James Faulconbridge
About James A. Faulconbridge
James A. Faulconbridge, 57, has served on Hawkins’ Board since 2006 and is President of Karges-Faulconbridge, Inc., an engineering and technical services firm; his background provides technical expertise across industries the company serves, including capital planning and carbon footprint techniques . He is classified as an Independent Director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karges-Faulconbridge, Inc. | President | 2006–present | Provides technical expertise to Hawkins, including capital planning and carbon footprint techniques |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Karges-Faulconbridge, Inc. | Engineering/Technical Services | President | 2006–present | Broad industry exposure relevant to Hawkins’ markets |
Board Governance
- Independence: The Board determined Faulconbridge is independent under Nasdaq listing standards .
- Attendance/Engagement: Board held five meetings in fiscal 2025; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting virtually .
- Committee assignments (FY2025):
- Audit Committee – Member; committee met 4 times; responsibilities include auditor selection, financial reporting oversight, internal controls, and cybersecurity oversight .
- Governance & Nominating Committee – Chair; committee met 4 times; responsibilities include director nominations, governance principles, ESG oversight, public policy and Code of Conduct compliance .
- Audit Committee Financial Expert: The Board determined Faulconbridge is an “audit committee financial expert” under SEC rules .
- Governance policies: Hedging of company stock by directors is prohibited; directors are also prohibited from holding company securities in margin accounts or pledging them as loan collateral .
- Audit firm oversight: Audit Committee recommended inclusion of audited financials in FY2025 Form 10‑K and the Board seeks shareholder ratification of Deloitte as auditor for FY2026 .
Fixed Compensation
- Director cash retainer structure:
- FY2024: Annual cash retainer $50,000; $8,000 per committee membership; Chair fees—Audit $15,000, Compensation $10,000, Governance & Nominating $7,000 .
- FY2025: Annual cash retainer $70,000; $8,000 per committee membership; Chair fees—Audit $15,000, Compensation $10,000, Governance & Nominating $7,000; Chair of the Board $80,000 .
Director cash and equity received:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 73,000 | 93,000 |
| Stock Awards ($) | 69,966 | 99,952 |
| Total ($) | 142,966 | 192,952 |
Performance Compensation
- Equity grant program for non-employee directors:
- FY2024: Restricted stock grant valued at $70,000 on 8/2/2023; 1,521 shares vest 8/2/2024; dividends paid on common stock; grants under 2019 Plan .
- FY2025: Restricted stock grant valued at $100,000 on 7/31/2024; 962 shares vest 7/31/2025; dividends paid on common stock; grants under 2019 Plan .
- Options: Company states it has not granted stock options in recent years .
- Death/Disability: Director restricted stock vests upon death or disability .
Restricted stock grants detail:
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vest Date | Plan/Notes |
|---|---|---|---|---|
| 8/2/2023 | 1,521 | 69,966 | 8/2/2024 | 2019 Plan; eligible for dividends |
| 7/31/2024 | 962 | 99,952 | 7/31/2025 | 2019 Plan; eligible for dividends |
Other Directorships & Interlocks
- Other public company boards: Not disclosed for Faulconbridge in the proxy materials .
- Compensation Committee interlocks: Proxy states no interlocking relationships for Compensation Committee in FY2024 .
Expertise & Qualifications
- Technical and industry expertise, including capital planning and carbon footprint techniques relevant to Hawkins’ end markets .
- Audit committee financial expertise designation supports financial oversight quality .
Equity Ownership
Beneficial ownership detail:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Beneficially Owned Shares | 35,296 | 38,717 | 48,779 |
| Included: Jointly held with spouse | 31,954 | 37,196 | 47,817 |
| Included: Restricted Stock (unvested) | 1,795 (vest 8/4/2023) | 1,521 (vest 8/2/2024) | 962 (vest 7/31/2025) |
| Percent of Shares Outstanding | <1% | <1% | <1% |
| Pledging/Margin | Prohibited by policy | Prohibited by policy | Prohibited by policy |
Governance Assessment
- Strengths:
- Long-tenured independent director with technical/engineering background, serving as Governance & Nominating Chair and Audit member; designated audit committee financial expert—supports board effectiveness in oversight of financial reporting, controls, and ESG/governance .
- Solid engagement: ≥75% attendance and participation in annual meeting; consistent committee activity (4 meetings each) .
- Alignment: Mix of cash and time-vested equity; increasing equity retainer from $70k to $100k suggests ongoing ownership alignment; hedging/pledging prohibited .
- Potential conflicts/Red flags:
- No related-party transactions disclosed involving Faulconbridge; related-party items disclosed pertain to other individuals and were approved/ratified by the Audit Committee .
- Section 16 compliance: Late Forms for certain officers noted; none identified for Faulconbridge .
- Implications:
- Committee leadership in Governance & Nominating and financial expertise on Audit are positive signals for investor confidence.
- Ownership growth over successive years, combined with prohibitions on hedging/pledging, supports alignment without structural conflicts .