Teresa Gendron
About Teresa Gendron
Independent director of Hillman Solutions Corp. (HLMN) since 2021; age 55; serves on the Audit Committee. Former CFO of Markel Corporation (Mar–Dec 2023) and Jefferies Financial Group (2014–2023), with prior senior financial roles at Gannett and NII Holdings. The Board classifies her as independent under Nasdaq/SEC rules, explicitly considering Jefferies’ lending and investment banking relationship with Hillman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Markel Corporation | Chief Financial Officer | Mar 2023 – Dec 2023 | Senior finance leadership |
| Jefferies Financial Group | Chief Financial Officer; prior VP | 2014 – 2023 | Senior finance leadership; relevant to lender/banking relationship |
| Gannett Co., Inc. | Vice President & Controller; performed Chief Accounting Officer duties | 2011 – 2014 | Public company reporting |
| NII Holdings, Inc. | Vice President & Controller; Finance Director | Joined 1998 (dates not otherwise specified) | Telecom finance operations |
External Roles
No other public company directorships disclosed. Jefferies Financial Group is a 5%+ beneficial owner of HLMN; her prior CFO role was considered in Hillman’s independence determination .
Board Governance
- Committee assignments: Audit Committee member (members: Philip K. Woodlief—Chair; Teresa Gendron; Daniel O’Leary; John Swygert). Audit met 5× in 2024; 6× in 2023 .
- Independence: Board determined Gendron is independent under Nasdaq/SEC rules; explicitly evaluated Jefferies relationship .
- Attendance: In 2024, the Board met 6×; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Daniel O’Leary; duties include agenda approval, chairing independent director sessions, liaison with Chair/CEO .
- Governance policies: Code of ethics; clawback policy (executive compensation); prohibition on hedging/pledging for directors and executive officers; structured equity grant policy to avoid timing concerns .
Fixed Compensation
Director pay structure and actuals indicate balanced cash/equity mix, with no perquisites.
| Year (Fiscal) | Annual Cash Retainer ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 119,996 | 194,996 |
| 2023 | 75,000 | 120,238 | 195,238 |
- Policy elements (2024/2025): Annual cash retainer $75,000; Lead Independent Director +$25,000; Committee chair retainers—Audit $20,000; Compensation $17,000; Nominating & ESG $15,000; Annual equity retainer $120,000; no perquisites .
Performance Compensation
- Hillman does not use performance-based metrics for non-employee director pay; equity is granted as time-based RSUs under the 2021 Plan (no repricing; 10-year option term policy; no tax gross-ups). Next expected non-employee director RSU grant: approximately $125,000 fair value on June 3, 2025, subject to continued service .
Other Directorships & Interlocks
| Entity | Nature | Details / Potential Interlock |
|---|---|---|
| Jefferies Financial Group | 5.1% beneficial owner of HLMN | Prior employer (CFO through Mar 2023); HLMN considered Jefferies’ lender/IB relationship in independence review |
| Registration Rights (historical) | Secondary offerings by CCMP investors | Disclosure notes Teresa’s Jefferies CFO status in context of registration rights; no proceeds to HLMN; offering fees incurred per agreement |
Expertise & Qualifications
- Self-identified Board skills: Finance, Governance, M&A, Senior Leadership, Strategic Management .
- Audit committee composition includes an SEC-defined “audit committee financial expert” (Woodlief), reinforcing committee oversight depth .
Equity Ownership
| As-of Date | Beneficial Ownership (#) | % of Class | RSUs Exercisable/Vesting within 60 days (#) | Options within 60 days (#) | Pledged? |
|---|---|---|---|---|---|
| Apr 1, 2025 | 32,236 | <1% | — | — | None pledged |
| Apr 1, 2024 | 32,236 | <1% | 14,699 | — | None pledged |
- Stock ownership guideline for non-employee directors: Hold shares equal to 3× annual cash retainer; compliance required within 5 years of guideline adoption or designation as director .
- Hedging/pledging prohibition applies to directors .
Governance Assessment
- Effectiveness: Active Audit Committee member with strong finance background (CFO experience at two public companies); Audit met 5× in 2024 and 6× in 2023; Board-level attendance thresholds met, supporting engagement .
- Independence and conflicts: The Board explicitly evaluated and affirmed her independence despite prior employment at a 5%+ holder and Hillman lender/IB counterparty (Jefferies). This transparent disclosure and policy framework (related-party review by Audit Committee) mitigates perceived conflicts, though investors may monitor ongoing Jefferies interactions .
- Alignment: Balanced director pay, meaningful equity participation, and ownership guidelines strengthen alignment; no hedging/pledging allowed; no director perquisites .
- RED FLAGS to monitor: Historical Jefferies linkage given beneficial ownership and financing relationships (Board addressed independence); continue tracking any new related-party transactions and personal stock practices; no Section 16 issues reported for 2024, and only one late filing in 2023 unrelated to Gendron .