210
8/3/2020 (6) — — — — — — — 83,334 20.05 179,939
Gerald W. Evans, Jr. 1/28/2020 (2) 240,625 962,500 1,925,000 — — — — — — —
1/28/2020 (3) — — — 54,902 219,606 439,212 — — — 3,124,993 (4)
1/28/2020 (5) — — — — — — 219,606 — — 3,124,993
M. Scott Lewis 1/28/2020 (2) 120,938 483,750 967,500 — — — — — — —
1/28/2020 (3) — — — 1,537 6,149 12,298 — — — 87,500 (4)
1/28/2020 (5) �� — — — — — — 6,149 — — 87,500
W. Howard Upchurch 1/28/2020 (2) 116,250 465,000 930,000 — — — — — — —
1/28/2020 (3) — — — 11,991 47,962 95,924 — — — 682,499 (4)
1/28/2020 (5) — — — — — — 47,962 — — 682,499
Michael E. Faircloth 1/28/2020 (2) 114,375 457,500 915,000 — — — — — — —
1/28/2020 (3) — — — 11,262 45,046 90,092 — — — 641,005 (4)
1/28/2020 (5) — — — — — — 45,046 — — 620,005
Joia M. Johnson 1/28/2020 (2) 127,500 510,000 1,020,000 — — — — — — —
1/28/2020 (3) — — — 10,893 43,570 87,140 — — — 620,001 (4)
1/28/2020 (5) — — — — — — 43,570 — — 620,001
~~(1)~~ The amounts shown in the “Grant Date Fair Value” column reflect the aggregate grant date fair value of the awards, computed in accordance with Topic 718 of the FASB Accounting Standards Codification.
~~(2)~~ ~~This award is the AIP award for the 2020 fiscal year. See “Annual Incentive Plan (AIP)” on page 47 for a discussion of the amounts paid under the AIP for the 2020 fiscal year.~~
~~(3)~~ This award is the portion of the LTIP award for 2020 that consists of the PSA. If earned, the award would vest on the third anniversary of the grant date, and the number of shares of common stock that would vest would have ranged from 0% to 200% of the number of shares granted based on our achievement of pre-established performance metrics for our 2020 fiscal year. As a result of our 2020 performance, our named executive officers will not receive any shares under the 2020 PSA awards. See “Long-Term Incentive Program (LTIP)” on page 48 for a discussion of these awards.
~~(4)~~ ~~Represents the grant date fair value of the portion of the LTIP award for 2020 that consists of the PSA, assuming achievement at the target level.~~
~~(5)~~ This award represents the portion of the LTIP award for 2020 that consists of restricted stock units. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant. See “Long-Term Incentive Program (LTIP)” on page 48 for a discussion of these awards.
~~(6)~~ ~~In connection with Mr. Bratspies’ appointment as Chief Executive Officer on August 3, 2020, Mr. Bratspies was granted an inducement equity award of stock options in three tranches:~~ (1) options to purchase 83,333 shares with a per share exercise price equal to 100% of the closing price of Hanesbrands’ common stock on the grant date ($14.32) that ~~vest~~vested on the first anniversary of the grant date; (2) options to purchase 83,333 shares with a per share exercise price equal to 120% of the closing price of Hanesbrands’ common stock on the grant date ($17.18) that vest on the second anniversary of the grant date; and (3) options to purchase 83,334 shares with a per share exercise price equal to 140% of the closing price of Hanesbrands’ common stock on the grant date ($20.05) that vest on the third anniversary of the grant date.
(4) In December 2019, the Compensation Committee decided to begin approving LTIP awards in January of each year so that the Committee can have the benefit of greater visibility to the financial results for the prior year and the operating plan for the upcoming year when making such decisions. In January 2020, the Compensation Committee approved the 2020 LTIP awards. Therefore, no LTIP awards were granted to our named executive officers during our 2019 fiscal year and no stock awards are shown for Mr. Faircloth in 2019 in the Summary Compensation Table above.
(5) The amount shown reflects the amount earned for such year under the AIP, which amount was paid after the end of such year.
(6) Mr. Lewis received additional cash compensation of $175,000 per quarter in which he served as Interim CFO, which amounts were included with base salary in calculating Mr. Lewis’ 2020 and 2021 AIP awards.
(7) Neither the Executive Deferred Compensation Plan nor the SERP provide for “above-market” or preferential earnings as defined in applicable SEC rules. Increases in pension values are determined for the periods presented; because the defined benefit arrangements are frozen, the amounts shown in this column represent solely the increase in the actuarial value of pension benefits previously accrued as of December 31, 2005. The amount reported for Mr. Faircloth in 2021 is $0 due to the fact that the present value of his accumulated benefits under the Pension Plan decreased by $7,010 in 2021.
(8) For our 2021 fiscal year, the amounts shown in the “All Other Compensation” column include the following: (i) relocation expenses ($77,590 for Mr. Bratspies and $140,815 for Mr. Cavaliere); (ii) life insurance policy premiums ($62,063 for Mr. Dastugue, $6,295 for Mr. Lewis, $79,167 for Mr. Cavaliere, $26,150 for Mr. Ram and $10,321 for Mr. Faircloth); (iii) long-term disability insurance policy premiums ($10,505 for Mr. Bratspies, $4,775 for Mr. Dastugue, $3,581 for Mr. Lewis, $5,957 for Mr. Cavaliere, $6,088 for Mr. Ram and $5,985 for Mr. Faircloth); (iv) accidental death and dismemberment insurance policy premiums ($144 for Mr. Bratspies, $90 for Mr. Dastugue, $149 for Mr. Lewis, $90 for Mr. Cavaliere, $162 for Mr. Ram and $144 for Mr. Faircloth); (v) reimbursement of taxes owed with respect to relocation benefits ($16,593 for Mr. Bratspies and $13,641 for Mr. Cavaliere); and (vi) our contributions pursuant to defined contribution retirement programs, which consists of the qualified 401(k) plan ($17,300 for each of Mr. Bratspies, Lewis, Ram and Faircloth and $11,600 for Mr. Cavaliere) and the nonqualified SERP ($67,993 for Mr. Bratspies, $8,400 for Mr. Dastugue, $67,225 for Mr. Lewis, $13,349 for Mr. Cavaliere, $45,968 for Mr. Ram and $47,898 for Mr. Faircloth).
54

Table of Contents
Compensation Discussion and Analysis
Grants of Plan-Based Awards
The following table sets forth a summary of grants of plan-based awards to our named executive officers during our 2021 fiscal year.
Grants of Plan-Based Awards in Fiscal 2021
All Other
Stock All Other
Option
Awards:
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards Awards:
Number Number
of Securities Exercise or
Base Price Grant Date Fair
Value of Stock
Name Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) of Shares
of Stock
or Units Underlying
Options
(#) of Option
Awards
($/Sh) and Option
Awards
($) (1)
Stephen B. Bratspies 1/25/2021 (2) $ 412,500 $ 1,650,000 $ 3,300,000 — — — — — $ — $ —
2/11/2021 (3) — — — 47,713 190,850 381,700 — — — 3,525,000 (4)
1/25/2021 (5) — — — — — — 227,419 — — 3,524,995
Michael P. Dastugue 5/3/2021 (2) 125,000 500,000 1,000,000 — — — — — — —
5/3/2021 (3) — — — 5,950 23,798 47,596 — — — 506,659 (4)
5/3/2021 (5) — — — — — — 23,798 — — 506,659
M. Scott Lewis 1/25/2021 (2) 81,563 326,250 652,500 — — — — — — —
2/11/2021 (3) — — — 1,523 6,091 12,182 — — — 112,501 (4)
1/25/2021 (5) — — — — — — 7,258 — — 112,499
Joseph W. Cavaliere 2/8/2021 (2) 155,930 623,719 1,247,438 — — — — — — —
2/11/2021 (3) — — — 10,287 41,148 82,296 — — — 760,004 (4)
2/8/2021 (5) — — — — — — 47,559 — — 759,993
Jonathan Ram 1/25/2021 (2) 119,531 478,125 956,250 — — — — — — —
2/11/2021 (3) — — — 10,287 41,148 82,296 — — — 760,004 (4)
1/25/2021 (5) — — — — — — 49,032 — — 759,996
Michael E. Faircloth 1/25/2021 (2) 117,500 470,000 940,000 — — — — — — —
2/11/2021 (3) — — — 8,676 34,705 69,410 — — — 641,001 (4)
1/25/2021 (5) — — — — — — 41,355 — — 641,003
(1) The amounts shown in the “Grant Date Fair Value” column reflect the aggregate grant date fair value of the awards, computed in accordance with Topic 718 of the FASB Accounting Standards Codification.
(2) This award is the AIP award for the 2021 fiscal year. See “Annual Incentive Plan (AIP)” on page 46 for a discussion of the amounts paid under the AIP for the 2021 fiscal year.
(3) This award is the portion of the LTIP award for fiscal 2021 that consists of the PSA. If earned, the award would vest on the third anniversary of the grant date, and the number of shares of common stock that would vest would have ranged from 0% to 200% of the number of shares granted based on our achievement of pre-established performance metrics for our 2021 fiscal year. See “Long-Term Incentive Program (LTIP)” on page 47 for a discussion of these awards.
(4) Represents the grant date fair value of the portion of the LTIP award for fiscal 2021 that consists of the PSA, assuming achievement at the target level (representing the probable outcome of the applicable performance conditions at the grant date).
(5) This award represents the portion of the LTIP award for fiscal 2021 that consists of RSUs. The RSUs generally vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant. See “Long-Term Incentive Program (LTIP)” on page 47 for a discussion of these awards.
HANESBRANDS INC.     5755

Table of Contents
Compensation Discussion and Analysis
Outstanding Equity Awards
The following table sets forth certain information with respect to outstanding equity awards at the end of our ~~2020~~2021 fiscal year for each of our named executive officers.
Outstanding Equity Awards at Fiscal ~~2020~~2021 Year End
Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or Units
of Stock That
Have Not
Vested
(#) Market Value of
Shares or Units of
Stock That Have
Not Vested
($) (1) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($) (1)
Stephen B. Bratspies (2) — — $ — — 98,202 $1,431,785 — $—
(3) — 83,333 14.32 8/3/2030 — — — —
(4) — 83,333 17.18 8/3/2030 — — — —
(5) — 83,334 20.05 8/3/2030 — — — —
Gerald W. Evans, Jr. (3) — — — — 219,606 3,201,855 — —
(6) — — — — 293,850 4,284,333 — —
(7) — — — — 71,405 1,041,085 — —
M. Scott Lewis (2) — — — — 6,149 89,652 — —
(6) — — — — 7,052 102,818 — —
(7) — — — — 1,714 24,990 — —
W. Howard Upchurch (2) — — — — 47,962 699,286 — —
(6) — — — — 61,215 892,515 — —
(7) — — — — 14,876 216,892 — —
Michael E. Faircloth (2) — — — — 45,046 656,771 — —
(6) — — — — 56,655 826,030 — —
(7) — — — — 13,767 200,723 — —
Joia M. Johnson (2) — — — — 43,570 635,251 — —
(6) — — — — 55,573 810,254 — —
(7) — — — — 13,506 196,917 — —
Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or Units
of Stock That
Have Not
Vested
(#) Market Value of
Shares or Units of
Stock That Have
Not Vested
($) (1) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($) (1)
Stephen B. Bratspies (2) — —   $ — — 381,700     $ 6,382,024 — —
(3) — — — — 227,419 3,802,446 — —
(4) — — — — 65,796 1,100,109 — —
(5) 83,333 — 14.32 8/3/2030 — — — —
(6) — 83,333 17.18 8/3/2030 — — — —
(7) — 83,334 20.05 8/3/2030 — — — —
Michael P. Dastugue (2) — — — — 47,596 795,805 — —
(3) — — — — 23,798 397,903 — —
M. Scott Lewis (2) — — — — 12,182 203,683 — —
(3) — — — — 7,258 121,354 — —
(4) — — — — 4,120 68,886 — —
Joseph W. Cavaliere (2) — — — — 82,296 1,375,989 — —
(3) — — — — 47,559 795,186 — —
Jonathan Ram (2) — — — — 82,296 1,375,989 — —
(3) — — — — 49,032 819,815 — —
(4) — — — — 26,226 438,499 — —
Michael E. Faircloth (2) — — — — 69,410 1,160,535 — —
(3) — — — — 41,355 691,456 — —
(4) — — — — 30,181 504,626 — —
(1) Calculated by multiplying ~~$14.58,~~$16.72, the closing market price of our common stock on December 31, ~~2020,~~2021, by the number of restricted stock units or performance shares which have not vested.
(2) This award was granted on ~~January 28, 2020~~February 11, 2021 and is the portion of the ~~2020~~performance shares awarded under the 2021 LTIP award that was earned based on performance in fiscal 2021. This award will generally vest on the third anniversary of the grant date.
(3) This award was granted on January 25, 2021 and is the portion of the 2021 LTIP award that consists of restricted stock units. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the grant date.
~~(3)~~(4) This award was granted on January 28, 2020 and is the portion of the 2020 LTIP award that consists of restricted stock units. The restricted stock units vest 33% and 34% on the second anniversary and the third anniversary, respectively, of the grant date.
(5) These stock options were granted on August 3, 2020 and ~~vest~~vested 100% on the first anniversary of the grant date.
~~(4)~~ (6) These stock options were granted on August 3, 2020 and vest 100% on the second anniversary of the grant date.
~~(5)~~ (7) These stock options were granted on August 3, 2020 and vest 100% on the third anniversary of the grant date.
~~(6)~~ ~~This award was granted on December 11, 2018 and is the portion of the 2019 LTIP award that consists of performance shares. This award will vest on the third anniversary of the grant date.~~
~~(7)~~ This award was granted on December 11, 2018 and is the portion of the 2019 LTIP award that consists of restricted stock units. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the grant date.
5856

Table of Contents
Compensation Discussion and Analysis
Option Exercises and Stock Vested
The following table sets forth certain information with respect to options exercised and stock awards vested during our ~~2020~~2021 fiscal year with respect to the named executive officers.
Option Exercises and Stock Vested in ~~2020~~Fiscal 2021
Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise
(#)
Value Realized
Upon Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
($)
Stephen B. Bratspies — $ — — $—
Gerald W. Evans, Jr. 78,800 703,684 237,832 3,320,135
M. Scott Lewis — — 5,708 79,684
W. Howard Upchurch 36,036 370,180 49,545 691,648
Michael E. Faircloth 6,132 48,719 45,855 640,136
Joia M. Johnson — — 44,978 627,893
Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise
(#)      Value Realized
on Exercise
($)       Number of Shares
Acquired on
Vesting
(#)       Value Realized
on Vesting
($)
Stephen B. Bratspies — — 32,406 $605,344
Michael P. Dastugue — — — —
M. Scott Lewis — — 10,795 185,090
Joseph W. Cavaliere — — — —
Jonathan Ram — — 100,716 1,751,316
Michael E. Faircloth — — 85,287 1,464,827
Pension Benefits
~~Certain of~~Only one our named executive officers, ~~participate~~Mr. Faircloth, participates in the Pension ~~Plan and the SERP.~~Plan. The Pension Plan is a frozen, defined benefit pension plan, intended to be qualified under Section 401(a) of the Internal Revenue Code, that provides the benefits that had accrued for our U.S.-based employees, ~~including certain of our named executive officers,~~ as of December 31, 2005 under a plan maintained by our former parent company prior to our becoming an independent public company. A participant’s total benefit payable pursuant to the Pension Plan consists of two parts: a pension benefit and a retirement benefit. Different optional forms of payment are available for each benefit. The Defined Benefit Component of the SERP is an unfunded deferred compensation plan that, in part, will provide the nonqualified supplemental pension benefits that had accrued for certain of our U.S.-based employees, including certain of our named executive officers, under a plan maintained by our former parent company.
Normal retirement age is age 65 for purposes of ~~both~~ the Pension ~~Plan and the Defined Benefit Component of the SERP.~~Plan. With respect to ~~the Defined Benefit Component of the SERP and~~ the pension benefit under the Pension Plan, participants who have attained at least age 55 and completed at least 10 years of service are eligible for unreduced benefits at age 62; participants who choose to commence benefits between ages 55 and 61 are eligible for proportionally reduced benefits based on actuarial tables. With respect to the retirement benefit under the Pension Plan, participants who have attained at least age 55 and completed at least 10 years of service are eligible for unreduced benefits at age 65; participants who choose to commence benefits between ages 55 and 64 are eligible for proportionally reduced benefits based on actuarial tables. ~~The only named executive officers to have any portion of their Pension Plan benefit determined under the retirement benefit are Mr. Evans and Mr. Upchurch. Other than Mr. Evans and Mr. Upchurch, none~~None of our named executive officers is currently eligible for early retirement under the Pension ~~Plan or the SERP.~~Plan. The normal form of benefits under the Pension Plan is a life annuity for single participants and a qualified joint and survivor annuity for married participants. ~~The normal form of benefits under the SERP is a lump sum.~~
At the end of 2008, we provided all active participants in the SERP with an election to receive the accrued Defined Benefit Component of their SERP benefit in the form of a lump sum payment in 2009 or 2010. We offered this election as part of the required changes mandated by Section 409A of the Internal Revenue Code, and eligible participants could make this election in addition to or instead of any election with respect to the Defined Contribution Component of the SERP. The value of the lump sum payment with respect to the Defined Benefit Component of the SERP was calculated based on the participant’s age 65 SERP Defined Benefit Component benefit and an interest rate of 5.25%. The lump sum amounts do not include the value of any early retirement subsidies and accordingly may be significantly less valuable than the amount the participant could have received if the participant had been eligible for early retirement (at least age 55 with 10 years of service) when the participant’s employment with us terminates. Any SERP participant who elected to receive this lump sum payment will not be entitled to any additional payments with respect to the Defined Benefit Component of the SERP. Mr. Upchurch and Mr. Faircloth elected to receive a lump sum payment in 2009; none of the other executive officers elected to receive a lump sum payment from the Defined Benefit Component of the SERP.
HANESBRANDS INC.     5957

