Thomas Hawkins
About Thomas Hawkins
Thomas W. Hawkins, age 64, has served as an independent Class II director of MSP Recovery (MSPR) since 2022 and is Chair of the Audit Committee; the Board has determined he is independent under Nasdaq rules and that he qualifies as the Audit Committee financial expert. He holds a J.D. from Northwestern University (1986) and an A.B. in Political Science from the University of Michigan (1983), with prior senior roles at Blockbuster, Viacom, AutoNation, and MEDNAX. In 2024, the Board met 12 times and each director, including Mr. Hawkins, attended at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MEDNAX, Inc. | General Counsel & Board Secretary; later Management Consultant | GC/Secretary Apr 2003–Aug 2012; Consultant Feb 2014–Dec 2017 | Senior legal leadership and corporate governance experience |
| New River Capital Partners | Partner | Jan 2000–Mar 2003 | Private equity/transactions experience |
| AutoNation, Inc. | SVP, Corporate Development | May 1996–Dec 1999 | Corporate development/M&A leadership |
| Viacom, Inc. | Executive Vice President | Sep 1994–May 1996 | Senior operating leadership |
| Blockbuster Entertainment | SVP, General Counsel & Secretary | Oct 1989–Sep 1994 | Public-company GC, governance, and legal oversight |
External Roles
| Organization | Public Company? | Role | Committee Roles |
|---|---|---|---|
| SMX (Security Matters) Public Limited Company | Yes | Director (since Mar 2023) | Chair, Risk & Audit Committee |
| Lionheart Holdings (SPAC) | Yes | Director (since Jun 2024) | Chair, Audit Committee |
| Alumni Association of the University of Michigan | No | Treasurer | Leads Finance Committee |
Board Governance
- Committee assignments: Audit Committee Chair; other members are Roger Meltzer and Michael Arrigo; Hawkins is designated the Audit Committee financial expert.
- Independence: The Board has determined Hawkins is independent; 71% of the Board is independent; Audit and Compensation Committees are 100% independent.
- Attendance: In 2024, the Board held 12 meetings and each director attended at least 75% of Board and applicable committee meetings.
- Leadership and executive sessions: The Board combines Chair/CEO roles; no lead independent director is designated; independent directors hold executive sessions without management.
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Annual director retainer (policy) – total ($) | $237,000 (30% cash / 70% equity) | $237,000 (30% cash / 70% equity) |
| Audit Committee Chair cash retainer ($) | $35,000 | $35,000 |
| Additional special committee cash ($) | $75,000 (Hawkins) | $0 |
| Cash actually earned by Hawkins ($) | $181,100 | $106,100 |
| Note on unpaid director cash | — | Company disclosed $80,750 of unpaid Board cash comp due June 30, 2025, to be paid when liquidity allows |
Notes:
- Director retainer structure for non-employee directors: $237,000 per year (30% cash / 70% equity), plus $35,000 for Audit Chair or $25,000 for Audit members; $25,000 for Compensation Chair or $19,000 for Compensation members.
Performance Compensation
| Equity Component | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Annual equity retainer (stock awards) – Hawkins ($) | $165,900 | $165,900 | Equity is the 70% portion of the $237,000 retainer; no performance metrics disclosed for director equity; no additional equity awards in 2024. |
- Performance metrics: None disclosed for non-employee director compensation; director equity is retainer-based, not PSU/metric-linked.
Other Directorships & Interlocks
| Related Entity | Nature of Interlock | Governance Consideration |
|---|---|---|
| Lionheart ecosystem | Hawkins serves as Audit Chair at Lionheart Holdings; MSPR director Ophir Sternberg is associated with Lionheart entities and is an MSPR director, indicating network ties within the Lionheart ecosystem. |
Expertise & Qualifications
- Skills matrix: Executive leadership, public company board, healthcare, technology, legal/regulatory, accounting/finance, risk management, public policy, capital markets, and ESG.
- Audit Committee financial expert designation under Item 407(d)(5) of Reg S-K.
- Legal and corporate development experience at multiple large public companies.
Equity Ownership
| Beneficial Ownership (as of June 13, 2025) | Shares | % of Class A |
|---|---|---|
| Class A Common Stock (direct/indirect and in-the-money derivatives exercisable within 60 days) | 5,772 | <1% |
| Breakdown (footnote detail) | 1,980 Class A + 1,888 New Warrants (individual); 16 Class A + 1,888 New Warrants (Estate of Steven R. Berrard; Hawkins as personal representative with sole voting and investment control) | — |
| Pledged/Hedged | Company policy prohibits hedging, short sales, and pledging MSPR securities; no pledged shares are disclosed for Hawkins in beneficial ownership footnotes. |
Governance Assessment
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Strengths
- Independent director with deep legal, finance, and risk oversight credentials; Audit Committee Chair and designated financial expert.
- Compensation mix emphasizes equity (70% of retainer), aligning with shareholders; cash/equity structure transparent.
- Robust anti-hedging/anti-pledging policy for directors and officers; independent Audit and Compensation Committees.
- Attendance at least 75% of Board/committee meetings in 2024.
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Watch items / potential red flags
- Liquidity pressure: Company disclosed it has not remitted the remaining cash portion of Board compensation due June 30, 2025 totaling $80,750, to be paid when liquidity allows—this raises optics risks around director pay timing and financial flexibility.
- Controlled company considerations: Compensation Committee charter allows non-independent members while MSPR remains a “controlled company,” which can limit minority shareholder influence on pay/governance.
- Network ties: Overlap with Lionheart ecosystem (e.g., Sternberg and Hawkins roles) suggests boardroom network interlocks; not a related-party transaction per se, but merits monitoring for independence of oversight.
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Related-party exposure
- No related-party transactions involving Hawkins are disclosed; extensive related-party disclosures pertain to MSP Principals (CEO/Chief Legal Officer), their law firm, and Virage arrangements, not to Hawkins.
-
Shareholder voting/engagement signals
- Hawkins was re-elected at the 2024 Annual Meeting with 128,578,011 votes for and no votes against; 2025 Annual Meeting re-elected Class III directors (not his class); Board reports ongoing investor communications channels.