William Toler
HYDROFARM HOLDINGS GROUPAbout William Toler
William “Bill” Toler is Executive Chairman of Hydrofarm Holdings Group (HYFM) since January 1, 2025, after serving as CEO from January 1, 2019; he will resume the CEO role effective December 1, 2025 while remaining Chairman, per a November 12, 2025 8‑K . Age 65 (as of March 31, 2025), he holds a B.A. in Business Management & Economics from North Carolina State University and previously led Hostess Brands (CEO 2014–2018), AdvancePierre Foods (CEO 2008–2013), and served as President of Pinnacle Foods, with executive roles at Campbell Soup, Nabisco, and Procter & Gamble . Hydrofarm’s FY2024 saw notable operational improvements but a 16% net sales decline vs. 2023, and HYFM’s “Pay vs Performance” shows severe TSR compression (value of initial $100 investment: $2.05 in 2024, $3.24 in 2023, $5.48 in 2022), underscoring challenged shareholder outcomes during the period . In Q3 2025, HYFM reported net sales of $29.4M (down from $44.0M), Adjusted EBITDA of $(4.4)M, and announced Toler’s CEO return effective Dec 1, 2025 amid further restructuring aimed at cost savings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hostess Brands (TWNK) | Chief Executive Officer | 2014–2018 | Re-established brand leadership, returned company to profitability, and transitioned Hostess from private to public company . |
| AdvancePierre Foods | Chief Executive Officer | 2008–2013 | CEO leadership in CPG; later board service noted . |
| Pinnacle Foods | President | Prior to 2008 | Senior operating leadership in branded foods . |
| Campbell Soup Company | Executive roles | N/A | Senior leadership experience . |
| Nabisco | Executive roles | N/A | Senior leadership experience . |
| Procter & Gamble | Executive roles | N/A | Senior leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Collier Creek Holdings | Director | 2018–2020 | Board service . |
| Hostess Brands | Director | 2014–2018 | Board service overlapping CEO tenure . |
| AdvancePierre Foods | Director | 2008–2013 | Board service overlapping CEO tenure . |
| Pinnacle Foods | Director | 2007–2008 | Board service overlapping senior leadership . |
| Oaktree Capital Management | Senior Advisor | 2013–2014 | Investment firm advisory role . |
Fixed Compensation
| Period/Action | Base Salary ($) | Notes |
|---|---|---|
| FY2024 (as CEO) | 600,000 | Base salary unchanged vs. 2023 . |
| 1/1/2025 (as Executive Chairman) | 35,000 | Annual salary as employee‑director; also received 35,000 RSUs (see equity) . |
| 12/1/2025 (CEO re-appointment) | 275,000 | Per new employment agreement; target bonus 100% of base . |
Performance Compensation
- Annual bonus targets (FY2024): CEO (Toler) 100% of base; bonus paid $25,875; equity portion of the annual incentive delivered as PSUs in 2024; specific metric weighting not disclosed .
- Long-term incentives: Shifted away from options starting in 2022; awards primarily RSUs and PSUs; 2024 PSUs vest based on performance determination at 4/5/2025 .
| Component | Metric/Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| FY2024 Annual Bonus (Cash) | Company/individual objectives (not itemized) | 100% of base salary (CEO) | $25,875 paid to Toler | Cash, paid after year-end . |
| FY2024 Annual PSU (Equity portion) | PSUs tied to performance metrics (not itemized) | Grant-date fair value $300,010 (max at stretch) | 30,304 PSUs granted; 10,001 earned on 4/5/2025 | Single vest on 4/5/2025 to extent earned . |
| RSU (Leadership transition grant) | Time-based RSUs | 35,000 RSUs | N/A (time-based) | 50% on 1st anniversary of 1/1/2025 grant; 50% on 2nd; service-contingent . |
Notes: HYFM used Korn Ferry as comp consultant in FY2024; no excise tax gross-ups; clawback policy applies to incentive-based comp; hedging and pledging prohibited .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (3/31/2025) | 193,772 shares (4.2% of outstanding) . |
| Of which expected to vest within 60 days (as of 3/31/2025) | 10,001 shares from 2024 PSU determination on 4/5/2025 . |
| Unvested RSUs (legacy) at 12/31/2024 | 1,500 RSUs (8/17/2022 grant); 667 RSUs (3/23/2022 grant) . |
| Unvested PSUs (at 12/31/2024, subject to performance) | 30,304 PSUs (10,001 ultimately earned on 4/5/2025) . |
| New RSU grant (1/1/2025) | 35,000 RSUs; 50/50 vest over 2 years . |
| Options outstanding | None listed for Toler at 12/31/2024 . |
| Stock ownership guideline (CEO/Chair) | 6x base salary; executives making progress toward/meeting guidelines . |
| Hedging/Pledging | Prohibited under Insider Trading Policy . |
Employment Terms
- 2019 CEO Employment Agreement (prior arrangement): If terminated without cause or resigns for good reason, severance equals the greater of $250,000 or six months of salary; COBRA reimbursement up to 6 months; accelerated vesting of equity scheduled to vest over the 12 months following separation; accrued amounts payable; non-solicit for 12 months; non‑compete/disparagement provisions apply .
