| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 11, 2023, Hanesbrands Inc. (the “Company”) announced the appointment of M. Scott Lewis as Chief Financial Officer and principal financial officer, effective immediately. Mr. Lewis will also continue to serve as the Company’s Chief Accounting Officer and principal accounting officer.
Mr. Lewis, age 52, has served as the Company’s Interim Chief Financial Officer since March 2023 and as Chief Accounting Officer since May 2015. He previously served as the Company’s Interim Chief Financial Officer from January 2020 through April 2021. Mr. Lewis also served as the Company’s Vice President, Tax from 2013 to 2015, as Vice President, Financial Reporting and Accounting in 2013, as Vice President, External Reporting from 2011 to 2013 and as Director, External Reporting from 2006 to 2011. Prior to joining the Company, Mr. Lewis served as senior manager with the accounting, audit, and tax consulting firm KPMG.
Effective upon his appointment as Chief Financial Officer, Mr. Lewis’ annual base salary rate will be $750,000, his target Annual Incentive Plan (AIP) award opportunity will be $750,000 (prorated for 2023 to reflect his target award before and after his appointment), and his target Long-Term Incentive Program (LTIP) award opportunity will be $1,500,000. In connection with the increase to his LTIP opportunity, Mr. Lewis received a supplemental equity compensation award under the Hanesbrands Inc. 2020 Omnibus Incentive Plan, as amended, on July 10, 2023 consisting of restricted stock units valued at $293,750 (which restricted stock units will generally vest in equal installments on each of the first three anniversaries of the grant date) and performance stock units valued (at target) at $293,750 (which performance stock units are subject to the same terms and conditions, including performance goals, as the performance stock units granted as part of the Company’s 2023 annual equity awards). Mr. Lewis will also be eligible to participate in the Company’s other employee benefit plans and arrangements on the same terms as the Company’s other similarly situated executive officers. The Company has previously entered into a Severance/Change in Control Agreement with Mr. Lewis on substantially the same terms and conditions as those set forth in the Form of Severance/Change in Control Agreement filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission February 8, 2023.
Mr. Lewis has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Lewis is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
