Amanda Kitzberger
About Amanda Kitzberger
Amanda Kitzberger is Hillman’s Chief Legal Officer and Secretary, a role she has held since February 2023; she previously served as VP, Human Resources & Administration (2021–2023) and Assistant General Counsel (2019–2021). She is 44 years old as disclosed in the latest proxy . Company performance context during her senior leadership tenure: 2024 cumulative TSR was $98.70 vs peer group $187.80, net income was $17.3 million, and Adjusted EBITDA was $241.8 million . Hillman’s executive pay program links pay to Adjusted EBITDA, free cash flow, revenues, net debt reduction, and adjusted leverage ratio .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hillman Solutions Corp. | Chief Legal Officer & Secretary | Feb 2023–present | Leads legal and corporate secretary functions |
| Hillman Solutions Corp. | VP, Human Resources & Administration | Jul 2021–Jan 2023 | Led HR and administrative functions |
| Hillman Solutions Corp. | Assistant General Counsel | 2019–2021 | Supported in-house legal matters |
| Clopay Plastic Products Co | Vice President & General Counsel | 2014–2018 | Oversaw legal operations |
| GOJO Industries, Inc. | In-house legal counsel roles | 2008–2014 | Corporate counsel responsibilities |
Fixed Compensation
- Not disclosed in the proxy because Kitzberger is not listed among Hillman’s named executive officers (NEOs) for 2024 .
Performance Compensation
- 2025 equity awards for NEOs shifted to 50% PSUs and 50% RSUs, with PSUs tied to return on invested capital (ROIC) .
- Equity grant timing follows a predetermined quarterly grant-date policy to avoid spring-loading; grants are approved in Q1 and made on the next predetermined date in the open window .
| Annual Bonus Framework (Company Program – 2024 NEOs) | |
|---|---|
| Metric | Weight (%) |
| Adjusted EBITDA | 70% |
| Adjusted Leverage Ratio | 30% |
| Long-term Incentive Mechanics (Company Program) | Vesting/Terms |
|---|---|
| RSUs (2024) | Vest 100% on 3rd anniversary of grant, subject to continued employment |
| Stock Options (2024) | Vest in 4 equal annual installments beginning 1-year post grant, subject to continued employment |
| PSUs (2025) | Metric: ROIC; mix: 50% PSUs/50% RSUs for NEOs |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Executive officers are prohibited from hedging or pledging Hillman securities .
- Clawback: The Compensation Recovery Policy provides for recoupment of executive compensation upon an accounting restatement; awards are also subject to forfeiture/disgorgement for violations of restrictive covenants and applicable laws/exchange standards .
| Beneficial Ownership (historical reference) | As of |
|---|---|
| Amanda Kitzberger – shares beneficially owned: 11,125 (includes shares acquirable upon option exercise); percentage: “*” (less than 1%) | July 20, 2021 |
| Executive Stock Ownership Guidelines | Multiple of Base Salary |
|---|---|
| Chief Executive Officer and Executive Chairman | 5x |
| Chief Financial Officer | 3x |
| Chief Operating Officer | 3x |
| Divisional Presidents | 2x |
| Other Executive Officers (includes Chief Legal Officer) | 1x |
| Compliance Timeline | 5 years from the later of July 14, 2021 or appointment date |
Employment Terms
- Executive Severance Plan (adopted Nov 2, 2023): Applies to NEOs (excludes Murphy and Ride); benefits include continued base salary, COBRA premiums (12 months for participating NEOs), and pro-rated performance bonus based on actual results; enhanced benefits if termination occurs within 24 months post change-in-control .
- Good Reason (plan definition, applicable to covered NEOs): Material diminution in duties/authority, relocation >50 miles, or base salary/bonus reduction not applied generally to peers; company cure right 30 days .
- Change-of-Control equity terms: For pre-2021 time-based awards, acceleration in a change-in-control; for all performance-based awards and time-based awards from 2021 onward, no mandatory acceleration upon change-in-control (company has flexibility to assume/substitute/cash-out or accelerate per plan terms) .
- Clawback and restrictive covenants: Awards subject to forfeiture/disgorgement for breach of non-compete, non-solicit, no-hire, non-disparagement, confidentiality, invention assignment and other covenants; also subject to Exchange Act Section 10D clawback requirements .
- Equity Grant Policy: Predetermined quarterly grant dates within open trading windows, at least two days post earnings, to avoid spring-loading .
- Benefits: Executives eligible for standard health benefits and 401(k) (50% match up to 6% of compensation); historical nonqualified deferred comp plan was frozen at end of 2021 .
Investment Implications
- Alignment: Anti-hedging/pledging and formal clawback policy reduce misalignment and enhance governance; stock ownership guidelines require a minimum ownership of 1x base salary for “other executive officers,” including the CLO, within five years .
- Pay-for-performance trend: 2025 shift to PSUs with ROIC for NEOs signals stronger performance linkage at the top; while Amanda’s specific award mix is not disclosed, this framework likely influences senior executive incentive design and retention dynamics .
- Retention and severance optics: Standardized severance/CIC terms for NEOs provide clear protections and reduce uncertainty; as Kitzberger is not a 2024 NEO in the proxy, her severance specifics are not disclosed, limiting direct assessment of retention risk .
- Performance backdrop: 2024 TSR underperformed the peer index, with Adjusted EBITDA up vs 2023 and positive net income, a mixed signal for incentive outcomes and future equity realizability .
Data gaps: The proxy does not disclose Kitzberger’s base salary, bonus targets/actuals, or individual equity grants/vesting; no Form 4 transaction analysis was available in the provided documents to assess insider selling pressure. All statements above are based on disclosed company-wide policies/practices and historical beneficial ownership data .