Drew Grahek
About Drew Grahek
Drew M. Grahek is Vice President — Operations at Hawkins, Inc. and age 55 as of the FY2025 Form 10-K. He has served in this role since September 2018, following 23 years at Target and leadership roles in retail operations and supply chain at Ulta Beauty and Dick’s Sporting Goods’ Field & Stream, plus academic and administrative roles in Minnesota. Hawkins’ performance during his tenure shows strong pay-versus-performance linkage: total shareholder return reached 667.97 by FY2025 (from a $100 baseline in FY2020) alongside Net Income of $84.3M and Income Before Income Taxes of $114.4M in FY2025, with corporate IBT used as the core metric for annual incentives and PSUs, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Corporation | Various operations, merchandising, property management roles | 23 years | Large-scale retail operations, merchandising, and property leadership experience |
| Ulta Beauty, Inc. | Director of Service Operations and Supply Chain | Apr 2016 – Jun 2017 | Supply chain and service operations leadership in specialty retail |
| Field & Stream (Dick’s Sporting Goods division) | Director of Stores | Jul 2015 – Apr 2016 | Multi-store operations leadership in outdoor specialty retail |
| University of Minnesota (College of Continuing Education) | Adjunct Faculty | Jun 2017 – Jun 2018 | Academic instruction in continuing education |
| Archdiocese of St. Paul and Minneapolis | Business Administrator | Jun 2017 – Jun 2018 | Administrative and organizational management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in filings |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 355,000 | 368,000 | 417,327 |
| Target Bonus (% of base) | 40% | 40% | 50% |
| Actual Annual Bonus Paid ($, Non-Equity Incentive) | 214,846 | 294,400 | 301,772 |
| Stock Awards ($, grant-date fair value) | 212,927 | 220,726 | 318,733 |
| All Other Compensation ($) | 45,023 | 48,491 | 44,626 |
| Total Compensation ($) | 827,796 | 931,617 | 1,082,458 |
All Other Compensation components (selected detail):
- FY2023: Profit Sharing $7,625; ESOP $7,625; Employer 401(k) match $15,250
- FY2024: Profit Sharing $8,250; ESOP $8,250; Employer 401(k) match $16,500
Performance Compensation
Annual Cash Incentives (design and outcomes)
| Year | Metric | Weighting | Threshold/Target/Max (% of base) | Actual Payout ($) |
|---|---|---|---|---|
| FY2023 | Corporate pre-tax income | 100% | 20% / 40% / 80% | 214,846 |
| FY2024 | Corporate pre-tax income | 100% | 20% / 40% / 80% | 294,400 |
| FY2025 | Corporate pre-tax income | 100% | 25% / 50% / 100% | 301,772 |
Design notes:
- No payout below 80% of target performance; sliding scale from 50% of target payout at 80% performance to 200% at 120% performance; capped above 120% .
Performance-Based Equity (RSUs → Restricted Stock upon performance; IBT-based)
| Year (performance) | Grant Date | Target RSUs (#) | Actual Restricted Stock Issued (#) | Achievement vs Target | Grant-Date FV ($) |
|---|---|---|---|---|---|
| FY2023 | 5/18/2022 | 5,558 | 6,705 | 121% | 212,927 |
| FY2024 | 5/17/2023 | 5,126 | 7,689 | 150% | 220,726 |
| FY2025 | 5/15/2024 | 4,161 | 5,035 | 121% | 318,733 |
- Performance measure: Income Before Taxes (IBT) for the fiscal year; RSUs accrue no dividends until conversion; restricted stock pays dividends once issued .
Vesting Schedules (Restricted Stock issued for performance)
| Vesting Date | Shares Vesting (Drew Grahek) |
|---|---|
| Apr 1, 2024 (FY2022 awards) | 9,214 |
| Mar 31, 2025 (FY2023 awards) | 6,705 |
| Mar 31, 2026 (FY2024 awards) | 7,689 |
| Mar 29, 2027 (FY2025 awards) | 5,035 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 38,755 shares; <1% of outstanding |
| ESOP Beneficial Interest | 835 shares |
| Unvested Restricted Stock | 7,689 shares vest 3/30/2026; 5,035 shares vest 3/29/2027 |
| Outstanding PSUs | Excluded from beneficial ownership totals per footnote |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited for executives/directors |
| Clawback Policy | Adopted in compliance with SEC Rule 10D-1 and Nasdaq; applies to incentive comp received on/after Oct 2, 2023 |
Stock vested (realized value, recent disclosure):
- FY2024 vesting (related to FY2021 awards): 8,346 shares; value realized $368,309 .