Table of Contents
Compensation Discussion and Analysis
The following table sets forth certain information with respect to the value of pension benefits accumulated by our named executive officers at the end of ~~2020.~~
fiscal 2021.
Pension Benefits — ~~2020~~Fiscal 2021
Name Plan Name Number of Years
Credited Service
(#) Present Value of
Accumulated
Benefit
($) (1) Payments
During Last
Fiscal Year
($)
Stephen B. Bratspies (2) — — $— $—
Gerald W. Evans, Jr. Pension Plan 22.50 828,012 —
SERP 22.50 1,629,566 42,342
M. Scott Lewis (2) — — — —
W. Howard Upchurch Pension Plan 18.33 488,616 —
Michael E. Faircloth Pension Plan 8.58 216,814 —
Joia M. Johnson (2) — — — —
Name Plan Name       Number of Years
Credited Service
(#) (1)       Present Value of
Accumulated
Benefit
($) (2)       Payments
During Last
Fiscal Year
($)
Stephen B. Bratspies — — — —
Michael P. Dastugue — — — —
M. Scott Lewis — — — —
Joseph W. Cavaliere — — — —
Jonathan Ram — — — —
Michael E. Faircloth Pension Plan 8.5833 209,804 —
(1) Note that the Pension Plan was frozen at the end of 2005, so any years of service after such date were not credited. Only Mr. Faircloth was eligible to accrue benefits under Pension Plan prior to December 2005.
(2) Present values for the Pension Plan are computed as of January 2, ~~2021,~~2022, using a discount rate of ~~2.58%~~2.91% and a healthy mortality table (the SOA Pri-2012 mortality study projected generationally from 2012 with SOA Scale MP-2020). For the pension benefit, we assume 45% of males elect a single life annuity and 55% select a 50% joint and survivor annuity, and that 70% of females elect a single life annuity and 30% select a 50% joint and survivor annuity. For the retirement benefit, we assume that 50% of males elect a seven-year certain only annuity, 22.5% select a single life annuity and 27.5% select a 50% joint and survivor annuity, and that 50% of females elect a seven-year certain only annuity, 35% select a single life annuity and 15% select a 50% joint and survivor annuity. When calculating the seven-year certain only annuity, a ~~1.6%~~1.9% interest rate and the mortality prescribed under Revenue Ruling 2001-62 is assumed for converting the single life annuity benefit to an actuarial equivalent seven-year certain only annuity. If a participant has both a pension benefit and a retirement benefit, the payment form assumption is applied to each benefit amount separately, in all cases assuming the participant commences each portion of the benefit at the earliest unreduced age. Benefits under the Defined Benefit Component of the SERP are payable as a lump sum, which lump sum has been computed using the SERP’s interest rate of 1.75% (120% of the November 30-year Treasury rate for each year, rounded to the nearest 1/4%) and the mortality prescribed under Revenue Ruling 2001-62. Present values as of January 2, 2021 of the SERP lump sum are determined using a discount rate of 2.27%. For both the Pension Plan and the SERP, weWe also used the following assumptions: (i) the portion of the benefit that is payable as an unreduced benefit at age 62, the earliest unreduced commencement age under the Pension Plan for the pension benefit ~~and the SERP,~~ was valued at age 62 assuming the officer continues to work until that age in order to become eligible for unreduced benefits, (ii) the portion of the benefit that is payable as an unreduced benefit at age 65, the earliest unreduced commencement age under the Pension Plan for the retirement benefit, was valued at age 65 assuming the officer survives until that age in order to become eligible to receive the retirement benefit unreduced and (iii) the values of the benefits have been discounted assuming the officer continues to live until the assumed benefit commencement age (no mortality discount has been applied). All of the foregoing assumptions, except for the assumption that the officer lives and works until retirement, which we have used in light of SEC rules, are the same as those we use for financial reporting purposes under generally accepted accounting principles.
~~(2)~~ ~~Mr. Bratspies, Mr. Lewis and Ms. Johnson do not have any pension benefits because they were not eligible to accrue benefits prior to December 31, 2005.~~
6058

Table of Contents
Compensation Discussion and Analysis
Nonqualified Deferred Compensation
The following table sets forth certain information with respect to contributions to and withdrawals from two nonqualified deferred compensation plans by our named executive officers during our ~~2020~~2021 fiscal year, and the aggregate balance at fiscal year-end. ~~For more information regarding these~~These nonqualified deferred compensation plans ~~see “Defined Contribution Plans”~~are the Executive Deferred Compensation Plan and ~~“Benefit Plans and Arrangements” on pages 49 and 50, respectively.~~
the SERP.
Nonqualified Deferred Compensation — ~~2020~~Fiscal 2021
Name Plan Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings
in Last FY
($) (1) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($)
Stephen B. Bratspies Executive Deferred $— $— $— $— $ —
Compensation Plan
SERP — 6,933 (2) — — (3) 6,933 (4)
Gerald W. Evans, Jr. Executive Deferred — — — — —
Compensation Plan
SERP — 150,066 (2) — 127,390 (3) 107,602 (4)
M. Scott Lewis Executive Deferred — — — — —
Compensation Plan
SERP — 17,269 (2) — 26,220 (3) 8,528 (4)
W. Howard Upchurch Executive Deferred — — — — —
Compensation Plan
SERP — 49,005 (2) — 37,658 (3) 36,453 (4)
Michael E. Faircloth Executive Deferred — — — — —
Compensation Plan
SERP — 47,881 (2) — 36,703 (3) 35,647 (4)
Joia M. Johnson Executive Deferred — — — — —
Compensation Plan
SERP — 50,704 (2) — 38,354 (3) 37,920 (4)
Name Plan Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings in
Last FY ($)
(1) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($)
Stephen B. Bratspies Executive Deferred Compensation Plan $ — $ — $ — $ — $ —
SERP — 67,993 (2) (1,797) 693 72,435 (3)
Michael P. Dastugue Executive Deferred Compensation Plan — — — — —
SERP — 8,400 (2) — — 8,400 (3)
M. Scott Lewis Executive Deferred Compensation Plan — — — — —
SERP — 67,225 (2) — 12,793 62,960 (3)
Joseph W. Cavaliere Executive Deferred Compensation Plan — — — — —
SERP — 13,349 (2) — — 13,349 (3)
Jonathan Ram Executive Deferred Compensation Plan — — — — —
SERP — 45,968 (2) 333 46,065 40,266 (3)
Michael E. Faircloth Executive Deferred Compensation Plan — — — — —
SERP — 47,898 (2) — 53,471 30,074 (3)
(1) No portion of these earnings were included in the Summary Compensation Table because neither the Executive Deferred Compensation Plan nor the SERP provides for “above-market” or preferential earnings as defined in applicable SEC rules.
(2) This amount represents Company contributions to the SERP during ~~2020~~2021 and ~~are~~is also included in the “All Other Compensation” column of the Summary Compensation Table on page ~~55.~~53.
(3) ~~This amount represents Company contributions credited under the SERP during 2019 that were distributed in cash to the respective named executive officers during 2020.~~
~~(4)~~ This amount represents the SERP balance as of January 2, ~~2021,~~2022, after taking into account the distributions, described in the preceding footnote, made with respect to the named executive officer’s account in ~~2020.~~2021. Although amounts in this column were reported as compensation for 2021 in the Summary Compensation Table on page 53, no amounts in this column were reported as compensation for prior fiscal years in our summary compensation tables, other than $6,239 for Mr. Bratspies.
Under the Executive Deferred Compensation Plan, a group of approximately 240 U.S.-based employees, generally at the director level and above, including our named executive officers, may defer receipt of cash and equity compensation. This benefit offers tax advantages to eligible employees, permitting them to defer payment of their compensation and defer taxation on that compensation until a future date. The amount payable to participants will be payable either on the withdrawal date elected by the participant or upon the occurrence of certain events as provided under the Executive Deferred Compensation Plan. A participant may designate one or more beneficiaries to receive any portion of the obligations payable in the event of death; however, neither participants nor their beneficiaries may transfer any right or interest in the Executive Deferred Compensation Plan.
The SERP is a nonqualified supplemental retirement plan that provides two types of benefits: (1) a “Defined Contribution Component” and (2) a “Defined Benefit Component.” The Defined Contribution Component of the SERP provides for employer matching and discretionary contributions to U.S.-based employees whose compensation exceeds a threshold set by the Internal Revenue Code. We distribute the accrued vested portion of the Defined Contribution Component of the SERP directly to participants in cash on an annual basis. Any unvested portions of the Defined Contribution Component are credited to the participant’s SERP account and distributed to the participant upon vesting. Each of our named executive officers receive benefits under this portion of the SERP. The “Defined Benefit Component” of the SERP provides benefits consisting of those supplemental retirement benefits that had been accrued as of December 31, 2005 under a plan maintained by our former parent company prior to our becoming an independent public company. None of our executive officers has an unpaid benefit under this portion of the SERP.
For more detailed information regarding these plans, see “Defined Contribution Plans” and “Benefit Plans and Arrangements” on pages 49 and 50, respectively.
HANESBRANDS INC.     6159

Table of Contents
Compensation Discussion and Analysis
Potential Payments upon Termination or Change in Control
The termination benefits provided to our named executive officers, upon their voluntary termination of employment due to resignation or retirement, or termination due to death or total and permanent disability, do not discriminate in scope, terms or operation in favor of these officers compared to the benefits offered to all salaried employees. The following describes the potential payments to these officers upon an involuntary severance or a termination of employment in connection with a change in control. The information presented in this section is computed assuming that the triggering event took place on December 31, ~~2020,~~2021, the last business day of our ~~2020~~2021 fiscal year, and that the value of a share of our common stock is ~~$14.58,~~$16.72, the closing price per share of our common stock on December 31, ~~2020.~~
2021.
Termination or Change in Control Payments
Voluntary Termination Involuntary Termination
Resignation (1) Retirement (2) For Cause (1) Not For Cause Change in Control
Stephen B. Bratspies Severance $— $— $— $ 1,100,000 (3) $ 8,250,000 (4)
LTIP — — — — 1,143,452 (5)
Benefits and perquisites — — — 6,500 (6) 234,697 (7)
Tax gross-up/reduction — — — — — (8)
Total — — — 1,106,500 9,938,149
Gerald W. Evans Jr. (9) Severance — — — — —
Transition Services Payments — 2,306,314 — — —
LTIP — 8,527,273 — — —
Benefits and perquisites — — — — —
Tax gross-up/reduction — — — — —
Total — 10,833,588 — — —
M. Scott Lewis Severance — — — 375,000 (3) 375,000 (4)
LTIP — 217,461 — — 217,461 (5)
Benefits and perquisites — — — 12,795 (6) 12,795 (7)
Tax gross-up/reduction — — — — — (8)
Total — 217,461 — 387,795 605,256
W. Howard Upchurch Severance — — — 1,240,000 (3) 2,190,190 (4)
LTIP — 1,808,693 — — 1,808,693 (5)
Benefits and perquisites — — — 22,930 (6) 143,814 (7)
Tax gross-up/reduction — — — — — (8)
Total — 1,808,693 — 1,262,930 4,142,696
Michael E. Faircloth Severance — — — 1,220,000 (3) 2,142,070 (4)
LTIP — 1,683,523 — — 1,683,523 (5)
Benefits and perquisites — — — 27,864 (6) 163,522 (7)
Tax gross-up/reduction — — — — — (8)
Total — 1,683,253 — 1,247,864 3,989,115
Joia M. Johnson Severance — — — 1,200,000 (3) 2,239,097 (4)
LTIP — 1,642,422 — — 1,642,422 (5)
Benefits and perquisites — — — 30,729 (6) 157,628 (7)
Tax gross-up/reduction — — — — — (8)
Total — 1,642,422 — 1,230,729 4,039,147
Voluntary Termination (1) Involuntary Termination (1)
Retirement (2) Death/Disability Not For Cause Change in Control
Stephen B. Bratspies Severance — 1,100,000 (3) 8,250,000 (4)
LTIP (5) — 11,284,579 — 11,284,579
Benefits and perquisites — 6,500 (6) 378,675
Total — 11,284,579 1,106,500 19,913,254
Michael P. Dastugue Severance — 750,000 (3) 3,000,000 (4)
LTIP (5) — 1,193,708 — 1,193,708
Benefits and perquisites — 56,150 238,191
Total — 1,193,708 806,150 4,431,899
M. Scott Lewis Severance — 375,000 (3) 375,000 (4)
LTIP (5) 393,923 393,923 — 393,923
Benefits and perquisites — 12,795 (6) 12,795
Total 393,923 393,923 387,795 781,718
Joseph W. Cavaliere Severance — 700,000 (3) 2,800,000 (4)
LTIP (5) — 2,171,176 — 2,171,176
Benefits and perquisites — 54,000 (6) 217,558
Total — 2,171,176 754,000 5,188,733
Jonathan Ram Severance — 650,000 (3) 2,275,000 (4)
LTIP (5) — 2,634,303 — 2,634,303
Benefits and perquisites — 32,650 (6) 193,329
Total — 2,634,303 682,650 5,102,632
Michael E. Faircloth Severance — 1,260,000 (3) 2,205,000 (4)
LTIP (5) 2,356,617 2,356,617 — 2,356,617
Benefits and perquisites — 27,864 (6) 152,268
Total 2,356,617 2,356,617 1,287,864 4,713,885
(1) A named executive officer who is terminated by us for cause, or who voluntarily resigns (other than at our request) ~~or retires,~~, will receive no severance benefit.
(2) Under the terms of all outstanding stock awards granted to employees prior to January 1, 2020, including those granted to our named executive officers, if the employee ceases active employment with us on or after attaining age 50 or older and completing at least 10 years of service, the outstanding stock award will continue to vest in accordance with the vesting schedule set forth in the applicable award agreement, so long as the employee has entered into a written release of claims against us and complies with restrictive covenants relating to non-competition, non-solicitation, confidentiality and non-disparagement through the vesting period. For stock awards granted after January 1, 2020, if an employee who ceases active employment with us on or after attaining age 50 or older and completing at least 10 years of service (i) provides us with a least six months’ prior written notice of his or her intended retirement date, (ii) remains actively employed during such notice period, (iii) completes certain transition duties and responsibilities and (iv) enters into a written release of claims against us, all restrictions on the outstanding equity awards requiring continued employment through a vesting date will lapse upon the employee’s retirement and the award will be paid to the employee not later than two and one-half months following the end of the calendar year in which he or she retires. The employee is required to cooperate with us regarding matters arising out of his or her employment and continue to comply with restrictive covenants relating to non-competition, non-solicitation, confidentiality and non-disparagement through the third anniversary of the grant date of the award. ~~Each of our named executive officers, other than~~ Mr. ~~Bratspies, has~~Lewis and Mr. Faircloth have attained age 50 or older and ~~has~~have completed at least 10 years of service.
6260