- 11/12/2025 Employment Agreement (upon CEO re-appointment effective 12/1/2025): Base salary $275,000; target annual bonus 100% of base. If terminated without cause, resigns for good reason, or non‑renewal (subject to release), severance equals one year of base salary; COBRA reimbursement up to 6 months; 12‑month acceleration of unvested time-based RSUs/options; restrictive covenants (non‑competition, non‑solicitation, non‑disparagement) during employment and for six months post‑employment .
Board Governance
- Board service history: Toler is Executive Chairman since Jan 1, 2025 and will be Chairman and CEO effective Dec 1, 2025; historically HYFM often combined CEO/Chair roles; Board determined five current directors are independent (Toler not listed as independent) .
- Committees (FY2024): Audit (Moss—Chair; Denis; Persofsky), Compensation (Peters—Chair; Chung), Nominating & Governance (Persofsky—Chair; Chung). No director attended <75% of meetings in FY2024 .
- Dual-role implications: From Dec 1, 2025, Toler will simultaneously serve as CEO and Chairman, concentrating leadership and oversight; HYFM’s board leadership statement acknowledges it has not adopted a formal policy on separation and historically combined roles .
Director Compensation
| Component | Amount/Design |
|---|---|
| Non‑employee director cash retainer | $75,000 annual; Committee chair premia: Audit $25,000; Compensation $15,000; Nominating $10,000 . |
| Non‑employee director equity | ~$125,000 grant; FY2024 example: 16,047 RSUs vesting ~1 year (to 6/6/2025) . |
| Toler (employee‑director as Executive Chairman, effective 1/1/2025) | $35,000 salary; 35,000 RSUs vesting 50% on each of first/second anniversaries; continued benefits coverage . |
Compensation Structure Analysis
- Mix and shifts: HYFM ceased granting options for core LTIs from 2022; emphasis on RSUs/PSUs lowers risk vs. options and ties equity to service/performance. FY2024 annual incentive included PSUs, with a portion ultimately earned below target (10,001/30,304 for Toler), consistent with pay-for-performance calibration in a challenging year .
- Risk alignment: No hedging/pledging allowed; robust clawback policy aligned to SEC rules; no excise tax gross‑ups; ownership guidelines at 6x salary for CEO/Chair .
- Severance economics: Prior agreement had minimum $250k/6‑month structure; November 2025 CEO agreement increases severance to one year of base with 6‑month COBRA and 12‑month acceleration of time‑based equity, standardizing retention protections during transition .
Performance & Track Record
- Shareholder returns: “Value of initial $100 investment based on TSR” declined to $2.05 (2024) from $3.24 (2023) and $5.48 (2022), highlighting severe value compression through 2024 despite operational actions .
- Operating context: FY2024 net sales declined 16% YoY amid industry headwinds; continued portfolio/footprint rationalization and margin-focus on proprietary brands . In Q3 2025, net sales fell to $29.4M vs. $44.0M, Adjusted EBITDA to $(4.4)M; company announced further plant consolidation targeting $2M incremental annual savings (on top of $3M prior) and additional $4M savings actions; CEO transition to Toler announced .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes proposal for advisory vote on executive compensation; results to be disclosed via post‑meeting Form 8‑K; historical approval percentages not disclosed in the 2025 proxy excerpts provided .
Equity Compensation Plan Info
- As of 12/31/2024: 268,467 securities issuable on exercise of outstanding options/warrants/rights; weighted‑average exercise price $96.36; 213,551 shares available for future issuance under the 2020 Plan (which has an annual evergreen) .
Employment & Contracts Summary
| Term | Key details |
|---|---|
| Start at HYFM | CEO since Jan 1, 2019; Executive Chairman since Jan 1, 2025; CEO again effective Dec 1, 2025 . |
| Severance (2019 agreement) | Greater of $250,000 or 6 months’ salary; up to 6 months COBRA; 12‑month forward vesting of time‑scheduled equity; good reason/for‑cause definitions apply . |
| Severance (2025 agreement) | One year base salary; up to 6 months COBRA; 12‑month acceleration of unvested time‑based RSUs/options; restrictive covenants during employment + 6 months post‑employment . |
| Non‑compete/Non‑solicit | 2025 agreement: 6‑month post‑employment restrictions; 2019 agreement: non‑solicitation for 12 months post‑termination . |
Risk Indicators & Red Flags
- Governance concentration: CEO + Chairman dual role commencing Dec 1, 2025 increases key‑person and oversight concentration risk .
- Alignment policies: Positive mitigants include clawback policy, banned hedging/pledging, ownership guidelines, no option repricing, no excise tax gross‑ups .
Investment Implications
- Pay-for-performance alignment is directionally intact (PSU earn‑out below target amid weak TSR and revenue declines), with stronger retention protections reinstated in Nov 2025 as Toler returns to CEO, signaling the board’s emphasis on continuity during a restructuring phase .
- Equity overhang and limited option usage reduce repricing risks, while ownership guidelines and hedging/pledging bans support alignment; however, dual CEO/Chair role from Dec 1, 2025 adds governance concentration to monitor .
- Watch near‑term Form 8‑K post‑AGM for say‑on‑pay outcomes and subsequent Form 4s around scheduled vesting dates (e.g., RSUs from 1/1/2025 grant) for potential selling pressure tied to tax/vesting; maintain focus on cost‑savings execution and proprietary mix improvement as KPIs under Toler’s renewed CEO tenure .