Scott C. Ride
About Scott C. Ride
Scott C. Ride is President of The Hillman Group Canada ULC, having joined Hillman Canada as Chief Operating Officer in January 2015 after senior leadership roles at Husqvarna Canada (President, 2011–2014) and Electrolux (2005–2011) . He is 54 years old and listed among Hillman’s executive officers . Company performance context during his tenure shows steady net sales around $1.47–$1.49B and rising Adjusted EBITDA from $210.2M (2022) to a record $241.8M (2024), while cumulative TSR as of FY2024 reflected a $98.70 value of an initial $100 investment versus $187.80 for the Dow Jones U.S. Industrial Suppliers Index . The Canada segment he leads delivered Adjusted EBITDA of $15.8M in 2024 versus $15.3M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Electrolux | Senior Director of Marketing; VP & GM; President | 2005–2011 | Led progressively senior P&L and marketing roles in appliances |
| Husqvarna Canada | President | 2011–2014 | Led Canadian operations for outdoor power equipment |
| The Hillman Group Canada ULC | Chief Operating Officer | Jan 2015 | Joined Hillman to run Canadian operations; later became President |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in the proxy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 273,766 | 334,588 | 306,969 |
| Bonus Target as % of Salary | 50% | 50% | 50% |
| 2024 Non-Equity Bonus Target ($) | — | — | 153,484 |
| Discretionary Bonus ($) | 150,920 | — | 22,562 |
| Perquisites/Other ($) | 16,411 | 40,326 | 34,326 |
Perquisites detail (2024): Canadian deferred profit sharing contribution $26,793 and car allowance/personal use $7,533 .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual Reported | Deemed Achievement | Payout Factor |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($000) | 70% | 219,400 | 235,000 | 260,000 | 241,753 | 248,000 (ex-items) | 152.0% |
| Adjusted Leverage Ratio | 30% | 3.3 | 2.9 | 2.5 | 2.8 | 2.6 (ex-items) | 179.5% |
Committee adjustments excluded a $8.6M True Value bankruptcy write-off and $2.4M Intex DIY acquisition impact, increasing deemed Adjusted EBITDA by $6.2M and reducing leverage ratio by 0.2 .
Annual bonus outcomes (2024):
- Plan-based bonus calculated: $246,334 (160.5% of target)
- Discretionary adjustment: +$22,562
- Bonus actually paid: $268,896 (175.2% of target)
Multi-Year Summary Compensation (Scott C. Ride)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 273,766 | 150,920 | 219,992 | 219,784 | 20,122 | 16,411 | 900,995 |
| 2023 | 304,626 | — | 200,000 | 199,999 | 152,135 | 40,326 | 897,086 |
| 2024 | 306,969 | 22,562 | 249,997 | — | 246,334 | 34,326 | 860,188 |
Shift in mix: No option grant in 2024 (RSUs only), and for 2025 the company moved to 50% PSUs (ROIC metric) and 50% RSUs for NEO grants, replacing options (stronger performance alignment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 274,721 shares; less than 1% of outstanding; none pledged |
| Options Exercised in 2024 | 178,707 shares; $528,315 value realized |
| Deferred Compensation | No contributions/balance in 2024 |
| Hedging/Pledging Policy | Prohibits directors/executives from pledging, hedging, or short sales of Hillman securities |
Outstanding equity awards at FY2024 year-end:
- Options | Grant Date | Exercise Price ($) | Expiration | Exercisable (#) | Unexercisable (#) | Performance “Unearned” (#) | |---|---:|---|---:|---:|---:| | 2/12/2015 | 6.07 | 2/12/2025 | — | — | 145,046 | | 10/1/2017 | 6.07 | 10/1/2027 | — | — | 72,523 | | 7/30/2020 | 7.89 | 7/30/2030 | 115,377 | — | — | | 1/22/2021 | 10.00 | 1/22/2031 | 61,809 | 20,604 | — | | 1/11/2022 | 9.94 | 1/10/2032 | 33,444 | 33,445 | — | | 3/7/2023 | 8.77 | 3/7/2033 | 13,382 | 40,148 | — |
Vesting: Pre-2021 options included 50% time-based and 50% performance-based tranches (20-day VWAP ≥ $12.50); Ride’s 2020 options vest solely time-based; post-2021 options vest 25% annually over four years .