Table of Contents
Compensation Discussion and Analysis
(3) For named executive officers with a Severance Agreement ~~(Mr. Bratspies,~~(each named executive officer other than Mr. ~~Upchurch, Mr. Faircloth and Ms. Johnson)~~Lewis), if the employment of the named executive officer is terminated by us for any reason other than for cause (as defined in the Severance Agreements), or if such an officer terminates his or her employment at our request, we will pay that officer benefits for a period of 12 to 24 months depending on his or her position and combined continuous length of service with us and with our former parent company. The monthly severance benefit that we would pay to each such officer is based on the officer’s base salary (and, in limited cases, AIP amounts), divided by 12. To receive these payments, the named executive officer must sign an agreement that prohibits, among other things, the officer from working for our competitors, soliciting business from our customers, attempting to hire our employees and disclosing our confidential information. The named executive officer also must agree to release any claims against us. Payments terminate if the terminated named executive officer becomes employed by one of our competitors. The terminated named executive officer also would receive a pro-rated payment under any incentive plans applicable to the fiscal year in which the termination occurs based on actual full fiscal year performance. We have not estimated a value for these incentive plan payments because the named executive officer would be entitled to such payments if employed by us on the last day of our fiscal year, regardless of whether termination occurred.
Pursuant to the Hanesbrands Inc. Salaried Employee Severance Pay Plan, if Mr. Lewis is terminated for any reason other than for cause (as defined in the Plan), he is entitled to receive a severance benefits in an amount equal to four weeks of base salary for each year of service, with a minimum severance period of 26 weeks and a maximum severance period of 52 weeks.
(4) For named executive officers with a Severance Agreement, ~~(Mr. Bratspies, Mr. Upchurch, Mr. Faircloth and Ms. Johnson),~~ amounts shown in the “Change in Control” column in the table above include both involuntary Company-initiated terminations of employment and terminations by the named executive officer due to “good reason” as defined in the officer’s Severance Agreement. No severance payments would be made under the Severance Agreement upon a change in control if the named executive officer continues to be employed by us. The named executive officer receives a lump sum payment equal to two times (or three times in the case of Mr. Bratspies) his or her cash compensation, consisting of base salary, the greater of his or her current target or average actual AIP amounts over the prior three years and the matching contribution to the defined contribution plan in which the named executive officer is participating (the amount of the contribution to the defined contribution plan is reflected in “Benefits and perquisites”). To receive these payments, the named executive officer must sign an agreement that prohibits, among other things, the officer from working for our competitors, soliciting business from our customers, attempting to hire our employees and disclosing our confidential information. The named executive officer also must agree to release any claims against us. Payments terminate if the terminated named executive officer becomes employed by one of our competitors. Because we have not entered in to a Severance Agreement with Mr. Lewis, he receives no incremental benefits beyond those described in footnote 3 in the event of a change in control.
(5) All outstanding stock awards granted to employees prior to January 1, 2019, including those granted to our named executive officers, fully vest upon a change in control regardless of whether a termination of employment occurs. For stock awards granted after January 1, 2019, vesting of awards will accelerate only if there is a qualifying termination within two years after the change in control or if the surviving entity does not provide qualifying replacement awards. In addition, outstanding stock awards will fully vest upon the death or permanent disability of the participant. RSUs and PSAs are valued based upon the number of unvested units multiplied by the closing price of our common stock on December 31, ~~2020.~~2021.
(6) Reflects health and welfare benefits continuation ($~~6,295~~49,650 for Mr. Dastugue, $6,295 for Mr. Lewis, ~~$16,430~~$47,500 for Mr. ~~Upchurch,~~Cavaliere, $26,150 for Mr. Ram and $21,364 for Mr. ~~Faircloth and $24,229 for Ms. Johnson)~~Faircloth) and outplacement services ($6,500 for each of our named executive officers).
(7) Reflects health and welfare benefits continuation ($~~89,264~~76,498 for Mr. Bratspies, ~~$6,295~~$163,291 for Mr. Dastugue, $24,202 for Mr. Lewis, ~~$39,861~~$141,709 for Mr. ~~Upchurch, $61,209~~Cavaliere, $96,955 for Mr. ~~Faircloth~~Ram and ~~$50,798~~$62,153 for ~~Ms. Johnson)~~Mr. Faircloth) for three years with respect to Mr. Bratspies, ~~and two years, with respect to Mr. Upchurch, Mr. Faircloth and Ms. Johnson, and~~ one year with respect to Mr. Lewis and two years with respect to the remaining named executive officers; scheduled company matching contributions to our defined contribution plans calculated based on current base salary and target AIP amounts ($~~132,000~~76,126 for Mr. Bratspies, ~~$97,453~~$30,000 for Mr. ~~Upchurch, $95,813~~Dastugue, $28,000 for Mr. ~~Faircloth~~Cavaliere, $41,655 for Mr. Ram and ~~$100,330~~$41,807 for ~~Ms. Johnson),~~Mr. Faircloth); outplacement services ($6,500 for each of our named executive officers); and accelerated vesting of SERP benefits ($~~6,933~~67,299 for Mr. ~~Bratspies)~~Bratspies, $8,400 for Mr. Dastugue, $13,349 for Mr. Cavaliere, and $6,565 for Mr. Ram). In computing the value of continued participation in our medical, dental and executive insurance plans, we have assumed that the current cost to us of providing these plans will increase annually at a rate of 7%.
~~(8)~~
In the event that any payments made in connection with a change in control would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we will make tax equalization payments for Mr. Upchurch and Ms. Johnson with respect to the officer’s compensation for all federal, state and local income and excise taxes, and any penalties and interest, but only if the total payments made in connection with a change in control exceed 330% of such officer’s “base amount” (as determined under Section 280G(b) of the Internal Revenue Code and which consists of the average total taxable compensation we paid to the named executive officer for the five calendar years ending prior to the change in control). Otherwise, the payments made to such officer in connection with a change in control that are classified as parachute payments will be reduced so that the value of the total payments to such officer is one dollar ($1) less than the maximum amount such officer may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code. Beginning in 2011, we eliminated excise tax gross-ups with respect to new or amended severance or change in control agreements, and as a result no such provision is contained in the Severance Agreements for Mr. Bratspies or Mr. Faircloth.
~~(9)~~ Mr. Evans retried as Chief Executive Officer effective August 3, 2020 (the “Retirement Date”). Prior to his retirement, we entered into a Transition and Retirement Agreement with Mr. Evans (the “Transition Agreement”) to provide for the smooth transition to the Company’s next Chief Executive Officer. Pursuant to the Transition Agreement, Mr. Evans continued to receive an annual salary at his then-current rate and was be eligible to continue participation in the Company’s standard benefit plans through the Retirement Date. In addition, Mr. Evans’ outstanding RSUs and PSAs continued their standard vesting up to and after the Retirement Date, in accordance with their terms. The Transition Agreement also provided that Mr. Evans would continue to be eligible for a 2020 AIP award, notwithstanding the fact that the Retirement Date occurred before the end of our 2020 fiscal year. The Transition Agreement also provided that, except for in the event of an unapproved resignation prior to January 2, 2021 or a termination of Mr. Evans’ employment for Cause or a qualifying termination under his Severance Agreement, the Company will retain Mr. Evans as a consultant from the Retirement Date until the end of the Company’s 2021 fiscal year under a consulting agreement (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Evans will provide transition and integration services and will consult with Mr. Bratspies on matters that arose while Mr. Evans was Chief Executive Officer for no more than 20% of normal business hours. Mr. Evans is entitled to a monthly consulting fee of $91,666.67 during the term of the Consulting Agreement. In order to receive payment under the Transition Agreement and the Consulting Agreement, Mr. Evans was required to execute a customary release in favor of the Company and will also be required comply with certain customary non-competition and non-solicitation covenants.
HANESBRANDS INC.     6361

