Shirley Rozeboom
About Shirley Rozeboom
Shirley A. Rozeboom serves as Vice President – Health & Nutrition at Hawkins, overseeing the Health & Nutrition segment since 2019 after senior commercial leadership roles at Stauber Performance Ingredients (acquired by Hawkins in 2015) . For fiscal 2025, Hawkins exceeded corporate income-before-income-tax (IBIT) targets ($114.383M actual vs $105.537M target), and the Health & Nutrition segment achieved operational profitability above target ($18.139M actual vs $15.822M target), driving incentive payouts of 142% of target under the corporate metric and 173% under the segment metric for Ms. Rozeboom . Equity incentives are tied to IBIT, with fiscal 2025 performance-based RSUs settling at 121% of target across NEOs, including Ms. Rozeboom . The company’s pay-versus-performance framework emphasizes IBIT, net income, and TSR in aggregate disclosures; for Ms. Rozeboom, the most important performance measures are IBIT and Health & Nutrition operational profitability (which includes operating income) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hawkins, Inc. | Vice President – Health & Nutrition | 2019–present | Leads Health & Nutrition segment; incentives based on both corporate IBIT and segment operational profitability |
| Stauber Performance Ingredients (Hawkins subsidiary) | Senior Vice President of Sales | 2012–2019 | Senior commercial leadership at Stauber ahead of and following Hawkins’ acquisition |
| Stauber Performance Ingredients | Director of Sales | 2008–2012 | Sales management at Stauber |
| Stauber Performance Ingredients | Account Executive | 2000–2008 | Front-line commercial role at Stauber |
External Roles
No external directorships or outside public company roles were disclosed in the filings reviewed; executive biography focuses on internal roles at Stauber and Hawkins .
Fixed Compensation
| Metric | FY 2025 | Notes |
|---|---|---|
| Base salary (reported) | $369,885 | Salary reported in SCT for FY 2025 |
| Base salary (approved rate) | $375,000 (effective May 2024) | Compensation Committee adjustment effective May 2024 |
| Target annual cash incentive | 40% of base salary | Threshold 20%; Maximum 80% |
| Actual non‑equity incentive paid | $236,423 (paid FY 2026) | Paid after audit and Committee approval |
| All other compensation | $24,232 | Includes employer 401(k) match of $17,250; remainder is a company‑provided car benefit |
| Retention bonus | $500,000 (paid FY 2025) | Nine‑year retention program tied to FY 2016 Stauber acquisition |
Performance Compensation
| Incentive Type | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| Annual cash incentive – Corporate | Income before income taxes (IBIT) | 50% | 80% of target (no payout below) | $105.537M | $126.644M | $114.383M | 142% of target payout | Cash, paid post-audit in FY 2026 |
| Annual cash incentive – Segment | Health & Nutrition operational profitability (includes operating income) | 50% | $12.658M | $15.822M | $18.986M | $18.139M | 173% of target payout | Cash, paid post-audit in FY 2026 |
| Performance‑based RSU (2019 Plan) | IBIT (company level) | Target grant sized at 60% of base salary | 1,468 units | 2,937 units | 4,405 units | 3,553 shares issued (121% of target) | Grant‑date fair value: $224,974 | Restricted stock issued after performance; vests 100% approx. first day of second fiscal year following performance; FY 2025 awards vest 3/29/2027 |
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 35,567 shares; <1% of outstanding | Includes restricted shares scheduled to vest on 3/30/2026 (7,042) and 3/29/2027 (3,553); excludes outstanding PBRSUs |
| Unvested stock awards at FY‑end | 16,736 shares; $1,776,359 market value | Market value based on $106.14 closing price on 3/28/2025 |
| Stock ownership guidelines | Not disclosed | No guideline multiple found in filings reviewed |
| Hedging | Prohibited for directors/officers/employees and designees | Prohibits instruments that hedge or offset decreases in market value |
| Pledging/margin | Prohibited to hold company securities in margin accounts or pledge as collateral | Anti‑pledging policy in place |
Vesting Schedule (Issued Restricted Stock from PBRSUs)
| Vest Date | Shares |
|---|---|
| 3/31/2025 (related to FY 2023 awards; already vested) | 6,141 |
| 3/30/2026 | 7,042 |
| 3/29/2027 | 3,553 |
Stock Vested in FY 2025
| Metric | Value |
|---|---|
| Shares acquired on vesting | 8,048 |
| Value realized on vesting | $600,542 (at $74.62 per share on vest date) |
Employment Terms
| Provision | Terms for Ms. Rozeboom |
|---|---|
| Executive Severance Plan Tier | Tier 2 (12 months salary continuation for non‑CIC termination; 18 months for CIC) |
| Non‑CIC termination (salary continuation amount) | $375,000 |
| CIC termination (salary continuation amount) | $562,500 |
| Medical/Dental coverage (salary continuation period) | $480 non‑CIC; $719 CIC |
| Outplacement services | $20,000 (up to 12 months) |
| Target bonus amount (CIC termination) | $225,000 |
| Profit sharing/401(k) contributions (CIC termination) | $25,875 |
| Acceleration of equity awards (Death/Disability) | $1,710,977 |
| Acceleration of equity awards (CIC termination) | $1,710,977 |
| Vesting of outstanding equity awards (CIC without termination) | $1,776,359 |
| Clawback policy | Compliant with SEC Rule 10D‑1/Nasdaq; recovers erroneously awarded incentive comp after restatements |
Change‑of‑Control and Corporate Transaction Equity Terms (2019 Plan)
- If a “corporate transaction” occurs during the performance period and awards are not continued, PBRSUs vest immediately at 100% of target; if after performance period, outstanding restricted stock issued in settlement also immediately vests under the same circumstances .
