Austin Hawley
About Austin Hawley
Austin Hawley, CFA, age 48, is a long-tenured Diamond Hill investment professional appointed to the DHIL Board on May 27, 2025; he is not independent due to his employee status and will not serve on board committees . He joined Diamond Hill in 2008, serves as portfolio manager for Large Cap, Large Cap Concentrated and Select strategies, and previously worked at Putnam Investments; he holds a BA (history, cum laude) and MBA (with distinction) from Dartmouth College . He filed a Form 3 reporting beneficial ownership of 78,650 DHIL common shares as of May 30, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Hill Capital Management (DHCM) | Equity Analyst; Portfolio Manager (Large Cap, Large Cap Concentrated, Select) | 2008–present | Co-managed succession for DHIL’s largest strategy; established long-term alignment as PM |
| Putnam Investments | Investment Associate; Equity Analyst | 1999–2008 | Buy-side research; prepared for later PM responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no arrangements or family relationships noted |
Board Governance
- Appointment and status: Appointed May 27, 2025; board size increased from six to seven; determined not independent; will not serve on any board committees .
- Board/committee cadence: In 2024 the Board held five meetings and met in executive session at each regularly scheduled meeting; all directors met at least the 75% attendance expectation (pre-appointment for Hawley) .
- Director compensation program (context): Non-employee directors receive $40,000 cash plus ~$115,000 restricted stock; chair fees apply; Hawley, as an employee director, will not receive director compensation .
- Policies: Insider trading policy prohibits hedging, short selling, or derivative arrangements by employees and directors, strengthening alignment .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary (employee PM role) | $300,000 | $300,000 | Portfolio manager; employee director receives no separate director retainer |
Performance Compensation
| Component | 2024 (for 2023 performance) | 2025 (for 2024 performance) | Vesting / Metrics |
|---|---|---|---|
| Cash incentive award | $2,310,000 (paid Feb 2024) | $2,020,000 (paid Feb 2025) | Discretionary; company-wide incentive design emphasizes long-term results |
| Restricted stock (LTI) | $750,000 grant-date fair value (Feb 2024) | 33,000 shares; $4,915,020 aggregate grant-date fair value (2025) | 2024 LTI vests one-third on Apr 1, 2025/2026/2027 ; 2025 LTI cliff-vests Jan 1, 2030 |
Performance Metric Framework (Company-level)
| Metric | Program Use (Company disclosure) |
|---|---|
| Adjusted net operating income | Key company-selected measure linking pay vs performance (NEOs) |
| Adjusted operating profit margin | Considered in incentive design (NEOs) |
| Adjusted diluted EPS | Considered in incentive design (NEOs) |
| Long-term investment performance (rolling 5-year) | Primary focus for investment team incentives |
Note: DHIL discloses metrics used for NEOs and investment team alignment; Hawley’s individual incentive metrics are not separately specified beyond discretionary determinations .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company board service disclosed; no interlocks reported |
Expertise & Qualifications
- Capital allocation and valuation-driven investing; senior PM across firm’s flagship equity strategies .
- Formal credentials: CFA designation; MBA (Dartmouth Tuck) .
- Succession and continuity: Co-PM history and succession planning on Large Cap amid senior retirements supports continuity of returns and client confidence .
Equity Ownership
| Item | Amount | Ownership Form | Vesting / Pledge |
|---|---|---|---|
| Common shares beneficially owned | 78,650 | Direct (D) | No pledges disclosed on Form 3 |
| Shares outstanding (record date context) | 2,787,492 | — | — |
| Ownership as % of shares outstanding | ~2.8% (78,650/2,787,492) | — | Derived from reported holdings and record-date shares |
Vested vs Unvested (Known Awards)
- 33,000 restricted shares granted in 2025; cliff vest Jan 1, 2030 (unvested) .
- 2024 LTI award ($750,000 fair value) vests one-third on Apr 1, 2025/2026/2027 (unvested portions) .
- Company has not granted stock options in >10 years (no options outstanding) .
Fixed vs Equity Mix Trends
- Year-over-year signals: Cash incentive declined (2023→2024: $2.31M to $2.02M), while equity grants stepped up materially in 2025 (33,000 shares; $4.915M fair value), indicating stronger long-dated equity alignment and retention emphasis .
Insider Filings & Trades
| Form | Filing Date | Reported Holdings / Activity |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | May 30, 2025 | 78,650 DHIL common shares; Direct ownership; no derivatives listed |
Compensation Committee Analysis (Governance Quality)
- Composition: Entirely independent directors; chaired by Nicole R. St. Pierre .
- Consultant usage: Committee leverages McLagan and other specialists for asset management pay analytics; no percentile targeting; broad market view .
- Clawbacks: Company-wide compensation recoupment policies (and Nasdaq Rule 5608 executive clawback policy) covering incentive-based compensation; enhances pay-for-performance integrity .
- Related-party oversight: Audit Committee reviews related person transactions; in connection with Hawley’s appointment, ratified his employee compensation arrangements per Item 404(a) procedures .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 95% approval |
| 2024 | 96% approval |
Governance Assessment
-
Positives
- Deep firm-specific investment expertise, clear succession foundation on DHIL’s largest equity strategy; supports continuity of investment outcomes .
- Significant personal share ownership (78,650 shares), plus long-dated cliff-vest equity, aligning economic incentives with shareholders .
- Strong governance infrastructure: independent compensation committee and established clawback policies reduce compensation risk .
-
Risks / RED FLAGS
- Not independent director: employee status precludes committee service and may introduce perceived conflicts; board mitigates by excluding committee assignments and using independent committee oversight .
- Concentration risk tied to PM role: Large Cap strategy succession noted as a business risk; potential AUM/redemption sensitivity around team changes .
- Related-party exposure: Employee compensation requires ongoing related person review; Audit Committee ratified arrangements at appointment, but continued monitoring is advisable .
Overall signal: Hawley’s appointment adds investment acumen and ownership alignment to the board but reduces the proportion of independent directors; governance mitigants (committee exclusion and independent oversight) are in place, and his long-dated equity awards strengthen retention and investor alignment .