Table of Contents
~~CEO Pay Ratio~~
CEO Pay Ratio
Overview
Hanesbrands is a large multinational apparel company, manufacturing and marketing innerwear and activewear primarily in the Americas, Europe, Australia and Asia/Pacific. We conduct our business globally and have ~~nearly 61,000~~over 59,000 employees, over 88% of whom (approximately ~~54,000)~~52,000) are located outside the United States. Over ~~90%~~83% of our workforce (approximately ~~56,000~~49,000 employees) is employed in our large-scale supply chain facilities located primarily in Central America, the Caribbean Basin and Asia.
Our various compensation programs include the payment of market-based wages and the provision of competitive employee benefits. The programs vary from region to region and among our various consolidated subsidiaries in each region, from country to country. The vast majority of our employees (approximately ~~80%~~84%) are compensated on an hourly basis.
Methodology
To identify our global median employee, we utilized the following methodology:
•● We determined that, as of October 31, ~~2020~~2021 (the “Determination Date”), our employee population consisted of approximately ~~61,000~~56,000 individuals (excluding Stephen B. Bratspies, our CEO, but including full-time, part-time, seasonal and temporary employees) working at Hanesbrands and its consolidated subsidiaries. Given the variety of actions taken around the world in response to the COVID-19 global pandemic, including temporary retail store, office and facility closures, furloughs and reduced hours, we collected and analyzed payroll data for our entire employee population as of the Determination Date in order to identify the global median employee.
•● In order to consistently measure the compensation of ~~the~~our employees inother than our ~~sample,~~CEO, we utilized total cash compensation (including regular pay, overtime, bonuses, incentives, allowances and paid time off, but excluding amounts set aside on behalf of the employee, such as retirement contributions, pension, provident fund or superannuation) for the 10-month period ending October 31, ~~2020.~~2021. Pay was annualized on a 10-month basis for permanent employees included in the sample who were hired in ~~2020~~2021 but did not work for us or our consolidated subsidiaries for the entire 10-month period.
•● For purposes of this analysis, we converted all cash compensation paid in foreign currency to U.S. dollars using the applicable exchange rate on December 31, ~~2020.~~2021. We did not make any cost-of-living adjustments in identifying the global median employee.
Calculation
Our global median employee identified on the Determination Date is a ~~production~~dry cleaning operator located in one of our supply chain facilities in ~~Honduras,~~the Dominican Republic, whose ~~2020~~2021 total cash compensation was ~~$5,671.~~$6,179. We identified and calculated the elements of that employee’s compensation for ~~2020~~2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of ~~$6,900.~~ $7,055.
The ~~difference between the median employee’s cash compensation and the median employee’s~~ annual ~~total compensation represents the estimated value of the employee’s life insurance benefits, transportation benefits, advance payment of severance benefits and meal subsidies.~~
Mr. Bratspies was appointed as CEO effective August 3, 2020 and was not a Hanesbrands employee prior to that time. Therefore, we annualized Mr. Bratspies’ 2020 compensation on a 12-month basis. The annualized total compensation of Mr. Bratspies, our CEO, for the ~~2020~~2021 fiscal year was ~~$7,287,515,~~$11,031,249, which is the amount reported for ~~2020~~2021 in the “Total Compensation” column of our Summary Compensation Table provided on page ~~55, with base salary, AIP and LTIP awards, as well as any other regularly recurring compensation, annualized on a 12-month basis.~~53. Based on this information, for the ~~2020~~2021 fiscal year, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees other than the CEO was ~~1,056~~1,564 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized above.
62 |
64
Table of Contents
Ownership of our Stock
~~Ownership of our Stock~~
Share Ownership of Major Stockholders, Management and Directors
The following table sets forth information, as of February ~~16, 2021,~~15, 2022, regarding beneficial ownership by (i) each person who is known by us to beneficially own more than 5% of our common stock, (ii) each director, director nominee and named executive officer and (iii) all of our directors, director nominees and executive officers as a group. The address of each director and executive officer shown in the table below is c/o Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105.
On February ~~16, 2021~~15, 2022 there were ~~349,009,107~~348,649,757 shares of our common stock outstanding.
Amount and Nature of
Beneficial Ownership Other (1)
Name and Address of Beneficial Owner Beneficial
Ownership of
Our Common
Stock Percentage
of Class Restricted
Stock Units Stock Equivalent
Units in SERP
and Deferred
Compensation Plans Total
Vanguard Group, Inc. (2) 37,095,818   10.63 % — — 37,095,818
BlackRock, Inc. (3) 24,589,608 7.05 — — 24,589,608
Gerald W. Evans, Jr. (4) 1,462,446 * 512,392 — 1,974,838
Joia M. Johnson (5) 350,772 * 111,658 — 462,430
W. Howard Upchurch 335,179 * 133,911 — 469,090
Ronald L. Nelson (6) 235,012 * 9,603 178,621 423,236
Michael E. Faircloth 226,552 * 141,958 — 368,510
James C. Johnson (7) 40,714 * 9,603 134,495 184,812
M. Scott Lewis (4) 30,575 * 20,144 — 50,719
Robert F. Moran 29,010 * 9,603 27,137 65,750
Franck J. Moison 27,326 * 9,603 — 36,929
Ann E. Ziegler (8) 24,212 * 9,603 114,831 148,646
Bobby J. Griffin — * 9,603 316,159 325,762
Stephen B. Bratspies — * 325,621 — 325,621
Geralyn R. Breig — * 9,603 23,826 33,429
Cheryl K. Beebe — * 9,603 — 9,603
All directors, director nominees and executive officers as a group (17 persons) (4) (9) 2,876,262 *
Amount and Nature of
Beneficial Ownership       Other (1)
Name and Address of Beneficial Owner Beneficial
Ownership of
Our Common
Stock Percentage
of Class Restricted
Stock Units Stock Equivalent
Units in SERP
and Deferred
Compensation Plans Total
BlackRock, Inc. (2) 36,584,207 10.49% — — 36,584,207
Vanguard Group, Inc. (3) 34,184,652 9.80% — — 34,184,652
Diamond Hill Capital Management, Inc. (4) 21,912,308 6.28% — — 21,912,308
Michael E. Faircloth 283,845 * 154,853 — 438,698
Ronald L. Nelson (5) 241,238 * 9,515 194,089 444,842
Stephen B. Bratspies 142,795 * 837,743 473 981,011
Jonathan Ram 110,016 * 182,539 640 293,195
Joseph W. Cavaliere 41,930 * 166,340 — 208,270
James C. Johnson (6) 40,714 * 9,515 148,515 198,744
M. Scott Lewis (4) 38,627 * 29,111 — 67,738
Robert F. Moran 34,024 * 19,118 23,014 76,156
Franck J. Moison 33,202 * 9,515 — 42,717
Ann E. Ziegler (7) 30,261 * 9,515 118,602 158,378
Cheryl K. Beebe 11,250 * 9,515 9,603 30,368
Bobby J. Griffin — * 9,515 342,338 351,853
Michael P. Dastugue — * 132,781 — 132,781
Geralyn R. Breig — * 9,515 34,212 43,727
William S. Simon — * 14,099 — 14,099
All directors, director nominees and executive officers as a group (18 persons) (4) (8) 1,023,152 *
* Less than 1%.
(1) While the amounts in the “Other” column for restricted stock units and stock equivalent units in our SERP and deferred compensation plans do not represent a right of the holder to receive our common stock within 60 days, these amounts are being disclosed because we believe they further our goal of aligning senior management and stockholder interests. The value of the restricted stock units fluctuates based on changes in Hanesbrands’ stock price. Similarly, the value of stock equivalent units held in the SERP, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan fluctuates based on changes in Hanesbrands’ stock price.
(2) Information in this table and footnote regarding this beneficial owner is based on Amendment No. 9 to Schedule 13G filed February 10, 2021 by The Vanguard Group, Inc. (“Vanguard”) with the SEC. Vanguard may be deemed to beneficially own 37,095,818 shares of our common stock. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
~~(3)~~ Information in this table and footnote regarding this beneficial owner is based on Amendment No. 9 to Schedule 13G filed January 29, 2021 by BlackRock, Inc. (“BlackRock”) with the SEC. BlackRock, in its capacity as a parent holding company, may be deemed to beneficially own ~~24,589,608~~36,584,207 shares of our common stock which are held of record by certain of its subsidiaries. BlackRock’s address is 55 East 52nd Street, New York, New York 10055.
(3) Information in this table and footnote regarding this beneficial owner is based on Amendment No. 9 to Schedule 13G filed February 10, 2021, by The Vanguard Group, Inc. (“Vanguard”) with the SEC. Vanguard may be deemed to beneficially own 34,184,652 shares of our common stock. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(4) ~~Includes ownership through interests~~ Information in this table and footnote regarding this beneficial owner is based on Amendment No. 1 to Schedule 13G, as amended, filed February 9, 2022 by Diamond Hill Capital Management, Inc. (“Diamond Hill”) with the ~~401(k) Plan.~~SEC. Diamond Hill may be deemed to beneficially own 21,912,308 shares of our common stock. Diamond Hill’s address is 325 John H. McConnell Blvd., Suite 200, Columbus, OH 43215.
(5) ~~Includes 312,776 shares of common stock held by a trust.~~
~~(6)~~ Includes 5,000 shares of common stock held by a trust of which Mr. Nelson’s wife is the trustee. Mr. Nelson disclaims beneficial ownership of the trust.
~~(7)~~(6) Includes 24,913 shares of common stock held by a trust.
~~(8)~~(7) Includes ~~7,600~~22,912 shares of common stock held by a trust.
~~(9)~~(8) Includes: ~~Joseph W. Cavaliere, our Group President, Global Innerwear;~~ Greg L. Hall, our Chief Consumer Officer; Kristin L. Oliver, our Chief Human Resources Officer; and ~~Jonathan Ram,~~Tracy M. Preston, our ~~Group President, Global Activewear.~~General Counsel, Corporate Secretary and Chief Compliance Officer.
HANESBRANDS INC. | 63
~~HANESBRANDS INC.~~     65
Table of Contents
~~Ownership of our Stock~~ Questions and Answers About the Annual Meeting and Voting
~~Delinquent Section 16(a) Reports~~
The Company is required to identify any director, officer or greater than 10% beneficial owner who failed to timely file with the SEC a report required under Section 16(a) of the Exchange Act relating to ownership and changes in ownership of the Company’s Common Stock. To the Company’s knowledge, based solely on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended January 2, 2021 all required Section 16(a) filings were filed timely, except that, due to a technical issue involving the software utilized by the Company to make Section 16(a) filings, one Form 4 was not timely filed by each of Mr. Faircloth, Mr. Griffin, Mr. Johnson, Ms. Johnson, Mr. Lewis, Mr. Moison, Mr. Moran, Mr. Nelson, Mr. Ram, Mr. Singer, Mr. Upchurch and Ms. Ziegler, but each of these reports was immediately filed once the error was discovered.
66
~~Table of Contents~~
~~Questions and Answers About the Annual Meeting and Voting~~
Will I receive a printed copy of this Proxy Statement?
You will not receive a printed copy of this Proxy Statement or our Annual Report on Form 10-K in the mail unless you request a printed copy. As permitted by the SEC, we are delivering our Proxy Statement and Annual Report via the Internet. On March ~~15, 2021,~~14, 2022, we mailed to our stockholders a notice of annual meeting and Internet availability of proxy materials containing instructions on how to access our Proxy Statement and Annual Report and authorize a proxy to vote their shares. If you wish to request a printed copy of this Proxy Statement and our Annual Report, you should follow the instructions included in the notice of annual meeting and Internet availability of proxy materials. The notice of annual meeting and Internet availability of proxy materials is not a proxy card or ballot.
Who is entitled to vote at the Annual Meeting?
If you were a stockholder of Hanesbrands at the close of business on February ~~16, 2021~~15, 2022 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting. Each share of Hanesbrands common stock outstanding at the close of business on the Record Date has one vote on each matter that is properly submitted to a vote at the Annual Meeting, including shares:
● • held directly in your name as the stockholder of record; or
● • held for you in an account with a broker, bank or other nominee.
Shares held in an account with a broker, bank or other nominee may include shares:
●
~~Shares held in an account with a broker, bank or other nominee may include shares:~~
• represented by your interest in the HBI Stock Fund in the 401(k) Plan; or
● • credited to your account in the Hanesbrands Inc. Employee Stock Purchase Plan of 2006.
On the Record Date, there were 349,009,107 shares of Hanesbrands common stock outstanding and entitled to vote at the Annual Meeting. Common stock is the only outstanding class of voting securities of Hanesbrands.
On the Record Date, there were 348,649,757 shares of Hanesbrands common stock outstanding and entitled to vote at the Annual Meeting. Common stock is the only outstanding class of voting securities of Hanesbrands.
Who may attend the Annual Meeting?
~~Due~~In order to ~~health and safety concerns relating to the COVID-19 pandemic,~~allow for greater participation by all of our stockholders, regardless of their geographic location, the Annual Meeting will be held in a virtual only meeting format. Stockholders will not be able to physically attend the Annual Meeting.
If you are a registered stockholder or beneficial owner of our common stock at the close of business on February ~~16, 2021,~~15, 2022, you may attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/~~HBI2021~~HBI2022. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or on the instructions that accompany your proxy materials to participate in the Annual Meeting and vote your shares electronically. If your shares are held in the name of a bank, broker or other holder of record, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the meeting.
You may log into www.virtualshareholdermeeting.com/HBI2021 beginning at 8:45 a.m. Eastern time on April ~~27, 2021.~~26, 2022. The Annual Meeting will begin promptly at 9:00 a.m. Eastern time on April ~~27, 2021.~~26, 2022. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual shareholder meeting site for assistance.
This year’s stockholders question and answer session will include questions submitted in advance of the Annual Meeting and questions submitted live during the virtual meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/~~HBI2021~~HBI2022.
64  |
~~HANESBRANDS INC.~~     67
Table of Contents
Questions and Answers About the Annual Meeting and Voting
How many shares of Hanesbrands common stock must be present to hold the Annual Meeting?
The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum for the transaction of business. Your shares of Hanesbrands common stock are counted as present at the Annual Meeting if:
•● you are present in person at the Annual Meeting and your shares are registered in your name or you have a proxy from your bank, broker or other nominee to vote your shares; or
•● you have properly executed and submitted a proxy card, or authorized a proxy over the telephone or the Internet, prior to the Annual Meeting.
Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the Annual Meeting.
If a quorum is not present when the Annual Meeting is convened, the Annual Meeting may be adjourned by the chairman of the meeting.
What are broker non-votes?
If you have shares of Hanesbrands common stock that are held by a broker, you may give the broker voting instructions, and the broker must vote as you direct. If you do not give the broker any instructions, the broker may vote at its discretion on all routine matters (such as the ratification of our independent registered public accounting firm). For non-routine matters (such as the election of directors and the advisory vote regarding executive compensation) however, the broker may not vote using its discretion. A broker’s failure to vote on a matter under these circumstances is referred to as a broker non-vote.
How many votes are required to approve each proposal?
•● The election of directors will be determined by a majority of the votes cast at the Annual Meeting. Accordingly, each of the ~~nine~~ten nominees for director will be elected if he or she receives a majority of the votes cast in person or represented by proxy, with respect to that director. A majority of the votes cast means that the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director. Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the proposal to elect directors. Additionally, pursuant to our Corporate Governance Guidelines, if in an uncontested election for director a nominee for director does not receive the affirmative vote of a majority of the total votes cast for and against such nominee, the nominee will offer, following certification of the election results, to submit his or her resignation to the Board for consideration. Stockholders cannot cumulate votes in the election of directors.
•● The ratification of the appointment of PricewaterhouseCoopers as Hanesbrands’ independent registered public accounting firm for our ~~2021~~2022 fiscal year requires approval by a majority of the votes cast at the Annual Meeting. Accordingly, the number of shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal. Abstentions are not treated as votes cast, and therefore will have no effect on the proposal.
•● The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement requires approval by a majority of the votes cast at the Annual Meeting. Accordingly, the number of shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal. Abstentions and broker non-votes are not treated as votes cast, and therefore will have no effect on the proposal.
How do I vote?
You may vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/~~HBI2021~~HBI2022 or you may authorize a proxy to vote on your behalf. There are three ways to authorize a proxy:
Internet: By accessing the Internet at www.proxyvote.com and following the instructions on the proxy card or in the notice of annual meeting and Internet availability of proxy materials.
Telephone: By calling toll-free 1-800-690-6903 and following the instructions on the proxy card or in the notice of annual meeting and Internet availability of proxy materials.
Mail: If you requested and received your proxy materials by mail, by signing, dating and mailing the enclosed proxy card.
HANESBRANDS INC. |  65
68
Table of Contents
Questions and Answers About the Annual Meeting and Voting
If you authorize a proxy to vote your shares over the Internet or by telephone, you should not return your proxy card. The notice of annual meeting and Internet availability of proxy materials is not a proxy card or ballot.
Each share of Hanesbrands common stock represented by a proxy properly authorized over the Internet or by telephone or by a properly completed written proxy will be voted at the Annual Meeting in accordance with the stockholder’s instructions specified in the proxy, unless such proxy has been revoked. If no instructions are specified, such shares will be voted FOR the election of each of the nominees for director, FOR ratification of the appointment of PricewaterhouseCoopers as Hanesbrands’ independent registered public accounting firm for our ~~2021~~2022 fiscal year, FOR approval of named executive officer compensation and in the discretion of the proxy holder on any other business that may properly come before the Annual Meeting.
If you participate in the 401(k) Plan and have contributions invested in the HBI Stock Fund in the 401(k) Plan as of the close of business on the Record Date, you will receive a proxy card (or a notice of annual meeting and Internet availability of proxy materials containing instructions on how to authorize a proxy to vote your shares), which will serve as voting instructions for the trustee of the 401(k) Plan. You must return your proxy card to Broadridge Financial Solutions, Inc. (“Broadridge”) or authorize a proxy to vote your shares over the Internet or by telephone on or prior to April ~~22, 2021.~~21, 2022. If you have not authorized a proxy to vote your shares over the Internet or by telephone or if your proxy card is not received by Broadridge by that date, or if you sign and return your proxy card without instructions marked in the boxes, the trustee of the 401(k) Plan will vote shares attributable to your investment in the HBI Stock Fund in the 401(k) Plan in the same proportion as other shares held in the HBI Stock Fund for which the trustee received timely instructions. If no participants vote their shares, then the trustee will not vote any of the shares in the 401(k) Plan.
How can I revoke a previously submitted proxy?
You may revoke (cancel) a proxy at any time before the Annual Meeting by (i) giving written notice of revocation to the Corporate Secretary of Hanesbrands with a date later than the date of the previously submitted proxy, (ii) properly authorizing a new proxy with a later date by mail, Internet or telephone or (iii) attending the Annual Meeting and voting at www.virtualshareholdermeeting.com/~~HBI2021~~HBI2022. Attendance at the Annual Meeting will not, by itself, constitute revocation of a proxy. Any notice of revocation should be sent to: Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary.
What does it mean if I receive more than one notice of annual meeting and Internet availability of proxy materials?
If you receive more than one notice of annual meeting and Internet availability of proxy materials, it means your shares of Hanesbrands common stock are not all registered in the same way (for example, some are registered in your name and others are registered jointly with your spouse) or are in more than one account. In order to ensure that you vote all of the shares that you are entitled to vote, you should authorize a proxy to vote utilizing all proxy cards or Internet or telephone proxy authorizations to which you are provided access.
How is the vote tabulated?
Hanesbrands has a policy that all proxies, ballots and votes tabulated at a meeting of stockholders are confidential, and the votes will not be revealed to any Hanesbrands employee or anyone else, other than to the non-employee tabulator of votes or an independent election inspector, except (i) as necessary to meet applicable legal requirements or (ii) in the event a proxy solicitation in opposition to the election of the Board or in opposition to any other proposal to be voted on is filed with the SEC. Broadridge will tabulate votes for the Annual Meeting and will provide an independent election inspector for the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL ~~27, 2021~~
26, 2022
The notice of annual meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended January ~~2, 2021~~1, 2022 are available at: ~~www.proxyvote.com.~~www.proxyvote.com.
66  |
~~HANESBRANDS INC.~~     69
Table of Contents
Other Information
~~Other Information~~
Other Information About Hanesbrands
We will provide without charge to each person solicited pursuant to this Proxy Statement, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended January ~~2, 2021,~~1, 2022, including the financial statements and the financial statement schedules required to be filed with the SEC, or any exhibit to that Annual Report on Form 10-K. Requests should be in writing and directed to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary. By referring to our website, www.Hanes.com/investors, we do not incorporate our website or its contents into this Proxy Statement.
Matters Raised at the Annual Meeting not Included in this Proxy Statement
We do not know of any matters to be acted upon at the Annual Meeting other than those discussed in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, proxy holders will vote on the matter in their discretion.
Solicitation Costs
We will pay the cost of soliciting proxies by use of this Proxy Statement for the Annual Meeting, including the cost of mailing. The Company is making this solicitation by mail and may also use telephone or in person contacts, using the services of a number of regular employees of Hanesbrands at nominal cost. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for expenses incurred in sending proxy materials to beneficial owners of shares of Hanesbrands common stock. We have engaged D.F. King & Co., Inc. to solicit proxies and to assist with the distribution of proxy materials for a fee of $8,000 plus reasonable out-of-pocket expenses.
Householding
Stockholders residing in the same household who hold their stock through a bank or broker may receive only one notice of annual meeting and Internet availability of proxy materials (or Proxy Statement, for those who receive a printed copy of the Proxy Statement) in accordance with a notice sent earlier by their bank or broker. This practice of sending only one copy of proxy materials is called “householding,” and saves us money in printing and distribution costs. This practice will continue unless instructions to the contrary are received by your bank or broker from one or more of the stockholders within the household.
If you hold your shares in “street name” and reside in a household that received only one copy of the proxy materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker. If your household is receiving multiple copies of the proxy materials, you may request that only a single set of materials be sent by following the instructions sent by your bank or broker or by contacting us in writing at Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary, or by telephone at 336-519-8080. We will also promptly deliver a separate copy of one notice of annual meeting and Internet availability of proxy materials (or Proxy Statement, as applicable) to any stockholder residing at an address to which only one copy was delivered. Requests for additional copies should be directed to us in writing or by telephone using the contact information listed above.
HANESBRANDS INC. |  67
70
Table of Contents
Other Information
Stockholder Proposals and Director Nominations for Next Annual Meeting
If you want to make a proposal for consideration at next year’s Annual Meeting and have it included in our proxy materials, Hanesbrands must receive your proposal no later November ~~15, 2021,~~14, 2022, which is the 120th day prior to the anniversary of the date of this Proxy Statement, and the proposal must comply with the rules of the SEC.
If you want to make a proposal or nominate a director for consideration at next year’s Annual Meeting without having the proposal included in our proxy materials, you must comply with the then current advance notice provisions and other requirements set forth in our bylaws, which are filed with the SEC. Under our current bylaws, a stockholder may nominate a director or submit a proposal for consideration at an Annual Meeting by giving adequate notice to our Corporate Secretary. To be adequate, that notice must contain information specified in our bylaws and be received by us not earlier than the 150th day nor later than 5:00 p.m., Eastern time, on the 120th day prior to the first anniversary of the date of the Proxy Statement for the preceding year’s Annual Meeting. If, however, the date of the Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s Annual Meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such Annual Meeting and not later than 5:00 p.m., Eastern time, on the later of the 120th day prior to the date of such Annual Meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Therefore, Hanesbrands must receive your nomination or proposal on or after October ~~16, 2021~~15, 2022 and prior to 5:00 p.m., Eastern time, on November ~~15, 2021~~14, 2022 unless the date of the Annual Meeting is advanced or delayed by more than 30 days from the anniversary date of the ~~2021~~2022 Annual Meeting.
If Hanesbrands does not receive your proposal or nomination by the appropriate deadline, then it may not be brought before the ~~2022~~2023 Annual Meeting of Stockholders even if it meets the other proposal or nomination requirements. The fact that we may not insist upon compliance with these requirements should not be construed as a waiver of our right to do so at any time in the future.
In addition to satisfying the requirements under our bylaws, if a you intend to comply with the SEC's universal proxy rules and to solicit proxies in support of director nominees other than the Company's nominees, you must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2023 Annual Meeting of Stockholders, no later than February 25, 2023). If the date of the 2023 Annual Meeting of Stockholders is changed by more than 30 calendar days from such anniversary date, however, then you must provide notice by the later of 60 calendar days prior to the date of the 2023 Annual Meeting of Stockholders and the 10th calendar day following the date on which public announcement of the date of the 2023 Annual Meeting of Stockholders is first made.
You should address your proposals or nominations to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary.
By Order of the Board of Directors
HANESBRANDS INC.
Tracy M. Preston
~~Joia M. Johnson~~
~~Chief Administrative Officer,~~ General Counsel, ~~and~~ Corporate Secretary
& Chief Compliance Officer
March ~~15, 2021~~14, 2022
68  |
~~HANESBRANDS INC.~~     71
Table of Contents
Appendix A
Table 1
Hanesbrands Inc.
GAAP Reconciliation (1)
First Half Second Half Total FY2020
(in thousands, except per share data) FY2020 Results FY2020 Results Results
Net income (loss), as reported under GAAP $153,307 $(228,886) $(75,579)
Restructuring and other action-related charges 75,846 510,929 586,775
Adjusted net income $229,153 $282,043 $511,196

