Scott K. Moore
About Scott K. Moore
Scott K. Moore is Divisional President, Robotics & Digital Solutions (RDS) at Hillman Solutions, serving in this role since May 2024 after acting as Chief Technology Officer from August 2022 to May 2024; prior roles include SVP IT for RDS (2018–2022) and MinuteKey (2011–2018), and CIO at AP‑Networks (2006–2011). He is 54 years old and part of the executive officer team listed in the 2025 proxy . Company performance metrics used in pay-versus-performance show cumulative TSR of $98.70 vs peer $187.80 since IPO baseline, net income of $17.3M, and Adjusted EBITDA of $241.8M for 2024 . Hillman’s incentive framework for NEOs in 2024 emphasized Adjusted EBITDA and Adjusted Leverage Ratio, with committee adjustments to exclude extraordinary items and M&A, signaling pay-for-performance rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hillman Solutions | Divisional President, Robotics & Digital Solutions | May 2024–present | Leads RDS (key/engraving/knife sharpening kiosks), accountable for segment performance and execution . |
| Hillman Solutions | Chief Technology Officer | Aug 2022–May 2024 | Enterprise technology leadership across Hillman, digital and robotics initiatives . |
| Hillman Solutions | SVP, IT – Robotics & Digital Solutions | Aug 2018–Aug 2022 | Scaled RDS IT post-MinuteKey acquisition, supported kiosk fleet . |
| MinuteKey | SVP, IT | 2011–Aug 2018 | Built digital/IT stack for robotic kiosks; MinuteKey later acquired by Hillman . |
| AP‑Networks | Chief Information Officer | 2006–2011 | Led data analytics/IT for oil & gas consultancy; performance improvement focus . |
External Roles
- Not disclosed in the 2025 proxy for Moore .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $285,000 | $285,000 | $350,000 |
| Target Bonus (% of Base) | 50% (NEO table indicates Moore at 50%) | 50% | 50% |
| Threshold / Max Bonus (% of Base) | 25% / 100% | 25% / 100% | 25% / 100% |
| Actual Performance Bonus Paid ($) | $13,673 | $141,018 | $250,696 (committee discretion to 150% of target) |
| Perquisites (Car allowance, annual $) | $8,400 | $8,400 | $8,400 |
Performance Compensation
| Metric | Weighting | FY 2024 Target | FY 2024 Actual Reported | FY 2024 Deemed Achievement (Committee) | Payout Factor |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $235,000k | $241,753k | $248,000k (excl. True Value charge; excl. Intex DIY) | 152.0% |
| Adjusted Leverage Ratio | 30% | 2.9x | 2.8x | 2.6x | 179.5% |
| Resulting Plan Bonus % (pre discretion) | — | — | — | — | 160.3% for NEOs |
| Moore Final Bonus % | — | — | — | — | 150.0% (aligned to RDS financial performance) |
| FY 2024 Equity Grants | Grant Date | Type | Shares/Options | Exercise Price | Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual equity | 3/7/2024 | RSUs | 12,716 | — | $124,998 |
| Annual equity | 3/7/2024 | Options | 27,488 | $9.83 | $124,999 |
- Equity vesting policy: RSUs granted in 2024 vest 100% on the third anniversary of grant; options vest 25% annually over 4 years; post-2021 awards do not have mandatory CIC acceleration (committee discretion) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 123,713 shares; <1% of class |
| Shares Outstanding Basis | 203,385,776 (incl. shares acquirable within 60 days) |
| Acquirable Within 60 Days | Options: 92,455 |
| RSUs/Options Outstanding at FY 2024 | RSUs: 15,090 (1/11/2022), 24,131 (8/1/2022), 14,253 (3/7/2023), 12,716 (3/7/2024); Options: 34,613 (exercisable, 8/10/2018), 34,242 (unexercisable, 8/1/2022), 8,364 (exercisable, 3/7/2023), 25,092 (unexercisable, 3/7/2023), 27,488 (unexercisable, 3/7/2024) with exercise prices/expirations per table . |
| Pledging/Hedging | Company policy prohibits pledging/hedging by directors and executive officers; none of reported shares are pledged . |
| Ownership Guidelines | Divisional Presidents: 2× base salary; 5-year compliance window from 7/14/2021 or role designation . |
| Outstanding Equity Awards (Moore) | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 8/10/2018 | 34,613 | — | $7.29 | 8/10/2028 | — | — |
| Stock Options | 8/01/2022 | 34,242 | 34,243 | $10.36 | 8/01/2032 | — | — |
| Stock Options | 3/07/2023 | 8,364 | 25,092 | $8.77 | 3/07/2033 | — | — |
| Stock Options | 3/07/2024 | — | 27,488 | $9.83 | 3/07/2034 | — | — |
| RSUs | 1/11/2022 | — | — | — | — | 15,090 | $147,882 |
| RSUs | 8/01/2022 | — | — | — | — | 24,131 | $236,484 |
| RSUs | 3/07/2023 | — | — | — | — | 14,253 | $139,679 |
| RSUs | 3/07/2024 | — | — | — | — | 12,716 | $124,617 |