- In a “change in control,” if PBRSUs are continued but the executive is terminated without cause or resigns for good reason during the performance period, PBRSUs vest at 100% of target and settle in unrestricted shares; if termination occurs after performance period, all restricted shares issued in settlement of earned PBRSUs vest immediately (double‑trigger with termination) .
- Definitions: corporate transaction includes sale of substantially all assets, merger/consolidation, statutory share exchange; cause and other severance definitions per plan and proxy .
Compensation Structure Analysis
- Ms. Rozeboom was a first‑time Named Executive Officer (NEO) in FY 2025; no prior SCT history for FY 2024/FY 2023, limiting year‑over‑year mix analysis for her specifically .
- Hawkins emphasizes performance‑based pay: annual cash tied to IBIT and, for segment leaders, business unit profitability; long‑term equity via one‑year PBRSU measurement and two‑year service‑vesting in restricted stock .
- Options have not been used in recent years; equity grants are performance‑based RSUs settling into restricted stock, aligning with retention and long‑term value .
- Say‑on‑pay support remains strong (95% approval at last annual meeting), indicating shareholder acceptance of the pay program .
Risk Indicators & Related Party Items
- Late Section 16(a) Form 4 filings were noted for several executives, including Ms. Rozeboom, due to forfeiture of shares to satisfy tax withholding upon vesting (filed April 14, 2025) .
- Related party employment: the company employs Ms. Rozeboom’s daughters (Macy Pollgreen and Riley Segura); each received total compensation not exceeding $245,000 in FY 2025; transactions are reviewed and ratified by the Audit Committee .
- Hedging and pledging of company stock are prohibited for executives/directors (positive alignment signal) .
Equity Grant Detail (FY 2025)
| Item | Value |
|---|---|
| Grant date | 5/15/2024 |
| Target % of base salary | 60% |
| RSU units – threshold/target/maximum | 1,468 / 2,937 / 4,405 |
| Units earned; shares issued (settlement) | 3,553 (121% of target) |
| Grant‑date fair value | $224,974 |
| Settlement/vesting | Restricted stock vests 100% approx. first day of second fiscal year after performance; FY 2025 award vests 3/29/2027 |
Ownership Detail
| Category | Shares | Notes |
|---|---|---|
| Beneficially owned | 35,567; <1% of shares outstanding | Includes restricted stock scheduled to vest 3/30/2026 (7,042) and 3/29/2027 (3,553); excludes outstanding PBRSUs |
| Outstanding unvested awards (RSUs and restricted stock combined) | 16,736; $1,776,359 market value at $106.14 | FY 2023 settlement vested 3/31/2025; FY 2024 vests 3/30/2026; FY 2025 vests 3/29/2027 |
Employment & Contract Mechanics
- Executive Severance Plan Tier 2: 12 months salary continuation non‑CIC; 18 months with CIC, plus COBRA reimbursement, outplacement, and additional bonus and retirement contribution equivalents under CIC .
- Conditions include covenants and release; “cause” definitions include willful failure to follow directives, material policy breaches injurious to the company, embezzlement/misappropriation, and felony conviction/confession materially injurious to the company .
Investment Implications
- Strong pay‑for‑performance linkage: Ms. Rozeboom’s incentives are split between corporate IBIT and Health & Nutrition segment profitability, with FY 2025 payouts well above target reflecting execution in both areas; equity awards settle at 121% of target, with multi‑year vesting supporting retention and alignment .
- Retention and alignment: meaningful unvested equity ($1.78M market value; scheduled vesting through FY 2027) and anti‑hedging/anti‑pledging policies reduce near‑term selling pressure and improve alignment; severance protections are moderate (Tier 2) with double‑trigger CIC vesting .
- Watch items: related‑party employment of immediate family and late Section 16 filing (tax withholding forfeiture) are governance footnotes to monitor, though reviewed by the Audit Committee; no evidence of option repricing, tax gross‑ups, or hedging/pledging activity .
- Overall, compensation structure and vesting cadence suggest low forced‑sale risk and solid retention, with performance metrics directly tied to segment and corporate profitability—key levers for continued value creation in Health & Nutrition.