DEF 14A of Hawkins Inc, Jun 20, 2024

DEF 14A of Hawkins Inc

Filed Jun 20, 2024 · FY20240000046250-24-000015

Open on EDGAR

  1. PROPOSAL ONE — ELECTION OF DIRECTORS

    PROPOSAL ONE — ELECTION OF DIRECTORS The Board has fixed at eight the number of directors to be elected at the Annual Meeting. Our Amended and Restated By-Laws (our "By-Laws") provide for a Board of not fewer than three and not more than eleven directors. Our Board currently consists of eight directors. Our Board has nominated James A. Faulconbridge, Patrick H. Hawkins, Mary J. Schumacher, Jeffrey E. Spethmann, Daniel J. Stauber, Yi "Faith" Tang, James T. Thompson and Jeffrey L. Wright for election to the Board, each to hold office for the ensuing year and until his or her successor is duly elected and qualified. Executed and delivered proxies, including any submitted electronically, will be voted for the election of all nominees unless you direct otherwise. Should any nominee decline or be unable to accept such nomination or to serve as a director (an event which our management does not expect to occur), proxies will be voted for a substitute nominee or nominees in accordance with the best judgment of the person or persons acting under them.

  2. PROPOSAL ONE — ELECTION OF DIRECTORS

    | OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR. |

  3. Information About Our Directors

    Information About Our Directors Our directors have served as our directors continuously since the years indicated below. The following information, including the principal occupation or employment of each director nominee, has been furnished to us by the respective director nominees. There are no family relationships among any of our directors, executive officers, or director nominees. Each director nominee brings unique capabilities to our Board. The Board believes the nominees as a group have the experience and skills in areas such as general business management, corporate governance, manufacturing, finance, strategic planning and risk management that are necessary to effectively oversee our company. In addition, the Board believes that each of our directors possesses high standards of ethics, integrity and professionalism, sound judgment and a commitment to representing the long-term interests of our shareholders. Set forth below for each director nominee are the name, age, principal occupation, and the year of their first election as a director of our Board.

  4. Information About Our Directors

    | Name of Nominee | Age | Principal Occupation | Director Since | | James A. Faulconbridge | 56 | President, Karges-Faulconbridge, Inc | 2006 | | Patrick H. Hawkins | 53 | President and Chief Executive Officer, Hawkins, Inc. | 2011 | | Mary J. Schumacher | 67 | Retired Executive | 2012 | | Jeffrey E. Spethmann | 59 | CEO, HydrogenPro, Inc. | 2021 | | Daniel J. Stauber | 62 | Chief Brand Officer, Stauber Performance Ingredients, Inc. | 2016 | | Yi "Faith" Tang | 48 | Chief Information Officer, Mortenson Construction | 2020 | | James T. Thompson | 73 | Retired Executive | 2009 | | Jeffrey L. Wright | 61 | Retired Executive | 2009 |

  5. Information About Our Directors

    The following provides certain additional information regarding each director nominee. James A. Faulconbridge has served as President of Karges-Faulconbridge, Inc., an engineering and technical services firm that services a broad variety of industries, including the ethanol industry, since 2006. His background provides the company with technical expertise and insight into various industries we serve, and in capital planning and carbon footprint techniques. Patrick H. Hawkins has been with the company since 1992, having served as President since 2010; Business Director - Food and Pharmaceuticals from 2009 to 2010; Business Manager - Food and Co-Extrusion Products from 2007 to 2009; Sales Representative - Food Ingredients from 2002 to 2009; and, various other positions with the company from 1992 to 2002. Mr. Hawkins holds a bachelor's degree in chemistry from the University of Saint Thomas. His vast experience with our company has given him an intimate knowledge of our company and its business and a deep passion for our continued success. Mary J. Schumacher served as Chief Operating Officer of Twin Cities Habitat for Humanity from 2010 to 2016; Senior Vice President and General Manager at Andersen Corporation from 2008 to 2010 and Senior Vice President, Research, Technology, Quality and Engineering from 2003 to 2008; various positions at Ecolab Inc. from 1992 to 2003; and, various positions at The Pillsbury Company from 1979 to 1992. Ms. Schumacher holds a bachelor’s degree in chemical engineering from the University of Minnesota, and has extensive knowledge of the chemical industry and valuable experience in research and development, quality and business development. Jeffrey E. Spethmann has served as CEO of HydrogenPro, Inc., a U.S. subsidiary of Norway based HydrogenPro ASA, since January 2024. Prior to joining HydrogenPro, Mr. Spethmann served as Senior Vice President of Industrial Products of Donaldson Company, Inc. from April 2016 through October 2023, and held various positions at Donaldson Company since joining the company in 2013, including Vice President, Exhaust and Emissions and Vice President, Global Industrial Air Filtration. Prior to joining Donaldson, Mr. Spethmann held the positions of General Manager and President of Blow Molded Specialties, Inc., from 1999 to 2012. Mr. Spethmann has a bachelor’s degree in mechanical engineering and an M.B.A. from the University of Minnesota. His experience and knowledge in sales and manufacturing processes at a large corporation adds valuable insight to our Board. Daniel J. Stauber has served as Chief Brand Officer of Stauber Performance Ingredients, Inc, (“Stauber”), a wholly owned subsidiary of the company, since March 2019. Mr. Stauber served as Vice President - Health and Nutrition and as President of Stauber, from February 2018 through March 2019 and as Chief Brand Officer for Stauber since our acquisition of Stauber in 2015 through January 2018; Chief Executive Officer of Stauber from 1998 until its acquisition in 2015; President from 1994 to 1998 and various other positions with Stauber from 1984 to 1994. His extensive knowledge of the health and nutrition industry is valuable in formulating and executing our business plans and growth strategies for this segment of our business. Yi "Faith" Tang has served as Chief Information Officer of Mortenson Construction since October 2023, and previously served as Global Chief Information Officer and Chief Digital Officer of MiTek, Inc. (a Berkshire Hathaway company) from September 2021 to September 2023, and held various positions at H.B. Fuller Company from 2010 to September 2021, most recently as Global Chief Information Officer. Prior to that, Ms. Tang held various positions at Baxter, Johnson & Johnson and Eli Lilly. Ms. Tang holds a bachelor’s degree in Computer Software from Shanghai University of China and an M.B.A. from Renmin University of China. Her experience in information technology at a large industrial manufacturing company adds valuable insight to our Board. James T. Thompson served as Executive Vice President - Commercial of The Mosaic Company from 2004 to 2007, and held various positions at Cargill, Inc. from 1974 to 2004, most recently as President of Cargill Steel from 1996 to 2004. His experience with major manufacturing and commodity companies is valuable to us in our commodity chemicals business. Jeffrey L. Wright served as Chief Financial Officer of G&K Services, Inc. from 1999 to 2014, Executive Vice President and Director from 2009 to 2014, Senior Vice President from 2004 to 2009, and Treasurer and Secretary from 1999 to 2003; Treasurer at BMC Industries, Inc. from 1998 to 1999 and Controller from 1996 to 1998; various positions at Employee Benefit Plans, Inc. from 1993 to 1996; and was employed by Arthur Andersen & Co. from 1984 to 1993. His extensive public company finance and audit experience provides us with valuable financial and accounting experience as well as public company board experience.

