Tom Hawkins Jr.
About Tom S. Hawkins, Jr.
Independent director and Audit Committee Chair at United States Lime & Minerals, Inc. (USLM). Age 68; director since November 2022. Retired utility executive with deep operating and financial oversight experience; certified public accountant (inactive) and designated audit committee financial expert. Background includes 22 years at Atmos Energy with division president roles and earlier public accounting experience at Arthur Andersen. Independence affirmed by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atmos Energy Corporation | President, Louisiana Division | 2005–2019 | Full P&L and oversight of marketing, construction & service, regulatory, legislative, accounting/budgeting, HR, public affairs (statewide operations leadership) |
| Atmos Energy Corporation | President, West Texas Division | 2000–2005 | Division leadership with operational, commercial, and regulatory responsibilities |
| Arthur Andersen LLP | Audit Manager | N/A | Public accounting, financial reporting and audit rigor foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woman’s Hospital of Baton Rouge (non-profit) | Director | 2011–2019 | Board service at specialty hospital |
| Heritage Propane (national propane distributor) | Director | 2000–2003 | Board service at energy distributor |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Hawkins is independent under Nasdaq rules |
| Committee assignments | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Audit Committee Financial Expert | Yes (Board designation) |
| Meeting cadence (2024) | Board: 7; Audit: 6; Compensation: 4; Nominating & Governance: 5 |
| Attendance and engagement | Each director attended ≥75% of aggregate Board and applicable committee meetings; all directors attended 2024 annual meeting; independent directors meet in executive session each quarterly Board meeting |
| Related-party oversight | Audit Committee (chaired by Hawkins) reviews and approves all related-party transactions and oversees insider trading policy and whistleblower procedures |
Fixed Compensation
| Component | Structure / Amount |
|---|---|
| Annual retainer (cash) | $20,000 |
| Per diem meeting fee | $1,500 for in-person meetings |
| Telephonic meeting fee | $1,000 |
| Committee chair retainers | Audit Chair: $10,000; Compensation Chair: $5,000 |
| 2024 fees earned in cash – Hawkins | $51,000 |
Performance Compensation
| Equity Vehicle | Policy | Vesting | Performance Link |
|---|---|---|---|
| Annual director equity grant | Non-employee directors may elect either 9,000 stock options or 3,000 shares of restricted stock upon election/re-election | Options vest immediately; restricted stock vests after 6 months | None disclosed (service-based vesting only) |
| 2024 equity – Hawkins | Stock awards (grant-date fair value) $196,020 | As above (restricted stock per policy) | None disclosed |
Equity mix signal: For 2024, Hawkins’ director pay was predominantly equity-based ($196,020 stock awards vs. $51,000 cash), aligning director incentives with shareholder value .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond USLM |
| Prior boards | Woman’s Hospital of Baton Rouge (2011–2019); Heritage Propane (2000–2003) |
| Board interlocks / network ties | Fellow USLM director Richard W. Cardin previously served on the board of Atmos Energy (through 2011); Hawkins held senior operating roles at Atmos through 2019 (no disclosed compensation committee interlock) |
Expertise & Qualifications
- CPA (inactive); Audit Committee Financial Expert (SEC definition)
- Extensive operating leadership in regulated utilities (Atmos divisions) with comprehensive remit spanning regulatory, legislative, finance, HR, and public affairs
- Prior public accounting experience (Arthur Andersen) adds financial reporting and controls expertise
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Tom S. Hawkins, Jr. | 8,940 | <1% | As of March 14, 2025; all directors/executives’ individual holdings disclosed; less than 1% |
| Hedging/Pledging policy | Company prohibits short selling and hedging and includes prohibitions against pledging for covered persons (includes directors), subject to policy exceptions and preclearance regimes |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair; designated financial expert enhances financial reporting and related-party oversight credibility .
- Strong engagement: Board and committee meeting cadence with ≥75% attendance and quarterly independent executive sessions .
- Director compensation structure emphasizes equity; Hawkins’ 2024 pay was majority stock-based, aligning incentives with TSR .
- Audit Committee charter centralizes related-party transaction review (including with controlling shareholder affiliate) with explicit independence safeguards and ability to engage advisors .
-
Potential Risks / RED FLAGS
- Control shareholder concentration: Inberdon Enterprises owns 61.68% of outstanding shares; Antoine M. Doumet (Chair) is brother of Inberdon’s ultimate owner, yet is deemed independent—this structure elevates related-party and minority protection risk; places added weight on Audit Chair independence and rigor .
- Board relies on internal judgment for executive pay without an external compensation consultant; while not inherently negative, it can raise scrutiny in a controlled company context .
- No performance-based metrics disclosed for director equity (service-based vesting only); investors may prefer longer vesting or performance conditions to reinforce long-term alignment .
-
Additional signals
- Insider trading policy includes robust prohibitions (short sales, hedging, pledging), blackout/preclearance, and whistleblower procedures—supportive of governance best practices .
- Say-on-pay: Committee noted “favorable outcome” and maintained program approach; detailed approval percentages not disclosed here .
Data Appendices
Director Compensation Detail (2024)
| Director | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Tom S. Hawkins, Jr. | 51,000 | 196,020 | — | 247,020 |
Director Compensation Schedule (Policy)
| Item | Amount |
|---|---|
| Annual Retainer | 20,000 |
| Per Diem (in-person) | 1,500 |
| Telephonic Meeting Fee | 1,000 |
| Audit Committee Chair Retainer | 10,000 |
| Compensation Committee Chair Retainer | 5,000 |
| Annual Director Equity Grant (choice) | 9,000 options or 3,000 restricted shares; options vest immediately; RSUs vest 6 months |
Board/Committee Activity and Attendance (2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 7 | Each director attended ≥75% of Board + applicable committees; all directors attended 2024 annual meeting; independent directors hold executive sessions each quarterly Board meeting |
| Audit Committee | 6 | See above |
| Compensation Committee | 4 | See above |
| Nominating & Corporate Governance Committee | 5 | See above |
Beneficial Ownership (as of March 14, 2025)
| Holder | Shares | % |
|---|---|---|
| Tom S. Hawkins, Jr. | 8,940 | <1% |
Committee Memberships (Current)
| Committee | Members | Chair |
|---|---|---|
| Audit | Hawkins, Cardin, Wolkenstein, Duhé | Hawkins |
| Compensation | Cardin, Doumet, Hawkins, Duhé | Cardin |
| Nominating & Corporate Governance | Doumet, Cardin, Hawkins, Duhé, Weirich | Doumet |
Related-Party Oversight Context
- Control shareholder: Inberdon Enterprises Ltd. beneficially owns 17,653,780 shares (61.68%); all Inberdon shares held indirectly by Mr. George M. Doumet. Director Antoine M. Doumet is George M. Doumet’s brother; Board nonetheless determined Antoine is independent. Audit Committee (chaired by Hawkins) is responsible for reviewing/approving any related-party transactions and may seek independent advisers/fairness opinions.