Mary Schumacher
About Mary Schumacher
- Age 68; Independent Director at Hawkins, Inc. since 2012; B.S. in Chemical Engineering from the University of Minnesota; career spanning R&D, quality, engineering, and senior operating roles in industrial and consumer companies .
- Core governance credentials: Chair of the Compensation Committee; Member of the Audit and Governance & Nominating Committees; designated “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twin Cities Habitat for Humanity | Chief Operating Officer | 2010–2016 | Nonprofit COO; operational leadership |
| Andersen Corporation | SVP & General Manager | 2008–2010 | P&L leadership in building products |
| Andersen Corporation | SVP, Research, Technology, Quality & Engineering | 2003–2008 | Technical and quality oversight |
| Ecolab Inc. | Various positions | 1992–2003 | Chemical industry experience |
| The Pillsbury Company | Various positions | 1979–1992 | Consumer products operations |
External Roles
- No current external public company directorships disclosed in HWKN proxy; prior roles are operating positions (not board seats) at Andersen, Ecolab, Pillsbury; nonprofit COO role at Twin Cities Habitat for Humanity .
Board Governance
| Item | Detail |
|---|---|
| Board independence | Board determined Schumacher is independent under Nasdaq rules |
| Committees | Audit (Member), Compensation (Chair), Governance & Nominating (Member) |
| Audit expertise | Board determined Schumacher is an “audit committee financial expert” |
| Board/committee meetings | Board held 5 meetings in fiscal 2025; Audit: 4; Compensation: 4; Governance & Nominating: 4 |
| Attendance | All directors attended at least 75% of Board and committee meetings in fiscal 2025 |
| Risk oversight | Audit Committee oversees financial reporting/internal controls and cybersecurity; Governance & Nominating oversees ESG and public policy; Compensation oversees clawback administration |
| Auditor oversight | Audit Committee transitioned independent auditor from Grant Thornton to Deloitte for FY ending Mar 29, 2026, after competitive process; no disagreements with prior auditor |
Fixed Compensation
| Component | FY2025 | FY2024 |
|---|---|---|
| Annual cash retainer | $70,000 | $50,000 |
| Committee membership fees ($8,000 per committee; 3 committees) | $24,000 | $24,000 |
| Committee chair fee (Compensation Chair) | $10,000 | $10,000 |
| Total cash fees | $104,000 | $84,000 |
Performance Compensation
| Grant | Shares | Grant-Date Fair Value | Grant Date | Vesting Date |
|---|---|---|---|---|
| Annual director equity (restricted stock) | 962 | $99,952 | Jul 31, 2024 | Jul 31, 2025 |
| Annual director equity (restricted stock) | 1,521 | $69,966 | Aug 2, 2023 | Aug 2, 2024 |
Performance metrics overseen by Compensation Committee (context for pay-for-performance):
| Metric | Target (000s) | Actual (000s) | % of Targeted Non-Equity Incentive Earned | % of Target Shares Earned |
|---|---|---|---|---|
| Income before income taxes (Corporate) | $105,537 | $114,383 | 142.0% | 121.0% |
| Health & Nutrition operational profitability (Segment) | $15,822 | $18,139 | 173.0% | n/a |
Notes:
- Director equity grants are time-based (one-year vest) and not subject to the corporate performance metrics above; the table evidences the objective metrics used for executive incentives under Schumacher’s committee oversight .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; all members (including Schumacher as Chair) were independent and non-employee directors; no interlocking relationships per SEC definitions .
- No other public company boards for Schumacher are disclosed in the HWKN proxy .
Expertise & Qualifications
- Chemical engineering background; extensive experience in R&D, quality, engineering, and operations at Ecolab, Pillsbury, and Andersen; nonprofit COO experience .
- Audit committee financial expert designation; brings financial literacy and governance experience to Audit and Compensation committees .
- Board cites group skills in governance, manufacturing, finance, strategic planning, risk management (including cybersecurity) .
Equity Ownership
| Holder | Beneficially Owned Shares | Includes Restricted Shares (vesting) | % of Shares Outstanding |
|---|---|---|---|
| Mary J. Schumacher (as of Jun 6, 2025) | 25,549 | 962 (vest 7/31/2025) | <1% |
| Prior year (as of Jun 5, 2024) | 24,587 | 1,521 (vest 8/2/2024) | <1% |
Policies enhancing alignment and risk control:
- Hedging prohibited for directors; pledging/margin accounts prohibited .
Governance Assessment
- Committee leadership and independence: Schumacher chairs Compensation and serves on Audit and Governance & Nominating; Board deems her independent and an audit committee financial expert—positive for oversight of financial reporting and pay governance .
- Pay-for-performance rigor: Committee used objective income-before-tax targets; fiscal 2025 payouts at 142% of target reflect above-target performance; equity awards for executives tied to the same metric (earned at 121% of target), aligning management incentives with financial outcomes .
- Director compensation mix and alignment: Balanced cash fees with annual restricted stock; time-based vesting fosters retention and ownership without short-termism; FY2025 total director pay for Schumacher was $203,952 (cash $104,000; equity $99,952) .
- Shareholder support: Say‑on‑pay approval ~95% at Aug 2024 annual meeting—signals broad investor endorsement of compensation practices overseen by Schumacher’s committee .
- Auditor transition oversight: Audit Committee’s competitive selection of Deloitte and clean prior auditor reports with no disagreements indicate sound financial oversight .
- Conflicts/related-party exposure: No related‑party transactions disclosed involving Schumacher; disclosed transactions (e.g., Stauber facility lease linked to director Stauber) were reviewed and ratified by Audit Committee—mitigating conflict risk .
- Compliance signals: No Section 16(a) delinquent filings flagged for Schumacher; insider trading policy and hedging/pledging prohibitions apply to directors .
RED FLAGS
- None identified specific to Schumacher in HWKN proxies. Broader company-related party lease exists (director Stauber), but is under Audit Committee review; monitor ongoing mitigation and terms .