  6. Compensation Discussion and Analysis

    Compensation Discussion and Analysis The following discussion and analysis describes our compensation objectives and policies and the compensation awarded to the following executive officers (our “named executive officers”) during fiscal 2024: •Patrick H. Hawkins, Chief Executive Officer and President; •Jeffrey P. Oldenkamp, Executive Vice President, Chief Financial Officer and Treasurer; •Drew M. Grahek, Vice President - Operations; •Richard G. Erstad, Vice President, General Counsel and Secretary; and, •Douglas A. Lange, Vice President - Water Treatment. Overview Our executive compensation program is designed to attract and retain executives who will lead our company to achieve long-term success and growth in shareholder value. Consistent with that goal, our executive compensation program is based on company, business unit and individual performance to align the interests of our executive officers with those of our shareholders and is used to encourage our executive officers to stay with the company. Our executive compensation program currently includes a mix of elements that rewards current results as well as motivates long-term performance through an appropriate balance of base pay and performance-based variable compensation. Our performance-based variable compensation consists of a short-term component that provides incentives relative to superior current business results as well as personal performance, and a long-term incentive plan that motivates long-term performance and aligns business objectives with the interests of our shareholders. During fiscal 2024, the compensation committee did not make any significant changes to its executive compensation policies or to the structure of our executive compensation program, having taken into account, among other things, the fact that the holders of over 94% of the shares voted at our last annual meeting of shareholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for that annual meeting. Performance Measures For all named executive officers except for Mr. Lange, the sole performance measure for fiscal 2024 for purposes of both the non-equity and equity-based incentive arrangements was income before income taxes. Because actual performance exceeded the maximum performance level, our named executive officers received payouts of 200% of the targeted payout level under the corporate performance measure of our annual non-equity incentive compensation arrangement. In addition, all of the named executive officers, including Mr. Lange, earned 150% of the targeted number of shares of restricted stock issuable in settlement of the performance-based restricted stock units granted for fiscal 2024, as described below. For Mr. Lange, our Vice President - Water Treatment, 50% of his incentive arrangement was the same measure of income before income taxes. Because he is in charge of a segment, the performance measure for the remaining 50% of his incentive arrangement was an operational performance measure, of which gross profit is a component. The vice presidents of our other two segments have similar operational performance measures. Gross profit for our Water Treatment segment was $98.5 million for fiscal 2024. The Compensation Committee utilized an operational measure of business unit profitability, which includes gross profit as a component of that profitability measure, as the performance measure for the business unit performance portion of the non-equity incentive compensation arrangement for Mr. Lange. The actual performance against that operating measure was above the maximum performance level for the Water Treatment segment, and as a result Mr. Lange received a payout equal to 200% of target under the business unit performance measure of our annual non-equity incentive compensation arrangement. 2024 Performance Goals for Annual Non-Equity and Equity Awards

  7. Compensation Discussion and Analysis

    | | Compensation Element | Purpose | Key Characteristics | | Fixed Component | Base Salary (Cash) | Provides a steady pay that is generally competitive with the companies with which we compete for talent | Determined by responsibility, level of position, competitive pay assessment and individual performance | | Performance-Based Component | Annual Non-Equity Incentive Compensation (Cash) | Rewards the achievement of operational and other performance goals Motivates performance by delivering greater rewards for superior company and business unit performance, while delivering reduced or no awards for company or business unit underperformance | Annual cash award, which for fiscal 2024 was subject to achievement of company and business unit performance goals | | | Performance-Based Restricted Stock Unit Awards (Equity) | Incentivizes retention and aligns compensation to long-term shareholder value and stock price appreciation Motivates long-term performance by delivering greater rewards for superior company performance, while delivering reduced or no awards for company underperformance | One-year performance measurement period, and two-year additional vesting period following issuance of restricted stock |

  8. Compensation Discussion and Analysis

    | Position | Threshold Annual Cash Incentive Payment | Target Annual Cash Incentive Payment | Maximum Annual Cash Incentive Payment | | Patrick H. Hawkins, Chief Executive Officer | 50% | 100% | 200% | | Jeffrey P. Oldenkamp, Chief Financial Officer | 37.5% | 75% | 150% | | Drew M. Grahek, Vice President - Operations | 20% | 40% | 80% | | Richard G. Erstad, General Counsel | 20% | 40% | 80% | | Douglas A. Lange, Vice President - Water Treatment | 20% | 40% | 80% |

  9. Compensation Discussion and Analysis

    The Compensation Committee established the payment opportunities for each of the named executive officers based on the relative scope of such named executive officer's responsibilities and resulting ability to impact the company’s performance. The Compensation Committee determined that 100% of the annual cash incentive payment opportunities for each of our named executive officers (other than Mr. Lange) for fiscal 2024 should be based upon corporate performance against the pre-tax income goal to reflect their significant company-wide responsibilities and resulting ability to impact the overall success of the company. The Compensation Committee determined that 50% of the annual cash incentive payment opportunity for Mr. Lange for fiscal 2024 should be based upon corporate performance against the pre-tax income goal and 50% should be based upon the profitability of his business unit to reflect his dual roles as leader of his business unit and as a member of the company’s overall executive management team. No annual cash incentive payments are made unless the threshold level of 80% of the respective target performance level is achieved. Performance between 80% and 100% of the respective target results in a payout on a sliding scale from 50% of the target level cash incentive payment for achieving exactly 80% of the performance target to 100% of the target level cash incentive payment for achieving exactly the respective target performance level (e.g., achieving 90% of the performance target will lead to a payout of 75% of the target level cash incentive payment). Performance between 100% and 120% of the respective target level results in a payout on a sliding scale from 100% of the target level cash incentive payment for exactly meeting the performance target to 200% of the target level cash incentive payment for exceeding the performance target by 20% (e.g., achieving 105% of performance target will lead to a payout of 125% of the target level cash incentive payment). Performance over 120% of the applicable performance target does not result in any additional annual cash incentive payment. Corporate and Business Unit Financial Measures. The corporate performance portion of the annual cash incentive payment was based on our company-wide results for fiscal 2024 as measured by income before income taxes, as compared to a targeted level of the same financial measure for that period. For our Water Treatment segment (Mr. Lange), the business unit performance portion of the annual cash incentive payment was based on an operational measure of business unit profitability for fiscal 2024 that measures product sales less the cost of materials including freight in, the freight costs to deliver the product to the customer and the selling costs as compared to a targeted level of such operational profitability for that period. In each case, the targeted levels of performance were based on the level of anticipated performance that was derived from the company’s annual operating plan. The corporate and business unit financial goals for fiscal 2024 and the actual performance against those goals are summarized below (amounts in thousands).