Ownership guidelines:
- No specific multiple-of-salary stock ownership guideline disclosed in cited filings; policies emphasize anti-hedging/anti-pledging and clawback .
Employment Terms
| Provision | Key Terms (Drew Grahek) |
|---|---|
| Role start date | Vice President — Operations since September 2018 |
| Severance Plan Tier | Tier 3 (12 months salary continuation; 18 months with CIC) |
| Non-compete/Non-solicit | Required covenants against disparagement, disclosure, solicitation to receive benefits |
| CIC Equity Treatment | Single-trigger vesting of outstanding equity awards upon change in control even without termination (company presents vesting value in CIC/no-termination column) |
Potential payments (if event at FY2025 year-end):
| Element | Termination Without Cause (no CIC) | Death/Disability | Termination Without Cause or Good Reason with CIC | CIC without Termination |
|---|---|---|---|---|
| Salary Continuation | 425,000 | — | 637,500 | — |
| Medical/Dental (COBRA) | 7,175 | — | 10,762 | — |
| Outplacement | 20,000 | — | 20,000 | — |
| Target Bonus Amount | — | — | 318,750 | — |
| Profit Sharing/401(k) | — | — | 51,750 | — |
| Acceleration of Equity Awards | — | 1,969,428 | 1,969,428 | — |
| Vesting of Outstanding Equity Awards | — | — | — | 2,062,194 |
| Total | 452,175 | 1,969,428 | 3,008,190 | 2,062,194 |
Reference amounts (FY2024 for context): total under CIC with termination $2,478,599; no-CIC termination $401,362; equity acceleration $1,616,256 (based on $76.80 share price, Mar 28, 2024) .
Performance & Track Record (Company-level context relevant to compensation metrics)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Shareholder Return (indexed to $100 at FY2020) | 204.94 | 283.76 | 275.81 | 483.32 | 667.97 |
| Net Income ($) | 40,980,162 | 51,541,678 | 60,040,662 | 75,363,461 | 84,344,717 |
| Income Before Income Taxes ($) | 55,851,346 | 69,978,754 | 82,581,581 | 101,145,040 | 114,382,480 |
Company-selected measure for pay-versus-performance: Income Before Income Taxes .
Compensation Structure Observations
- Year-over-year shift toward higher equity grant values for Grahek ($212,927 → $220,726 → $318,733) while annual cash payouts remained tied to corporate IBT targets (40%/40%/50% of salary target), sustaining at-risk pay linkage .
- PSU outcomes track IBT and delivered above-target issuance (121% for FY2023 and FY2025; 150% for FY2024), reinforcing strong alignment to profitability .
- No stock options disclosed; equity is performance-based RSUs converting to restricted stock with 2–3-year vest timing, supporting retention .
- Governance mitigants: clawback policy, hedging/pledging prohibitions reduce misalignment risk .
Equity Vesting and Potential Selling Pressure
- Upcoming vest gates: Mar 31, 2026 (7,689 shares), Mar 29, 2027 (5,035 shares). These dates and amounts can create episodic supply if shares are sold upon vesting; monitor post-vesting trading windows for Form 4 activity .
- FY2025 severance/CIC table discloses single-trigger vesting upon CIC without termination, implying potential accelerated supply under M&A scenarios .
Investment Implications
- Alignment: Cash and equity incentives are anchored to corporate IBT; above-target PSU outcomes and meaningful unvested restricted stock suggest high pay-for-performance alignment and retention incentives through at least FY2027 .
- Retention risk: Tier 3 severance provides 12–18 months salary continuation plus bonus/profit-sharing in CIC scenarios, with substantial equity acceleration; retention risk is mitigated by pending vesting tranches and structured severance economics .
- Trading signals: Vesting dates (FY2026/FY2027) are key watchpoints for potential insider selling; single-trigger vesting in CIC without termination could drive event-driven supply if M&A occurs .
- Governance: Clawback and anti-hedging/pledging policies reduce speculative risk and signal strong governance; absence of options and use of PSUs lowers repricing risk .