Douglas J. Cahill
About Douglas J. Cahill
Douglas J. Cahill, age 65, is Executive Chairman of Hillman Solutions Corp. since January 1, 2025; he has served as Chairman since 2014 and was President & CEO from 2019–2024 . During his CEO tenure, Hillman’s adjusted EBITDA was $241.8M in 2024, $219.4M in 2023, and $210.2M in 2022; 2024 net income was $17.3M; cumulative TSR (fixed $100 basis) stood at $98.7 in 2024 versus $166.7 for peer index . Cahill beneficially owns 6,826,657 shares (3.3% of outstanding) and is listed with 6,448,645 options exercisable within 60 days; no shares are pledged . Governance mitigants around his dual role include fully independent committees and a Lead Independent Director with defined powers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CCMP Capital | Managing Director; Investment Committee member; Executive Adviser prior | 2013–2019 | Private equity leadership; portfolio oversight; investment committee governance |
| Oreck | President & CEO | 2010–2012 | Led consumer durables manufacturer through operational initiatives |
| Doane Pet Care Company | President & CEO | 1997–2006 | Built private label pet food leader to sale to Mars Inc. in 2006 |
| Mars Petcare U.S. | President | 2006–2009 | Led U.S. petcare operations after Doane acquisition |
| Olin Corporation | Various managerial/executive roles | ~1984–1997 (13 years) | Diversified industrial experience in metals/chemicals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Junior Achievement of Middle Tennessee | Board Member | Ongoing | Community/education engagement; talent pipeline |
| Vanderbilt University Owen Graduate School of Management | Visitor Board | Ongoing | Academic-industry linkage; governance advisory |
| Mars Incorporated | Adviser | Appointed Jan 2009 | Strategic advisory in consumer/petcare |
| Banfield Pet Hospital | Director | 2006–2016 | Veterinary services oversight; industry network |
| Ollie’s Bargain Outlet (Nasdaq: OLLI) | Director | 2013–2016 | Discount retail strategy; retail channel insights |
| Jamieson Laboratories | Director | 2014–2017 | Consumer health products governance |
| Founder Sport Group | Director | 2016–2019 | Sporting goods manufacturing; operational guidance |
| Shoes for Crews | Director | 2015–2019 | Footwear manufacturing; operational guidance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 800,000 | 800,000 |
| Car Allowance ($ per month) | — | — | 700 |
Directors who are employees do not receive additional board cash/equity compensation beyond employee pay .
Performance Compensation
Annual Incentive Design (2024)
| Metric | Weighting | Threshold | Target | Maximum | Payout Curve |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $219,400k | $235,000k | $260,000k | 50% / 100% / 200% |
| Adjusted Leverage Ratio | 30% | 3.3x | 2.9x | 2.5x | 50% / 100% / 200% |
| Actuals (2024) | Reported | Committee-Adjusted | Achievement vs Target | Resulting Payout Factor |
|---|---|---|---|---|
| Adjusted EBITDA | $241,753k | $248,000k | 105.5% | 152.0% |
| Adjusted Leverage Ratio | 2.8x | 2.6x | 112.4% | 179.5% |
| CEO Bonus Outcome (2024) | Value |
|---|---|
| Target Bonus ($) | 800,000 |
| Bonus Actually Paid ($) | 1,282,400 |
| % of Target Paid | 160.3% |
Adjustments excluded a bankruptcy-related receivables write-off and a late-year acquisition; net effect raised Adjusted EBITDA by $6.2M and reduced leverage by 0.2x for bonus purposes .