  10. Compensation Discussion and Analysis

    The Compensation Committee set these target performance levels to ensure that a substantial portion of each named executive officer’s cash compensation is tied to corporate and business unit performance, as appropriate, and to provide our named executive officers with a performance-based opportunity to achieve market-competitive total compensation. The Compensation Committee determined that income before income taxes was the best measure of overall corporate financial performance and that the operational profitability measure described above was the best measures of business unit financial performance. Because our income before income taxes was greater than the maximum level of performance for the 2024 fiscal year, our named executive officers received 200% of the targeted payout under the corporate financial measure for fiscal 2024. Because business unit operational profitability performance for the Water Treatment Group was greater than the maximum level of performance, Mr. Lange received 200% of his targeted payout under the business unit financial measure. Annual Equity Awards Our equity incentive compensation program is designed to: •align the interests of the participants with those of our shareholders, •provide incentives for the retention of our named executive officers, •establish a minimum level of performance for payouts, •provide an opportunity for increased payouts for performance in excess of established targets, and •provide an equity incentive program that is competitive with the programs provided by companies with whom we compete for talent. For fiscal 2024, as had been the case in prior years, the equity incentive compensation program consisted of grants of performance-based restricted stock units under our 2019 Plan that would vest based on company performance during fiscal 2024 and would be settled in shares of restricted stock that would vest after two more years of service. The Compensation Committee determined, with the assistance of McLagan, to continue granting performance-based restricted stock units to our named executive officers so that a significant portion of each named executive officer’s compensation would be performance-based. For fiscal 2024, the target number of shares issued to each named executive officer pursuant to his or her performance-based restricted stock unit award was based on a percentage of the executive’s base salary and converted into a target number of shares based on the closing price of a share of our common stock on the date of grant. The resulting awards, approved by the Compensation Committee in May 2023, provided that each named executive officer would receive up to a maximum number of shares of restricted stock based on our performance during fiscal 2024 measured against the same pre-tax income target used in the annual non-equity incentive compensation awards described above. The actual number of restricted stock units that would be earned and settled on a one-for-one basis in shares of restricted stock was based on a sliding scale for the relevant income above or below the target level, and was subject to minimum threshold and maximum settlement amounts. For fiscal 2024, the target was set at $74.3 million, the same level as our target used for our non-equity incentive plan arrangement described above. Our actual performance was $104.1 million, reflecting our actual income before income taxes. If our actual results were less than 80% of the target in fiscal 2024, then no restricted stock units would be earned and settled in shares of restricted stock. If our actual results were between 80% and 100% of the target in fiscal 2024, then a number of restricted stock units would have been earned and settled in shares of restricted stock based on a sliding scale between 50% and 100% of the target number of shares of restricted stock. If our actual results were between 100% and 120% of the target in fiscal 2024, then a number of restricted stock units would have been earned and settled in shares of restricted stock based on a sliding scale between 100% and 150% of the target number of shares of restricted stock. Because our actual results were greater than the maximum level of performance for the fiscal 2024, the named executive officers each received restricted stock equal to 150% of the target number of shares of restricted stock. The Compensation Committee established the following performance-based restricted stock unit award amounts for our named executive officers for fiscal 2024:

  11. Compensation Discussion and Analysis

    | Position | Target % of Base Salary | Minimum Units | Target Units | Maximum Units | Units Vested and Number of Shares of Restricted Stock Actually Issued | | Patrick H. Hawkins, Chief Executive Officer | 100% | 7,396 | 14,792 | 22,188 | 22,188 | | Jeffrey P. Oldenkamp, Chief Financial Officer | 75% | 4,075 | 8,151 | 12,266 | 12,266 | | Drew M. Grahek, Vice President - Operations | 60% | 2,563 | 5,126 | 7,689 | 7,689 | | Richard G. Erstad, General Counsel | 65% | 2,543 | 5,087 | 7,630 | 7,630 | | Douglas A. Lange, Vice President - Water Treatment | 60% | 2,347 | 4,695 | 7,042 | 7,042 |

  12. Other Agreements and Policies

    Other Agreements and Policies Tax Considerations Section 162(m) of the Internal Revenue Code (the "Code") disallows a tax deduction to public companies for compensation of more than $1 million paid in any taxable year to each “covered employee,” which includes any person who served as chief executive officer or chief financial officer at any time, as well as any person who was ever identified as a covered employee in 2017 or any subsequent year. To the extent the total compensation of any covered employee exceeds $1 million in a taxable year, the amount in excess of $1 million is not deductible for taxes. While the Compensation Committee is mindful of the benefit to us of the deductibility of compensation, the Compensation Committee continues to believe that shareholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the company. The Compensation Committee’s ability to continue to provide a competitive compensation package to attract, motivate and retain the company’s most senior executives is considered critical to the company’s success and to advancing the interests of its shareholders. Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. We do not provide tax gross-ups on income that is deemed made in connection with a change in control. Section 409A of the Code also affects the payments of certain types of deferred compensation to key employees and includes requirements relating to when payments under such arrangements can be made, acceleration of benefits, and timing of elections under such arrangements. Failure to satisfy these requirements will generally lead to an acceleration of the timing for including deferred compensation in an employee’s income, as well as certain penalties and interest. Our nonqualified deferred compensation arrangements are designed to meet the requirements of Section 409A. Risks Arising from Compensation Policies and Practices Our management annually conducts an evaluation of the risks arising from our company-wide compensation policies and practices with respect to employees. Management prepared an analysis of our compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company. In connection with its risk oversight role, our Compensation Committee reviewed and agreed with management’s analysis and conclusions.

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for our last three completed fiscal years of our named executive officers identified for fiscal 2024.

