SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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May 23, 2024
11:00 a.m. Eastern Time |
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Live webcast at
www.virtualshareholdermeeting.com/FLO2024
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Items of Business
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Board’s
Recommendation |
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1.
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Elect as directors of the company the 12 nominees identified in this proxy statement, each to serve for a term of one year.
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FOR EACH
DIRECTOR-NOMINEE |
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2.
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Vote on an advisory resolution to approve the compensation of the company’s named executive officers, commonly referred to as a “Say on Pay” vote.
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FOR
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3.
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Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Flowers Foods, Inc. for the fiscal year ending December 28, 2024.
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FOR
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Who May Vote
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Only record holders of issued and outstanding shares of our common stock at the close of business on March 19, 2024 are entitled to notice of, and to vote at, the annual meeting. A list of such shareholders will be available at our principal executive offices in Thomasville, Georgia until the annual meeting, and during the annual meeting on the meeting website.
The proxy statement and the accompanying form of proxy are being furnished to the shareholders of Flowers Foods, Inc. on or about April 9, 2024 in connection with the solicitation of proxies by the board of directors for use at the annual meeting.
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April 9, 2024
Flowers Foods, Inc. 1919 Flowers Circle Thomasville, Georgia 31757
By order of the Board of Directors,
Stephanie B. Tillman
Chief Legal Counsel and
Corporate Secretary |
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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3
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| | 13 | | | | | |
| | 14 | | | | Board Demographics | |
| | 15 | | | | Director-Nominees | |
| | 21 | | | | Director Independence | |
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| | 22 | | | | Overview | |
| | 23 | | | | Board Leadership Structure | |
| | 24 | | | | Director Nomination Process | |
| | 24 | | | | Risk Management Oversight | |
| | 25 | | | | ESG Oversight | |
| | 26 | | | | The Board and its Committees | |
| | 29 | | | | Relationships Among Certain Directors | |
| | 29 | | | | Attendance at Annual Meetings | |
| | 29 | | | | Communicating with the Board | |
| | 29 | | | | Transactions with Management and Others | |
| | 30 | | | | Director Compensation | |
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| | 34 | | | | Security Ownership of Certain Beneficial Owners and Management | |
| | 36 | | | | Delinquent Section 16(a) Reports | |
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| | 39 | | | | Compensation Discussion and Analysis | |
| | 52 | | | |
Compensation Committee Interlocks and Insider
Participation |
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| | 52 | | | | Compensation Committee Report | |
| | 53 | | | | Compensation Tables | |
| | 58 | | | | Potential Payments Upon Termination or Change of Control | |
| | 61 | | | | Pay Ratio Disclosure | |
| | 62 | | | | Pay Versus Performance | |
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| | 66 | | | | Fiscal 2023 and Fiscal 2022 Audit Firm Fee Summary | |
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| | 70 | | | | Questions and Answers about the Annual Meeting and Voting | |
| | 74 | | | | 2025 Shareholder Proposals | |
| | 74 | | | | Delivery of Proxy Materials to Households | |
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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4
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Proposal
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Board
Recommendation |
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Page Reference
(For More Detail) |
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Election of 12 Director-Nominees
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FOR each
Director-Nominee |
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Advisory Vote to Approve Named Executive Officer (“Named Executive”) Compensation
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FOR
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Ratification of Appointment of Independent Registered Public Accounting Firm
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FOR
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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5
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Our Strategic Priorities
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Develop Our Team
Invest in our team to drive portfolio optimization through brand growth, innovation and enhanced capabilities |
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Focus on Brands
Pursue targeted innovation and marketing to enhance relevancy and opportunistically grow share |
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Prioritize Margins
Orienting asset base to higher margin products, reducing network complexity and enhancing profitability |
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Pursue Smart M&A
Pursue disciplined, strategic M&A in grain-based foods that enhance portfolio, margin profile, and broaden geographic reach |
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Long-Term Goals
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GROW SALES BY
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GROW EBITDA BY
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GROW EARNINGS
PER SHARE BY |
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1% to 2%
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4% to 6%
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7% to 9%
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annually
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annually
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annually
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(excluding any future acquisitions)
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(excluding any future acquisitions)
The company defines EBITDA as earnings before interest, taxes, depreciation and amortization.
