James Thompson
About James Thompson
James T. Thompson is the independent Chair of the Board at Hawkins, Inc. (HWKN). He is 74 and has served on the Board since 2009; he is described as a retired executive with deep manufacturing and commodity experience, including senior roles at The Mosaic Company and Cargill, Inc. . The company’s current leadership structure separates the CEO and Chair roles, which the Board states allows it to better utilize Mr. Thompson’s skills and increase director engagement in agendas and priorities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | Executive Vice President – Commercial | 2004–2007 | Commercial leadership in major manufacturing/commodity business |
| Cargill, Inc. | President, Cargill Steel; various roles | President of Cargill Steel 1996–2004; at Cargill 1974–2004 | Large-scale operations and commodity market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in 2025 proxy biography | — | — | The biography does not list current public company boards or other external directorships |
Board Governance
- Independence: The Board determined Thompson is an “Independent Director” under Nasdaq listing standards .
- Board leadership: Chair of the Board (CEO and Chair roles currently separated) .
- Attendance: 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 and meetings FY2025:
- Compensation Committee: Member; 4 meetings .
- Governance & Nominating Committee: Member; 4 meetings .
- Audit Committee: Not listed as a member .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation | Member | 4 |
| Governance & Nominating | Member | 4 |
Additional governance policies:
- Hedging prohibitions for directors and employees; insider trading policy is in the 10-K exhibits .
- Clawback policy adopted per SEC and Nasdaq rules (applies to executive incentive compensation) .
Fixed Compensation (Director – FY2025)
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee director retainer |
| Committee membership fees | $16,000 | Two committees × $8,000 per committee |
| Chair of the Board supplemental retainer | $80,000 | Board Chair supplemental cash retainer |
| Total fees earned in cash | $166,000 | As disclosed in director compensation table |
Performance Compensation (Director – FY2025)
| Metric/Instrument | Grant Details | Vesting | Grant-Date Fair Value |
|---|---|---|---|
| Restricted Stock | 962 shares granted July 31, 2024 | Vests July 31, 2025 (time-based); accelerated on death/disability | $99,952 |
- Directors receive time-based restricted stock as part of the annual retainer; no director performance metrics (e.g., EBITDA/TSR targets) are tied to director equity awards in the proxy; awards vest after one year .
- Chairs of Board/committees receive supplemental cash retainers; there are no meeting fees disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; no interlocking relationships under SEC definition in fiscal 2025 |
| Current public company boards (disclosed) | Not disclosed in proxy biography |
Expertise & Qualifications
- Manufacturing and commodity industry experience from Mosaic and Cargill; prior senior operating leadership roles .
- Governance leadership as independent Chair; contributes to agenda-setting and Board priorities .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested RS included | Percent of Shares Outstanding |
|---|---|---|---|
| James T. Thompson | 37,567 | 962 restricted shares vesting July 31, 2025 | * Less than 1% |
- Ownership breakdown notes the inclusion of 962 unvested restricted shares scheduled to vest July 31, 2025 .
- No pledging is disclosed; hedging transactions are prohibited by policy .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filing compliance (FY2025) | The proxy lists late reports for certain insiders; Thompson is not listed among late filers |
Governance Assessment
-
Positives:
- Independent Chair structure with CEO-Chair separation enhances oversight; Board cites increased director engagement leveraging Thompson’s skills .
- Committee independence: Compensation and Governance & Nominating committees comprised of Independent Directors; Compensation Committee uses independent consultant (McLagan/Aon) .
- Attendance: Directors met at least the 75% participation threshold; Board and key committees met regularly (Board: 5; Committees: 4 each) .
- Alignment: Annual director equity grants (time-based restricted stock) and hedging prohibitions support shareholder alignment .
- No compensation committee interlocks disclosed; reduces conflict risk .
- No related-party transactions involving Thompson; RPTs disclosed for others were reviewed and ratified by the Audit Committee .
-
Watch items / potential red flags:
- Director stock ownership guidelines for directors are not explicitly disclosed in the proxy; Governance & Nominating monitors director compensation, but specific ownership requirements aren’t stated in the cited sections .
- Director equity is time-based rather than performance-based; while standard for directors, it does not include performance conditioning .
Overall, Thompson’s independent Chair role, committee service, attendance, and absence of conflicts/interlocks are supportive of board effectiveness and investor confidence, with governance policies (hedging prohibition, clawback for executives) reinforcing discipline .