  14. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($) | | Patrick H. Hawkins | 2024 | 637,000 | 636,944 | 1,274,000 | 68,069 | 2,616,013 | | Chief Executive Officer and President | 2023 | 615,000 | 614,952 | 930,495 | 62,962 | 2,223,409 | | | 2022 | 515,000 | 514,950 | 1,030,000 | 59,515 | 2,119,465 | | Jeffrey P. Oldenkamp | 2024 | 468,000 | 350,982 | 702,000 | 47,678 | 1,568,660 | | Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 452,000 | 338,967 | 512,907 | 49,009 | 1,352,883 | | | 2022 | 412,000 | 308,989 | 618,000 | 40,055 | 1,379,044 | | Drew M. Grahek | 2024 | 368,000 | 220,726 | 294,400 | 48,491 | 931,617 | | Vice President – Operations | 2023 | 355,000 | 212,927 | 214,846 | 45,023 | 827,796 | | | 2022 | 325,000 | 194,947 | 260,000 | 40,810 | 820,757 | | Richard G. Erstad | 2024 | 337,000 | 219,046 | 269,600 | 62,561 | 888,207 | | Vice President, General Counsel and Secretary | 2023 | 325,000 | 211,241 | 196,690 | 59,950 | 792,881 | | | 2022 | 298,200 | 193,804 | 238,560 | 58,459 | 789,023 | | Douglas A. Lange (d) | 2024 | 337,000 | 202,167 | 269,600 | 43,666 | 852,433 | | Vice President – Water Treatment | | | | | | |

  15. Summary Compensation Table

    (a) Amounts represent the aggregate grant date fair value of awards made each fiscal year, as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. See Note 9, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for fiscal 2024 for a description of our accounting for these awards and the assumptions used in valuing the awards. The value is computed based on the estimated probable outcome of the applicable performance conditions as of the grant date. The following table shows the grant date fair values of the performance-based restricted unit awards granted in fiscal 2024 as reported, and what such values would have been assuming the highest level of performance conditions would be achieved:

  16. Summary Compensation Table

    | Name | Amount Reported | Maximum Amount | | Patrick H. Hawkins | $636,944 | $955,415 | | Jeffrey P. Oldenkamp | $350,982 | $526,430 | | Drew M. Grahek | $220,726 | $331,088 | | Richard G. Erstad | $219,046 | $328,526 | | Douglas A. Lange | $202,167 | $303,207 |

  17. Summary Compensation Table

    (b) See the description of target levels of corporate performance and business unit performance, as described under “Annual Non-Equity Incentive Compensation” in the Compensation Discussion and Analysis above. The amounts reported for fiscal 2024 were paid in fiscal 2025 promptly after approval by the Compensation Committee. (c) Amounts of All Other Compensation reported for fiscal 2024 include: •Contributions by the company on behalf of each of each of our named executive officers to our nonqualified deferred compensation plan, profit sharing plan, ESOP and employer 401(k) matching component of our Profit Sharing Plan, if applicable, as set forth below.

  18. Summary Compensation Table

    | Name | Nonqualified Deferred Compensation Plan | Profit Sharing Plan | ESOP | Employer 401(k) Matching Component of Profit Sharing Plan | | Patrick H. Hawkins | $33,000 | $— | $— | $16,500 | | Jeffrey P. Oldenkamp | $— | $8,250 | $8,250 | $16,500 | | Drew M. Grahek | $— | $8,250 | $8,250 | $16,500 | | Richard G. Erstad | $33,000 | $— | $— | $14,850 | | Douglas A. Lange | $— | $8,250 | $8,250 | $16,500 |

  19. Summary Compensation Table

    The remaining amount included for each individual, if any, consists of the personal value of a company-provided car (based on the incremental cost to the company, calculated as the personal use portion of the amortized cost of acquiring and operating the car). For income tax purposes, the amount included in the executive officer’s income is based on IRS regulations. The company does not provide the named executive officers with any tax reimbursement or gross-up of this amount. (d) Mr. Lange was not a named executive officer for fiscal 2023 or fiscal 2022.

  20. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards to our named executive officers during fiscal 2024.

  21. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | Grant Date Fair Value of Stock Awards ($)(c) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Patrick H. Hawkins | 5/17/2023 | 318,500 | 637,000 | 1,274,000 | | | | | | | 5/17/2023 | | | | 7,396 | 14,792 | 22,188 | 636,944 | | Jeffrey P. Oldenkamp | 5/17/2023 | 175,500 | 351,000 | 702,000 | | | | | | | 5/17/2023 | | | | 4,075 | 8,151 | 12,266 | 350,982 | | Drew M. Grahek | 5/17/2023 | 73,600 | 147,200 | 294,400 | | | | | | | 5/17/2023 | | | | 2,563 | 5,126 | 7,689 | 220,726 | | Richard G. Erstad | 5/17/2023 | 67,400 | 134,800 | 269,600 | | | | | | | 5/17/2023 | | | | 2,543 | 5,087 | 7,630 | 219,046 | | Douglas A. Lange | 5/17/2023 | 67,400 | 134,800 | 269,600 | | | | | | | 5/17/2023 | | | | 2,347 | 4,695 | 7,042 | 202,167 |

  22. Grants of Plan-Based Awards

    (a)Awards represent potential payments under our annual non-equity incentive compensation arrangement for fiscal 2024. Potential payments are based on specified levels of performance against corporate and business unit objectives, as applicable, as described under “Annual Non-Equity Incentive Compensation” in the Compensation Discussion and Analysis. The actual amounts earned for fiscal 2024 are the sole components of “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above. Except in the case of death or retirement, executives must be employed on the last day of the fiscal year to be eligible for a payment. The threshold, target and maximum payments are based on the plan’s requirements, which were 50%, 100% and 200% of base salary, respectively, for Mr. Hawkins; 37.5%, 75% and 150% of base salary, respectively, for Mr. Oldenkamp; and 20%, 40% and 80% of base salary, respectively, for the Messrs. Grahek, Erstand and Lange. (b)Awards represent potential issuances of shares of restricted stock in settlement of performance-based restricted stock unit awards granted for fiscal 2024 under our 2019 Plan. The number of shares of restricted stock to be issued was based on the degree to which we achieved specified levels of income before taxes during fiscal 2024. See “Annual Equity Awards” in the Compensation Discussion and Analysis for the performance goals applicable to the performance-based restricted stock units granted for performance in fiscal 2024. Additional terms of the outstanding performance-based restricted stock units are described in Note (a) to the Outstanding Equity Awards at 2024 Fiscal Year-End table. The number of shares of restricted stock actually issued to each individual for fiscal 2024 performance was 150% of target, and is as follows: Mr. Hawkins, 22,188 shares; Mr. Oldenkamp, 12,266 shares; Mr. Grahek, 7,689 shares; Mr. Erstad, 7,630 shares; and Mr. Lange, 7,042 shares. Performance-based restricted stock units are not entitled to dividends until restricted stock has been issued. Each award of performance-based restricted stock units was granted under our 2019 Plan. (c)Grant date fair value for performance-based restricted stock units was determined in accordance with FASB ASC Topic 718. For the performance-based restricted stock units, the actual number of shares of restricted stock that could be earned ranged from 0% to 150% of the target amount. For the performance-based restricted stock units, the amount reported is based on the assumed probable outcome of the performance conditions assessed as of the grant date of the performance-based restricted stock units. Description of Plan-Based Awards: Each of the “Equity Incentive Plan Awards” shown in the table entitled “Grants of Plan-Based Awards” was granted under our 2019 Plan. The material terms of the fiscal 2024 equity and non-equity incentive awards are described under “Executive Compensation—Compensation Discussion and Analysis.”

