Philip K. Woodlief
About Philip K. Woodlief
Independent director of Hillman Solutions Corp. (HLMN), age 71, serving since 2015; currently Audit Committee Chair and designated audit committee financial expert under SEC and Nasdaq rules . Background includes CFO of Doane Pet Care, VP & Corporate Controller at Insilco, and earlier KPMG Peat Marwick (Energy & Natural Resources practice, progressed to Senior Manager); academic roles as Adjunct Professor at Vanderbilt (2010–2020) and Visiting Instructor at Sewanee (2017–2020) teaching financial statement analysis/research . The Board has affirmatively determined his independence under Nasdaq and SEC rules; all directors met at least 75% attendance in 2024 and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Doane Pet Care | Vice President & Chief Financial Officer | Prior to 2008 | Executive financial leadership |
| Insilco Corporation | Vice President & Corporate Controller | Prior to 1998 | Corporate controllership for diversified manufacturing |
| KPMG Peat Marwick | Energy & Natural Resources practice; progressed to Senior Manager | Began 1979 (end date not disclosed) | Financial reporting/audit expertise |
| Vanderbilt University (Owen GSB) | Adjunct Professor of Management; taught Financial Statement Research/Analysis | 2010–2020 | Finance/accounting instruction |
| Sewanee: The University of the South | Visiting Instructor of Accounting | 2017–2020 | Accounting instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sewanee St. Andrew’s School | Chairman, Board of Trustees | Current | Governance and finance oversight |
| Vanderbilt University (Owen GSB) | Masters of Accounting Advisory Board | Current | Academic advisory role |
| Founder Sport Group | Director | 2017–2020 | Prior board service (company not disclosed as public) |
Board Governance
- Committees and roles: Audit Committee Chair; audit committee members: Woodlief (Chair), Teresa Gendron, Daniel O’Leary, John Swygert .
- Audit committee expertise: Board determined Woodlief qualifies as an “audit committee financial expert” and is financially sophisticated per Nasdaq .
- Independence and attendance: Board determined Woodlief is independent; in 2024 the Board met 6 times, and each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Daniel O’Leary serves as Lead Independent Director with authority to call and oversee independent director sessions; duties include agenda review and executive sessions oversight .
- Committee meeting cadence: Audit Committee met 5x in 2024 (prior: 6x in 2023 , 7x in 2022 ).
| Committee | 2022 Meetings | 2023 Meetings | 2024 Meetings |
|---|---|---|---|
| Audit | 7 | 6 | 5 |
Fixed Compensation
- Non-employee director policy (2024): Annual cash retainer $75,000; Audit Chair additional $20,000; Compensation Chair $17,000; Nominating & ESG Chair $15,000; Lead Independent Director $25,000; annual equity retainer $120,000; directors receive no perquisites .
- Woodlief’s 2024 director compensation: Cash fees $95,000; Stock awards (RSUs) $119,996; Total $214,996 .
| Component | 2024 Amount ($) |
|---|---|
| Cash Fees | 95,000 |
| Equity (RSUs, grant-date fair value) | 119,996 |
| Total | 214,996 |
Year-over-year policy trend: equity retainer increased versus 2022 ($100,000 in RSUs), while cash chair fees remained similar (Audit Chair $20,000) .
Performance Compensation
- No performance-based pay for directors; annual equity retainer is RSUs (time-based), no meeting fees or discretionary bonuses disclosed for directors .
- Performance metrics: not applicable to director compensation structure (company’s performance metrics are used for executive bonuses, not for directors) .
| Performance Metric | Applies to Director Pay? |
|---|---|
| Adjusted EBITDA | No |
| Adjusted Leverage Ratio | No |
| TSR | No (used in pay-versus-performance disclosure for NEOs) |
Other Directorships & Interlocks
- Current public company boards for Woodlief: none disclosed .
- Interlocks/potential conflicts: HLMN sold $0.6 million of excess inventory to Ollie’s Bargain Outlet in 2024; HLMN director John Swygert is Executive Chairman of Ollie’s. Transactions are subject to the Board’s related party transaction policy and Audit Committee review .
Expertise & Qualifications
- Deep finance, accounting, and audit oversight expertise; designated audit committee financial expert .
- Executive experience (CFO, corporate controller) and academic instruction in financial statement analysis .
- Independent status affirmed by Board under Nasdaq/SEC standards .
Equity Ownership
- Beneficial ownership and derivative positions (as of proxy record dates). No pledged shares reported; insider policy prohibits director hedging/pledging .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned (#) | 66,984 | 91,683 | 71,904 |
| Percent of Class | <1% | <1% | <1% |
| RSUs eligible within 60 days (#) | 10,330 | 14,699 | — (none) |
| Options exercisable/within 60 days (#) | 49,447 | 49,447 | 29,668 |
| Pledged Shares | None reported |
Stock ownership guidelines: directors must hold shares equal to 3× annual cash retainer within 5 years from July 14, 2021 or appointment; individual compliance status not disclosed .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting voting results:
- Say-on-pay (advisory): For 167,697,660; Against 3,145,466; Abstain 21,534; broker non-votes 8,587,993 (≈98.16% approval of votes cast including abstentions) .
- Equity plan share increase: For 161,117,312; Against 9,739,432; Abstain 7,916; broker non-votes 8,587,993 .
- ESPP share increase: For 170,556,648; Against 301,644; Abstain 6,368; broker non-votes 8,587,993 .
- Auditor ratification: For 179,414,505; Against 26,728; Abstain 11,420 .
Related Party Transactions & Policies
- Related party policy requires Audit Committee review; evaluation includes arm’s-length terms and extent of related party interest .
- 2024 disclosed sales to Ollie’s ($0.6 million); Board states all such transactions were approved by Audit Committee or Board .
- Insider trading policy prohibits director/emergency officer hedging and pledging; clawback policy adopted for recovery upon accounting restatement and compliance with stock exchange rules .
Compensation Structure Analysis (Director)
- Mix remains heavily fixed cash plus time-based equity; no variable/performance-based components or meeting fees; directors do not receive perquisites .
- Equity retainer increased from $100,000 (2022) to $120,000 (2024), indicating a modest shift toward equity without adding performance conditions .
- Plan governance: explicit prohibition on option repricing without shareholder approval; director annual compensation cap $750,000; 10-year option/SAR maximum term .
Governance Assessment
- Strengths:
- Audit Chair with “financial expert” designation; strong audit/risk oversight credentials .
- Independence affirmed; robust policies on clawback, hedging/pledging, equity grant timing to avoid spring-loading .
- Transparent director compensation program; no perquisites; reasonable cash/equity retainer structure .
- Watch items / potential red flags:
- Interlock: sales to Ollie’s where a fellow HLMN director is Executive Chairman; mitigated by formal related party policy and Audit Committee oversight; continued monitoring warranted .
- Attendance disclosure is “at least 75%”; while compliant, investors often prefer near-100% attendance by committee chairs; company does not disclose individual attendance detail .
- Ownership alignment: while guidelines exist (3× cash retainer), individual compliance status is not disclosed; beneficial ownership is <1% of shares outstanding; options remain outstanding from legacy awards (trend declined to 29,668 within 60 days in 2025) .
Overall, Woodlief’s profile (independent, audit chair, financial expert) and the company’s governance policies support investor confidence in financial oversight. The Ollie’s related-party activity and limited disclosure of director-specific ownership guideline compliance are areas to track for potential governance risk drift .