Sector: Industrials
HILLMAN SOLUTIONS CORP · Meeting: June 4, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Adinolfi joined the board in 2025 and has been director for less than 24 months, making him exempt from the TSR underperformance trigger; no other disqualifying flags identified.
Cahill has served since 2014 and HLMN's 3-year total shareholder return of +9.8% outperforms the disclosed peer group median of -7.0% by +16.8 percentage points, which is below the 35-point threshold required to trigger a No vote; no other disqualifying flags identified.
Honda joined the board in 2023 (less than 24 months prior to this meeting) and is exempt from the TSR trigger; no overboarding, attendance, or independence concerns identified.
Jagdfeld has served since 2014 and HLMN's relative stock performance versus the disclosed peer group does not trigger the underperformance threshold; as a sitting CEO of Generac (GNRC) he holds only one outside board seat (HLMN), which is within the policy limit of fewer than two outside seats for a sitting CEO.
Owens has served since 2018 and HLMN's peer-relative performance does not trigger the underperformance threshold; his background in management consulting and business academia is relevant to the company's strategy and governance needs.
Woodlief has served since 2015 and peer-relative TSR does not trigger a No vote; he is the designated audit committee financial expert with a CPA background and former CFO experience, satisfying the financial expertise requirement.
All six director nominees receive a FOR vote. HLMN's 3-year price return of +9.8% outperforms its disclosed compensation peer group median of -7.0% by +16.8 percentage points, well below the 35-point underperformance threshold required to trigger a No vote for any long-tenured director. Two newer directors (Adinolfi, Honda) are within the 24-month exemption window. No overboarding, attendance, independence, or familial relationship concerns were identified across the slate.
CEO
Jon Michael Adinolfi
Total Comp
$3,716,231
Prior Support
N/A
The new CEO's total compensation of approximately $3.7 million is reasonable for a $1.8 billion market-cap industrial company, and pay is structured with a meaningful performance-based component — roughly 81% of total pay came from variable elements (annual bonus and equity awards), well above the 50-60% policy threshold for performance-linked pay. The annual bonus plan uses measurable financial metrics (Adjusted EBITDA, leverage ratio, and net sales) with defined targets, and long-term equity grants are split equally between performance stock awards tied to 3-year ROIC goals and time-vested restricted stock units, reflecting genuine pay-for-performance design. The company has a clawback policy in place and HLMN's stock outperformed its disclosed peer group over the past three years, supporting the alignment of above-target bonus payouts with shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
4 yrs
Audit Fees
$1,276,000
Non-Audit Fees
$30,000
Deloitte has served as Hillman's auditor since 2022 (approximately 4 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax fees of $26,000 plus other fees of $4,000, totaling $30,000) represent only about 2.4% of audit fees of $1,276,000, far below the 50% threshold that would trigger a No vote. Deloitte is a Big 4 firm appropriate for a company of Hillman's size and complexity.
The 2026 Hillman Solutions Corp. annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under this policy. HLMN's stock outperformed its disclosed peer group over three years, executive pay is structured with a strong performance-linked component and reasonable absolute levels, and the auditor relationship with Deloitte is recent and fee-independent, with no disqualifying conditions present across any proposal.
11 companies disclosed in 2026 proxy filing
