Diane Honda
About Diane Honda
Independent director at Hillman Solutions (HLMN) since 2023; age 60 as of the 2025 proxy. Background spans Chief Administrative Officer and General Counsel roles at cybersecurity and software companies, with deep experience in human capital, legal, compliance, information security, and corporate governance. Currently CAO & General Counsel at Redis, Inc. (since Aug 2024); previously CAO, General Counsel & Secretary at Barracuda Networks through Jan 2024. Selected to Hillman’s Board for extensive cybersecurity, human capital, legal and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redis, Inc. | Chief Administrative Officer & General Counsel | Aug 2024–present | Executive leadership in legal and administration |
| Barracuda Networks | Chief Administrative Officer, General Counsel & Secretary | 2012–Jan 2024 | Built and led HR, Legal, Compliance, InfoSec, Real Estate functions |
| Fortune 50 and mid-size public companies | Technical and business operations roles | Prior to 2012 | Leadership and operations experience (summary in proxy bio) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lucidworks, Inc. (private) | Director; Audit Committee member | Current | Privately held AI-powered search applications provider |
Board Governance
| Topic | Detail |
|---|---|
| Board status | Independent director under Nasdaq/SEC rules |
| Committee assignments | Compensation Committee member (not Chair) |
| Lead Independent Director | Daniel O’Leary (role established Nov 2, 2023; continues as LID) |
| Board/committee meetings | 6 Board meetings in FY2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended 2024 annual meeting |
| Prior-year attendance | 5 Board meetings in FY2023; each director attended ≥75% of Board/committee meetings; all directors attended 2023 annual meeting |
| Years of service | Director since 2023 (standing for re‑election in 2025; declassification underway) |
| Governance policies | Clawback policy adopted; prohibition on director and executive hedging/pledging; equity grant timing policy |
Fixed Compensation
| Component | 2023 | 2024 | Policy/Notes |
|---|---|---|---|
| Cash retainer | $44,093 (prorated for partial year) | $75,000 | Annual board cash retainer $75,000 |
| Committee chair fees | N/A for Honda | N/A for Honda | Chair retainers: Audit $20,000; Compensation $17,000; Nominating & ESG $15,000 |
| Lead Independent Director fee | N/A | N/A | LID retainer $25,000 |
| Perquisites | None for directors | None for directors | |
| Equity retainer (RSUs grant-date value) | $120,238 | $119,996 | Annual equity retainer $120,000; subject to stock ownership guidelines (3x cash retainer; 5-year compliance window) |
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSU/option awards tied to financial/TSR metrics; annual equity is time-based RSUs with fixed grant-date fair value .
| Performance Metric | Applicability to Director Pay | 2023 | 2024 |
|---|---|---|---|
| Revenue/EBITDA/Leverage/TSR | Not used for director compensation | Not applicable | Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Honda |
| Private company boards | Lucidworks, Inc. (Director; Audit Committee) |
| Committee interlocks | Compensation Committee disclosed no interlocks or insider participation in FY2024 (FY2023 also none) |
Expertise & Qualifications
- Cybersecurity/information technology, human capital management, legal and corporate governance (Board selection rationale) .
- Board’s skills matrix shows IT/Cybersecurity capability represented on the Board and governance/finance/human capital strengths overall .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | 60‑day Acquirable (Options/RSUs) | Pledged? |
|---|---|---|---|---|
| Apr 1, 2024 | 14,699 | <1% | RSUs 14,699; Options 0 (60‑day window) | None of reported shares pledged |
| Apr 1, 2025 | 14,699 | <1% | RSUs 0; Options 0 (60‑day window) | None of reported shares pledged |
| Ownership guidelines | Non‑employee directors must hold shares equal to 3x annual cash retainer within 5 years; applies to Honda |
Related-Party Transactions & Conflicts
- No related-party transactions disclosed involving Ms. Honda .
- Company disclosed de minimis sales of excess inventory to Ollie’s Bargain Outlet ($0.6M in FY2024), where another director (John Swygert) serves as Executive Chairman; transactions approved under related-party policy and reviewed by Audit Committee .
- Company policy prohibits director and executive hedging/pledging; mitigates alignment risk .
Governance Assessment
- Positives: Independent director with relevant cybersecurity, legal, and human capital expertise; active service on Compensation Committee; strong attendance; equity-heavy director pay aligns with shareholders; prohibitions on hedging/pledging; majority voting and Board declassification initiatives improve governance .
- Considerations: Absolute ownership is modest (14,699 shares, <1% of class), typical for new directors; compliance with 3x retainer guideline has a 5-year runway (not disclosed whether already met) .
- No red flags: No attendance issues, no interlocks, no related-party transactions tied to Honda, no director perquisites .
Overall, Honda’s profile supports board effectiveness in cyber risk oversight and compensation governance with no disclosed conflicts or red flags; ownership alignment should increase over the mandated guideline horizon .