Jeffrey Spethmann
About Jeffrey E. Spethmann
Independent director at Hawkins, Inc. since 2021; age 60. Currently CEO of Phillips & Temro Industries (appointed April 2025), previously CEO of HydrogenPro, Inc. (Jan 2024–Mar 2025); earlier held senior roles at Donaldson Company, Inc. (SVP Industrial Products 2016–2023; joined 2013) and served as General Manager/President at Blow Molded Specialties, Inc. (1999–2012). He holds a bachelor’s degree in mechanical engineering and an MBA from the University of Minnesota; designated an audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson Company, Inc. | SVP, Industrial Products; prior VP roles including Exhaust & Emissions and Global Industrial Air Filtration | 2013–2023 (SVP 2016–2023) | Led industrial product lines; large-cap manufacturing governance exposure |
| Blow Molded Specialties, Inc. | General Manager and President | 1999–2012 | Operations leadership and manufacturing process expertise |
| HydrogenPro, Inc. (U.S. subsidiary of HydrogenPro ASA) | Chief Executive Officer | Jan 2024–Mar 2025 | Energy/industrial technology scaling; ended prior to HWKN FY25 proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phillips & Temro Industries | Chief Executive Officer | Apr 2025–present | Global OEM/aftermarket thermal and electrical solutions |
Board Governance
- Independence: The Board determined Spethmann is an Independent Director under Nasdaq rules .
- Committees: Audit Committee member; Audit Committee met 4 times in fiscal 2025; Board considers him an audit committee financial expert .
- Attendance: The Board held 5 meetings in fiscal 2025; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting virtually .
- Other committees/chair roles: No Compensation or Governance & Nominating Committee membership; not a committee chair .
Fixed Compensation
Director cash and equity compensation structure and amounts:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash retainer (program-level) | $50,000 | $70,000 |
| Committee membership cash retainer (program-level) | $8,000 per committee | $8,000 per committee |
| Chair retainers (program-level; not applicable to Spethmann) | Audit $15,000; Comp $10,000; Gov $7,000 | Chair of Board $80,000; Audit $15,000; Comp $10,000; Gov $7,000 |
| Equity grant (program-level) | $70,000 in restricted stock at annual meeting; 1-year vest | $100,000 in restricted stock at annual meeting; 1-year vest |
| Spethmann – Fees earned in cash ($) | $58,000 | $78,000 |
| Spethmann – Stock awards grant-date fair value ($) | $69,966 | $99,952 |
| Spethmann – Total ($) | $127,966 | $177,952 |
| RS shares granted to directors (issuance date; vest date) | 1,521 shares on Aug 2, 2023; vest Aug 2, 2024 | 962 shares on Jul 31, 2024; vest Jul 31, 2025 |
Notes:
- Restricted stock is time-based and eligible for dividends; vests 1 year from issuance .
- No stock options disclosed for directors; company has not granted options “in recent years” .
Performance Compensation
- Director equity awards are time-based restricted stock; no performance metrics attached (no PSUs/options for directors disclosed) .
| Component | Performance Metric | Target | Actual/Payout |
|---|---|---|---|
| Director Restricted Stock | None (time-based vesting) | N/A | N/A |
Other Directorships & Interlocks
- Other public company boards: None disclosed in HWKN proxy biography for Spethmann .
- Compensation Committee interlocks: The proxy states no interlocking relationships for Compensation Committee members (Spethmann is not a member) .
Expertise & Qualifications
- Mechanical engineering and MBA; deep operations and manufacturing experience (Donaldson, Blow Molded Specialties) .
- Audit committee financial expert designation; relevant for financial oversight and risk management (including cybersecurity) .
Equity Ownership
| Item | As of FY 2024 Record Date (June 5, 2024) | As of FY 2025 Record Date (June 6, 2025) |
|---|---|---|
| Beneficially owned shares | 4,321 | 5,283 |
| Percent of shares outstanding | <1% (starred in table) | <1% (starred in table) |
| Included unvested restricted stock | 1,521 shares vest Aug 2, 2024 | 962 shares vest Jul 31, 2025 |
| Options (exercisable/unexercisable) | None disclosed | None disclosed |
| Pledging/Hedging | Company prohibits director hedging and pledging/margin accounts |
Governance Assessment
- Alignment and independence: Independent director with manufacturing and operations expertise; Audit Committee member and designated financial expert—positive for oversight quality .
- Engagement: Meets attendance threshold; attended the Annual Meeting, suggesting baseline engagement .
- Pay structure signals: Increase in cash and equity retainers YoY (cash from $50k to $70k; equity from $70k to $100k) aligns director incentives with shareholder value via time-based equity; Spethmann’s cash + equity totals reflect program changes rather than discretionary anomalies .
- Ownership: Modest personal holdings (<1%) with standard annual restricted stock grants; hedging and pledging prohibited—reduces misalignment risk .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Spethmann; Board-level related-party items (Stauber lease) were reviewed/ratified by Audit Committee—mitigates governance risk .
- Compensation governance quality: Compensation Committee uses independent consultant (McLagan/Aon), assessed for independence and no conflicts; strong say-on-pay support (~95% in 2024 meeting cited in FY25 proxy; ~94% in 2023 meeting) indicates investor confidence in pay practices .
RED FLAGS:
- None disclosed specific to Spethmann. Company policies prohibit hedging/pledging; no Section 16(a) delinquency noted for directors in FY2024; FY2025 notes a late Form 4 for several officers due to tax withholding transactions—does not implicate Spethmann .