  23. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards held by our named executive officers as of March 31, 2024 which have been issued under our 2019 Plan.

  24. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock that Have Not Vested ($)(b) | | Patrick H. Hawkins | 65,889 | 5,060,275 | | Jeffrey. P. Oldenkamp | 37,503 | 2,880,230 | | Drew M. Grahek | 23,608 | 1,813,094 | | Richard G. Erstad | 23,442 | 1,800,346 | | Douglas A. Lange | 20,047 | 1,539,610 |

  25. Outstanding Equity Awards at 2024 Fiscal Year-End

    (a)The number of shares shown consists of performance-based restricted stock units and shares of restricted stock actually issued in settlement of the performance-based restricted stock unit awards granted for fiscal years 2022, 2023 and 2024. The restricted stock issued in settlement of the performance-based restricted stock unit awards vests 100% on approximately the first day of the second fiscal year following the end of the fiscal year to which the awards pertain. The shares of restricted stock issued for fiscal 2022 vested on April 1, 2024. The shares of restricted stock issued for fiscal 2023 will vest on March 31, 2025. The shares of restricted stock issued for fiscal 2024 will vest on March 31, 2026. The number of shares of restricted stock vesting on each of those dates for each of the named executive officers is as follows:

  26. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Number of Shares Vested or Vesting on: | | | | Name | April 1, 2024 | March 31, 2025 | March 31, 2026 | | Patrick H. Hawkins | 24,336 | 19,365 | 22,188 | | Jeffrey. P. Oldenkamp | 14,603 | 10,674 | 12,266 | | Drew M. Grahek | 9,214 | 6,705 | 7,689 | | Richard G. Erstad | 9,160 | 6,652 | 7,630 | | Douglas A. Lange | 6,864 | 6,141 | 7,042 |

  27. Outstanding Equity Awards at 2024 Fiscal Year-End

    The unvested restricted stock generally will be forfeited in their entirety if the named executive officer departs the company before the end of the applicable vesting period, except that the vesting of the units and restricted stock may be accelerated upon the occurrence of certain events described below under “Potential Payments Upon Termination or Change in Control." (b) Based on closing price of our common stock of $76.80 per share as reported by Nasdaq on March 28, 2024, the last business day of fiscal 2024.

  28. Stock Vested

    Stock Vested The following table provides information concerning the aggregate number of shares of restricted stock that vested for each of our named executive officers during fiscal 2024, and the aggregate dollar values realized by each of our named executive officers upon such vesting.

  29. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (a) | Value Realized on Vesting ($) (b) | | Patrick H. Hawkins | 40,137 | 1,771,246 | | Jeffery P. Oldenkamp | 18,810 | 830,085 | | Drew M. Grahek | 8,346 | 368,309 | | Richard G. Erstad | 15,102 | 666,451 | | Douglas A. Lange | 7,545 | 332,961 |

  30. Stock Vested

    (a) The shares vesting in fiscal 2024 were related to fiscal 2021 performance-based stock awards, which shares vested on April 3, 2023. (b) Amounts in this column are based on the fair market value of a share of our common stock on the date of vesting of $44.13 per share.

  31. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The nonqualified deferred compensation plan is structured to comply with Section 409A of the Code. Participants may not defer income under the plan. All contributions to the plan are made by the company and are fully vested immediately. Distributions under the plan begin six months after termination of employment, and are made in one lump sum, or in installment payments over three or five years, as chosen by the participant prior to their entry into the plan. Participant accounts are credited with the appropriate gains or losses resulting from the participant-directed investments made under the plan. Participants may change their investment selections on a daily basis. For fiscal 2024, we made contributions to the nonqualified deferred compensation plan equal to 10% of each participant’s eligible compensation in the plan year, resulting in a contribution of $33,000 on behalf of each eligible named executive officer. The following table provides information concerning nonqualified deferred compensation for each of our eligible named executive officers for fiscal 2024. Contributions to this plan were made after the end of fiscal 2024, and thus the aggregate balance at fiscal 2024 year end shown below does not include fiscal 2024 contributions yet to be made. No withdrawals or distributions from the nonqualified deferred compensation plan were made in fiscal 2024 by any named executive officer.

  32. Nonqualified Deferred Compensation

    | Name | Registrant Contributions for Fiscal 2024 (a) | Aggregate Earnings in Fiscal 2024 (b) | Aggregate Balance at Fiscal 2024 Year End (c) | | Patrick H. Hawkins | $33,000 | $80,630 | $332,090 | | Richard G. Erstad | $33,000 | $28,634 | $249,885 |

  33. Nonqualified Deferred Compensation

    (a) Amounts included as nonqualified deferred compensation contributions are included in “all other compensation” in the Summary Compensation Table above. (b) Amounts deferred are credited with earnings from measuring investments selected by the participant from a collection of unaffiliated mutual funds identified by the company that generally mirror the investment options of our 401(k) plan. The nonqualified deferred compensation plan does not credit above market earnings or preferential earnings to amounts deferred, thus none of the amounts in this column are included in "all other compensation" in the Summary Compensation Table above. The returns on the investment alternatives available to participants during fiscal 2024 ranged from 3.3% to 45.6%, with a median return of 19.0% for fiscal 2024. Participants may change their investment selections on a daily basis. (c) Includes aggregate contributions made for Mr. Hawkins and Mr. Erstad of $197,000 prior to the end of fiscal 2024, as reported in the Summary Compensation Table in the applicable prior years.

