Daniel O’Leary
About Daniel O’Leary
Independent director since 2021 (age 69), Daniel O’Leary is Hillman’s Lead Independent Director and serves on the Audit and Nominating & ESG Committees. He is an independent consultant and former President/CEO and Chairman of Edgen Murray Corporation (energy infrastructure distribution), which he led through a management buyout, IPO in 2012, and sale to Sumitomo Corporation in 2013. He also serves as Lead Director at Vitesse Energy (NYSE: VTS) since 2023 and as a director at Custom Ecology, Inc.; prior board roles include Sprint Industrial (2017–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgen Murray Corporation | President & CEO; Chairman (from 2006) | 2003–2021 | Led management buyout; grew via acquisitions; took public in May 2012; sold to Sumitomo in 2013 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vitesse Energy, Inc. (NYSE: VTS) | Lead Director | 2023–present | Lead director designation |
| Custom Ecology, Inc. | Director | 2021–present | Board service |
| Sprint Industrial | Independent Director | 2017–2019 | Board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined O’Leary is independent under Nasdaq and SEC rules |
| Board role | Lead Independent Director (appointed Nov 2, 2023) with duties to approve information/agendas, chair meetings in Chairman’s absence, call/oversee executive sessions of non‑employee directors, liaise with Chairman, and lead board evaluation |
| Committees | Audit Committee member ; Nominating & ESG Committee member |
| Committee activity (2024) | Audit Committee held 5 meetings; Nominating & ESG held 4 meetings |
| Board attendance (2024) | Board met 6 times; each director attended at least 75% of aggregate meetings; all directors attended the 2024 Annual Meeting |
| Tenure & election | Elected at 2024 Annual Meeting for term expiring at 2027 Annual Meeting (declassification in effect by 2027) |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Cash fees (annual retainer + Lead Independent stipend) | $100,000 |
| Stock awards (RSUs grant date fair value) | $119,996 |
| Total | $219,996 |
Director fee policy (unchanged in 2024):
| Compensation Element | Amount (USD) |
|---|---|
| Annual cash retainer | $75,000 |
| Lead Independent Director retainer | $25,000 |
| Audit Committee chair retainer | $20,000 |
| Compensation Committee chair retainer | $17,000 |
| Nominating & ESG Committee chair retainer | $15,000 |
| Annual equity retainer (RSUs) | $120,000 |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance metrics | None disclosed for non‑employee director compensation; program consists of cash retainers and time‑based equity retainer RSUs |
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Ollie’s Bargain Outlet Holdings, Inc. (Nasdaq: OLLI) | Customer of Hillman; $0.6M excess inventory sales in 2024 | O’Leary has no disclosed role at OLLI; Hillman director John Swygert (Exec Chairman of OLLI) sits on Hillman’s Audit Committee alongside O’Leary; transactions reviewed under Related Party policy and approved by Audit Committee/Board |
Expertise & Qualifications
- Board’s skills matrix attributes O’Leary with finance, governance, human capital management, marketing/communications, mergers & acquisitions, senior leadership, and strategic management experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership | 42,236 shares (address: c/o Hillman, Forest Park, OH) |
| Ownership percent | Less than 1% of outstanding shares |
| Options/RSUs exercisable/vesting within 60 days (as of 4/1/2025) | None reported for O’Leary in 60‑day window |
| Pledged shares | None of reported shares are pledged |
| Hedging/pledging policy | Insider Trading Policy prohibits hedging and pledging by directors and executive officers |
| Director stock ownership guideline | Required to hold shares equal to 3x annual cash retainer; compliance within 5 years from later of July 14, 2021 or director designation (for O’Leary, by 2026) |
Insider Trades
| Date | Form | Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | Proxy states all applicable Section 16(a) reports were timely filed for 2024; specific Form 4 transactions not disclosed in proxy materials |
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Advisory Vote on 2023 NEO Compensation | 163,010,607 | 2,420,711 | 25,480 | 9,402,268 |
Election result (2024 annual meeting):
| Nominee | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Daniel O’Leary | 163,929,233 | 1,515,196 | 12,369 | 9,402,268 |
Governance reforms (2024 vote):
- Declassify board by 2027: Approved .
- Eliminate supermajority voting in charter/bylaws: Approved .
Governance Assessment
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Strengths:
- Independent status and appointment as Lead Independent Director with clear authority over agendas, executive sessions, and board evaluation, enhancing independent oversight .
- Active committee roles (Audit; Nominating & ESG) with regular meeting cadence (Audit: 5; Nominating & ESG: 4 in 2024) .
- Attendance expectations met in 2024 (≥75% of board and committee meetings; full attendance at 2024 Annual Meeting) supporting engagement .
- Alignment policies: prohibition on hedging/pledging and director stock ownership guidelines (3x cash retainer, five‑year timeline) .
- Shareholder‑friendly reforms (board declassification; elimination of supermajority requirements) indicate improving governance posture .
-
Watchpoints / potential conflicts:
- Related‑party transactions with Ollie’s ($0.6M in 2024) while an Ollie’s executive chairs Audit Committee peer Swygert; O’Leary sits on the Audit Committee overseeing such transactions. Policy requires Audit Committee review to ensure arm’s‑length terms; continued scrutiny advisable to avoid perceived conflicts .
- Director ownership guideline compliance status for O’Leary not explicitly disclosed; deadline by 2026 under guideline framework .
-
Shareholder sentiment:
- Strong support for O’Leary’s election and for say‑on‑pay suggests investor confidence in current board composition and compensation oversight .