Equity Awards and Vesting
| Grant Type | Grant Date | Shares (#) | Strike ($) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| RSU | 3/7/2024 | 114,445 | — | 1,124,994 | 100% vests on 3rd anniversary, subject to continued employment |
| Stock Option | 3/7/2024 | 247,394 | 9.83 | 1,124,999 | 25% per year over 4 years starting 1st anniversary |
2025 shift: NEO equity is 50% PSUs and 50% RSUs; PSUs use ROIC as the performance metric (indicates stronger pay-for-performance and reduced reliance on options) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (#, %) | 6,826,657 shares; 3.3% of class |
| Options exercisable within 60 days (#) | 6,448,645 |
| Pledged Shares | None (company states none are pledged) |
| Executive Stock Ownership Guideline | 5x base salary for CEO/Executive Chairman |
| Hedging/Pledging Policy | Prohibited for directors/executives under Insider Trading Policy |
| Clawback Policy | Recovery upon accounting restatement; plan-level forfeiture/disgorgement for policy/covenant breaches and as required by law/listing rules |
Outstanding Equity Awards (FY-end 2024)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Option | 7/29/2019 | 5,494,126 | — | 8.50 | 7/29/2029 |
| Option | 1/22/2021 | 408,437 | 136,146 | 10.00 | 1/22/2031 |
| Option | 1/11/2022 | 136,819 | 136,820 | 9.94 | 1/10/2032 |
| Option | 3/7/2023 | 71,429 | 214,289 | 8.77 | 3/7/2033 |
| Option | 3/7/2024 | — | 247,394 | 9.83 | 3/7/2034 |
| Unvested RSUs | Grant Date | Shares (#) | Market Value ($) |
|---|---|---|---|
| RSU | 1/11/2022 | 90,543 | 887,321 |
| RSU | 3/7/2023 | 121,721 | 1,192,866 |
| RSU | 3/7/2024 | 114,445 | 1,121,561 |
Employment Terms
Severance Plan – CEO/Executive Chairman (as of 11/2/2023; transition adjustments for 2025 noted)
| Scenario | Salary Continuation | Bonus Multiple (Target) | COBRA Premiums | Pro-rated Current-Year Bonus |
|---|---|---|---|---|
| Termination without Cause / Good Reason (outside CIC or >24 months post-CIC) | 18 months (Cahill) | 150% over 18 months (Cahill only) | 18 months (Cahill) | Yes (based on actual performance) |
| Termination within 24 months following CIC | 24 months (Cahill) | 200% over 24 months (Cahill only) | — (base policy mirrors above) | Yes |
2025 CEO transition: Adinolfi receives enhanced benefits equal to Cahill’s prior CEO terms; Cahill’s enhanced benefits revert to those of other NEOs prospectively .
Estimated Payments – As of 12/28/2024
| Scenario | Douglas J. Cahill ($) |
|---|---|
| Termination without cause / good reason / non-renewal by Company | 3,711,813 |
| Same within 90 days of a change in control | 4,521,617 |
Equity acceleration: 2021+ time-based and all performance-based awards do not have mandatory vesting on change in control; committee retains discretion to accelerate; pre-2021 time-based awards include mandatory acceleration on CIC .
Board Governance
- Role: Executive Chairman since 2025; Chairman since 2014; Director since 2014 .
- Committee structure: Audit, Compensation, and Nominating & ESG Committees—all independent; meeting counts (2024): Audit 5; Compensation 5; Nominating & ESG 4 .
- Committee chairs: Audit—Philip K. Woodlief; Compensation—Aaron P. Jagdfeld; Nominating & ESG—David A. Owens .
- Director independence: Board determined all non-employee directors to be independent under Nasdaq/SEC rules; Lead Independent Director (Daniel O’Leary) appointed 11/2/2023 with authority over agendas, executive sessions, liaison duties, and evaluations .
- Attendance: 6 board meetings in 2024; all directors attended ≥75% of meetings and the 2024 annual meeting; committees met in executive sessions regularly .
- Director compensation: Non-employee director retainers—$75,000 cash + $120,000 equity; additional chair/lead fees; employees (e.g., Executive Chairman) receive no incremental board compensation .
