Patrick Hawkins
About Patrick Hawkins
Patrick H. Hawkins (age 54) is President and Chief Executive Officer of Hawkins, Inc.; he has been with the company since 1992, serving as CEO since 2011 and President since 2010. He holds a bachelor’s degree in chemistry from the University of Saint Thomas . Company performance metrics used to evaluate and pay executives are anchored on Income before income taxes; Hawkins’ “Compensation Actually Paid” to the PEO correlated with strong TSR, which reached 667.97 in FY2025 on a $100 base from FY2020, alongside rising net income and pre-tax income . The company’s pay-versus-performance framework explicitly ties both annual cash incentives and performance RSUs to Income before income taxes .
Past Roles
| Organization | Role | Years | Notes/Strategic Impact |
|---|---|---|---|
| Hawkins, Inc. | CEO | 2011–present | Long-tenured leader with deep operational knowledge |
| Hawkins, Inc. | President | 2010–present | Executive leadership across segments |
| Hawkins, Inc. | Business Director – Food & Pharmaceuticals | 2009–2010 | Led food/pharma segment |
| Hawkins, Inc. | Business Manager – Food & Co-Extrusion Products | 2007–2009 | Managed product/business lines |
| Hawkins, Inc. | Sales Representative – Food Ingredients | 2002–2009 | Commercial roles in food ingredients |
| Hawkins, Inc. | Various positions | 1992–2002 | Progressive roles building institutional knowledge |
External Roles
No external public-company directorships or committee roles for Patrick Hawkins are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $615,000 | $637,000 | $700,000 |
| All Other Compensation ($) | $62,962 | $68,069 | $57,246 |
| Perquisites Provided | Company car | Company car | Company car |
- FY2025 CEO salary increase to $700,000 was approved in May 2024, effective the first day of fiscal 2025; increases were due to labor market dynamics .
- Nonqualified deferred compensation company contribution for eligible participants (including Hawkins) was 10% of eligible compensation, or $34,500 for FY2025; plan complies with 409A and is fully company-funded (no elective deferrals) .
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting/Structure |
|---|---|---|---|---|---|
| Annual Cash Incentive (CEO) | Income before income taxes (corporate) | $105,537k | $114,383k | 142% of target | Paid post-audit; CEO opportunity: 50% threshold, 100% target, 200% max of base salary |
| Performance RSUs (FY2025 grant) | Income before income taxes (corporate) | $105.5m target | $114.4m actual | 121% of target shares | One-year performance period; converts to restricted stock; vests 100% after additional two years |
| FY2025 RSU Grant (CEO) | Target % of Base | Target Units | Max Units | Shares Issued | |
| — | 200% | 18,276 | 27,414 | 22,114 | Two-year cliff vest post-performance |
CEO incentive detail (FY2025):
- Annual non-equity incentive paid: $994,073 .
- FY2025 stock awards (grant-date fair value): $1,399,942 .
- FY2025 “Compensation Actually Paid” to PEO: $5,293,699 (adjusted for fair-value changes) .
Plan mechanics:
- Payout curve: 0 below 80% of target; 50% at 80%; 100% at target; 200% at 120% of target; capped beyond 120% .
- Equity plan: PSUs earned based on pre-tax income; settled in restricted stock; not entitled to dividends until conversion; vest accelerators tied to corporate transactions and change-in-control conditions described below .
Multi-Year CEO Compensation Summary
| Fiscal Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 615,000 | 614,952 | 930,495 | 62,962 | 2,223,409 |
| 2024 | 637,000 | 636,944 | 1,274,000 | 68,069 | 2,616,013 |
| 2025 | 700,000 | 1,399,942 | 994,073 | 57,246 | 3,151,261 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 342,603 shares; 1.6% of shares outstanding |
| Components of Ownership | Includes 26,073 ESOP shares; 22,188 restricted shares vesting 3/30/2026; 22,114 restricted shares vesting 3/29/2027; excludes outstanding PSUs |
| Unvested Equity (3/30/2025) | 63,667 shares unvested, valued at $6,757,615 at $106.14/share |
| FY2025 Stock Vested | 24,336 shares at $74.62/share; value realized $1,815,952 |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited for directors/officers/employees |
| Ownership Guidelines | Not disclosed in proxy – |
Vesting schedule (CEO):
- Vested FY2023 awards: 19,365 shares on 3/31/2025 .
- Scheduled vestings: 22,188 shares on 3/30/2026; 22,114 shares on 3/29/2027 .
