Diana Dowling
About Diana Dowling
Independent director of Hillman Solutions Corp. since 2021; age 59. Committees: Compensation and Nominating & ESG. Background includes ownership/presidency of Be Worthy Foods (franchisee, since June 2024), prior innovation/strategy consulting (clients Epiq—blockchain/data privacy—and Pitney Bowes—mobile data/e‑commerce), CEO/Founder Two Hudson Ventures (start-ups and real estate), earlier VP Business Development at MaMaMedia, Director of Business Development at Hearst New Media, market research analyst at Tontine Partners, and analyst/associate at Bankers Trust. She previously served as Executive Director of Harvard Business School Alumni Angels NY and Co‑Chair of HBSCNY Entrepreneurship; selected for expertise in digital marketing, e‑commerce, data/analytics, innovation, new business development, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bankers Trust | Analyst and Associate | Not disclosed | Early-career finance and analysis experience |
| Tontine Partners | Market Research Analyst | Not disclosed | Research/analytics in investment context |
| Hearst New Media | Director of Business Development | Not disclosed | Digital/media BD leadership |
| MaMaMedia | VP Business Development | Not disclosed | Digital media start-up growth/partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Be Worthy Foods (franchisee) | Owner and President | Since June 2024 | Operates quick-service restaurant franchises |
| Two Hudson Ventures | CEO/Founder | Not disclosed | Early-stage investing and real estate |
| Lucidworks, Inc. (private) | Director; Audit Committee member | Current (not dated) | Governance and audit oversight for AI-powered search provider |
| Harvard Business School Alumni Angels NY | Executive Director | Not disclosed | Venture ecosystem leadership |
| HBSCNY Entrepreneurship | Co‑Chair | Not disclosed | Entrepreneurship community leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Dowling is independent under Nasdaq and SEC rules |
| Committees | Compensation Committee member; Nominating & ESG Committee member |
| Committee meeting cadence (FY2024) | Compensation: 5 meetings ; Nominating & ESG: 4 meetings |
| Committee chair roles | None; Compensation chaired by Aaron P. Jagdfeld; Nominating & ESG chaired by David A. Owens |
| Board attendance (FY2024) | Board held 6 meetings; each director attended ≥75% of Board and committee meetings; all directors attended 2024 Annual Meeting |
| Lead Independent Director | Daniel O’Leary (appointed Nov 2, 2023); duties include agenda/schedule approval, chairing meetings in Chair’s absence, calling executive sessions, liaison role, evaluation process |
| Board structure | Chair and CEO roles separated (Cahill as Executive Chairman; Adinolfi as CEO). Board declassification targeted by 2027 Annual Meeting |
| Risk oversight | Audit oversees financial/compliance/internal control risks; Compensation oversees comp risk; Nominating & ESG oversees governance/ESG risks |
| Policies bolstering governance | Clawback policy (Exhibit 97 to 10‑K); insider trading policy; prohibition on hedging/pledging for directors/executives; equity grant policy avoiding spring‑loading |
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Annual cash retainer | $75,000 |
| Director RSU grant (grant-date fair value) | $119,996 |
| Total director compensation (FY2024) | $194,996 |
| Perquisites | None; directors do not receive perquisites or personal benefits |
| Compensation Policy Element | Amount / Requirement |
|---|---|
| Annual equity retainer (policy) | $120,000 |
| Cash retainers for chairs (policy) | Audit Chair: $20,000; Compensation Chair: $17,000; Nominating & ESG Chair: $15,000 |
| Lead Independent Director retainer (policy) | $25,000 |
| Director stock ownership guideline | 3x annual cash retainer; achieve within 5 years from July 14, 2021 or appointment date |
Performance Compensation
| Performance Metric | Applied to Director Pay? | Notes |
|---|---|---|
| Any disclosed performance metrics tied to non‑employee director compensation | None disclosed | Proxy details director fees and RSUs without performance metric disclosure |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee/Interlock Notes |
|---|---|---|---|
| Lucidworks, Inc. | Private | Director | Audit Committee member; no public company interlock disclosed |
| Hillman related‑party context | — | — | Only disclosed related‑party transactions: $0.6M sales to Ollie’s in FY2024; involves director John Swygert at Ollie’s, not Ms. Dowling |
Expertise & Qualifications
- Digital marketing, e‑commerce, data/analytics, innovation, new business development, M&A; senior leadership across start‑ups and corporate roles .
- Committee service on Compensation and Nominating & ESG positions her at the nexus of pay governance, board refresh, and ESG oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of Apr 1, 2025) | 32,236; less than 1% of class |
| Shares outstanding basis | 203,385,776 shares (includes within‑60‑day option/RSU convertibles) |
| Pledging of shares | None of the reported shares are pledged |
| Options exercisable/unexercisable within 60 days | None reported for Ms. Dowling |
| RSUs vesting within 60 days | None reported for Ms. Dowling |
| Hedging/pledging policy | Prohibited for directors and executive officers |
| Ownership guidelines | Directors must hold ≥3x cash retainer within 5 years; individual compliance status not disclosed |
Governance Assessment
-
Strengths
- Independent status with active roles on Compensation and Nominating & ESG (key levers for pay, refreshment, and ESG oversight) .
- Clean related‑party profile for Ms. Dowling; no Dowling‑related transactions disclosed; company policy requires Audit Committee approval and market‑standard terms for any related‑party transactions .
- Alignment features: annual RSU grants and director ownership guidelines; hedging/pledging prohibited, supporting investor alignment .
-
Considerations
- Be Worthy Foods (QSR franchisee) is an operating business under her ownership; no conflicts disclosed, but continued monitoring advisable in case Hillman’s channels overlap with her franchise operations .
- Board attendance disclosure is aggregate (≥75%); individual committee attendance rates are not provided—continued tracking of engagement would improve transparency .
-
RED FLAGS
- None disclosed specific to Ms. Dowling: no Section 16 delinquency, legal proceedings, hedging/pledging, or related‑party transactions tied to her .
Overall, Ms. Dowling’s digital and innovation background complements Hillman’s retail and omnichannel footprint, while her positions on Compensation and Nominating & ESG provide direct influence over pay-for-performance alignment and governance quality. The absence of disclosed conflicts, combined with restrictive insider policies and ownership guidelines, supports investor confidence; ongoing monitoring of external business interests and individual attendance metrics remains prudent .