Employment Terms
| Provision | Details |
|---|---|
| Role tenure | Divisional President (RDS) since May 2024; CTO Aug 2022–May 2024; SVP IT (2018–2022) . |
| Severance Plan (adopted 11/2/2023) | Applies to NEOs (incl. Moore). Without Cause/Good Reason (no CIC): 12 months base salary continuation, paid COBRA for 12 months, pro‑rated current‑year bonus based on actuals; with CIC (within 24 months): 12 months base, 100% of target bonus, 12 months COBRA, pro‑rated bonus based on actuals . |
| Good Reason (summary) | Material diminution of authority/duties; relocation >50 miles; reduction in base or bonus not broadly applied; 30‑day cure period . |
| CIC equity treatment | No mandatory acceleration under 2021 Plan; committee retains discretion; performance options vest only if performance conditions met (2014 Plan) . |
| Clawback | Compensation Recovery Policy for restatements due to material noncompliance; filed as Exhibit 97 to 10‑K . |
| Insider policy | Hedging/pledging/short sales prohibited for directors and executive officers . |
| Perquisites | Car allowance $700/month ($8,400/year) . |
| Estimated Payments (as of 12/28/2024) | Death/Disability/Exec Non‑renewal | Termination w/o Cause or Good Reason (no CIC) | Termination w/o Cause or Good Reason (within 90 days of CIC) | Change in Control (no termination) |
|---|---|---|---|---|
| Scott K. Moore ($) | — | $640,627 | $807,758 | — (assumes no discretionary acceleration and performance targets not met) |
Compensation Committee Analysis
- Consultant: Pearl Meyer engaged since 2021 for executive/director compensation, market data, and CEO transition support; committee deemed independent under SEC Rule 10C‑1 .
- Peer group (used for input, no fixed percentile targeting): Allegion, American Woodmark, Armstrong World Industries, Dorman, Floor & Decor, Gibraltar, Griffon, JELD‑WEN, Leslie’s, Lumber Liquidators, Masonite, PGT Innovations, Pool Corp, Richelieu, Simpson Mfg, SiteOne, Spectrum Brands, AZEK, Trex, YETI .
- 2024 relative positioning: Net sales at 32nd percentile; market cap at 21st percentile vs peer group (used as one factor) .
- Committee membership (2024): Aaron P. Jagdfeld (Chair), Diana Dowling, Diane Honda .
Performance & Track Record
- 2024 outcomes used in incentives: Adjusted EBITDA $241.8M and Adjusted Leverage 2.8x; committee excluded True Value bankruptcy charge and Intex DIY acquisition to assess management performance (deemed EBITDA $248.0M; leverage 2.6x) .
- Segment signal: Committee exercised discretion to reduce Moore’s bonus to 150% of target “to more closely align” with RDS segment results, indicating accountability for divisional performance .
- Company-wide PVP metrics: cumulative TSR $98.70; Net Income $17.3M; Adjusted EBITDA $241.8M for 2024; peer TSR $187.80 .
Equity Structure & Vesting Pressure
- 2024/2023/2022 RSU grants vest 100% on 3rd anniversaries; creates lumpy vesting events (12,716 RSUs from 3/7/2024; 14,253 from 3/7/2023; 24,131 from 8/1/2022; 15,090 from 1/11/2022) .
- Options laddered with expirations through 2034 (strikes $7.29–$10.36–$9.83), 25% annual vesting; some pre‑2021 options include performance‑based tranches tied to $12.50 20‑day VWAP, potentially delaying exercisability .
Say‑on‑Pay & Shareholder Matters
- 2025 advisory say‑on‑pay proposal recommended “FOR”; vote results not yet included in the proxy (meeting June 3, 2025) .
- Equity plan governance: no evergreen; no repricing without shareholder approval; 10‑year option/SAR terms; no tax gross‑ups; burn rate 0.93% in 2024 and 1.08% in 2023 .
Investment Implications
- Alignment: Moore’s pay structure is heavily performance‑linked (70% EBITDA/30% leverage), and the committee applied adjustments and discretion to tie payouts to segment results, supporting incentive integrity .
- Forward design: For 2025, the committee shifted NEO equity from options to PSUs (ROIC metric) and RSUs (50/50), which increases performance sensitivity and reduces reliance on time‑based options—positive for pay‑for‑performance signaling .
- Selling pressure: Upcoming 3‑year RSU cliffs (2022–2024 grants) and multiple option maturities through 2034 create periodic vest/exercise windows; however, hedging/pledging is prohibited and equity acceleration is discretionary under CIC, mitigating misalignment risks .
- Retention/CIC economics: Moore’s severance provides 12 months salary, COBRA, pro‑rated bonus (and 100% target bonus under CIC), which is moderate vs market and lacks tax gross‑ups—balanced retention without excessive parachute risk .