First Half Second Half Total FY2020
FY2020 Results FY2020 Results Results
Diluted earnings (loss) per share, as reported under GAAP $0.43 $(0.65) $(0.21)
Restructuring and other action-related charges 0.21 1.45 1.66
Adjusted diluted earnings per share $0.65 $0.80 $1.45
Hanesbrands Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(Unaudited)
Quarters Ended Years Ended
January 1,
2022 January 2,
2021 % Change January 1,
2022 January 2,
2021 % Change
Net sales       $ 1,752,349       $ 1,689,145       3.7 %       $ 6,801,240       $ 6,127,161       11.0 %
Cost of sales 1,084,621 1,589,946 4,149,541 4,524,461
Gross profit 667,728 99,199 573.1 % 2,651,699 1,602,700 65.5 %
As a % of net sales 38.1 % 5.9 % 39.0 % 26.2 %
Selling, general and administrative expenses 512,162 495,706 1,853,971 1,560,034
As a % of net sales 29.2 % 29.3 % 27.3 % 25.5 %
Operating profit (loss) 155,566 (396,507 ) (139.2 )% 797,728 42,666 1,769.7 %
As a % of net sales 8.9 % (23.5 )% 11.7 % 0.7 %
Other expenses 47,359 5,003 53,586 20,655
Interest expense, net 35,307 43,636 163,067 164,238
Income (loss) from continuing operations before income tax expense 72,900 (445,146 ) 581,075 (142,227 )
Income tax expense (benefit) 4,946 (152,948 ) 60,107 (109,940 )
Income (loss) from continuing operations 67,954 (292,198 ) (123.3 )% 520,968 (32,287 ) (1,713.6 )%
Loss from discontinued operations, net of tax (7,921 ) (39,966 ) (443,744 ) (43,292 )
Net income (loss) $ 60,033 $ (332,164 ) $ 77,224 $ (75,579 )
Earnings (loss) per share - basic:
Continuing operations $ 0.19 $ (0.83 ) $ 1.48 $ (0.09 )
Discontinued operations (0.02 ) (0.11 ) (1.26 ) (0.12 )
Net income (loss) $ 0.17 $ (0.95 ) $ 0.22 $ (0.21 )
Earnings (loss) per share - diluted:
Continuing operations $ 0.19 $ (0.83 ) $ 1.48 $ (0.09 )
Discontinued operations (0.02 ) (0.11 ) (1.26 ) (0.12 )
Net income (loss) $ 0.17 $ (0.95 ) $ 0.22 $ (0.21 )
Weighted average shares outstanding:
Basic 351,052 350,807 351,028 352,766
Diluted 352,323 350,807 352,078 352,766
HANESBRANDS INC.  |   69
Table of Contents
Appendix A
Table 2-A
Hanesbrands Inc.
Supplemental Financial Information
Impact of Foreign Currency
(in thousands, except per share data)
(Unaudited)
Quarter Ended January 1, 2022
      As Reported       Impact from
Foreign
Currency (1)       Constant
Currency       Quarter Ended
January 2,
2021       % Change,
As Reported       % Change,
Constant
Currency
As reported under GAAP:
Net sales $ 1,752,349 $ (9,455 ) $ 1,761,804 $ 1,689,145 3.7 % 4.3 %
Gross profit 667,728 (4,573 ) 672,301 99,199 573.1 577.7
Operating profit (loss) 155,566 (1,343 ) 156,909 (396,507 ) (139.2 ) (139.6 )
Diluted earnings (loss) per share from continuing operations $ 0.19 $ 0.00 $ 0.20 $ (0.83 ) (122.9 )% (124.1 )%
As adjusted: (2)
Net sales $ 1,752,349 $ (9,455 ) $ 1,761,804 $ 1,689,145 3.7 % 4.3 %
Gross profit 673,227 (4,573 ) 677,800 681,989 (1.3 ) (0.6 )
Operating profit 220,123 (1,343 ) 221,466 228,829 (3.8 ) (3.2 )
Diluted earnings per share from continuing operations $ 0.44 $ 0.00 $ 0.45 $ 0.42 4.8 % 7.1 %

Year Ended January 1, 2022
As Reported Impact from
Foreign
Currency (1) Constant
Currency Year Ended
January 2,
2021 % Change,
As Reported % Change,
Constant
Currency
As reported under GAAP:
Net sales $ 6,801,240 $ 92,762 $ 6,708,478 $ 6,127,161 11.0 % 9.5 %
Gross profit 2,651,699 51,011 2,600,688 1,602,700 65.5 62.3
Operating profit 797,728 15,885 781,843 42,666 1,769.7 1,732.5
Diluted earnings (loss) per share from continuing operations $ 1.48 $ 0.04 $ 1.44 $ (0.09 ) (1,744.4 )% (1,700.0 )%
As adjusted: (2)
Net sales $ 6,801,240 $ 92,762 $ 6,708,478 $ 6,127,161 11.0 % 9.5 %
Gross profit 2,661,797 51,011 2,610,786 2,273,318 17.1 14.8
Operating profit 929,438 15,885 913,553 776,862 19.6 17.6
Diluted earnings per share from continuing operations $ 1.83 $ 0.04 $ 1.79 $ 1.40 30.7 % 27.9 %

(1) Effect of the change in foreign currency exchange rates year-over-year. Calculated by applying prior period exchange rates to the current year financial results.
(2) Results for the quarters and years ended January 1, 2022 and January 2, 2021 reflect adjustments for restructuring and other action-related charges. See “Reconciliation of Select GAAP Measures to Non-GAAP Measures” in Tables 6-A through 6-E
70  |
Table of Contents
Appendix A
Table 2-B
Hanesbrands Inc.
Supplemental Financial Information
Impact of Foreign Currency
(in thousands, except per share data)
(Unaudited)
Quarter Ended January 1, 2022
      As Reported       Impact from
Foreign
Currency (1)       Constant
Currency       Quarter Ended
December 28,
2019       % Change,
As Reported       % Change,
Constant
Currency
As reported under GAAP:
Net sales $ 1,752,349 $ 13,004 $ 1,739,345 $ 1,610,012 8.8 % 8.0 %
Gross profit 667,728 8,052 659,676 633,129 5.5 4.2
Operating profit 155,566 3,001 152,565 230,006 (32.4 ) (33.7 )
Diluted earnings per share from continuing operations $ 0.19 $ 0.01 $ 0.18 $ 0.43 (55.8 )% (58.1 )%
As adjusted: (2)
Net sales $ 1,752,349 $ 13,004 $ 1,739,345 $ 1,522,077 15.1 % 14.3 %
Gross profit 673,227 8,052 665,175 620,853 8.4 7.1
Operating profit 220,123 3,001 217,122 227,866 (3.4 ) (4.7 )
Diluted earnings per share from continuing operations $ 0.44 $ 0.01 $ 0.43 $ 0.39 12.8 % 10.3 %

Year Ended January 1, 2022
As Reported Impact from
Foreign
Currency (1) Constant
Currency Year Ended
December 28,
2019 % Change,
As Reported % Change,
Constant
Currency
As reported under GAAP:
Net sales $ 6,801,240 $ 77,897 $ 6,723,343 $ 6,425,716 5.8 % 4.6 %
Gross profit 2,651,699 44,020 2,607,679 2,428,702 9.2 7.4
Operating profit 797,728 13,800 783,928 850,685 (6.2 ) (7.8 )
Diluted earnings per share from continuing operations $ 1.48 $ 0.04 $ 1.44 $ 1.57 (5.7 )% (8.3 )%
As adjusted: (2)
Net sales $ 6,801,240 $ 77,897 $ 6,723,343 $ 6,006,269 13.2 % 11.9 %
Gross profit 2,661,797 44,020 2,617,777 2,354,289 13.1 11.2
Operating profit 929,438 13,800 915,638 818,341 13.6 11.9
Diluted earnings per share from continuing operations $ 1.83 $ 0.03 $ 1.80 $ 1.45 26.2 % 24.1 %

(1) Effect of the change in foreign currency exchange rates year-over-year. Calculated by applying prior period exchange rates to the current year financial results.
(2) Results for the quarters and years ended January 1, 2022 and December 28, 2019 reflect adjustments for restructuring and other action-related charges. Results for the quarter and year ended December 28, 2019 also reflect adjustments for the exited C9 Champion mass program and DKNY intimate apparel license. See “Reconciliation of Select GAAP Measures to Non-GAAP Measures” in Tables 6-A through 6-E.
HANESBRANDS INC.  |  71
Table of Contents
Appendix A
Table 3-A
Hanesbrands Inc.
Supplemental Financial Information
By Business Segment
(in thousands)
(Unaudited)
Quarters Ended Years Ended
January 1,
2022 January 2,
2021 %
Change January 1,
2022 January 2,
2021 %
Change
Segment net sales:
Innerwear (1) $ 666,086 $ 668,193 (0.3 )% $ 2,719,788 $ 2,978,009 (8.7 )%
Activewear 448,948 403,113 11.4 1,679,639 1,184,413 41.8
International (2) 544,582 525,714 3.6 2,066,249 1,711,432 20.7
Other 92,733 92,125 0.7 335,564 253,307 32.5
Total net sales $ 1,752,349 $ 1,689,145 3.7 % $ 6,801,240 $ 6,127,161 11.0 %
Segment operating profit:
Innerwear $ 112,615 $ 160,848 (30.0 )% $ 573,852 $ 718,923 (20.2 )%
Activewear 58,587 35,718 64.0 236,400 67,643 249.5
International 103,866 92,782 11.9 339,317 249,718 35.9
Other 8,528 2,123 301.7 30,922 (10,140 ) (405.0 )
General corporate expenses/other (63,473 ) (62,642 ) 1.3 (251,053 ) (249,282 ) 0.7
Total operating profit before restructuring and
other action-related charges

220,123

228,829

(3.8
)

929,438

776,862

19.6

Restructuring and other action-related charges (64,557 ) (625,336 ) (89.7 ) (131,710 ) (734,196 ) (82.1 )
Total operating profit (loss) $ 155,566 $ (396,507 ) (139.2 )% $ 797,728 $ 42,666 1,769.7 %

(1) The Innerwear segment includes $22 million and $801 million of net sales of PPE in the quarter and year ended January 2, 2021, respectively.
(2) The International segment includes $6 million and $19 million of net sales of PPE in the quarter and year ended January 2, 2021, respectively.
Quarters Ended Years Ended
      January 1,
2022       January 2,
2021       Basis
Points Change       January 1,
2022       January 2,
2021       Basis
Points Change
Segment operating margin:
Innerwear 16.9 % 24.1 % (717 ) 21.1 % 24.1 % (304 )
Activewear 13.0 8.9 419 14.1 5.7 836
International 19.1 17.6 142 16.4 14.6 183
Other 9.2 2.3 689 9.2 (4.0 ) 1,322
General corporate expenses/other (3.6 ) (3.7 ) 9 (3.7 ) (4.1 ) 38
Total operating margin before restructuring and other action-related charges 12.6 13.5 (99 ) 13.7 12.7 99
Restructuring and other action-related charges (3.7 ) (37.0 ) 3,334 (1.9 ) (12.0 ) 1,005
Total operating margin 8.9 % (23.5 )% 3,235 11.7 % 0.7 % 1,103
72  |
Table of Contents
Appendix A
Table 3-B
Hanesbrands Inc.
Supplemental Financial Information
By Business Segment
(in thousands)
(Unaudited)
Quarters Ended Years Ended
      January 1,
2022       December 28,
2019
Rebased (1)       % Change       January 1,
2022       December 28,
2019
Rebased (1)       % Change
Segment net sales:
Innerwear $ 666,086 $ 558,302 19.3 % $ 2,719,788 $ 2,244,478 21.2 %
Activewear 448,948 376,363 19.3 1,679,639 1,493,411 12.5
International 544,582 495,798 9.8 2,066,249 1,930,828 7.0
Other 92,733 91,614 1.2 335,564 337,552 (0.6 )
Total net sales $ 1,752,349 $ 1,522,077 15.1 % $ 6,801,240 $ 6,006,269 13.2 %
Segment operating profit:
Innerwear $ 112,615 $ 137,945 (18.4 )% $ 573,852 $ 505,839 13.4 %
Activewear 58,587 52,849 10.9 236,400 196,612 20.2
International 103,866 85,148 22.0 339,317 331,322 2.4
Other 8,528 10,112 (15.7 ) 30,922 33,439 (7.5 )
General corporate expenses/other (63,473 ) (58,188 ) 9.1 (251,053 ) (248,871 ) 0.9
Total operating profit before restructuring and other action-related charges 220,123 227,866 (3.4 ) 929,438 818,341 13.6
Restructuring and other action-related charges (64,557 ) (19,067 ) 238.6 (131,710 ) (62,515 ) 110.7
Total operating profit $ 155,566 $ 208,799 (25.5 )% $ 797,728 $ 755,826 5.5 %

Quarters Ended Years Ended
January 1,
2022 December 28,
2019
Rebased (1) Basis
Points
Change January 1,
2022 December 28,
2019
Rebased (1) Basis
Points
Change
Segment operating margin:
Innerwear 16.9 % 24.7 % (780 ) 21.1 % 22.5 % (144 )
Activewear 13.0 14.0 (99 ) 14.1 13.2 91
International 19.1 17.2 190 16.4 17.2 (74 )
Other 9.2 11.0 (184 ) 9.2 9.9 (69 )
General corporate expenses/other (3.6 ) (3.8 ) 20 (3.7 ) (4.1 ) 45
Total operating margin before restructuring and other action-related charges 12.6 15.0 (241 ) 13.7 13.6 4
Restructuring and other action-related charges (3.7 ) (1.3 ) (243 ) (1.9 ) (1.0 ) (90 )
Total operating margin 8.9 % 13.7 % (484 ) 11.7 % 12.6 % (85 )

