Samuel C. Hathorn, Jr.
NATIONAL BEVERAGEAbout Samuel C. Hathorn, Jr.
Samuel C. Hathorn, Jr. is an independent director of National Beverage Corp. (FIZZ), serving on the Board since June 1997 with his current Class I term expiring at the 2027 annual meeting . He is 82 years old (as of the 2025 proxy) and is the retired President and Chief Executive Officer of Trendmaker Homes, Inc., a former homebuilding and land development subsidiary of Weyerhaeuser Company . He previously served on FIZZ’s Board from its inception in 1985 to September 1993 before returning in 1997 . His background includes senior executive and financial roles at several public corporations and prior directorships at Burnup & Sims Inc. (1981–1997) and Hartman Commercial Properties REIT (2000–2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trendmaker Homes, Inc. (subsidiary of Weyerhaeuser) | President (1983–2007), CEO (Jan 2007–Sep 2007); employed since 1981 | 1981–2007 | Led operations and finance at a large homebuilder; industry and operational expertise |
| Burnup & Sims Inc. (public company) | Director | 1981–1997 | Former affiliate of FIZZ; governance and finance experience |
| National Beverage Corp. (FIZZ) | Director (initial) | 1985–Sep 1993 | Board experience during formative years; returned to Board in 1997 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hartman Commercial Properties REIT | Director | 2000–2005 | Public REIT governance; real estate markets exposure |
| (Past five years – public company boards) | None disclosed | N/A | No current public company directorships reported during past five years |
Board Governance
- Board classification: Class I director; term to 2027 .
- Independence: The Board identifies Mr. Hathorn as independent under NASDAQ listing standards; he is one of the independent directors on key committees .
- Committee memberships and chair roles:
- Audit Committee: Chairman; Audit Committee comprised solely of independent directors; Board determined members meet “audit committee financial expert” criteria .
- Compensation and Stock Option Committee: Deputy Chairman; composed of independent directors; no charter .
- Nominating Committee: Deputy Chairman; independent directors are the majority; no charter .
- Strategic Planning Committee: Member; did not meet separately in Fiscal 2025 (advice during regular Board meetings) .
- Attendance and engagement: The Board held 4 meetings in Fiscal 2025; each director attended all Board and standing committee meetings on which he serves (implies 100% attendance) . Similar 100% attendance disclosure for Fiscal 2024 .
- Lead independent director: No formal lead independent director; Board states committee chairs function akin to lead director; CEO/Chair roles combined .
- Controlled company context: FIZZ is a “controlled company” under NASDAQ due to Mr. Nick A. Caporella’s 73.2% beneficial ownership; Compensation and Nominating Committees are not required to be majority independent, though FIZZ’s Compensation and Audit Committees are entirely independent, and the Nominating Committee has a majority of independent directors .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees paid ($) | $96,000 | $98,500 |
| Cash retainer policy ($/year) | $60,000 | $60,000 |
| Board meeting fee ($/meeting) | $2,500 | $2,500 |
| Audit Committee meeting fee ($/meeting) | $1,500; $2,500 for Chairman | $1,500; $2,500 for Chairman |
| Other committee meeting fee ($/meeting) | $1,250; $2,000 for Chairman | $1,250; $2,000 for Chairman |
| Total (cash fees + option expense recognized for directors) ($) | $155,250 (includes $59,250 option expense) | $157,750 (includes $59,250 option expense) |
Notes:
- No stock options were granted to non-management directors during Fiscal 2024 or Fiscal 2025 .
- “Option expense” shown reflects GAAP accounting for previously granted director options; not new awards .
Performance Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Director equity grants (options/RSUs/PSUs) | None granted to non-management directors | None granted to non-management directors |
| Performance metrics tied to director pay | Not disclosed in director compensation program (fees-based) | Not disclosed in director compensation program (fees-based) |
Other Directorships & Interlocks
| Company | Relationship to FIZZ | Role | Tenure | Notes |
|---|---|---|---|---|
| Burnup & Sims Inc. | Former affiliate of FIZZ | Director | 1981–1997 | Longstanding governance relationship; reflects historical interlock with FIZZ’s founder’s prior company |
| Hartman Commercial Properties REIT | None | Director | 2000–2005 | External public REIT board experience |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance and oversight credentials per Board determination .
- Senior operating and financial leadership (President/CEO) at Trendmaker Homes; industry and operational expertise .
- Long FIZZ board tenure dating back to 1985 (initial term) and continuous service since 1997; institutional knowledge .
- Independent director; serves as Chair/Deputy Chair across multiple committees, evidencing governance engagement .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 92,966 | 71,086 |
| Currently exercisable options (included above) | 4,200 | 10,320 |
| Shares outstanding (company) | 93,611,246 | 93,620,246 |
| Ownership as % of shares outstanding | ~0.099% (92,966 / 93,611,246) | ~0.076% (71,086 / 93,620,246) |
| Hedging/pledging policy | Company prohibits hedging and pledging for all directors and insiders | |
| Section 16(a) compliance | A gift of 28,000 shares by Mr. Hathorn was not reported on a timely basis in Fiscal 2025 |
Governance Assessment
- Committee leadership and independence: Hathorn chairs Audit and is Deputy Chair of Compensation and Nominating; all Audit and Compensation members are independent, and Nominating has a majority of independents, reinforcing oversight despite “controlled company” status .
- Attendance: 100% attendance at Board and committee meetings in Fiscal 2025 and Fiscal 2024 indicates strong engagement .
- Financial oversight: Audit Committee (chaired by Hathorn) changed auditors from RSM to Grant Thornton for Fiscal 2025; no adverse opinions or qualifications were noted in RSM’s prior reports, suggesting orderly oversight continuity .
- Compensation governance: Compensation and Nominating Committees have no charters, which may limit formalized processes; however, committee roles and independence are delineated .
- Ownership alignment: Modest personal share ownership and options (~0.076% in FY25), with company-wide prohibition on hedging/pledging supports alignment, though magnitude is small relative to controlled shareholder context .
- Compliance red flag: One late Section 16(a) filing (28,000-share gift) by Hathorn in Fiscal 2025 signals a procedural lapse; monitoring of future filings is advisable .
- Shareholder sentiment: Prior say-on-pay vote (2023) received 80% support; next advisory vote scheduled for 2026, providing broader governance backdrop .
Additional context:
- Director cash compensation rose modestly year-over-year ($96,000 → $98,500), with no new director equity grants; option expense reflects past awards’ accounting, not current equity grants .
- FIZZ’s Board maintains combined CEO/Chair structure and no lead independent director, explaining reliance on committee chairs (including Hathorn) for independent leadership functions .