Gildan pays CEO US$27-million after return to the company following shareholder squabble

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When combined with a US$16-million severance payment to Vincent Tyra who served as CEO for four months, the compensation costs of the Gildan leadership transition topped US$45-million

Gildan Activewear Inc. CEO Glenn Chamandy, from left to right, with chairman Michael Kneeland and Browning West partner Peter Lee arrive to speak to the media following their annual meeting in Montreal, on May 28, 2024. Christinne Muschi/The Canadian Press Gildan Activewear Inc.

GIL-T paid nearly US$27-million last year to chief executive officer Glenn Chamandy, who returned in May to lead the company after a battle for control of the Canadian T-shirt maker. Combined with a US$16-million severance payment for Vincent Tyra, who served as CEO for a little more than four months during the period when Mr. Chamandy left the company, as well as retention payments for other executives, the compensation costs of the Gildan leadership transition topped US$45-million.



In December, 2023, Gildan’s board pushed out Mr. Chamandy in a dispute over succession and appointed Mr. Tyra as the new CEO.

The decision sparked a fight between the board and a group of Gildan institutional shareholders determined to bring back Mr. Chamandy, who co-founded Gildan in 1984 and built it into one of the world’s largest clothing manufacturers. In May, 2024, the company’s directors stepped down ahead of a shareholder vote that put Mr.

Chamandy back in control. Mr. Tyra subsequently left the company.

Gildan shareholders have warmly received the change: The company’s stock had risen more than 50 per cent until the U.S.’s recent global tariff turmoil erased most of the gains.

The details of CEO payments were contained in the company’s proxy circular released to shareholders in advance of its April 30 annual meeting. They put precise numbers on compensation matters that have appeared in past Gildan disclosures, as the company tallied the continuing costs of the shareholder fight. In its most recent annual report, released in March, Gildan estimates the proxy battle cost it US$89-million over two years – a figure that includes most, but not all, of the 2024 compensation attributed in the new proxy circular to the company’s top executives.

The biggest chunk of Mr. Chamandy’s US$26.91-million in 2024 pay is stock awards valued at US$23.

05-million. Of that, Gildan considers US$8.75-million to be his 2024 award and US$13.

12-milllion to be part of a new “aspirational incentive compensation plan,” or AIP. The company also reissued more than US$1-million stock awards cancelled by the previous Gildan board when it terminated Mr. Chamandy.

Mr. Chamandy waived all severance he was entitled to for his December, 2023, dismissal, and the company reduced his termination benefits in his new employment arrangement. The AIP requires Gildan stock to reach a price of US$100 a share – a doubling from when it was instituted – by Dec.

11, 2028, for a full payout. Gildan gave Mr. Chamandy 599,041 stock units for his AIP award, which would be worth nearly US$60-million at US$100 a share.

Gildan says in its circular that the board adopted the AIP last December to help achieve the goals of an “ambitious” operating plan created by investor Browning West, which led the proxy contest to reinstate Mr. Chamandy. Gildan says more than 200 executives are participating in the plan, which is completely at risk and will “share a portion of the value created for shareholders with plan participants.

” Mr. Chamandy made US$1.25-million in salary in 2024 and a bonus of US$2.

04-million. The company said it beat its goals for revenue and earnings, so Mr. Chamandy’s bonus came in above its target.

Mr. Tyra started with Gildan on Jan. 15, 2024, and resigned on May 23, 2024.

In May, 2024, Gildan’s prior board amended his standard severance arrangement to allow Mr. Tyra to resign and receive a lump sum payment. Gildan says Mr.

Tyra collected US$15.97-million when he resigned. With salary and other compensation from his four-plus months on the job, Mr.

Tyra’s 2024 pay amounted to US$17.04-million. Gildan said it paid retention awards of US$1.

5-million to each of chief financial officer Rhodri Harries and president of manufacturing Benito Masi and US$2.5-million to Chuck Ward, the president of sales, marketing and distribution. The awards all vested on Dec.

31, 2024. In February of this year, Mr. Harries announced he will retire on Jan.

1, 2026. He’ll serve as chief administrative officer until that date..