Megan Walke
HillenbrandAbout Megan Walke
Megan A. Walke is Interim Chief Financial Officer of Hillenbrand, Inc. (HI), appointed effective June 28, 2025; she is 46 and continues to serve concurrently as Vice President, Corporate Controller and Chief Accounting Officer, having been with Hillenbrand since 2011 and previously spending nearly a decade in public accounting at Ernst & Young . She signed Hillenbrand’s Q3 FY2025 Form 10-Q in her Interim CFO capacity, and management confirmed in October 2025 that the Interim CFO role continues during the pending transaction process . Hillenbrand ties executive pay outcomes to Adjusted EBITDA, Net Revenue/Order Intake, Cash Conversion Cycle (STIC) and to shareholder value creation and relative TSR (LTIC), anchoring pay-for-performance; FY2023 consolidated STIC results included Adjusted EBITDA of $518 vs. $552 target and a 39.5% Company Performance Factor, while FY2024 NEO STIC awards reflected a 53.3% Company Performance Factor under widened EBITDA curves .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hillenbrand, Inc. | Director, Financial Reporting | Aug 2014 – Feb 2022 | Led financial reporting; became Interim CAO in Feb 2022; signed SEC filings as Principal Accounting Officer |
| Hillenbrand, Inc. | Interim Chief Accounting Officer | Feb 16, 2022 – May 22, 2022 | Transition stewardship of accounting function amid CAO change |
| Hillenbrand, Inc. | Vice President & Chief Accounting Officer | May 23, 2022 – present | Principal Accounting Officer; SEC signatory on 10-K/10-Q |
| Hillenbrand, Inc. | Vice President, Corporate Controller | Noted by May 15, 2025 | Corporate controllership; continuity during CFO transition |
| Hillenbrand, Inc. | Interim Chief Financial Officer | Jun 28, 2025 – present | Interim finance leadership during CFO transition; SEC signatory |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ernst & Young | Public accounting professional | Nearly a decade | Foundation in audit/accounting; underpins internal control and reporting rigor |
Fixed Compensation
| Component | Amount/Terms | Effective date |
|---|---|---|
| Base salary | $230,000 annual base salary | May 23, 2022 |
| Target short-term bonus (STIC) | 40% of base salary | May 23, 2022 |
| Equity eligibility (LTIC) | Eligible to participate in annual equity-based awards under the LTIC plan | May 23, 2022 |
Performance Compensation
STIC design and payout curves
| Year | Metric | Weighting | Threshold payout | Target payout | Max payout |
|---|---|---|---|---|---|
| FY2023 | Adjusted EBITDA | 50% | 50% | 100% | 200% |
| FY2023 | Net Revenue / Order Intake | 25% | 50% | 100% | 200% |
| FY2023 | Cash Conversion Cycle (CCC) | 25% | 50% | 100% | 200% |
| FY2024 | Adjusted EBITDA | 50% | 33 1/3% payout at 80% of target (widened curve) | 100% | 200% |
| FY2024 | Net Revenue / Order Intake | 25% | 50% | 100% | 200% |
| FY2024 | CCC | 25% | 50% | 100% | 200% |
STIC FY2023 consolidated outcomes (Hillenbrand level)
| Metric | Weight | Target | Actual | Payout level | Company Performance Factor |
|---|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | 50% | $552 | $518 | 79% | 39.5% (consolidated) |
| Net Revenue (USD mm) | 25% | $3,211 | $2,866 | Below threshold (“–”) | 39.5% (consolidated) |
| CCC (days) | 25% | 57.1 | 77.3 | Below threshold (“–”) | 39.5% (consolidated) |
FY2024 NEO awards reflected an Applicable Company Performance Factor of 53.3% under the widened EBITDA curves .
LTIC structure (NEO design)
| Component | Proportion | Performance metric(s) | Measurement period |
|---|---|---|---|
| Time-based RSUs | 1/3 of grant value | Time-based vesting | Multi-year vesting |
| Performance-based RSUs (PSUs) | 2/3 of grant value | Shareholder value creation and relative TSR vs. S&P MidCap Industrial 400 peer set | 3-year measurement period |
Equity Ownership & Alignment
- Section 16(a) compliance: One late report in FY2022 for vesting of 950 RSUs with tax withholding as a result of administrative errors when serving as Vice President & Chief Accounting Officer .
- Pledging: None of the shares beneficially owned by directors or executive officers are pledged as security, per proxy disclosures .
- Stock ownership guidelines: Directors must hold a minimum ownership; similar ownership requirements apply to Named Executive Officers and other executive officers as described in CD&A (RSUs count; options/PSUs do not for holding purposes) .
Employment Terms
- Interim CFO appointment: Formally appointed Interim CFO effective June 28, 2025; concurrent roles retained; entered into a Change in Control Agreement consistent with other executive officers .
- Change-in-Control (CIC) agreement economics (company standard, updated through FY2024/FY2025 proxies):
- Double-trigger required (CIC plus qualified termination); severance equal to 2x base salary and 2x target STIC (3x for CEO) .
- Continued health insurance for 24 months (36 months for CEO); no excise tax gross-ups; “best net” cutback if applicable .
- Pro rata current-year STIC paid at the greater of target or actual achievement through termination date .
- Immediate vesting of all outstanding stock options and equity awards; performance awards settle at greater of target or actual for awards after Feb 11, 2021; target for earlier awards .
- Merger-related treatment (DEFA14A/8-K, Oct 2025):
- Equity awards at Effective Time: options/RSUs/PSUs canceled and settled for cash at the Merger Consideration per program terms within five business days; options at-or-above strike canceled without consideration .
- STIC and Key Executive STIC honored and paid per plan for the performance period in which the Effective Time occurs .
- Merger Closing deemed a “change in control” for plan purposes .
Investment Implications
- Retention risk moderated: Walke’s CIC agreement and “double-trigger” structure reduce near-term flight risk during the pending transaction and provide clarity on severance and equity treatment upon a qualified termination post-close .
- Pay-for-performance alignment: Participation eligibility in LTIC and STIC programs tied to Adjusted EBITDA, revenue/order intake, CCC, and relative TSR aligns cash and equity outcomes to operating and shareholder value metrics; FY2023 underperformance on revenue/CCC constrained payouts, evidencing discipline .
- Equity overhang resolution: Transaction mechanics cash-settle options/RSUs/PSUs at Effective Time, removing post-close equity overhang and potentially creating executive liquidity events; no pledging flag reported in proxies .
- Governance signals: No excise tax gross-ups and standardized CIC terms reflect shareholder-friendly practices; late Section 16 RSU vesting report in FY2022 appears administrative and isolated .
Management has indicated the Interim CFO role continues during the strategic process and that FY26 budgets and performance evaluation processes remain unchanged pending close, supporting operational continuity .