(1) Results for the quarter and year ended December 28, 2019 reflect adjustments for the exited C9 Champion mass program and DKNY intimate apparel license. See “Reconciliation of Select GAAP Measures to Non-GAAP Measures” in Tables 6-A through 6-E.
HANESBRANDS INC.|  73
Table of Contents
Appendix A
Table 4
Hanesbrands Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
      January 1,
2022       January 2,
2021
Assets
Cash and cash equivalents $ 536,277 $ 900,615
Trade accounts receivable, net 894,151 768,221
Inventories 1,584,015 1,367,758
Other current assets 186,503 158,700
Current assets held for sale 327,157 234,086
Total current assets 3,528,103 3,429,380
Property, net 441,401 477,821
Right-of-use assets 363,854 432,631
Trademarks and other identifiable intangibles, net 1,220,170 1,293,847
Goodwill 1,133,095 1,158,938
Deferred tax assets 327,804 367,976
Other noncurrent assets 57,009 64,773
Noncurrent assets held for sale — 494,501
Total assets $ 7,071,436 $ 7,719,867
Liabilities
Accounts payable $ 1,214,847 $ 891,868
Accrued liabilities 660,778 609,864
Lease liabilities 109,526 136,510
Current portion of long-term debt 25,000 263,936
Current liabilities held for sale 316,902 222,183
Total current liabilities 2,327,053 2,124,361
Long-term debt 3,326,091 3,739,434
Lease liabilities - noncurrent 281,852 331,577
Pension and postretirement benefits 248,518 381,457
Other noncurrent liabilities 185,429 216,091
Noncurrent liabilities held for sale — 112,989
Total liabilities 6,368,943 6,905,909
Stockholders’ equity
Preferred stock — —
Common stock 3,499 3,488
Additional paid-in capital 315,337 307,883
Retained earnings 935,260 1,069,546
Accumulated other comprehensive loss (551,603 ) (566,959 )
Total stockholders’ equity 702,493 813,958
Total liabilities and stockholders’ equity $ 7,071,436 $ 7,719,867
74  |
Table of Contents
Appendix A
Table 5
Hanesbrands Inc.
Condensed Consolidated Statements of Cash Flows(1)
(in thousands)
(Unaudited)
Quarters Ended Years Ended
      January 1,
2022       January 2,
2021       January 1,
2022       January 2,
2021
Operating Activities:
Net income (loss) $ 60,033 $ (332,164 ) $ 77,224 $ (75,579 )
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation 18,486 28,083 81,669 95,759
Amortization of acquisition intangibles 4,694 6,215 20,390 24,718
Other amortization 3,529 3,878 12,139 11,969
Inventory write-down charges — 584,671 — 584,671
Impairment of intangible assets and goodwill — 25,173 163,047 45,492
Loss on classification of assets held for sale 45,617 — 312,359 —
Loss on extinguishment of debt 43,739 — 43,739 —
Amortization of debt issuance costs 2,055 3,262 12,305 11,565
Stock compensation expense 6,494 5,168 16,630 18,969
Deferred taxes 11,550 (168,068 ) 3,934 (161,215 )
Other 2,324 3,497 (2,084 ) 8,501
Changes in assets and liabilities:
Accounts receivable 20,752 168,934 (181,173 ) (6,945 )
Inventories (990 ) 123,310 (293,455 ) (136,057 )
Other assets (47,678 ) 42,215 (40,636 ) (1,144 )
Accounts payable (22,281 ) (222,207 ) 368,753 (32,641 )
Accrued pension and postretirement benefits (300 ) 133 (40,768 ) (18,832 )
Accrued liabilities and other (51,991 ) (54,853 ) 69,336 79,238
Net cash from operating activities 96,033 217,247 623,409 448,469
Investing activities:
Capital expenditures (13,952 ) (4,702 ) (69,272 ) (53,735 )
Proceeds from sales of assets 330 340 2,809 671
Other 5,571 4,364 14,008 11,982
Net cash from investing activities (8,051 ) 2 (52,455 ) (41,082 )
Financing Activities:
Borrowings on Term Loan Facilities 1,000,000 — 1,000,000 —
Repayments on Term Loan Facilities (609,375 ) — (925,000 ) —
Borrowings on Accounts Receivable Securitization Facility — — — 227,061
Repayments on Accounts Receivable Securitization Facility — — — (227,061 )
Borrowings on Revolving Loan Facilities — — — 1,638,000
Repayments on Revolving Loan Facilities — — — (1,756,189 )
Borrowings on Senior Notes — — — 700,000
Repayments on Senior Notes (700,000 ) — (700,000 ) —
Borrowings on International Debt — — — 31,222
Repayments on International Debt — — — (36,383 )
Borrowings on notes payable 39,890 68,124 149,287 234,682
Repayments on notes payable (40,142 ) (72,900 ) (149,739 ) (239,008 )
Share repurchases — — — (200,269 )
Cash dividends paid (52,385 ) (52,253 ) (209,484 ) (210,385 )
Payments to amend and refinance credit facilities (42,661 ) (80 ) (43,186 ) (15,018 )
Other (7,423 ) (4,163 ) (9,898 ) (4,483 )
Net cash from financing activities (412,096 ) (61,272 ) (888,020 ) 142,169
Effect of changes in foreign exchange rates on cash (5,701 ) 22,072 (32,908 ) 31,124
HANESBRANDS INC.  |  75
Table of Contents
Appendix A

      Quarters Ended       Years Ended
January 1,
2022       January 2,
2021 January 1,
2022       January 2,
2021

Change in cash, cash equivalents and restricted cash (329,815 ) 178,049 (349,974 ) 580,680
Cash, cash equivalents and restricted cash at beginning of period 890,444 732,554 910,603 329,923
Cash, cash equivalents and restricted cash at end of period 560,629 910,603 560,629 910,603
Less restricted cash at end of period — 1,166 — 1,166
Cash and cash equivalents at end of period $ 560,629 $ 909,437 $ 560,629 $ 909,437
Balances included in the Condensed Consolidated Balance Sheets:
Cash and cash equivalents $ 536,277 $ 900,615 $ 536,277 $ 900,615
Cash and cash equivalents included in current assets held for sale 24,352 8,822 24,352 8,822
Cash and cash equivalents at end of period $ 560,629 $ 909,437 $ 560,629 $ 909,437

(1) The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.
76  |
Table of Contents
Appendix A
Table 6-A
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)
Quarter Ended January 1, 2022
      Gross
Profit       Selling,
General and
Administrative
Expenses       Operating
Profit       Other
Expenses       Income From
Continuing
Operations
Before Income
Tax Expense       Income
Tax
Expense       Income
From
Continuing
Operations       Diluted
Earnings Per
Share From
Continuing
Operations (1)
As reported $ 667,728 $ (512,162 ) $ 155,566 $ (47,359 ) $ 72,900 $ (4,946 ) $ 67,954 $ 0.19
As a percentage of net sales 38.1 % 29.2 % 8.9 %
Restructuring and other action-related charges:
Full Potential Plan:
Professional services — 7,824 7,824 — 7,824 — 7,824 0.02
Loss on classification of assets held for sale — 38,364 38,364 — 38,364 — 38,364 0.11
Operating model 2,397 3,194 5,591 — 5,591 — 5,591 0.02
Supply chain segmentation 3,102 — 3,102 — 3,102 — 3,102 0.01
Technology — 2,212 2,212 — 2,212 — 2,212 0.01
Other — 7,464 7,464 — 7,464 — 7,464 0.02
Early extinguishment and refinancing of debt — — — 45,699 45,699 — 45,699 0.13
Discrete tax benefits — — — — — (8,050 ) (8,050 ) (0.02 )
Tax effect on actions — — — — — (14,477 ) (14,477 ) (0.04 )
Total restructuring and other action-related charges 5,499 59,058 64,557 45,699 110,256 (22,527 ) 87,729 0.25
As adjusted $ 673,227 $ (453,104 ) $ 220,123 $ (1,660 ) $ 183,156 $ (27,473 ) $ 155,683 $ 0.44
As a percentage of net sales 38.4 % 25.9 % 12.6 %
HANESBRANDS INC.  |  77
Table of Contents
Appendix A
Year Ended January 1, 2022
      Gross
Profit Selling,
General and
Administrative
Expenses Operating
Profit       Other
Expenses       Income From
Continuing
Operations
Before Income
Tax Expense       Income
Tax
Expense       Income
From
Continuing
Operations       Diluted
Earnings Per
Share From
Continuing
Operations (1)
As reported $ 2,651,699       $ (1,853,971 )       $ 797,728 $ (53,586 ) $ 581,075 $ (60,107 ) $ 520,968 $ 1.48
As a percentage of net sales 39.0 % 27.3 % 11.7 %
Restructuring and other action- related charges:
Full Potential Plan:
Professional services — 44,617 44,617 — 44,617 — 44,617 0.13
Loss on classification of assets held for sale — 38,364 38,364 — 38,364 — 38,364 0.11
Operating model 2,397 20,794 23,191 — 23,191 — 23,191 0.07
Impairment of intangible assets — 7,302 7,302 — 7,302 — 7,302 0.02
Supply chain segmentation 7,815 (2,396 ) 5,419 — 5,419 — 5,419 0.02
Technology — 4,617 4,617 — 4,617 — 4,617 0.01
Other (114 ) 8,314 8,200 — 8,200 — 8,200 0.02
Early extinguishment and refinancing of debt — — — 45,699 45,699 — 45,699 0.13
Discrete tax benefits — — — — — (27,147 ) (27,147 ) (0.08 )
Tax effect on actions — — — — — (26,518 ) (26,518 ) (0.08 )
Total restructuring and other action-related charges 10,098 121,612 131,710 45,699 177,409 (53,665 ) 123,744 0.35
As adjusted $ 2,661,797 $ (1,732,359 ) $ 929,438 $ (7,887 ) $ 758,484 $ (113,772 ) $ 644,712 $ 1.83
As a percentage of net sales 39.1 % 25.5 % 13.7 %
(1) Amounts may not be additive due to rounding.
Including the unfavorable foreign currency impact of $7 million, global Champion sales excluding C9 Champion increased approximately 10% in the fourth quarter of 2021 compared to the fourth quarter of 2020. On a constant currency basis, global Champion sales excluding C9 Champion increased approximately 12% in the fourth quarter of 2021 compared to the fourth quarter of 2020.
72
Including the favorable foreign currency impact of $3 million, global Champion sales excluding C9 Champion increased approximately 25% in the fourth quarter of 2021 compared to the fourth quarter of 2019. On a constant currency basis, global Champion sales excluding C9 Champion increased approximately 25% in the fourth quarter of 2021 compared to the fourth quarter of 2019.
78  |
Table of Contents
Appendix A
Table 6-B
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)
Quarter Ended January 2, 2021
Gross
Profit       Selling,
General and
Administrative
Expenses       Operating
Profit
(Loss)       Income
(Loss) From
Continuing
Operations
Before
Income Tax
Expense       Income
Tax Benefit
(Expense)       Income
(Loss)
From
Continuing
Operations       Diluted
Earnings (Loss)
Per Share From
Continuing
Operations (1)
As reported       $ 99,199 $ (495,706 ) $ (396,507 ) $ (445,146 ) $ 152,948 $ (292,198 ) $ (0.83 )
As a percentage of net sales 5.9 % 29.3 % (23.5 )%
Restructuring and other action-related charges:
Supply chain actions 836 — 836 836 — 836 0.00
Other (63 ) 515 452 452 — 452 0.00
COVID-19 related charges:
Goodwill — 25,173 25,173 25,173 — 25,173 0.07
Full Potential Plan:
Inventory SKU rationalization 192,704 — 192,704 192,704 — 192,704 0.55
PPE inventory write-off 362,913 — 362,913 362,913 — 362,913 1.03
PPE vendor commitments 26,400 — 26,400 26,400 — 26,400 0.08
Write-off of acquisition tax asset — 16,858 16,858 16,858 — 16,858 0.05
Discrete tax benefits — — — — (66,515 ) (66,515 ) (0.19 )
Tax effect on actions — — — — (118,133 ) (118,133 ) (0.34 )
Total restructuring and other action-related charges 582,790 42,546 625,336 625,336 (184,648 ) 440,688 1.25
As adjusted $ 681,989 $ (453,160 ) $ 228,829 $ 180,190 $ (31,700 ) $ 148,490 $ 0.42
As a percentage of net sales 40.4 % 26.8 % 13.5 %
HANESBRANDS INC.  |  79
Table of Contents
Appendix A
Year Ended January 2, 2021
     Gross
Profit      Selling,
General and
Administrative
Expenses      Operating
Profit      Income
(Loss) From
Continuing
Operations
Before Income
Tax Expense      Income
Tax Benefit
(Expense)      Income
(Loss) From
Continuing
Operations      Diluted
Earnings
(Loss) Per
Share From
Continuing
Operations (1)
As reported $ 1,602,700 $ (1,560,034 ) $ 42,666 $ (142,227 ) $ 109,940 $ (32,287 ) $ (0.09 )
As a percentage of net sales 26.2 % 25.5 % 0.7 %
Restructuring and other action- related charges:
Supply chain actions 19,636 — 19,636 19,636 — 19,636 0.06
Program exit costs 9,387 467 9,854 9,854 — 9,854 0.03
Other (440 ) 8,203 7,763 7,763 — 7,763 0.02
COVID-19 related charges:
Supply chain re-startup 45,149 3,459 48,608 48,608 — 48,608 0.14
Bad debt — 9,418 9,418 9,418 — 9,418 0.03
Inventory 14,869 — 14,869 14,869 — 14,869 0.04
Goodwill — 25,173 25,173 25,173 — 25,173 0.07
Full Potential Plan:
Inventory SKU rationalization 192,704 — 192,704 192,704 — 192,704 0.55
PPE inventory write-off 362,913 — 362,913 362,913 — 362,913 1.03
PPE vendor commitments 26,400 — 26,400 26,400 — 26,400 0.07
Write-off of acquisition tax asset — 16,858 16,858 16,858 — 16,858 0.05
Discrete tax benefits — — — — (69,628 ) (69,628 ) (0.20 )
Tax effect on actions — — — — (135,714 ) (135,714 ) (0.38 )
Total restructuring and other action-related charges 670,618 63,578 734,196 734,196 (205,342 ) 528,854 1.50
As adjusted $ 2,273,318 $ (1,496,456 ) $ 776,862 $ 591,969 $ (95,402 ) $ 496,567 $ 1.40
As a percentage of net sales 37.1 % 24.4 % 12.7 %
(1) Amounts may not be additive due to rounding.
80  |
Table of Contents
Appendix A
Table 6-C
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)
Quarter Ended December 28, 2019
     Net
Sales      Gross
Profit      Selling,
General and
Administrative
Expenses       Operating
Profit      Income
From
Continuing
Operations
Before Income
Tax Expense      Income
Tax
Expense      Income
From
Continuing
Operations      Diluted
Earnings Per
Share From
Continuing
Operations (1)
As reported $ 1,610,012 $ 633,129 $ (403,123 ) $ 230,006 $ 182,142 $ (23,528 ) $ 158,614 $ 0.43
Less exited (87,935 ) (30,514 ) 9,307 (21,207 ) (21,207 ) 1,241 (19,966 ) (0.05 )
programs (2)
As rebased 1,522,077 602,615 (393,816 ) 208,799 160,935 (22,287 ) 138,648 0.38
As a percentage of net sales 39.6 % 25.9 % 13.7 %
Restructuring and other action-related charges:
Supply chain actions — 13,622 — 13,622 13,622 — 13,622 0.04
Program exit costs — 4,616 — 4,616 4,616 — 4,616 0.01
Other — — 829 829 829 — 829 0.00
Tax effect on actions — — — — — (16,032 ) (16,032 ) (0.04 )
Total restructuring and other action-related charges — 18,238 829 19,067 19,067 (16,032 ) 3,035 0.01
As adjusted $ 1,522,077 $ 620,853 $ (392,987 ) $ 227,866 $ 180,002 $ (38,319 ) $ 141,683 $ 0.39
HANESBRANDS INC.  |  81
Table of Contents
Appendix A
Table 6-C
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)
Quarter Ended December 28, 2019
     Net
Sales      Gross
Profit      Selling,
General and
Administrative
Expenses      Operating
Profit       Income
From
Continuing
Operations
Before Income
Tax Expense       Income
Tax
Expense      Income
From
Continuing
Operations      Diluted
Earnings Per
Share From
Continuing
Operations (1)
As a percentage of net sales 40.8 % 25.8 % 15.0 %

Year Ended Dec 28, 2019
Net
Sales Gross
Profit Selling,
General and
Administrative
Expenses Operating
Profit Income
From
Continuing
Operations
Before Income
Tax Expense Income
Tax
Expense Income
From
Continuing
Operations Diluted
Earnings Per
Share From
Continuing
Operations (1)
As reported $ 6,425,716 $ 2,428,702 $ (1,578,017 ) $ 850,685 $ 643,560 $ (70,236 ) $ 573,324 $ 1.57
Less exited programs (2) (419,447 ) (131,861 ) 37,002 (94,859 ) (94,859 ) 11,629 (83,230 ) (0.23 )
As rebased 6,006,269 2,296,841 (1,541,015 ) 755,826 548,701 (58,607 ) 490,094 1.34
As a percentage of net sales 38.2 % 25.7 % 12.6 %
Restructuring and other action-related charges:
Supply chain actions — 52,832 — 52,832 52,832 — 52,832 0.14
Program exit costs — 4,616 — 4,616 4,616 — 4,616 0.01
Other — — 5,067 5,067 5,067 — 5,067 0.01
Tax effect on actions — — — — — (22,159 ) (22,159 ) (0.06 )
Total restructuring and other action-related charges — 57,448 5,067 62,515 62,515 (22,159 ) 40,356 0.11
As adjusted $ 6,006,269 $ 2,354,289 $ (1,535,948 ) $ 818,341 $ 611,216 $ (80,766 ) $ 530,450 $ 1.45
As a percentage of net sales 39.2 % 25.6 % 13.6 %
(1) Amounts may not be additive due to rounding.
(2) Includes the results for the exited C9 Champion mass program and the DKNY intimate apparel license.
82  |
Table of Contents
Appendix A
Table 6-D
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)
Quarter Ended December 28, 2019
As
Reported Less:
Exited
Programs (1) Adjusted
for Exited
Programs Less:
Restructuring
and other
action-related
charges Rebased
Segment net sales:
Innerwear $ 569,630        $ 11,328 $ 558,302         $ — $ 558,302
Activewear 452,970 76,607 376,363 — 376,363
International 495,798 — 495,798 — 495,798
Other 91,614 — 91,614 — 91,614
Total net sales $ 1,610,012 $ 87,935 $ 1,522,077 $ — $ 1,522,077
Segment operating profit:
Innerwear $ 140,368 $ 2,423 $ 137,945 $ — $ 137,945
Activewear 71,633 18,784 52,849 — 52,849
International 85,148 — 85,148 — 85,148
Other 10,112 — 10,112 — 10,112
General corporate expenses/other (58,188 ) — (58,188 ) — (58,188 )
Restructuring and other action-related charges (19,067 ) — (19,067 ) (19,067 ) —
Total operating profit $ 230,006 $ 21,207 $ 208,799 $ (19,067 ) $ 227,866