- RSUs (Unvested) | Grant Date | Unvested Units (#) | Market Value ($) | Vesting Terms | |---|---:|---:|---| | 1/11/2022 | 22,132 | 216,894 | 100% on third anniversary (expected 1/11/2025) | | 3/7/2023 | 22,805 | 223,489 | 100% on third anniversary (expected 3/7/2026) | | 3/7/2024 | 25,432 | 249,234 | 100% on third anniversary (expected 3/7/2027) |
Option/RSU vesting and exercise activity (2024):
| Name | Options Exercised (#) | Value Realized ($) | RSUs Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Scott C. Ride | 178,707 | 528,315 | — | — |
Employment Terms
- Employment agreement (Canada-based executive) provides on termination without cause or resignation for good reason:
- Continued base salary for 12 months; 50% of the “Termination Bonus Amount” (greater of average prior 3 years or last bonus), prorated current-year bonus, and 12 months of company-paid health, life, and disability benefits .
- “Good reason” includes material diminution in position/authority, relocation >75 miles, adverse bylaw changes to indemnification, or material breach not cured in 10 days .
- Severance and change-in-control scenario estimates (as of fiscal year-end): | Scenario | FY 2023 ($) | FY 2024 ($) | |---|---:|---:| | Termination without cause / resignation with good reason | 565,493 | 679,173 | | Same within 90 days of change in control | 603,569 | 679,173 | | Change in control (regardless of termination) | 38,075 | — |
Note: Equity awards generally do not have mandatory acceleration upon change in control under the 2021 plan; the Compensation Committee retains discretion to accelerate; legacy pre-2021 time-based options had different CIC provisions .
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($B) | 1.486 | 1.48 | 1.47 |
| Adjusted EBITDA ($M) | 210.2 | 219.4 | 241.8 |
| Cumulative TSR (Value of $100) | 72.64 (2022) | 92.80 (2023) | 98.70 (2024) |
Canada Segment:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Adjusted EBITDA ($M) | 15.311 | 15.780 |
Compensation Structure Analysis
- Cash vs equity mix: Ride’s option awards declined to $0 in 2024 (from $199,999 in 2023 and $219,784 in 2022), while RSU grants increased to $249,997 in 2024, reflecting a shift from options to full-value awards . For 2025, NEO equity design shifts to 50% PSUs (ROIC metric) and 50% RSUs, strengthening performance alignment and retention through multi-year vesting .
- Bonus design and outcomes: 2024 bonus weights 70% Adjusted EBITDA and 30% Adjusted Leverage Ratio; committee adjustments for extraordinary items raised deemed performance and payout factors, with Ride’s paid bonus at 175.2% of target based on Canada/industrial leadership .
- Clawback and trading policies: Company maintains a Dodd-Frank-compliant compensation recovery policy; hedging/pledging/short sales are prohibited for executives, reducing misalignment risks .
Equity Ownership & Alignment Details
- Ownership as % of shares outstanding: <1%; none of the reported shares pledged .
- Vested vs unvested: As of FY2024, unvested RSUs total 70,369 units across 2022–2024 grants; options include both time-based and older performance tranches with defined strikes/expirations (2015/2017 performance options vest only if 20-day VWAP ≥ $12.50) .
- Stock ownership guidelines: Not disclosed in the proxy. Insider trading policy restricts hedging and pledging .
Compensation Peer Group and Say-on-Pay
- Peer group (2024) used for benchmarking includes Allegion, Masonite, Simpson, AZEK, Trex, YETI, Spectrum Brands, SiteOne, PoolCorp, Gibraltar, American Woodmark, etc.; Hillman’s net sales at 32nd percentile and market cap at 21st percentile versus peers .
- Advisory say-on-pay resolution presented for shareholder vote; specific historical approval percentages were not disclosed in the proxy .
Investment Implications
- Alignment: Ride’s incentives are tied to Adjusted EBITDA and leverage outcomes with multi-year RSU/PSU vesting; the 2025 move to PSUs (ROIC) increases performance sensitivity and reduces windfall risk versus options .
- Selling/vesting pressure: 2024 saw sizable option exercises (178,707 shares, $528,315 value realized), and multiple RSU tranches vest in 2025–2027, which may create periodic liquidity events; hedging/pledging is prohibited and none of his shares are pledged, mitigating alignment concerns .
- Retention: Contract provides 12 months salary continuation and bonus components on termination, plus benefits continuity; potential payments are moderate compared to U.S. peers and not overly rich, suggesting balanced retention economics .
- Execution risk and performance: Hillman’s Adjusted EBITDA trend is positive and Canada segment EBITDA edged higher in 2024; Ride’s discretionary bonus uplift recognizes Canada/industrial leadership, indicating board confidence in his execution, but headline TSR lagged the industrial suppliers index, warranting continued focus on value creation .