Performance & Track Record (Pay vs. Performance context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CEO SCT Total ($) | 1,578,261 | 3,349,100 | 2,619,285 | 3,642,885 | 4,351,230 |
| Compensation Actually Paid to CEO ($) | 4,823,414 | 8,165,216 | (2,579,710) | 6,663,136 | 4,453,502 |
| Hillman TSR (Value of $100) | 103.20 | 105.80 | 72.64 | 92.80 | 98.70 |
| Peer Group TSR (Value of $100) | 102.90 | 130.10 | 114.20 | 166.70 | 187.80 |
| Net Income ($000) | (24,499) | (38,332) | (16,436) | (9,589) | 17,255 |
| Adjusted EBITDA ($000) | 221,215 | 207,418 | 210,249 | 219,360 | 241,753 |
Most important performance measures linked to executive pay include Adjusted EBITDA, free cash flow, revenues, net debt reduction, and adjusted leverage ratio .
Compensation Structure Analysis
- Mix: CEO 2024 total of $4.35M comprised of salary $800k, options ($1.125M), RSUs ($1.125M), and annual bonus $1.282M; modest perqs ($18.8k) .
- Shift toward performance equity: 2025 grants move from options to PSUs (ROIC) + RSUs (50/50), increasing at-risk performance alignment and reducing reliance on options’ volatility .
- Peer benchmarking: Pearl Meyer advises; peer set of industrial/consumer names used for market reference without fixed percentile targeting; Hillman net sales and market cap were 32nd and 21st percentiles vs peers at evaluation .
- Governance features: Equity plan prohibits repricing/exchanges of underwater options without shareholder approval; requires FMV option pricing; 10-year max option term; no tax gross-ups; robust share-counting and limited transferability .
- Clawback/recoupment: Company-wide clawback policy for restatements per SEC rules; plan-level forfeiture/disgorgement for policy/covenant breaches, hedging/pledging limits, and legal/listing requirements .
Related Party Transactions and Red Flags
- Related party sales: $0.6M sales to Ollie’s Bargain Outlet in 2024; board member John Swygert is Executive Chairman at Ollie’s—transactions reviewed/approved under policy .
- Hedging/pledging: Prohibited for directors/executives; none of Cahill’s reported shares are pledged .
- Option repricing: Explicitly prohibited without stockholder approval (mitigates shareholder-unfriendly practices) .
- Section 16 filings: Company believes all were timely in 2024 .
Equity Ownership & Potential Selling Pressure
- Near-term vesting overhang: RSUs from 1/11/2022 vest at 3-year anniversary (expected early 2025); 3/7/2023 RSUs vest in 2026; 3/7/2024 RSUs vest in 2027—each may create selling windows; options vest annually from 2021–2024 grants, increasing exercisable float through 2028 subject to windows/policy .
- Options within 60 days: 6,448,645 options noted—large exercisable base could contribute to supply if exercised and sold, though pledging/hedging is barred and trading is governed by policy .
Director Compensation (for context)
| Element | Amount ($) |
|---|---|
| Annual cash retainer (non-employee directors) | 75,000 |
| Lead Independent Director add’l retainer | 25,000 |
| Audit Chair add’l retainer | 20,000 |
| Compensation Chair add’l retainer | 17,000 |
| Nominating & ESG Chair add’l retainer | 15,000 |
| Annual equity retainer | 120,000 |
Employees (e.g., Executive Chairman) receive no incremental board fees or equity . Directors are subject to a 3x cash retainer ownership guideline within 5 years .
Investment Implications
- Alignment: Large personal equity stake (3.3%) and prohibited pledging/hedging support alignment; ownership guidelines at 5x salary for Executive Chairman reinforce skin-in-the-game .
- Retention/transition risk: Severance economics are sizable (salary continuation and 150%/200% bonus multipliers) but standardized; 2025 role change rebalances Cahill’s benefits, while Adinolfi assumes enhanced terms, mitigating leadership continuity risk .
- Pay-for-performance: 2025 PSU adoption using ROIC and bonus metrics tied to Adjusted EBITDA/leverage improve incentive quality; committee’s targeted adjustments in 2024 were disclosed and modest .
- Trading signals: Upcoming RSU cliffs (2025/2026/2027) and ongoing option vesting may create episodic selling pressure; monitor Form 4s and blackout windows around these dates in light of Insider Trading Policy .
- Governance quality: Independent committees, Lead Independent Director powers, anti-repricing provisions, and clawbacks reduce governance risk despite an Executive Chairman structure .