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(includes potential impact of future acquisitions and share repurchases)
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Financial Highlights from the 52-Week Fiscal 2023
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SALES
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DILUTED EARNINGS
PER SHARE |
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ADJUSTED DILUTED
EARNINGS PER SHARE* |
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$5.091B
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$0.58
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$1.20
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NET INCOME
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ADJUSTED NET INCOME*
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ADJUSTED EBITDA*
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$123.4M
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$256.3M
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$501.7M
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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6
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Corporate Governance Highlights
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Independence
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11 of 12 director-nominees are independent
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Independent presiding director
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Fully independent board committees
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Board Accountability
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Annual election of directors
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Majority voting standard in uncontested election of directors
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Shareholder ability to act by written consent and call special meeting
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Board Evaluation and Effectiveness
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Annual board and committee self-evaluations
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Annual independent director evaluation of the CEO
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Board Refreshment
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Balance of new and experienced directors, with tenure of independent director-nominees averaging 9.2 years
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Added 5 new independent directors since the beginning of 2020
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Average age of independent director-nominees is 65.5 years
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Director Engagement
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Corporate governance guidelines limit director membership on other public company boards
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Shareholder ability to contact directors
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Director Access
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Significant interaction with senior management team through regular business reviews and board presentations
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Directors have access to senior management and other employees
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Directors have the ability to hire outside experts and consultants as they deem necessary
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Clawback and Anti-
Hedging Policies |
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Multiple clawback policies for incentive compensation
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Anti-hedging policy for executives and outside directors
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Share Ownership
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Robust stock ownership guidelines for directors and executive officers
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CEO required to hold shares equivalent to 6x base salary
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Other executive officers are required to hold shares equivalent to 3x to 1x base salary based on salary grade
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Non-employee directors required to hold shares equivalent to 6x the annual board retainer
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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7
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Name
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Age
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Director Since
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Independent
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Committee Memberships
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A. Ryals McMullian
Chairman and Chief Executive Officer of Flowers Foods, Inc. |
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54
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2019
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No
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—
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Thomas C. Chubb, III
Chairman, Chief Executive Officer and President of Oxford Industries, Inc. |
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60
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2020
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Yes
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Compensation and Human Capital Committee
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Nominating/Corporate Governance Committee (Chair)
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Edward J. Casey, Jr.
Former Executive Chairman of J&J Worldwide Services, Inc. |
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2020
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Yes
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Compensation and Human Capital Committee
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Nominating/Corporate Governance Committee
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George E. Deese
Retired Chairman and Chief Executive Officer of Flowers Foods, Inc. |
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2004
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Yes
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Rhonda O. Gass
Vice President and Chief Information Officer of Stanley Black & Decker, Inc. |
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60
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2016
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Yes
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Audit Committee
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Finance Committee
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Brigitte H. King
Global Chief Digital Officer of Colgate-Palmolive Company |
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54
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2023
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Yes
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Audit Committee
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Finance Committee
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Margaret G. Lewis
Former President of Hospital Corporation of America’s Capital Division |
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2014
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Yes
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Compensation and Human Capital Committee (Chair)
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Nominating/Corporate Governance Committee
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W. Jameson McFadden
CEO and Senior Portfolio Manager of Wellington Shields & Co. |
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42
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2021
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Yes
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Audit Committee
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Finance Committee
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Joanne D. Smith
Executive Vice President & Chief People Officer of Delta Air Lines, Inc. |
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65
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2023
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Yes
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Audit Committee
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Finance Committee
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James T. Spear
Retired Executive Vice President and Chief Financial Officer of Cadence Health |
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2015
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Yes
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Audit Committee (Chair)
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Finance Committee
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Melvin T. Stith, Ph.D.
