Form 4: Hillenbrand CEO Kimberly Ryan Increases Equity Holdings Through Restricted Stock Unit Grants

Hillenbrand, Inc. President and CEO Kimberly K. Ryan reported the acquisition of 1,418 Restricted Stock Units on June 30, 2025, increasing her beneficial ownership in the company.

Summary

• Kimberly K. Ryan, President & CEO of Hillenbrand, Inc. (HI), acquired a total of 1,418 Restricted Stock Units (RSUs) on June 30, 2025, as part of various deferred stock awards and a matching RSU framework.
• The acquired RSUs include 111 units from a December 7, 2022, deferred stock award, 316 units from a December 7, 2023, deferred stock award, 576 units from a December 5, 2024, deferred stock award, and 415 units from a March 31, 2025, Matching RSU Framework.
• Each RSU represents the contingent right to receive one share of Hillenbrand's common stock and is entitled to dividend equivalent rights.
• Following these transactions, Kimberly K. Ryan beneficially owns 175,565.745 shares of common stock directly.
• Additionally, she beneficially owns 128,092 derivative securities in the form of Restricted Stock Units, which include 10,033 units from the 2022 award, 28,551 units from the 2023 award, 51,991 units from the 2024 award, and 37,517 units from the Matching RSU Framework.
• The RSUs have various vesting schedules: the 2022 award vests one-third on December 7, 2023, one-third on December 7, 2024, and one-third on December 7, 2025; the 2023 award vests one-third on December 7, 2024, one-third on December 7, 2025, and one-third on December 7, 2026; the 2024 award vests one-third on December 5, 2025, one-third on December 5, 2026, and one-third on December 5, 2027; and the Matching RSUs vest on March 31, 2028, subject to vesting conditions.

Sentiment

Score: 7

Explanation: The acquisition of Restricted Stock Units by the CEO indicates continued alignment of management interests with shareholder value, a generally positive signal. This is a routine compensation event, not indicative of significant operational or financial changes.

Positives

• The acquisition of Restricted Stock Units by the President & CEO increases her equity stake in Hillenbrand, aligning her interests more closely with those of shareholders.
• RSU grants are a common component of executive compensation, indicating a structured approach to long-term incentives and retention.

Negatives

• The acquired securities are Restricted Stock Units, meaning they are not immediately convertible to common stock and are subject to vesting conditions, which could be forfeited if conditions are not met.
• The acquisition price for the RSUs was $0, which is typical for grants and does not represent a direct cash investment by the executive.

Risks

• The value of the Restricted Stock Units is contingent on the future performance of Hillenbrand's common stock.
• Vesting conditions for the RSUs must be satisfied for the executive to fully realize the shares, which could include continued employment or performance targets.

Future Outlook

The future outlook indicates a continued alignment of executive compensation with long-term company performance through the vesting of Restricted Stock Units, which are scheduled to convert into common stock over the next several years, with the latest vesting in March 2028.

Industry Context

The granting of Restricted Stock Units to executive officers is a standard practice across industries, serving as a key component of long-term incentive compensation plans designed to retain talent and align management interests with shareholder value. This filing reflects a routine aspect of executive compensation within a publicly traded company.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is a widely adopted practice across various industries, including manufacturing and industrial companies like Hillenbrand.
• The vesting schedules, typically spread over several years (e.g., three to five years), are consistent with industry norms for long-term incentive plans, aiming to encourage sustained performance and executive retention.
• The acquisition price of $0 for RSU grants is standard, as these represent a contingent right to receive shares rather than a purchase.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units by the President & CEO is a form of related-party transaction, representing executive compensation from the company to a key management member.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value through equity ownership.
• Employees: No direct impact on general employees, but reflects the company's executive compensation strategy.

Next Steps

• Vesting of the 2022 Deferred Stock Award RSUs: one-third on December 7, 2025.
• Vesting of the 2023 Deferred Stock Award RSUs: one-third on December 7, 2025, and one-third on December 7, 2026.
• Vesting of the 2024 Deferred Stock Award RSUs: one-third on December 5, 2025, one-third on December 5, 2026, and one-third on December 5, 2027.
• Vesting of the Matching RSUs: on March 31, 2028, contingent on framework conditions.

Key Dates

Recommendation

Keywords

Hillenbrand, HI, Kimberly K. Ryan, SEC Form 4, Restricted Stock Units, RSU, insider ownership, executive compensation, equity, stock, corporate governance