  34. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Compensation Committee has adopted an Executive Severance Plan for the benefit of our Chief Executive Officer and certain other key employees, including all of our named executive officers. Executives covered by the plan are eligible to receive specified payments and benefits if their employment is terminated (1) by us without “cause” at any time or (2) by them for “good reason” within a period beginning 30 days before and continuing until two years after a “change in control” as described below. In addition, award agreements for our equity incentive awards provide for accelerated vesting and exercisability of such awards in connection with an individual’s termination of employment due to death or disability, or under certain circumstances in connection with a “fundamental change” (as defined in the “Compensation Discussion and Analysis” above) involving the company, as described below. Potential Payments under Executive Severance Plan Under the terms of the Executive Severance Plan, the Compensation Committee is responsible for assigning each eligible executive, including our named executive officers, to one of four tiers, which determines the duration of salary continuation for which an executive may be eligible. Mr. Hawkins has been assigned to Tier 1, Mr. Oldenkamp, Mr. Grahek and Mr. Lange have been assigned to Tier 3 and Mr. Erstad has been assigned to Tier 4. Tiers 1 and 2 provide for a salary continuation period of 18 months in the case of a termination without cause not due to change in control and 24 months in the case of a "termination due to change in control" (as defined below). Tiers 3 and 4 provide for a salary continuation period of 12 months in the case of termination without cause not due to change in control and 18 months in the case of termination due to change in control. The payments and benefits that each executive would be eligible to receive under the Executive Severance Plan as a result of a termination of employment without cause not due to a change in control include (1) base salary for the salary continuation period associated with the executive’s tier, (2) reimbursement for the employer portion of the premium payments for COBRA continuation coverage for medical and dental benefits for the salary continuation period (up to a maximum of 18 months), and (3) the reasonable costs of outplacement services for a maximum of one year. The additional payments and benefits that each executive would be eligible to receive under the Executive Severance Plan as a result of a qualifying termination of employment in connection with a “change in control” (as defined below) include (1) six additional months of base salary continuation, (2) an amount equal to 1/12th of the executive's target annual bonus multiplied by the number of months of salary continuation, and (3) an amount equal to the additional benefit, if any, that would have been received under the Profit Sharing Plan, depending on participant eligibility, if the executive had remained employed and eligible for the plan for the entire salary continuation period, plus the 401(k) employer matching contributions that would have been received for the salary continuation period if the executive had made 401(k) contributions at least at the rate that would have entitled the executive to the maximum employer matching contributions permitted under the Profit Sharing Plan. As a condition of receiving benefits, an executive must enter into an agreement with the company that contains covenants against disparagement, disclosure and solicitation of business or employees, and a release of claims. Under the Executive Severance Plan, “cause” means: •the executive’s willful and material failure or refusal during his or her employment to carry out any reasonable directive of the Board; •any willful and material failure by the executive during his or her employment to comply with any material policy, rule or code of conduct generally applicable to our employees or to our management employees, which failure is materially and demonstratively injurious to our financial condition or business reputation; •the executive’s embezzlement or misappropriation of our funds or any other willful act or omission by the executive which is materially injurious to our financial condition or business reputation; or •the executive’s conviction or confession of an act or acts constituting a felony under the laws of the United States or any state thereof related to our business or which is materially injurious to our financial condition or business reputation. Under the Executive Severance Plan, “change in control” means: •a dissolution, liquidation, sale of substantially all of our assets or a merger or consolidation of us or a statutory share exchange involving our stock unless, immediately following the transaction, all or substantially all of our beneficial owners immediately prior to the transaction beneficially own more than 50% of the combined voting power of the surviving or acquiring entity (or its parent) resulting from the transaction in substantially the same proportions as their ownership of us immediately prior to the transaction; •any person or group, other than (1) one or more of our subsidiaries, or (2) an employee benefit plan (or related trust) sponsored or maintained by us, becomes a beneficial owner of our equity securities representing more than 50% of the combined voting power of our then outstanding voting securities, except that (A) any acquisition of our equity securities directly from us for the purpose of providing financing to us, any formation of a group consisting solely of our beneficial owners as of August 2, 2011, or any repurchase or other acquisition by us of our equity securities that causes any person to become the beneficial owner of more than 50% of our combined voting power, will not be considered a “change in control” unless and until, the person acquires beneficial ownership of additional voting securities of ours after the person initially became the beneficial owner of more than 50% of the combined voting power of our voting securities by one of the means described in this clause (A); and (B) a change in control will occur if a person or group becomes the beneficial owner of more than 50% of our voting securities as the result of a transaction only if the transaction is itself a “change in control” pursuant to the preceding bullet point; or •individuals who were “continuing directors” cease for any reason to constitute a majority of the members of our Board. “Continuing director” means an individual who was a director as of August 2, 2011 or was nominated or elected by at least a majority of the then continuing directors (other than a person whose initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies or consents on behalf of anyone other than the Board). Under the Executive Severance Plan, a “termination due to change in control” means a termination for good reason or a termination without cause that happens during the 30-day period preceding or the two-year period beginning on the date of a change in control. A “termination for good reason” means a termination of employment by the executive provided the executive has given us written notice of the existence of a condition constituting a “good reason” within 90 days of its first occurrence and we have failed to remedy the condition within 30 days thereafter and the termination occurs not later than the expiration of the two-year period following the initial existence of the condition constituting “good reason.” “Good reason” means any of the following conditions arising without the consent of the executive: •a material decrease in the executive’s base compensation; •a material diminution in the executive’s authority, duties, or responsibilities;

  35. Potential Payments Upon Termination or Change in Control

    •relocation of the executive’s principal office more than 50 miles from its current location; or •any other action or inaction that constitutes a material breach by us of any terms or conditions of any agreement between us and the executive, which breach has not been caused by the executive. Potential Accelerated Vesting of Equity Awards Termination Following a Fundamental Change. All performance-based restricted stock units or shares of restricted stock held by named executive officers are subject to accelerated vesting following a “fundamental change” involving the company if (i) the awards will not be continued, assumed or replaced in connection with the fundamental change, or (ii) the awards are continued, assumed or replaced, and the named executive officer's employment is involuntarily terminated without cause or the executive resigns for good reason during the applicable performance period or prior to the final vesting of the restricted stock. Under either of these circumstances, a performance-based restricted stock unit award will vest immediately at 100% of its target payout, and any shares of restricted stock issuable in settlement of such units or already outstanding as the result of earlier settlement of performance-based restricted stock unit awards will also immediately vest. For these purposes, “cause” for termination generally involves the commission of a felony or conviction for a criminal misdemeanor, gross misconduct or fraud that is likely to cause material harm to the company, a material violation of company policies or its code of conduct, or a willful or material breach of any agreement with the company. In addition, in connection with a fundamental change involving the company, the Compensation Committee may generally, in its discretion, (1) accelerate the vesting of outstanding unvested stock options, (2) make appropriate provision to protect any stock option in a manner that equitably preserves the compensation element of the stock option at the time of the fundamental change, or (3) cancel the stock option in exchange for a lump sum payment of cash equal to the amount, if any, by which the then current “fair market value” of the shares subject to the option exceeds the aggregate exercise price of the shares covered by the stock option. “Fair market value” per share means the cash plus the fair market value, as determined in good faith by the Compensation Committee, of the non-cash consideration to be received per share by the shareholders of the company upon the occurrence of the fundamental change; the calculation of any consideration to be received by shareholders following the fundamental change will be based on present value. Termination of Employment Due to Death or Disability. All performance-based restricted stock units or shares of restricted stock held by named executive officers are subject to accelerated vesting upon termination of the named executive officer's employment due to death or disability. In the event that the named executive officer’s employment with the company ceases due to death or disability during a performance period, then any performance-based restricted stock unit award will vest immediately at 100% of its target payout. Any shares of restricted stock issuable in settlement of such units or already outstanding as the result of earlier settlements of performance-based restricted stock unit awards will also immediately vest. The following table presents the amounts that would have been received by each named executive officer under the Executive Severance Plan if a termination of the named executive officer’s employment had taken place on the last business day of our most recently completed fiscal year under the following circumstances: termination without cause not in connection with a change in control; termination due to death or disability; or termination without cause or for good reason in connection with a change in control.