Former Interim President, Norfolk State University; Dean Emeritus, Whitman School of Management, Syracuse University |
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2004
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Yes
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Compensation and Human Capital Committee
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Nominating/Corporate Governance Committee
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C. Martin Wood III
Partner of Wood Associates; Retired Senior Vice President and Chief Financial Officer of Flowers Foods, Inc. |
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80
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2001
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Yes
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Audit Committee
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Finance Committee (Chair)
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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8
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Summary of Our Compensation Practices
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Practices We Have Adopted
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Practices We Do Not Engage In
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Pay evaluated with reference to a reasonable range around the size-adjusted 50th percentile of market data
Long-term incentives that are primarily performance-based for Named Executives
Multiple performance measures used in incentive plans
Capped incentive payouts
Clawback policies
Stock ownership guidelines for executives and outside directors and share retention requirements for executives
Moderate change of control severance arrangements
Double-trigger equity vesting upon a change of control
Annual review of tally sheets by the compensation and human capital committee
Incentives that are risk-mitigated through plan design and administration
Compensation and human capital committee comprised solely of independent directors
Independent compensation consultant who reports directly to the compensation and human capital committee
Anti-hedging policy for executives and outside directors
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Employment agreements
Dividend equivalents on unearned performance-based restricted stock units
Income tax gross-ups
Excise tax gross-ups on change of control severance
Backdating or repricing of stock options
Pension credited service for years not worked
Significant employee/director perquisites
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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9
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2023 EXECUTIVE TOTAL COMPENSATION MIX*
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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10
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Dear Fellow Shareholders:
On behalf of the board of directors, thank you for your investment and confidence in Flowers Foods. It is a privilege to serve as your independent presiding director and to work closely with the chairman and my fellow board members as we execute our fiduciary responsibilities to you, our shareholders. Despite the challenging economic and inflationary environment, resulting in a continued shift toward private label products, 2023 was a productive year for the company. Overall, our brands performed well, gaining share and demonstrating our ability to meet consumer preferences.
Although we expect 2024 to bring its own set of challenges to the industry and our company, the board of directors is confident that Flowers will continue to deliver strong performance within the context of category headwinds.
Additionally, as our company evolves, so does our board. Upon George Deese’s retirement from his role as non-executive chairman in May 2023, the board elected to combine the company’s chief executive officer and board chair roles. We could not be more pleased with the progress Flowers has made under Ryals’ leadership. As chairman, Ryals serves as a bridge between the board of directors and management, providing our board with strong leadership and firsthand knowledge of management’s execution of our strategic priorities. We are confident that Ryals is the right leader to strengthen our competitive position, deliver results and enhance shareholder value.
In 2023, we also welcomed two new directors to the board — Brigitte King, global chief digital officer at Colgate-Palmolive Company, and Joanne Smith, executive vice president and chief people officer at Delta Air Lines. Brigitte and Joanne each bring valuable skills, experience and perspective to the board and add significant support for two of our four strategic priorities: focusing on our brands and developing our team.
Our executive compensation program aligns our executives’ interests with those of our shareholders by rewarding performance above established goals, with the ultimate objective of improving shareholder value. Our board and the compensation and human capital committee remain committed to our pay-for-performance philosophy.
Our board of directors is dedicated to serving your interests in 2024 and beyond. Thank you for your continued support of Flowers Foods.
Thomas C. Chubb, III
Independent Presiding Director
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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11
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PROPOSAL I
Election of Directors
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Your board of directors unanimously recommends that you vote“FOR” each of the above-named director-nominees.
