Aaron P. Jagdfeld
About Aaron P. Jagdfeld
Aaron P. Jagdfeld, age 53, has served on Hillman’s Board since 2014 and is an independent director under Nasdaq and SEC rules. He chairs Hillman’s Compensation Committee. Jagdfeld is President & CEO of Generac Power Systems (since 2008) and has been a director of Generac since 2006; earlier roles at Generac include CFO (2002) and President (2007), and he began his career in Deloitte’s audit practice in Milwaukee (1993–1994). The Board cites his extensive management and financial experience as core credentials for Hillman’s oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generac Power Systems, Inc. | Chief Financial Officer | 2002 | Built finance leadership capabilities; precursor to CEO role |
| Generac Power Systems, Inc. | President (responsible for sales, marketing, engineering, product development) | 2007 | Expanded operating scope across commercial functions |
| Generac Power Systems, Inc. | President & Chief Executive Officer | Sep 2008–present | Executive leadership and public company oversight (Generac: NYSE: GNRC) |
| Deloitte & Touche (Milwaukee office) | Audit Practice | 1993–1994 | Early career in public accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generac Power Systems, Inc. (NYSE: GNRC) | Director | Nov 2006–present | Public company directorship; no HLMN-related transaction disclosed with Generac in Hillman’s related-party section |
Board Governance
- Committee assignments: Compensation Committee (Chair), with 5 meetings in 2024 .
- Independence: Determined independent under Nasdaq and SEC rules .
- Attendance: The Board held 6 meetings in fiscal 2024, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director is Daniel O’Leary; duties include executive sessions of non‑employee directors and significant role in Board evaluation .
- Committee compositions: All three standing committees (Audit, Compensation, Nominating & ESG) are composed exclusively of independent directors .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | 75,000 | Standard non‑employee director cash retainer |
| Compensation Committee Chair retainer | 17,000 | Additional cash retainer for Compensation Committee chair |
| Total cash fees (2024) | 92,000 | Paid to Jagdfeld in 2024 |
| Perquisites | 0 | Directors do not receive perquisites or personal benefits |
Director stock ownership guideline: 3× annual cash retainer, to be met within 5 years from July 14, 2021 or appointment date .
Performance Compensation
| Equity Component | 2024 Grant-Date Fair Value (USD) | Structure |
|---|---|---|
| Annual equity retainer (RSUs) | 119,996 | Standard annual director RSU grant sized at ~$120,000 fair value |
Compensation program metrics overseen by Jagdfeld as Compensation Committee Chair (NEO annual bonus framework in 2024):
| Metric | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|
| Adjusted EBITDA (USD ‘000) | 219,400 | 235,000 | 260,000 | 50% / 100% / 200% |
| Adjusted Leverage Ratio | 3.3 | 2.9 | 2.5 | 50% / 100% / 200% |
Actual 2024 deemed results after committee adjustments (extraordinary items and acquisition impacts excluded for incentive purposes):
| Metric | Target | Actual Reported | Deemed Achievement | Deemed Achievement to Target | Resulting Payout Factor (%) |
|---|---|---|---|---|---|
| Adjusted EBITDA (USD ‘000) | 235,000 | 241,753 | 248,000 | 105.5% | 152.0% |
| Adjusted Leverage Ratio | 2.9 | 2.8 | 2.6 | 112.4% | 179.5% |
Oversight safeguards:
- Clawback: Compensation Recovery Policy adopted and filed with 10‑K; applies to executive compensation upon restatement .
- Hedging/Pledging: Prohibited for directors and executive officers under Insider Trading Policy .
- Equity Grant Policy: Predetermined quarterly grant dates to avoid spring‑loading; grants typically approved in Q1 with pricing on next predetermined date during open window .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| Generac Power Systems, Inc. | External director, external CEO | Hillman’s proxy discloses related‑party transactions only with Ollie’s; no Generac-related transactions disclosed, and Compensation Committee interlocks/insider participation were none in FY2024 |
Expertise & Qualifications
- Board selection rationale: Extensive management and financial experience; CFO and CEO leadership across finance, operations, sales/marketing, engineering, and product development .
- Skills alignment: Finance and senior leadership are emphasized as relevant attributes for Hillman’s oversight; Board skills matrix highlights finance and strategic management among core Board competencies .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Instruments within 60 days | Pledged? |
|---|---|---|---|---|
| Aaron P. Jagdfeld | 197,061 | <1% | None (no RSUs or options vesting within 60 days) | None of the reported shares are pledged |
Stock ownership guidelines for non‑employee directors: required to hold shares equal to 3× cash retainer within five years; hedging/pledging prohibited by policy .
Governance Assessment
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Strengths
- Independent director and Compensation Committee Chair; committee composed solely of independent directors; 5 meetings in 2024 with explicit authority over compensation strategy and use of independent consultant Pearl Meyer .
- Robust safeguards: clawback policy; prohibition on hedging/pledging; equity grant timing controls to avoid spring‑loading .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended 2024 Annual Meeting .
- No Compensation Committee interlocks or insider participation in FY2024; reduces risk of pay-setting conflicts .
-
Watch items
- External CEO/director role at Generac: while no Generac-related transactions are disclosed by Hillman, continued monitoring of any supplier/customer overlaps or future related‑party dealings is prudent .
- Director ownership guideline compliance status for individual directors is not disclosed; monitor progress toward 3× retainer threshold given overall alignment focus .
-
Red flags
- None identified in Hillman’s proxy specific to Jagdfeld: no related‑party transactions involving him; Section 16(a) filings were timely; hedging/pledging prohibited; no perquisites paid to directors .