  36. Potential Payments Upon Termination or Change in Control

    | Compensation Element | | Termination Without Cause not in connection with a Change in Control ($) | Death or Disability ($) | Termination Without Cause or for Good Reason in connection with a Change in Control ($) | | Salary Continuation Amount (a) | | | | | | | Patrick H. Hawkins | 955,500 | — | 1,274,000 | | | Jeffrey P. Oldenkamp | 468,000 | — | 702,000 | | | Drew M. Grahek | 368,000 | — | 552,000 | | | Richard G. Erstad | 337,000 | — | 505,500 | | | Douglas A. Lange | 337,000 | — | 505,500 | | Medical and Dental Coverage (b) | | | | | | | Patrick H. Hawkins | 20,039 | — | 20,039 | | | Jeffrey P. Oldenkamp | 11,361 | — | 17,041 | | | Drew M. Grahek | 13,362 | — | 20,043 | | | Richard G. Erstad | 13,244 | — | 19,865 | | | Douglas A. Lange | 19,505 | — | 29,257 | | Outplacement Costs (c) | | | | | | | Patrick H. Hawkins | 20,000 | — | 20,000 | | | Jeffrey P. Oldenkamp | 20,000 | — | 20,000 | | | Drew M. Grahek | 20,000 | — | 20,000 | | | Richard G. Erstad | 20,000 | — | 20,000 | | | Douglas A. Lange | 20,000 | — | 20,000 | | Target Bonus Amount (d) | | | | | | | Patrick H. Hawkins | — | — | 1,274,000 | | | Jeffrey P. Oldenkamp | — | — | 526,500 | | | Drew M. Grahek | — | — | 220,800 | | | Richard G. Erstad | — | — | 202,200 | | | Douglas A. Lange | — | — | 202,200 | | Profit Sharing / 401(k) Contribution (e) | | | | | | | Patrick H. Hawkins | — | — | 33,000 | | | Jeffrey P. Oldenkamp | — | — | 49,500 | | | Drew M. Grahek | — | — | 49,500 | | | Richard G. Erstad | — | — | 24,750 | | | Douglas A. Lange | — | — | 49,500 | | Acceleration of Equity Awards (f) | | | | | | | Patrick H. Hawkins | — | 4,492,262 | 4,492,262 | | | Jeffrey P. Oldenkamp | — | 2,567,270 | 2,567,270 | | | Drew M. Grahek | — | 1,616,256 | 1,616,256 | | | Richard G. Erstad | — | 1,605,043 | 1,605,043 | | | Douglas A. Lange | — | 1,359,360 | 1,359,360 | | Total | | | | | | | Patrick H. Hawkins | 995,539 | 4,492,262 | 7,113,301 | | | Jeffrey P. Oldenkamp | 499,361 | 2,567,270 | 3,882,311 | | | Drew M. Grahek | 401,362 | 1,616,256 | 2,478,599 | | | Richard G. Erstad | 370,244 | 1,605,043 | 2,377,358 | | | Douglas A. Lange | 376,505 | 1,359,360 | 2,165,817 |

  37. Potential Payments Upon Termination or Change in Control

    (a)Amounts determined by multiplying the named executive officer’s base salary times the number of months in the applicable salary continuation period. (b)Amounts determined by multiplying the difference between the full cost of the insurance to the company and the amounts to be paid by the named executive officer times the number of months in the applicable salary continuation period or 18 months, whichever is less. (c)Constitutes the estimated cost to the company of 12 months of outplacement services. (d)Amounts determined by multiplying one-twelfth of the named executive officer’s target annual bonus times the number of months in the applicable salary continuation period. (e)Amounts equal the contributions that the eligible named executive officer would have received under the Profit Sharing plan or nonqualified deferred compensation plan, depending upon participant eligibility, if the named executive officer had remained employed by the company for the entire applicable salary continuation period and had been entitled to employer contributions under the applicable plan for that period, plus the 401(k) employer matching contributions that would have been received for the salary continuation period if the executive had made 401(k) contributions at least at the rate that would have entitled the executive to the maximum employer matching contributions permitted under the profit sharing plan. (f)Represents the value of accelerated vesting of all outstanding performance-based restricted stock units and shares of restricted stock. Amounts determined by multiplying the number of shares for which vesting is accelerated by the closing price of our common stock of $76.80 per share as reported by Nasdaq on March 28, 2024, the last business day of fiscal 2024.

  38. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Patrick H. Hawkins, our Chief Executive Officer (our “CEO”). For fiscal 2024, our last completed fiscal year, the annual total compensation of our CEO was $2,616,013 as reported in the Summary Compensation Table above, and the annual total compensation of our median employee was $87,025. This comparison results in a CEO pay ratio of 30 to 1. This pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median employee and determine the annual total compensation of our median employee, the methodology and the material assumptions, adjustments, and estimates that we used are described below. •We determined that, as of January 15, 2024, our employee population consisted of 918 individuals (including full-time and part-time employees, other than the CEO) working at Hawkins together with our consolidated subsidiaries. •We annualized the compensation of all employees included in the sample who were hired in 2023 but did not work for us or our consolidated subsidiaries for the entire twelve-month period described below. •We identified our median employee as of December 31, 2023 based on the total compensation for fiscal 2024, including any cash paid as reflected in our payroll records and other benefits, and all other benefits, in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above.

  39. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 During fiscal 2024, each non-employee director earned an annual cash retainer of $50,000 and an additional cash annual retainer of $8,000 for each committee on which they serve. Supplemental annual cash retainers were earned by our Chair of the Board ($70,000) and the chairs of our Audit Committee ($15,000), Compensation Committee ($10,000) and Governance and Nominating Committee ($7,000). The Compensation Committee oversees our director compensation grants, under which each director, other than the Chief Executive Officer, receives a grant of restricted stock with a value of $70,000 on the date of our annual meeting of shareholders at which the director is elected or reelected to the Board by our shareholders. The restricted stock vests one year from the date of issuance, subject to acceleration in the event of the director’s death or disability. For service during fiscal 2024, each applicable director was granted 1,521 shares of restricted stock on August 2, 2023, and these shares are scheduled to vest in their entirety on August 2, 2024, one year from their date of issuance. The following table shows, for each applicable director, information concerning annual compensation earned for services in all capacities during fiscal 2024:

  40. Director Compensation for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Total ($) | | James A. Faulconbridge | 73,000 | 69,966 | 142,966 | | Mary J. Schumacher | 84,000 | 69,966 | 153,966 | | Jeffrey E. Spethmann | 58,000 | 69,966 | 127,966 | | Daniel J. Stauber | — | 69,966 | 69,966 | | Yi "Faith" Tang | 58,000 | 69,966 | 127,966 | | James T. Thompson | 136,000 | 69,966 | 205,966 | | Jeffrey L. Wright | 89,000 | 69,966 | 158,966 |

  41. Director Compensation for Fiscal 2024

    (a)On August 2, 2023, each applicable Board member received 1,521 shares of restricted stock as part of his or her retainer pursuant to the 2019 Plan. The amounts shown in this column represent the grant-date fair value of each of the awards computed in accordance with FASB ASC Topic 718. See Note 9, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for fiscal 2024 for a description of our accounting for these awards and the assumptions used in valuing the awards. All of these shares are scheduled to vest in full on August 2, 2024, are eligible to receive dividends paid on our common stock and were the only shares of restricted stock held by each director at the end of our most recently completed fiscal year.