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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12
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Business Operations Leadership
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Food or Consumer Products Industry
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Accounting & Finance
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M&A
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Public Company Board / Corporate Governance
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Brand Management & Sales
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Innovation & Technology
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Human Capital Management
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Skills and Experience
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MCMULLIAN
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CASEY
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CHUBB
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DEESE
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GASS
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KING
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LEWIS
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MCFADDEN
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SMITH
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SPEAR
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STITH
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WOOD
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Business Operations Leadership
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Food or Consumer Products Industry
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Accounting & Finance
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M&A
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Public Company Board / Corporate Governance
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Brand Management & Sales
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Innovation & Technology
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Human Capital Management
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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13
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Female
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Male
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Non-binary
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Did not
disclose gender |
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Part I: Gender Identity
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Directors
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4
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8
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0
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0
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Part II: Demographic Background
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African American or Black
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0
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1
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0
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0
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Alaskan Native or Native American
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0
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0
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0
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Asian
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0
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0
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0
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0
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Hispanic or Latinx
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0
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0
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0
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0
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Native Hawaiian or Pacific Islander
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0
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0
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0
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0
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White
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4
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7
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0
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0
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Two or More Races or Ethnicities
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0
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0
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0
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0
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LGBTQ+
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0
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0
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0
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0
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Did Not Disclose Demographic Background
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0
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0
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0
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0
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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14
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A. RYALS MCMULLIAN
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Chairman
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Chairman and Chief Executive Officer of Flowers Foods, Inc.
Age 54
Director since 2019
Board Committees
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None
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Professional Experience
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Flowers Foods, Inc. (2003 – present)
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Chairman and Chief Executive Officer (May 2023 – present)
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President and Chief Executive Officer (May 2019 – May 2023)
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Chief Operating Officer (June 2018 – May 2019)
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Chief Strategy Officer (May 2017 – June 2018)
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Vice President of M&A and Deputy General Counsel (2015 – 2017)
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Various legal roles
Other Public Boards
•
None
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Director Highlights & Qualifications
As our chairman and chief executive officer, Mr. McMullian provides the board with strategic and operational leadership experience and critical perspective on the company and industry. Mr. McMullian has extensive M&A experience and led the acquisition of two of the company’s top brands, Dave’s Killer Bread and Canyon Bakehouse. Additionally, Mr. McMullian provides key insights on corporate governance and the legal and regulatory environment in which we operate, gained through his previous roles in the company’s legal department and at Jones Day, a global law firm.
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THOMAS C. CHUBB, III
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Independent Presiding Director
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Chairman, Chief Executive Officer and President of Oxford Industries, Inc.
Age 60
Director since 2020
Board Committees
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Compensation and Human Capital Committee
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Nominating/Corporate Governance Committee (Chair)
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Professional Experience
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Oxford Industries, Inc. (1988 – present)
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Chairman, Chief Executive Officer and President (2015 – present)
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Chief Executive Officer and President (2013 – 2015)
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President (2009 – 2013)
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Executive Vice President (2004 – 2009)
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Vice President, General Counsel, and Secretary (1999 – 2004)
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Various roles
Other Public Boards
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Oxford Industries, Inc. (NYSE) (2012 – present; Chairman since 2015)
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Director Highlights & Qualifications
Our board benefits from Mr. Chubb’s significant public company leadership experience in the consumer products space, including his experience in leading Oxford Industries, Inc. through its transformation from a domestic private label manufacturing company into a leading branded lifestyle apparel company. Mr. Chubb also provides key insights on M&A, corporate governance, sales and brand management, and human capital management from his various roles and more than three decades of service at Oxford Industries.
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2024 PROXY STATEMENT / FLOWERS FOODS, INC.
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15
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EDWARD J. CASEY, JR.
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Independent Director
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Former Executive Chairman of J&J Worldwide Services, Inc.
Age 66
Director since 2020
Board Committees
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Compensation and Human Capital Committee
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Nominating/Corporate Governance Committee
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Professional Experience
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J&J Worldwide Services, Inc.
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Former Executive Chairman of the Board of Directors (March 2022 – February 2024)
•
IDEMIA
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Chief Executive Officer of North American business (January 2018 – February 2021)
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Secro Group plc
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Acting Chief Executive Officer and Chief Operating Officer (2013 – 2017)
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Chairman and Chief Executive Officer of North American business (2005 – 2013)
Other Public Boards
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Talen Energy (NYSE) (2015 – 2016)
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Serco Group plc (LSE) (2013 – 2017)
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Director Highlights & Qualifications
Mr. Casey brings significant executive leadership and public company experience to the board of directors based on various c-suite leadership roles and service on other public company boards, including his recent role as Executive Chairman of J&J Worldwide Services, Inc., a provider of mission essential support services to US DOD military bases and other governmental facilities, which was acquired by CBRE Group in February 2024. Additionally, he contributes valuable insights gained from his experience in the technology industry as chief executive officer of IDEMIA North America, a global leader in identity and digital security technologies, and as a director of Tyto Athene, LLC, a provider of IT modernization services.
