André Hawaux
TRACTOR SUPPLY CO /DE/About André Hawaux
Independent director since 2022; age 64. Former EVP, CFO and COO at Dick’s Sporting Goods, with prior CFO and President roles at ConAgra, and senior finance leadership at PepsiCo (including CFO of Pepsi-Cola North America and Pepsi International’s China unit). Designated Audit Committee Financial Expert; currently serves on TSCO’s Audit and Corporate Governance & Nominating Committees. Tenure on TSCO board: elected 2022; re-nominated for one-year term ending 2026 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dick’s Sporting Goods, Inc. | EVP Finance Administration & CFO; later EVP & COO | Joined June 2013; COO through Aug 2017 | Led finance and operations for leading omnichannel sports retailer |
| ConAgra Foods (now Conagra Brands, Inc.) | EVP & CFO; President, Consumer Foods | CFO from 2006; President 2009–May 2013 | Oversight of reporting, internal controls; led Consumer Foods segment |
| PepsiCo | Various finance leadership roles; CFO Pepsi-Cola North America; CFO for Pepsi International China | 26-year career | Financial reporting, internal controls, risk management experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| PulteGroup | Director | Since May 2013 | Audit Committee; Finance Committee |
| Lamb Weston Holdings | Director | Since July 2017 | Audit & Finance Committee |
Interlocks and time-commitment: As a TSCO Audit Committee member, outside directors are limited to three total public company audit committees; Hawaux serves on TSCO’s Audit Committee and audit committees at PulteGroup and Lamb Weston—at the policy maximum but compliant.
Board Governance
- Committee assignments: Audit; Corporate Governance & Nominating. Audit Committee met 12x in FY2024; Corporate Governance & Nominating met 4x. Hawaux is designated an Audit Committee Financial Expert.
- Independence: Board determined Hawaux is independent under Nasdaq rules.
- Attendance and engagement: In FY2024, each incumbent director attended at least 91% of Board and applicable committee meetings; executive sessions for independent directors are held at each regular Board meeting. All then-current directors attended the 2024 Annual Meeting.
- Board leadership: Independent Chair (Edna K. Morris); CEO and Chair roles separated.
- Director resignation/changed circumstances policy and service-on-other-boards limits actively monitored by Corporate Governance Committee.
- Stewardship and risk oversight: Audit oversees financial reporting/internal controls and cybersecurity; Corporate Governance oversees governance, sustainability and social issues.
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $117,000 |
| Stock Awards (RSUs, grant-date fair value) | $164,742 |
| Total | $281,742 |
| Unvested RSUs outstanding at FY-end | 3,100 |
| Vested Deferred RSUs | — |
- Annual RSU grants for non-employee directors vested on one-year anniversary of grant; independent chair receives larger RSU grant.
- Retainer schedule (2024–2025 term): Board cash retainer $95,000; Audit Committee member $17,000 (Chair $20,000); Corporate Governance & Nominating member $10,000 (Chair $10,000); independent chair cash retainer $195,000; non-employee director RSU grant ≈$165,000; chair RSU grant ≈$265,000.
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked pay elements for non-employee directors | None; director RSUs are service-based with one-year vesting. |
Note: Performance metrics (net income, strategic initiatives, PSUs with EPS/net sales and relative TSR modifiers) apply to executives, not directors.
Other Directorships & Interlocks
| Network Aspect | Details |
|---|---|
| Current public boards | PulteGroup; Lamb Weston Holdings |
| Committee roles externally | PulteGroup Audit & Finance; Lamb Weston Audit & Finance |
| Potential conflicts | No related-party transactions requiring disclosure since FY2024; no disclosed business dealings with Hawaux-affiliated entities. |
| Compensation committee interlocks | TSCO discloses no interlocking relationships on its Compensation & Human Capital Committee in 2024; Hawaux is not a member of that committee. |
Expertise & Qualifications
- Audit/finance leadership across large public companies; internal controls, risk management, capital markets expertise; operations acumen.
- Retail and technology/e-commerce exposure and strategic planning/M&A experience.
- Designated Audit Committee Financial Expert at TSCO.
Equity Ownership
| Ownership Metric (as of Mar 21, 2025) | Value |
|---|---|
| Shares beneficially owned | 3,260 |
| Options/PSUs/RSUs vesting within 60 days | 3,100 |
| Total shares + derivative equity counted for ownership | 6,360 |
| Percent of class | <1% |
| Anti-hedging/pledging policy | Company prohibits hedging, options trading, short sales, and pledging/margin accounts for directors. |
| Director stock ownership guideline | 5x annual cash retainer within 5 years; all directors meet or are within initial compliance period. |
Governance Assessment
-
Strengths
- Independent director with deep finance and operational background; Audit Committee Financial Expert designation strengthens oversight of financial reporting, controls, and cybersecurity.
- Solid engagement: committees with meaningful cadence (Audit 12x; Governance 4x); at least 91% meeting attendance; executive sessions each regular meeting.
- Alignment: mix of cash retainer and time-vested RSUs; ownership guideline (5x retainer) and anti-hedging/pledging policy support shareholder alignment.
- External audit/finance committee experience at PulteGroup and Lamb Weston adds relevant oversight skills.
-
Watch items / potential red flags
- Audit committee load at policy maximum (three total audit committees including TSCO, PulteGroup, Lamb Weston) could pose bandwidth risk if issues arise concurrently, though within TSCO limits.
- No performance conditions on director equity (service-based RSUs); common market practice but provides less performance linkage than PSUs used for executives.
- Ongoing monitoring for related-party transactions remains prudent; none disclosed for FY2024.
-
Investor confidence signals
- High say-on-pay support (93%) indicates broad shareholder approval of compensation governance; while focused on executives, it reflects overall program credibility overseen by the board.
- Independent Chair structure and clear resignation/changed-circumstances policies enhance accountability.