  42. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  43. PAY VERSUS PERFORMANCE

    | 2024 Pay-Versus Performance Table ($) | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | (In thousands) | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table for Non-PEO | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | Net Income | Income Before Income Taxes (4) | | 2024 | 2,616,013 | 5,167,694 | 1,060,229 | 2,069,412 | 483.32 | 173.66 | 75,363 | 101,145 | | 2023 | 2,223,409 | 2,242,510 | 942,164 | 973,305 | 275.81 | 147.13 | 60,041 | 82,582 | | 2022 | 2,119,465 | 3,698,401 | 919,021 | 1,484,039 | 283.76 | 186.02 | 51,542 | 69,979 | | 2021 | 2,157,581 | 4,405,124 | 862,226 | 1,539,781 | 204.94 | 181.61 | 40,980 | 55,851 |

  44. PAY VERSUS PERFORMANCE

    (1)The summary compensation table totals for our chief executive officer (the "PEO"), Patrick Hawkins, are adjusted, as indicated in the table below, to arrive at "compensation actually paid to the PEO" each year. Our PEO does not participate in a pension plan; therefore, no adjustment from the summary compensation table total related to pension value was made. The fair value of equity awards was computed in accordance with the Company's methodology used for financial reporting purposes.

  45. PAY VERSUS PERFORMANCE

    | | Fiscal 2024 | | Summary Compensation Table total for PEO | $2,616,013 | | Adjustments to Determine Compensation Actually Paid for PEO: | | | Deduction for amount reported under "Stock Awards" column in the Summary Compensation Table | (636,944) | | Increase for fair value as of end of fiscal year of awards granted during the fiscal year that remain unvested as of fiscal year end | 1,704,038 | | Increase for fair value as of the vesting date of awards granted during the fiscal year that vested during fiscal year | — | | Increase (deduction) for difference in fair value from prior fiscal year end to current fiscal year end of awards granted prior to fiscal year that were outstanding and unvested as of year end | 1,443,007 | | Increase (deduction) for difference in fair value from prior fiscal year end to vesting date of awards granted prior to current fiscal year that vested during the year | 14,048 | | Deduction for prior fiscal year end fair value of awards granted prior to current fiscal year that were forfeited during the year | — | | Increase for dividends or other earnings paid during the fiscal year prior to vesting date of award | 27,532 | | Compensation Actually Paid to PEO | $5,167,694 |

  46. PAY VERSUS PERFORMANCE

    (2)The individuals that were non-PEO named executive officers ("NEOs") during each applicable year are Messrs. Oldenkamp, Grahek, Erstad and Lange for fiscal 2024, Messrs. Oldenkamp, Grahek, Erstad and Mangine (Vice President, Industrial) for fiscal 2023, and Messrs. Oldenkamp, Grahek and Erstad and Ms. Rozeboom (Vice President, Health and Nutrition) for fiscal 2022 and 2021. The average summary compensation table totals for non-PEO NEOs are adjusted to arrive at the average compensation actually paid to the non-PEO NEOs each year using the same methodology as described for the PEO and as indicated in the table below. None of our NEOs participate in a pension plan; therefore, no adjustment from the summary compensation table total related to pension value was made. The fair value of equity awards was computed in accordance with the Company's methodology used for financial reporting purposes.

  47. PAY VERSUS PERFORMANCE

    | | Fiscal 2024 | | Average Summary Compensation Table total for non-PEO NEOs | $1,060,229 | | Adjustments to Determine Compensation Actually Paid for non-PEO NEOs: | | | Deduction for amounts reported under "Stock Awards" column in the Summary Compensation Table | (248,230) | | Increase for fair value as of end of fiscal year of awards granted during the fiscal year that remain unvested as of fiscal year end | 664,071 | | Increase for fair value as of the vesting date of awards granted during fiscal year that vested during fiscal year | — | | Increase (deduction) for difference in fair value from prior fiscal year end to current fiscal year end of awards granted prior to fiscal year that were outstanding and unvested as of year end | 577,957 | | Increase (deduction) for difference in fair value from prior fiscal year end to vesting date of awards granted prior to current fiscal year that vested during the year | 4,358 | | Deduction for prior fiscal year end fair value of awards granted prior to current fiscal year that were forfeited during the year | — | | Increase for dividends or other earnings paid during the fiscal year prior to vesting date of award | 11,027 | | Compensation Actually Paid to non-PEO NEOs | $2,069,412 |

  48. PAY VERSUS PERFORMANCE

    (3)For each of fiscal 2024, 2023, 2022 and 2021, total shareholder return ("TSR") for the company and the peer group was calculated based on a deemed fixed investment of $100 at market close on March 27, 2020 (the last trading day of fiscal year 2020) through and including the end of the fiscal year for each year reported in the table. Our peer group is the Nasdaq Industrial Index, which is the industry line of business index used to show our performance in our Form 10-K. In our pay versus performance disclosures for 2023, we used the Russell 2000 Index. Pursuant to Securities and Exchange Commission guidance, we have changed the index used for our peer group this year. A comparison of our TSR, the Russell 2000 Index TSR, and the Nasdaq Industrial Index TSR is below:

  49. PAY VERSUS PERFORMANCE

    | Total Shareholder Return | | | | | Fiscal Year | HWKN | Russell 2000 Index | Nasdaq Industrial Index | | 2024 | $483.32 | $187.68 | $173.66 | | 2023 | $275.81 | $159.23 | $147.13 | | 2022 | $283.76 | $184.73 | $186.02 | | 2021 | $204.94 | $196.25 | $181.61 |

  50. PAY VERSUS PERFORMANCE

    (4)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2024 to our company's performance, is income before income taxes. Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance Table for each of fiscal 2024, 2023, 2022 and 2021, including comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the following performance measures set forth in the Pay Versus Performance Table - Total Shareholder Return, Net Income and Income before Income Taxes. Income before Income Taxes is the only corporate performance measure that is used to determine incentive plan payouts for our NEOs.