Section 16 and trading:
- Late Form 4s reported for tax withholding-related forfeiture transactions; no other Section 16 filing issues noted .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None; no individual employment contracts for NEOs |
| Severance Plan Tier | CEO assigned to Tier 1 |
| Severance (no CIC) | Salary continuation 18 months; COBRA employer share reimbursement up to 18 months; outplacement up to 12 months |
| Severance (with CIC, double-trigger) | Salary continuation extends to 24 months; target bonus prorated for continuation period; Profit Sharing/401(k) match value and any nonqualified plan value for continuation period; requires termination without cause or for good reason during 30 days before to two years after CIC – |
| Change-in-Control definition | >50% voting power change, majority of “continuing directors” ceasing, or certain asset sale/merger/exchange; exceptions noted |
| Corporate Transaction (equity) | If awards not continued, PSUs vest at 100% of target at transaction; if termination without cause/for good reason in connection with CIC/corporate transaction, earned RSU shares vest immediately |
| Death/Disability (equity) | PSUs vest at 100% of target; restricted stock immediately vests |
| CEO Hypothetical Benefits (as of 3/28/2025) | Death/Disability or CIC equity acceleration value: $6,350,250; CIC total including salary continuation, target bonus, benefits, and equity: $9,225,557; severance without CIC total: $1,090,807 – |
| Covenants | Agreement required with non-solicitation and related covenants; release of claims as condition of benefits |
| Clawback Policy | Compliant with Rule 10D-1; recovery of erroneously awarded incentive-based compensation post-restatement; applies to awards received on/after Oct 2, 2023 |
Board Governance
- Board service: Director since 2011; re-nominated in 2025 .
- Independence: Hawkins is not independent; Board majority is independent (Faulconbridge, Schumacher, Spethmann, Tang, Thompson, Wright) .
- Chair vs CEO: Roles are separated; the Chair is James T. Thompson (independent), enabling stronger independent oversight .
- Committee memberships: Hawkins serves on no Board committees; Audit Chair is Wright; Compensation Chair is Schumacher; Governance Chair is Faulconbridge .
- Attendance: Board held five meetings in FY2025; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Director compensation: Non-employee directors receive cash retainers and annual restricted stock grants; the CEO does not receive director equity grants .
Dual-role implications:
- As CEO and director, Hawkins is not considered independent; however, separation of Chair and majority-independent Board mitigates independence concerns and concentrates committee oversight with independent directors .
Compensation Committee Analysis
- Composition and independence: All members are independent and “non-employee directors”; 4 meetings in FY2025 .
- Consultant: McLagan Data & Analytics (Aon) served as independent compensation consultant; no conflicts; company does not benchmark to a fixed peer set (uses survey data to inform decisions) .
- Interlocks: No compensation committee interlocks or insider participation .
- Say-on-pay: ~95% support at August 2024 annual meeting; committee reaffirmed program design for FY2025 .
Compensation Mechanics and Metrics
| Item | Detail |
|---|---|
| Annual cash incentive (CEO) | Threshold 50%, Target 100%, Max 200% of base |
| Corporate metric | Income before income taxes; FY2025 target $105,537k; actual $114,383k; payout 142% |
| Equity program | PSUs earned on corporate pre-tax income; convert to restricted stock; vest after two years |
| FY2025 CEO Equity Grant | Target 18,276 units; max 27,414; earned 22,114 shares; grant-date FV $1,399,942 |
| Pay versus performance | Company-selected measure is Income before income taxes; PEO CAP $5,293,699 in FY2025; TSR methodology uses a $100 investment from FY2020 |
Related Party Transactions and Risks
- Employment of relatives: Company employs Katherine Maki (daughter of CEO); total compensation for any such individuals did not exceed $245,000 in FY2025; transactions reviewed/ratified by Audit Committee .
- Hedging/pledging: Prohibited for directors/officers/employees, supporting alignment and mitigating leverage-related sale pressures .
Company Performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 935,098,000* | 919,162,000* | 974,431,000* |
| EBITDA ($) | 115,590,000* | 135,839,000* | 159,122,000* |
| Net Income ($) | 60,041,000* | 75,363,000* | 84,345,000* |
Values retrieved from S&P Global.*
Investment Implications
- Alignment: Heavy use of performance-contingent RSUs tied to pre-tax income, a pay-versus-performance framework using CAP, and a robust clawback policy indicate solid pay-for-performance alignment; hedging/pledging prohibitions further align executive incentives with shareholders .
- Retention and selling pressure: Material upcoming vest dates for the CEO include 22,188 shares on 3/30/2026 and 22,114 shares on 3/29/2027; stock vested of 24,336 shares in FY2025 may create periodic liquidity events, though hedging and pledging are prohibited and sales would be subject to company windows and policies .
- Change-in-control economics: Double-trigger severance with extended salary continuation (24 months), target bonus contributions, and benefit credits under plans; equity accelerates to at least target on corporate transactions if awards are not continued—worth monitoring in M&A scenarios given the sizable equity acceleration values ($6.35m) –.
- Governance: CEO is a director but not independent; separation of Chair and independent committee oversight mitigates dual-role concerns; strong say-on-pay support (95%) reduces near-term governance overhang .
- Red flags: Related-party employment of a family member is modest and Audit Committee-vetted; no tax gross-ups on parachutes; no options repricings; Section 16 compliance largely intact aside from late filings tied to tax withholding .