Not independent
Tenure on this board
1.3 yrs
6 nominees · 3 ballot items.
Elect six directors for terms expiring in 2027; approve, on a non-binding advisory basis, the compensation of the Company's named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026.
Election of six incumbent director nominees (Jon Michael Adinolfi, Douglas J. Cahill, Diane C. Honda, Aaron P. Jagdfeld, David A. Owens, and Philip K. Woodlief) to serve until the 2027 Annual Meeting; uncontested election requiring more votes "FOR" than "AGAINST.
Non-binding, advisory vote asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the CD&A, compensation tables, and narrative discussion).
This proposal requests a non-binding advisory approval (a 'say-on-pay' vote) of the compensation paid to Hillman’s named executive officers as disclosed in the proxy statement. Management and the Compensation Committee designed the program to align executive pay with company performance through a mix of base salary, annual performance-based bonuses tied to Adjusted EBITDA, Adjusted Leverage Ratio, and Net Sales, and long-term equity incentives (PSUs tied to ROIC and time‑based RSUs). The proposal is intended to give shareholders a formal mechanism to express support or concern about pay practices; although advisory, the Board and Compensation Committee state they will consider the vote results when setting future compensation. Key contextual elements include a CEO transition in 2025, enhanced severance arrangements under a standardized Executive Severance Plan, clawback/compensation recovery policy, and PSUs that vest based on three‑year ROIC performance—features that emphasize pay-for-performance but also provide retention protections. Management seeks approval to validate its compensation philosophy and to demonstrate shareholder support for current arrangements, citing market benchmarking, use of a compensation consultant, and a structured peer group. A failure of the proposal would likely trigger intensified shareholder engagement and could prompt revisiting incentive designs or disclosure; conversely, strong support reinforces current practices while still leaving discretion to refine program details. Because the vote is non-binding, direct governance consequences are limited, but reputational and advisory impacts on the Compensation Committee are material; the proxy notes the next advisory vote will occur at the 2027 Annual Meeting. Overall, the Board recommends a vote FOR because it believes the mix of metrics, equity and cash incentives, and governance safeguards appropriately align executive interests with long‑term stockholder value while providing competitive retention tools.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP to serve as Hillman’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | REINHART PARTNERS, LLC. | 5.8% | 11,443,162 | $95M |
| 2 | BANK OF MONTREAL /CAN/ | 5.3% | 10,364,540 | $86M |
| 3 | FMR LLC | 5.0% | 9,897,306 | $82M |
| 4 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.0% | 9,766,165 | $81M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 9,194,698 | $76M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 8,794,485 | $73M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 8,742,951 | $73M |
| 8 | Jefferies Financial Group Inc. | 4.1% | 7,988,203 | $66M |
| 9 | AMERICAN CENTURY COMPANIES INC | 4.0% | 7,805,474 | $65M |
| 10 | BlackRock, Inc. | 3.6% | 7,002,457 | $58M |
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