David A. Owens
About David A. Owens
Independent director of Hillman Solutions Corp. (HLMN), age 62, serving since 2018; Chair of the Nominating & ESG Committee. Background includes Executive Director of The Wond’ry (Vanderbilt’s center for innovation) since 2019, Professor of the Practice of Innovation at Vanderbilt since 1998, prior CEO of Griffin Technologies (2017–2018), and long-standing independent management consulting to Fortune 100 companies . The Board classifies him as independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Griffin Technologies | Chief Executive Officer | 2017–2018 | — |
| Independent Consultant (Fortune 100 clients) | Management Consultant | Since 1998 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Wond’ry, Vanderbilt University | Executive Director | Since 2019 | Center for creativity, innovation, design, and making |
| Vanderbilt Graduate School of Management | Professor of the Practice of Innovation | Since 1998 | — |
| Various corporations (consulting) | Independent consultant | Since 1998 | Fortune 100 client work |
Board Governance
- Committee assignments: Chair, Nominating & ESG Committee; committee members are Owens, Dowling, and O’Leary; 4 meetings in 2024 .
- Independence: Board determined Owens is independent; all committees comprised of independent directors .
- Attendance: Board met 6 times in FY2024; each director attended ≥75% of applicable meetings and all directors attended the 2024 annual meeting .
- Board leadership: Lead Independent Director role established (Daniel O’Leary); duties include agenda approval, chairing meetings in Chairman’s absence, calling executive sessions of non-employee directors, and liaison responsibilities .
- Policies supporting governance quality: Majority voting policy in uncontested elections ; prohibition on hedging and pledging for directors and executive officers ; related-party transaction policy overseen by the Audit Committee .
Fixed Compensation
| Component (Director 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Committee chair fee (Nominating & ESG Chair) | $15,000 | Owens as Chair |
| Meeting fees | $0 | Not part of policy; no perquisites |
| Cash earned (Owens) | $90,000 | Fees earned in 2024 |
| Stock ownership guideline (directors) | 3x annual cash retainer | Compliance within 5 years |
- Directors do not receive perquisites or personal benefits .
Performance Compensation
| Equity Component | 2024 Value | Instrument | Vesting |
|---|---|---|---|
| Annual equity retainer (policy) | $120,000 | RSUs | Not specifically disclosed for directors |
| Stock awards (Owens 2024) | $119,996 | RSUs (grant-date fair value) | Not specifically disclosed for directors |
- Plan governance: 2021 Equity Incentive Plan prohibits option/SAR repricing without stockholder approval; options must be at/above FMV; 10-year term cap; no tax gross-ups; administrator discretion to accelerate vesting (no automatic change-in-control vesting) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company boards (Owens) | None disclosed in the 2025 proxy |
| Notable interlocks on HLMN board | John Swygert is Executive Chairman of Ollie’s Bargain Outlet and an HLMN director; HLMN recorded $0.6M sales to Ollie’s in 2024 (inventory sales) |
Expertise & Qualifications
- Selected for financial and business experience; deep innovation leadership and academic credentials; long-term advisory/consulting exposure to Fortune 100 firms .
- Committee focus: oversees corporate governance policies/procedures; director qualifications and independence; board performance and ESG initiatives .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 81,683; <1% of class |
| Options exercisable/vestable within 60 days | 49,447 |
| RSUs within 60 days | — |
| Shares pledged as collateral | None; and hedging/pledging prohibited by policy |
| Director stock ownership guideline | 3x cash retainer within 5 years |
- Section 16(a) compliance: all applicable reports timely filed for FY2024 .
Governance Assessment
- Independence and committee leadership: Owens is independent and chairs the Nominating & ESG Committee, directly influencing director selection, board evaluation, independence reviews, and ESG oversight—supportive of board effectiveness .
- Engagement: Board met 6 times in 2024; directors met attendance expectations; Owens’s committee held 4 meetings—indicates active governance cadence .
- Alignment: Compensation mix for directors emphasizes equity (annual RSU grant ~$120k) alongside modest cash retainers; stock ownership guidelines (3x retainer) and prohibition on hedging/pledging strengthen alignment and mitigate misalignment risks .
- Conflicts/related-party exposure: No Owens-specific related-party transactions disclosed; Audit Committee screens transactions >$120k; noted board-level interlock via Ollie’s is disclosed and approved—limited scale ($0.6M) and transparent governance review .
- Red flags: None disclosed specific to Owens. Policies against hedging/pledging and majority voting in uncontested elections reduce governance risk .
Net implication: Owens’s profile (innovation, governance) and service as Nominating & ESG Chair support board refreshment and ESG oversight; compensation/ownership policies and attendance data support investor confidence with minimal conflict signals in current disclosures .