Year Ended December 28, 2019
     As
Reported      Less:
Exited
Programs (1)      Adjusted
for Exited
Programs      Less:
Restructuring
and other
action-related
charges      Rebased
Segment net sales:
Innerwear $ 2,302,632 $ 58,154 $ 2,244,478 $ — $ 2,244,478
Activewear 1,854,704 361,293 1,493,411 — 1,493,411
International 1,930,828 — 1,930,828 — 1,930,828
Other 337,552 — 337,552 — 337,552
Total net sales $ 6,425,716 $ 419,447 $ 6,006,269 $ — $ 6,006,269
Segment operating profit:
Innerwear $ 515,991 $ 10,152 $ 505,839 $ — $ 505,839
Activewear 281,319 84,707 196,612 — 196,612
International 331,322 — 331,322 — 331,322
Other 33,439 — 33,439 — 33,439
General corporate expenses/other (248,871 ) — (248,871 ) — (248,871 )
Restructuring and other action-related charges (62,515 ) — (62,515 ) (62,515 ) —
Total operating profit $ 850,685 $ 94,859 $ 755,826 $ (62,515 ) $ 818,341
(1) Includes the results for the exited C9 Champion mass program and the DKNY intimate apparel license.
HANESBRANDS INC.  |  83
Table of Contents
Appendix A
Table 6-E
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)
Last Twelve Months
     January 1,
2022      January 2,
2021
EBITDA (1):
Income (loss) from continuing operations $ 520,968 $ (32,287 )
Interest expense, net 163,067 164,238
Income tax expense (benefit) 60,107 (109,940 )
Depreciation and amortization 110,130 114,967
Total EBITDA 854,272 136,978
Total restructuring and other action-related charges (excluding tax effect on actions) 177,409 734,196
Stock compensation expense 16,405 18,507
Total EBITDA, as adjusted $ 1,048,086 $ 889,681
Net debt:
Debt (current and long-term debt) $ 3,351,091 $ 4,003,370
(Less) Cash and cash equivalents (536,277 ) (900,615 )
Net debt $ 2,814,814 $ 3,102,755
Net debt/EBITDA, as adjusted 2.7 3.5
(1) Earnings from continuing operations before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure.
Quarters Ended Years Ended
     January 1,
2022      January 2,
2021      January 1,
2022      January 2,
2021
Free cash flow (1):
Net cash from operating activities $ 96,033 $ 217,247 $ 623,409 $ 448,469
Capital expenditures (13,952 ) (4,702 ) (69,272 ) (53,735 )
Free cash flow $ 82,081 $ 212,545 $ 554,137 $ 394,734
(1) Free cash flow includes the results from continuing and discontinued operations.
Table 7
Hanesbrands Inc.
Supplemental Financial Information
Reconciliation of GAAP Outlook to Adjusted Outlook
(in thousands, except per share data)
(Unaudited)
Quarter Ended Year Ended
April 2,
2022 December 31,
2022
Operating profit outlook, as calculated under GAAP $120,000 to $150,000 $780,000 to $850,000
Restructuring and other action-related charges $15,000       $60,000
Operating profit outlook, as adjusted $135,000 to $165,000 $840,000 to $910,000
Diluted earnings per share from continuing operations, as calculated under GAAP (1) $0.20 to $0.27 $1.50 to $1.67
Restructuring and other action-related charges $0.04 $0.14
Diluted earnings per share from continuing operations, as adjusted $0.24 to $0.31 $1.64 to $1.81
(1) The company expects approximately 353 million diluted weighted average shares outstanding for both the quarter ended April 2, 2022 and the year ended December 31, 2022.
Hanesbrands is unable to reconcile projections of financial performance beyond 2022 without unreasonable efforts, because the Company cannot predict, with a reasonable degree of certainty, the type and extent of certain items that would be expected to impact these figures in 2023 and beyond, such as net sales, operating profit, tax rates and action related charges.
84  |
Table of Contents

1000 EAST HANES MILL ROAD
WINSTON-SALEM, NC 27105
AUTHORIZE YOUR PROXY BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April ~~22, 2021~~21, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/~~HBI2021~~HBI2022
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
AUTHORIZE YOUR PROXY BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April ~~22, 2021~~21, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
AUTHORIZE YOUR PROXY BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Hanesbrands Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~D34336-P49615~~                      D69034-P67627 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
HANESBRANDS INC.
Vote on Directors

The Board of Directors recommends that you vote FOR each of the following nominees:

1.       ~~Election of Directors~~
~~Nominees:~~ ~~For~~ ~~Against~~ ~~Abstain~~
~~1a.~~      ~~Cheryl K. Beebe~~ ☐ ☐ ☐

1. ~~1b.~~ ~~Stephen B. Bratspies~~ ☐ ☐ ☐
Election of Directors
~~1c.~~ ~~Geralyn R. Breig~~ ☐ ☐ ☐
For Against
~~1d.~~ ~~Bobby J. Griffin~~ ☐ ☐ ☐Abstain

~~1e.~~ ~~James C. Johnson~~ ☐ ☐ ☐
~~1f.~~ ~~Franck J. Moison~~ ☐ ☐ ☐
~~1g.~~ ~~Robert F. Moran~~ ☐ ☐ ☐
~~1h.~~ ~~Ronald L. Nelson~~ ☐ ☐ ☐
~~1i.~~ ~~Ann E. Ziegler~~ ☐ ☐ ☐
Nominees:

1a. Cheryl K. Beebe o o o

1b. Stephen B. Bratspies o o o

1c. Geralyn R. Breig o o o

1d. Bobby J. Griffin o o o

~~Vote on Proposals~~ 1e. James C. Johnson o o o
1f. Franck J. Moison o o o
1g. Robert F. Moran o o o
1h. Ronald L. Nelson o o o
1i. William S. Simon o o o
1j. Ann E. Ziegler o o o

~~The Board of Directors recommends that you vote FOR the following proposals:~~ ~~For~~ ~~Against~~ ~~Abstain~~

2.      ~~To ratify the appointment of PricewaterhouseCoopers LLP as Hanesbrands’ independent registered public accounting firm for Hanesbrands’ 2021 fiscal year~~ ☐ ☐ ☐
3. ~~To approve, on an advisory basis, named executive officer compensation as described in the proxy statement for the Annual Meeting~~ ☐ ☐ ☐

Vote on Proposals
The Board of Directors recommends that you vote FOR the following proposals: For Against Abstain

2.      To ratify the appointment of PricewaterhouseCoopers LLP as Hanesbrands’ independent registered public accounting firm for Hanesbrands’ 2022 fiscal year o o o

3. To approve, on an advisory basis, named executive officer compensation as described in the proxy statement for the Annual Meeting o o o

Please sign exactly as name appears on the records of Hanesbrands Inc. and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please give the full title under signature(s).

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Table of Contents

~~2021~~2022 Annual Meeting of Stockholders
9:00 a.m., Eastern time, April ~~27, 2021~~26, 2022
Hanesbrands Inc.
1000 E. Hanes Mill Rd.
Winston-Salem, NC 27105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Hanesbrands Inc. (“Hanesbrands”) will be held on Tuesday, April ~~27, 2021~~26, 2022 at 9:00 a.m., Eastern time, virtually at www.virtualshareholdermeeting.com/~~HBI2021.~~HBI2022. Stockholders of record at the close of business on February ~~16, 2021~~15, 2022 are entitled to notice of and to vote at the meeting. Stockholders will (1) elect ~~nine~~ten directors, (2) vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as Hanesbrands’ independent registered public accounting firm for its ~~2021~~2022 fiscal year, (3) vote on a proposal to approve, on an advisory basis, named executive officer compensation as described in the proxy statement for the Annual Meeting and (4) transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The notice and proxy statement and annual report are available at www.proxyvote.com.
∆ DETACH PROXY CARD HERE ∆ ~~D34337-P49615~~D69035-P67627

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, APRIL ~~27, 2021~~26, 2022
The undersigned holder of common stock of Hanesbrands Inc., a Maryland corporation (“Hanesbrands”), hereby appoints Stephen B. Bratspies and ~~Joia~~Tracy M. ~~Johnson,~~Preston, or either of them, as proxies for the undersigned, with full power of substitution in either of them, to attend the Annual Meeting of Stockholders of Hanesbrands Inc. virtually at www.virtualshareholdermeeting.com/~~HBI2021,~~HBI2022, on April ~~27, 2021,~~26, 2022, at 9:00 a.m., Eastern time, and any postponement or adjournment thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the Annual Meeting of Stockholders and of the accompanying proxy statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.The votes entitled to be cast by the undersigned will be cast as instructed. If this proxy is executed, but no instruction is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees for director, FOR proposal 2 and FOR proposal 3, all of which are set forth on the reverse side hereof. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the meeting and any adjournment or postponement thereof. The Board of Directors recommends a vote FOR each nominee for director, FOR proposal 2 and FOR proposal 3.

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, ~~For~~for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material ~~Under Rule 14a-12~~under §240.14a-12

PAYMENT OF FILING FEE (CHECK ~~THE APPROPRIATE BOX)~~ALL BOXES THAT APPLY):
☑	No fee ~~required.~~
☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
		~~1) Title of each class of securities to which transaction applies:~~
		~~2) Aggregate number of securities to which transaction applies:~~
		~~3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
		~~4) Proposed maximum aggregate value of transaction:~~
		~~5) Total fee paid:~~required
☐	Fee paid previously with preliminary ~~materials:~~materials
☐	~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.~~
		~~1) Amount previously paid:~~
		~~2) Form, Schedule or Registration Statement No.:~~
		~~3) Filing Party:~~
		~~4) Date Filed:~~0-11



	RONALD L. NELSON		STEPHEN B. BRATSPIES
	Chairman of the Board of Directors		Chief Executive Officer

Item 1.


~~APPENDIX A~~Election of Directors
72üThe Board of Directors recommends a vote FOR the ten director nominees named below
>> See page 16 for further information about our director nominees

●
~~Corporate Governance Highlights~~

~~Independence~~ • The majority of director nominees are independent (8(9 of 9) • 10)
●	Independent Chairman of the Board



Message From Our Chairman and Our Chief Executive Officer
	~~Dear Fellow Stockholders:~~ ~~As they have for more than 100 years, consumers turned~~



	~~Table of Contents~~

		PROXY SUMMARY	3
		NOTICE OF THE ~~2021~~2022 ANNUAL MEETING OF STOCKHOLDERS	12
		CORPORATE GOVERNANCE AT HANESBRANDS	13
		PROPOSAL ~~1 —~~ 1—ELECTION OF DIRECTORS	13
		Nominees for Election as Directors for a One-Year Term Expiring in ~~2022~~2023	15	16
		How We Select our Directors	20	22
		The Board’s Role and Responsibilities	21	23
		Board Structure and Processes	23	25
		Director Compensation	26	28
		Other Governance Information	28	30
		AUDIT INFORMATION	30	31
		PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30	31
		Audit Committee Report	31	32
		Relationship with Independent Registered Public Accounting Firm	32	33
		PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	33	34
		Compensation Committee Report	33	34
		COMPENSATION DISCUSSION AND ANALYSIS	34	35
		Compensation Highlights	34	35
		Overview	41
		Executive Compensation	55	53
		CEO PAY RATIO	64	62
		OWNERSHIP OF OUR STOCK	65	63
		Share Ownership of Major Stockholders, Management and Directors	65	63
		QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	67	64
		OTHER INFORMATION	70	67
		Other Information About Hanesbrands	70	67
		Matters Raised at the Annual Meeting not Included in this Proxy Statement	70	67
		Solicitation Costs	70	67
		Householding	70	67
		Stockholder Proposals and Director Nominations for Next Annual Meeting	7168
APPENDIX A	69

●	Annual election of directors •
●	Majority voting for directors •
●	Executive and director stock ownership guidelines •
●	Hedging and pledging of company stock is prohibited

●	Board oversight of risk management •
●	Regular Board review of cybersecurity risks (at least twice annually), including the Company’s adherence to the NIST cybersecurity framework, plans to mitigate cybersecurity risks and respond to data breaches •
●	Board monitoring of the Company’s climate-related risks, sustainability initiatives and progress towards long-term sustainability goals •
●	Succession planning for CEO and key members of senior management

	Item 3.
	Item 3.

~~Item 3.~~	To approve, on an advisory basis, named executive officer compensation as disclosed in this Proxy Statement ü The Board of Directors recommends a vote FOR this item Hanesbrands’ stockholders have the opportunity to cast a non-binding, advisory “say on pay” vote on our named executive officer compensation, as disclosed in this Proxy Statement. We ask for your approval of the compensation of our named executive officers. Before considering this proposal, please read our Compensation Discussion and Analysis and the executive compensation tables and related narrative disclosure in this Proxy Statement, which explain our executive compensation programs and the Compensation Committee’s compensation decisions. >> See page 33 35 for further information about our executive compensation program

	•●	People: By 2030, improve the lives of at least 10 million people through health and wellness programs, diversity and inclusion initiatives, improved workplace quality, and philanthropic efforts that improve local communities.
	•●	Planet: By 2030, reduce direct greenhouse gas emissions by ~~at least 25%~~50% and indirect emissions by 30% to align with science-based targets, reduce water use by at least 25%, use 100% renewable electricity in ~~company-owned~~Company-owned operations, and bring landfill waste to zero.
	•●	Product: By ~~2030,~~2025, eliminate all single-use plastics and reduce packaging weight by at least 25%, while also moving to 100% ~~recycled~~recycled/biodegradable polyester and sustainably sourced cotton.

	•●	~~providing additional sanitation~~The Compensation Committee oversees the Company’s human capital policies and ~~enhanced ventilation;~~strategies, including diversity, equity and inclusion (DE&I), pay equity and talent management.
	•●	~~implementing mandatory mask usage~~The Audit Committee considers the integrity of the Company’s ESG reporting frameworks and ~~social distancing measures;~~
	•	~~installing protective barriers, such~~controls, including the accuracy and consistency of ESG reporting and disclosures and evaluates environmental risks as ~~sneeze guards;~~
	•	~~limiting building occupancy and staggering work schedules;~~
	•	~~zoning employees to segregate work teams;~~

	•●	~~instituting temperature checks~~We exited 2021 with a stronger business and ~~daily digital health self-assessments;~~financial foundation, as well as a more attractive long-term growth profile relative to our pre-pandemic position. Hanesbrands delivered meaningful growth above pre-pandemic levels with full-year 2021 net sales 13% above 2019, adjusted operating profit 14% higher than 2019 and adjusted earnings per share 26% above 2019. The balance sheet also strengthened with leverage declining to 2.7 times on a net debt-to-adjusted EBITDA basis.
	•●	~~rigorous contact tracing, testing~~We raised our 2024 Full Potential financial targets as a result of increased consumer demand for our brands globally, the traction of our Full Potential growth strategy and ~~quarantining~~the proven ability of ~~employees when needed.~~our global team to execute and consistently deliver results, particularly in one of the most challenging macro environments in decades. The Company increased its 2024 revenue target to approximately $8 billion, which includes an increase in global Champion brand sales to approximately $3.2 billion; an increase in adjusted operating margin to approximately 14.4%; and an increase in cumulative three-year free cash flow to approximately $1.6 billion.
	●	We also increased capital returns to shareholders. In addition to our regular quarterly cash dividend, we announced a new a three-year $600 million share repurchase program. Based on our Full Potential plan targets, we expect to repurchase shares quarterly, beginning with the first quarter of 2022.
	●	Global Champion brand sales increased 25% and 20% compared to fourth-quarter and full-year 2019, respectively. The continued growth above pre-pandemic levels is driven by strong consumer demand across channels in the U.S., continued growth in Europe, the Americas and Australia as well as the ramp-up of partners in China.
	●	U.S. Innerwear sales increased 19% and 21% compared to the fourth-quarter and full-year 2019, respectively. For the full-year 2021, Innerwear’s market share increased approximately 150 basis points over 2019 with increased share positions in Men’s, Women’s, Kids and Socks.
	●	We continued the execution of our Full Potential growth plan, including investment in our iconic brands and the simplification of our business portfolio. As compared to 2019, global media and marketing investment increased nearly $30 million for the quarter and $70 million for the full-year, helping drive higher point-of-sale trends and increased market share. The Company made the decision to sell its European Innerwear and U.S. Sheer Hosiery businesses, milestones in our initiative to focus our portfolio on areas with the greatest potential for growth and returns.

