Jon Michael Adinolfi

About Jon Michael Adinolfi

Jon Michael Adinolfi, age 49, is Hillman’s President and Chief Executive Officer (CEO) and a director, roles he has held since January 1, 2025; he previously served as Chief Operating Officer (June 2023–Dec 2024) and Divisional President, Hillman U.S. (2019–2023) . He brings operating, retail, and finance expertise from prior leadership roles at Stanley Black & Decker (President U.S. Retail; President Hand Tools; CFO North America, CDIY) and Crown Bolt . Company pay-versus-performance disclosures show Adjusted EBITDA of $241.8M in 2024 (vs. $219.4M in 2023), and cumulative TSR of $98.70 (base $100), contextualizing performance into his CEO transition year .

Past Roles

External Roles

• No current external public company directorships or committee roles disclosed for Mr. Adinolfi in the proxy biography .

Fixed Compensation

• 2025 updates: Base salary increased to $700,000 effective with CEO role; target bonus increased to 100% of base salary .

Performance Compensation

• Annual bonus framework (2024): Metrics and weights were Adjusted EBITDA (70%) and Adjusted Leverage Ratio (30%); payout scale 50% at threshold, 100% at target, 200% at maximum .

• Notes: Committee excluded impact of True Value bankruptcy write-off and Intex DIY acquisition for compensation purposes, raising Adjusted EBITDA by $6.2M and improving leverage by 0.2x for payout determination .

• Long-term incentives:
  • 2024: Awarded RSUs (38,148 shares; cliff vest at 3 years) and stock options (82,464; 10-year term; 25% per year over 4 years; $9.83 strike) .
  • 2025: Shifted to performance stock units (PSUs) using ROIC as the performance metric; mix is 50% PSUs / 50% RSUs for NEOs (including CEO) .

Equity Ownership & Alignment

• Beneficial ownership, April 1, 2025:
  • Total shares beneficially owned: 960,199; less than 1% of outstanding .
  • Options exercisable within 60 days: 679,947 (included in beneficial ownership); RSUs within 60 days: none .
  • None of the reported shares are pledged; insider policy prohibits pledging/hedging/short sales by directors and executive officers .

• Outstanding equity at 12/28/2024 (CEO-specific):
  • Options: multiple grants outstanding; selected details below.
  • RSUs: vesting mostly on the 3rd anniversary; one large 6/7/2023 grant vests 50%/25%/25%.

• Upcoming vesting and potential selling pressure (from award terms):

  • Options granted in 2024 vest 25% per year starting 3/7/2025; earlier option grants follow 4-year ratable vesting from grant anniversary .
  • RSUs generally vest 100% on the 3rd anniversary of grant; the 6/7/2023 291,036 RSU grant vests 50% on 6/7/2026, 25% on 6/7/2027, 25% on 6/7/2028, subject to service . The 1/11/2022 RSUs were scheduled to vest on 1/11/2025 .

• Stock ownership guidelines: CEO must hold shares equal to 5x base salary; achievement required within five years of designation (for CEO Adinolfi, five years from 2025) . For context, the 2025 CEO base is $700,000, implying a guideline value of $3.5 million based on policy multiples .

• Hedging/pledging: Prohibited by insider trading policy; company enforces equity grant timing policy to avoid spring-loading optics .

Employment Terms

• Executive Severance Plan (effective Nov 2, 2023): In connection with the 2025 CEO transition, Mr. Adinolfi receives the same enhanced benefits that previously applied to the CEO (Mr. Cahill) .

  • Termination without Cause / Good Reason (no CIC, or >24 months post-CIC): 18 months base salary continuation; 150% of target bonus paid over 18 months (CEO level); company-paid COBRA for 18 months; pro-rated bonus for year of termination based on actual results .
  • Termination without Cause / Good Reason within 24 months after a Change in Control: 24 months base salary continuation; 200% of target bonus paid over 24 months (CEO level); company-paid COBRA for 24 months; pro-rated bonus for year of termination based on actual results .
  • “Good reason” includes material diminution of duties, relocation >50 miles, or reduction in salary/bonus (with cure period) .

• Equity upon Change in Control: 2021 Equity Incentive Plan awards have no mandatory acceleration; the committee may accelerate at its discretion. Performance-based options under the 2014 plan vest if the transaction triggers achievement of performance conditions; time-based options under 2014 have largely fully vested due to elapsed schedules .

• Clawback: Compensation Recovery Policy adopted and filed as Exhibit 97 to 10-K (recoupment upon restatement) .

• Perquisites: Car allowance $700 per month included in “All Other Compensation” disclosures .