	•●	We provide annual incentives designed to reward our executive officers for the attainment of short-term goals, and long-term incentives designed to reward increasing stockholder value over the short, medium and long term.
	•●	Performance-based and at-risk compensation represents ~~88%~~89% of our Chief Executive Officer’s total target direct compensation, reflecting the position’s highest level of accountability and responsibility for results.
	•●	Performance-based and at-risk compensation represents ~~72%~~74% of the average total target direct compensation for our other named executive ~~officers.~~officers, as further described in the Compensation Discussion and Analysis that begins on page 35.
	•●	In keeping with our pay-for-performance culture, we expect our executive officers to deliver overall results that exceed performance targets to receive above median market compensation. Below target performance is expected to result in below median market compensation.
	•●	Our compensation program is designed to reward exceptional and sustained performance. By combining a three-year vesting period for most equity awards with policies prohibiting hedging or pledging of ~~such~~our shares, a substantial portion of the value of our executives’ compensation package is tied to changes in our stock price, and therefore is at-risk, for a significant period of time. In addition, we have implemented a three-year performance period for all performance-based long-term incentive awards, beginning in 2022. The Compensation Committee believes this design provides an effective way to link executive compensation to long-term stockholder returns.
	•●	Outstanding equity awards ~~granted after January 1, 2019~~ are subject to “double-trigger” accelerated vesting in connection with a change in control, under which the vesting of awards will accelerate only if there is a qualifying termination of employment within two years after the change in control or if the surviving entity does not provide qualifying replacement awards.
	•●	Our Clawback Policy permits us to recoup cash- and equity-based incentive compensation payments in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Additionally, the terms of both our cash- and equity-based incentive compensation plans permit the recovery of incentive awards if a participant violates our Global Code of Conduct or engages in other activities harmful to the interests of the Company.


¹	For reconciliations of select GAAP and non-GAAP measures, see Appendix A. Unless otherwise noted, all 2019 comparisons are rebased to exclude the exited C9 Champion mass program and the DKNY intimate apparel license; see Appendix A.

~~Director Nominee Age~~		~~Director Nominee Tenure~~


		~~Proxy Summary~~

	•●	achieving key annual results and strategic long-term business objectives;
	•●	using an appropriate mix of cash and equity;
	•●	emphasizing a “pay-for-performance” culture;
	•●	effectively managing the cost of pay programs; and
	•●	providing a balanced total compensation program to help ensure senior management is not encouraged to take unnecessary and excessive risks that may harm the Company.

Fiscal 2021 Total Target Direct Compensation

~~Performance-Based and At-Risk~~ ~~Compensation: 88.4%~~		~~Performance-Based and At-Risk~~ ~~Compensation: 72.0%~~

CEO Potential Compensation Scenarios (Percentage of Total Compensation)

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		��	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Stephen B. Bratspies	2021	$	1,100,000	$	—	$	7,049,994	$	—	$	2,691,130		$	—	$	190,125	$	11,031,249
Chief Executive Officer	2020		458,333		—		2,812,505		655,689		803,150			—		99,388		4,829,065
Michael P. Dastugue	2021		500,000		—		1,013,319		—		815.494			—		70,463		2,399,276
Chief Financial Officer
M. Scott Lewis	2021		375,000		350,000		225,000		—		532,110			—		90,820		1,572,930
Chief Accounting Officer and Former Interim Chief Financial Officer	2020		361,790		700,000		175,001		—		439,009			—		40,564		1,716,363
Joseph W. Cavaliere	2021		623,719		—		1,519,996				1,017,278			—		264,618		3,425,611
Group President, Global Innerwear
Jonathan Ram	2021		637,500		—		1,520,000		—		779,816			—		89,418		3,026,734
Group President, Global Activewear
Michael E. Faircloth	2021		626,667				1,282,004		—		766,564			—		75,519		2,750,754
Group President, Global Operations	2020		588,511		—		1,282,009		—		415,187			31,843		75,202		2,392,753
Group President, Global Operations	2019		560,000		—		—		—		587,664			41,052		56,227		1,244,943

*	The Compensation Committee approved, at its December 2018 meeting, LTIP awards that were intended to serve as equity incentive compensation for the following fiscal year. On December 11, 2018, the Compensation Committee approved the 2019 LTIP awards, and the PSAs and RSUs that comprise the 2019 LTIP awards were granted to the named executive officers on that date. Pursuant to SEC rules we are required to include in our Summary Compensation Table the grant date fair value of equity awards in the fiscal year in which the award is granted. Therefore, in the table above, the grant date fair value for the 2019 LTIP awards is included in the stock awards column for fiscal year 2018. In December 2019, the Compensation Committee decided to begin approving LTIP awards in January of each year so that the Committee can have the benefit of greater visibility to the financial results for the prior year and the operating plan for the upcoming year when making such decisions. On January 28, 2020, the Compensation Committee approved the 2020 LTIP awards. The PSAs and RSUs that comprise the 2020 LTIP awards were granted to our named executive officers on that date. Therefore, no LTIP awards were granted to our named executive officers during our 2019 fiscal year and no stock awards are shown for 2019 in the table above.

>>	~~Please see page 55 for further explanation and detail.~~

1.	to elect ~~nine~~ten directors to serve on the Hanesbrands Board of Directors until Hanesbrands’ next annual meeting of stockholders and until their successors are duly elected and qualified;

2.	to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our ~~2021~~2022 fiscal year;

3.	to approve, on an advisory basis, named executive officer compensation as disclosed in the Proxy Statement for our ~~2021~~2022 Annual Meeting; and

4.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

		BY TELEPHONE In the U.S. or Canada, you can authorize a proxy to vote your shares toll-free by calling 1-800-690-6903.

		BY INTERNET You can authorize a proxy to vote your shares online at www.proxyvote.com.

		BY MAIL You can authorize a proxy to vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

Risk Oversight/ Management Experience	Served in senior leadership positions with large organizations and has experience with corporate risk management issues

Financial Literacy	Has management experience preparing or overseeing the preparation of financial statements

Chief Financial Officer Experience	Possesses financial acumen and an understanding of financial matters and the preparation and analysis of financial statements

International Business Experience	Served in senior leadership positions with companies engaged in international business

Corporate Governance Experience	Gained experience in corporate governance through service as a director of another public company

Risk Oversight/ Management Experience	Served in senior leadership positions with large organizations and has experience with corporate risk management issues

Financial Literacy	Has management experience preparing or overseeing the preparation of financial statements

Chief Executive Officer Experience	Has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company

International Business Experience	Served in senior leadership positions with companies engaged in international business

~~Industry~~ ~~Experience~~	~~Served in senior leadership positions with companies in the retail and consumer products industry~~

Extensive Knowledge of the Company’s Business	Has extensive knowledge of Hanesbrands’ business

Risk Oversight/ Management Experience	Served in senior leadership positions with large organizations and has experience with corporate risk management issues; reporting to the General Counsel, had responsibility for the staff and legal affairs for Boeing Commercial Airplanes, a business with annual revenue in excess of $20 billion

	Completed NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating commitment to Board-level cybersecurity risk oversight

Financial Literacy	Served as Vice President, Corporate Secretary and Assistant General Counsel of The Boeing Company, where he gained practical expertise in significant business and financial issues

Corporate Governance Experience	Gained substantial experience in the oversight and administration of governance policies and programs through service as a director of other public companies, as well as through his position as Corporate Secretary of The Boeing Company; gained additional experience in executive compensation as a member of the compensation committee and as the chair of the compensation committee for two other public companies

	•●	personal and professional ethics and integrity;
	•●	diversity among the existing Board members, including racial and ethnic background and gender;
	•●	specific business experience and competence, including whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company and whether the candidate has served in policy-making roles in business, government, education or other areas that are relevant to our global activities;
	•●	financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements;
	•●	the ability to represent our stockholders as a whole;
	•●	professional and personal accomplishments, including involvement in civic and charitable activities;
	•●	experience with enterprise level risk management;
	•●	educational background; and
	•●	whether the candidate has expressed a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively and is committed to service on the Board of Directors.

	•●	Chairman of the Board: Ronald L. Nelson;
	•●	Chief Executive Officer: Stephen B. Bratspies; and
	•●	Fully independent Audit, Compensation and Governance and Nominating Committees.

The Chairman of the Board chairs all meetings of the non-management and independent directors in executive session and also has other authority and responsibilities, including:
•
	●	presiding at all meetings of the Board;
•	●	advising the Corporate Secretary regarding the agendas for meetings of the Board of Directors;
•	●	calling meetings of non-management and/or independent directors, with appropriate notice;
•	●	advising the Board on the retention of advisors and consultants who report directly to the Board of Directors;
•	●	advising the Chief Executive Officer, as appropriate, on issues discussed at executive sessions of non-management and/or independent directors;
•	●	with the Chairman of the Compensation Committee, reviewing with the Chief Executive Officer the non-management directors’ annual evaluation of his performance;

•
	●	serving as principal liaison between the non-management and/or independent directors, as a group, and the Chief Executive Officer, as necessary;
•	●	serving as principal liaison between the Board of Directors and Hanesbrands’ stockholders, as appropriate, after consultation with the Chief Executive Officer; and
•	●	selecting an interim chair or lead independent director to preside over meetings at which he cannot be present.

Committee Membership
Audit Committee		Compensation Committee		Governance and Nominating Committee

Cheryl K. Beebe		Bobby J. Griffin		Geralyn R. Breig
Geralyn R. Breig		Franck J. Moison		Bobby J. Griffin
Franck J. Moison		Ronald L. Nelson		James C. Johnson*
Robert F. Moran*	~~Compensation Committee~~ ~~James C. Johnson~~ ~~Ronald L. Nelson~~	Ann E. Ziegler*	~~Governance and Nominating Committee~~ ~~James C. Johnson~~*	Ronald L. Nelson ~~Ann E. Ziegler~~
William S. Simon

	•●	an annual cash retainer of $105,000, paid in quarterly installments;
	•●	an additional annual cash retainer of $25,000 for the chair of the Audit Committee (Mr. Moran), $25,000 for the chair of the Compensation Committee (Ms. Ziegler) and $20,000 for the chair of the Governance and Nominating Committee (Mr. Johnson);
	•●	an additional annual cash retainer of $5,000 for each member of the Audit Committee other than the chair (Ms. Beebe, ~~(effective December 8, 2020),~~ Ms. Breig, Mr. Moison, Mr. Griffin ~~(effective April 28, 2020)~~(prior to October 1, 2021) and Mr. ~~Singer (prior to April 28, 2020)~~Simon (effective June 14, 2021));
	•●	an additional annual cash retainer of $2,500 for each member of the Compensation Committee other than the chair (Mr. ~~Griffin~~Johnson (prior to ~~April 28, 2020)~~October 1, 2021), Mr. ~~Johnson~~Griffin (effective October 1, 2021), Mr. Moison (effective October 1, 2021) and Mr. Nelson);

	•
	●	an additional annual cash retainer of $2,500 for each member of the Governance and Nominating Committee other than the chair ~~(Mr.~~(Ms. Breig (effective October 1, 2021), Mr. Griffin ~~(prior to April 28, 2020)~~(effective October 1, 2021), Mr. Nelson and Ms. ~~Ziegler)~~Ziegler (prior to October 1, 2021));
	•●	an additional annual cash retainer of $175,000 for the independent Chairman of the Board (Mr. Nelson); and
	•●	an annual grant of restricted stock units with a grant date fair value of approximately $150,000 that generally vest on the one-year anniversary of the grant date and are payable upon vesting in shares of Hanesbrands common stock.

	Fees Earned or		All Other
	Paid in Cash	Stock Awards	Compensation	Total
Name	($) (1)(2)	($) (2)(3)	($)	($)
Ronald L. Nelson	$281,365	$149,998	$—	$431,364
Ann E. Ziegler	153,865	149,998	—	303,864
Robert F. Moran	151,365	149,998	—	301,364
James C. Johnson	148,865	149,998	—	298,864
Geralyn R. Breig	106,365	149,998	—	256,364
Bobby J. Griffin	106,365	149,998	—	256,364
Franck J. Moison	106,365	149,998	—	256,364
David V. Singer (4)	35,717	50,004	—	85,722
Cheryl K. Beebe (5)	8,750	—	—	8,750

Name	Fees Earned or Paid in Cash ($) (1)(2)		Stock Awards ($) (2)(3)		All Other Compensation ($)		Total ($)
Ronald L. Nelson	$	285,000	$	149,999	$	—	$	434,999
Ann E. Ziegler		131,875		149,999		—		281,874
Robert F. Moran		130,000		149,999		—		279,999
James C. Johnson		126,875		149,999		—		276,874
Geralyn R. Breig		110,625		149,999		—		260,624
Bobby J. Griffin		110,000		149,999		—		259,999
Franck J. Moison		110,625		149,999		—		260,624
Cheryl K. Beebe		110,000		149,999		—		259,999
William S. Simon (4)		64,167		87,509		—		151,676

The Board as a whole is ultimately responsible for the oversight of our risk management function. The Board uses its committees to assist in its risk oversight function as follows:

The Board has delegated primary responsibility for the oversight of Hanesbrands’ risk management function to the Audit Committee.

The Audit Committee discusses policies with respect to risk assessment and risk management, including significant financial risk exposures and the steps our management has taken to monitor, control and report such exposures. Management of Hanesbrands undertakes, and the Audit Committee reviews and discusses, an annual assessment of Hanesbrands’ risks on an enterprise-wide basis. Hanesbrands conducts a rigorous enterprise risk management program that is updated annually and is designed to bring to the Audit Committee’s attention Hanesbrands’ most material risks for evaluation, including strategic, operational, financial, sustainability, cybersecurity, legal and regulatory risks. As part of our enterprise risk management program, we have begun and will continue to evaluate the actual and potential impacts of climate-related risks and opportunities on the Company’s business, strategy and financial planning in accordance with the frameworks developed by the Taskforce on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) frameworks.

The CompensationCommittee is responsible for the oversight of risk associated with our compensation practices and policies.

The Governanceand NominatingCommittee is responsible for the oversight of Board processes and corporate governance related risks. In addition, the Governance and Nominating Committee takes the lead in coordinating the Board’s ESG oversight activities.

Our Board of Directors maintains overall responsibility for oversight regarding the work of its various committees by receiving regular reports from the committee Chairs of the work performed by their respective committees. In addition, discussions with the Board about the Company’s strategic plan, consolidated business results, capital structure, acquisition-related activities and other business include consideration of the risks associated with the particular item under consideration.
The Board regularly reviews Hanesbrands’ cybersecurity and other technology risks, controls and procedures, and it receives reports from our Chief Executive Officer and Chief Digital Officer at least twice annually regarding our adherence to the National Institute of Standards and Technology (NIST) cybersecurity framework, as well as our plans to mitigate cybersecurity risks and to respond to any data breaches. Hanesbrands’ cybersecurity program is regularly audited by independent third parties against the NIST cybersecurity framework, and the Company incorporates regular information security training as part of its employee education and development program. In addition, the Company maintains cybersecurity insurance as part of its overall insurance portfolio.
Our Board also regularly receives reports from our Chief Executive Officer and Chief Sustainability Officer with respect to Hanesbrands’ climate-related risks, sustainability initiatives and our progress towards our long-term sustainability goals.