Board Governance

• Board service: Director since 2025; nominee for a term expiring in 2026 under the ongoing declassification plan (Board to be fully declassified by 2027) . As an employee-director, he is not considered independent under Nasdaq/SEC definitions; committees are composed exclusively of independent directors .

• Leadership structure and dual-role implications:

  • CEO and Chairman roles are separated: Douglas J. Cahill is Executive Chairman; Daniel O’Leary is Lead Independent Director with defined authorities (agenda-setting, executive sessions, liaison) .
  • This separation, independent committees, and LID oversight mitigate typical CEO+director dual-role independence concerns .

• Committee assignments and director pay:

  • Mr. Adinolfi is not listed on Audit, Compensation, or Nominating & ESG committees (all independent) .
  • Employee-directors do not receive additional director cash/equity compensation beyond their employee pay .

• Board attendance: In 2024, each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting (contextual governance quality metric) .

Multi‑Year Compensation (NEO disclosure)

• 2024 “All Other” detail (401k match, car allowance, insurance): $18,811 total for Mr. Adinolfi (including $10,141 401(k) match; $8,400 car allowance; $270 life insurance) .

Compensation Structure Analysis

• Pay mix evolving toward performance equity: 2025 awards move from options-heavy to 50% PSUs (ROIC metric) and 50% RSUs—greater direct linkage to capital efficiency and multi-year performance vs. share-price convexity of options .
• Annual bonus design anchored to deleveraging and profitability: 2024 weighting favored Adjusted EBITDA (70%) and Adjusted Leverage Ratio (30%) with upside to 200% of target .
• Use of discretion: The Compensation Committee excluded one-time True Value bankruptcy write-off and unplanned M&A (Intex DIY) impacts in 2024, increasing bonus payouts (CEO paid 160.3% of target). While arguably reasonable, this introduces discretion risk if repeated .
• Governance safeguards: No tax gross-ups under the 2021 plan; explicit anti-repricing without shareholder approval; clawback policy in place; prohibition on hedging/pledging .

Compensation Peer Group (used for 2024 decisions)

Peer set includes: Allegion, American Woodmark, Armstrong World Industries, Dorman Products, Floor & Decor, Gibraltar Industries, Griffon, JELD‑WEN, Leslie’s, Lumber Liquidators, Masonite, PGT Innovations, Pool, Richelieu Hardware, Simpson Manufacturing, SiteOne, Spectrum Brands, The AZEK Company, Trex, YETI. Hillman’s net sales ranked ~32nd percentile and market cap ~21st percentile within the peer set; no fixed target percentile used for pay positioning .

Related Party Transactions and Risk Indicators

• Related party transactions disclosed involved sales to Ollie’s Bargain Outlet ($0.6M in 2024) due to a director’s executive role there; no related transactions were disclosed involving Mr. Adinolfi personally .
• Section 16 compliance: All applicable insider ownership reports believed timely for 2024 .
• Option/RSU repricing: Prohibited without shareholder approval; equity plan reflects “good governance” practices .

Board Service Details (Director-Specific)

• Service history: Director since 2025; current term runs to 2026 under declassification plan .
• Independence: As CEO, not independent; Board determined all non-employee directors are independent per Nasdaq/SEC .
• Committees: No committee memberships listed for the CEO; all committees chaired by independent directors .
• Director equity ownership guidelines apply to non-employee directors (3x annual cash retainer); not applicable for him as an employee-director .

Investment Implications

• Alignment: 2025 shift to ROIC-based PSUs + RSUs improves pay-performance alignment and reduces option-driven risk-taking; hedging/pledging prohibitions and stock ownership guidelines (5x salary for CEO) bolster alignment .
• Near-term supply from vesting: Large RSU cliffs begin in mid‑2026 (e.g., 145,518 shares vesting 6/7/2026 from the 291,036 grant; other 2023–2024 RSUs vest on 3‑year anniversaries), which can create sell‑pressure unless offset by 10b5‑1 programs or retention holds .
• Retention/termination economics: CEO severance is sizable (18–24 months’ salary plus 150–200% of target bonus, plus pro‑rated bonus and benefits), implying moderate change‑of‑control and turnover cost; equity does not automatically accelerate under the 2021 plan, mitigating windfall risk .
• Risk watch‑items: The 2024 bonus relied on Compensation Committee discretion to exclude bankruptcy and M&A effects, boosting payouts to 160.3% of target; repeated discretionary adjustments would be a red flag for pay discipline .

Sources: 2025 DEF 14A proxy (April 21, 2025) –.