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GEORGE E. DEESE
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Independent Director
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Retired Chairman and Chief Executive Officer of Flowers Foods, Inc.
Age 78
Director since 2004
Board Committees
•
None
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Professional Experience
•
Flowers Foods, Inc.
•
Non-Executive Chairman
(January 2015 – May 2023)
•
Executive Chairman (May 2013 – December 2014)
•
Chief Executive Officer (January 2004 – May 2013)
•
President and Chief Operating Officer (May 2002 – January 2004)
•
President and Chief Operating Officer of Flowers Bakeries (1983 – May 2002)
Other Public Boards
•
None
|
| | |
Director Highlights & Qualifications
Mr. Deese brings extensive operational, food industry and M&A experience to the board of directors from his more than 50-year career with the company and leadership positions with industry groups, including the Grocery Manufacturers of America, American Bakers Association and Quality Bakers of America. During his tenure as chief executive officer and executive chairman of the company, Mr. Deese drove significant revenue growth and shareholder value, primarily through M&A, geographic expansion and the development and growth of the Nature’s Own brand.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
16
|
|
|
RHONDA O. GASS
|
| | |
Independent Director
|
| ||||
|
Vice President and Chief Information Officer of Stanley Black & Decker, Inc.
Age 60
Director since 2016
Board Committees
•
Audit Committee
•
Finance Committee
|
| | |
Professional Experience
•
Stanley Black & Decker, Inc.
•
Vice President and Chief Information Officer (2012 – present)
•
Dell (2001 – 2012)
•
Vice President of Strategy, Technology, and Governance
•
Various positions of increasing scope and responsibility
Other Public Boards
•
W.P. Carey Inc. (NYSE) (March 2024 – present)
|
| | |
Director Highlights & Qualifications
As the chief information officer for Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware, Ms. Gass brings valuable information technology expertise and strong leadership and transformation experience to the board of directors. In her current role, Ms. Gass is responsible for comprehensive and cross business unit IT strategy, delivery and support, and security infrastructure, and also leads functional transformation activities, focusing on effectiveness and efficiency. Ms. Gass also provides the board with insights on the consumer products industry gained from her time at Stanley Black & Decker.
|
|
|
BRIGITTE H. KING
|
| | |
Independent Director
|
| ||||
|
Global Chief Digital Officer of Colgate-Palmolive Company
Age 54
Director since 2023
Board Committees
•
Audit Committee
•
Finance Committee
|
| | |
Professional Experience
•
Colgate-Palmolive Company
•
Global Chief Digital Officer (May 2020 – present)
•
PVH Corp.
•
Chief Consumer Officer / EVP Digital Commerce (April 2019 – May 2020)
•
L’Oreal
•
Chief Consumer Officer (July 2017 – March 2019)
•
Various consumer marketing management roles
Other Public Boards
•
None
|
| | |
Director Highlights & Qualifications
Ms. King brings strong consumer products industry experience to the board of directors from her work across multiple consumer products companies, including Colgate-Palmolive Company, PVH Corp., and L’Oreal. She also provides the board with valuable insights from her senior roles in various areas of brand management, including product insights, innovation, marketing, media, digital and ecommerce.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
17
|
|
|
MARGARET G. LEWIS
|
| | |
Independent Director
|
| ||||
|
Former President of Hospital Corporation of America’s Capital Division
Age 70
Director since 2014
Board Committees
•
Compensation and Human Capital Committee (Chair)
•
Nominating/Corporate Governance Committee
|
| | |
Professional Experience
•
HCA Healthcare (1976 – 2013)
•
President of Capital Division (2004 – 2013)
•
Chief Executive Officer of CJW Medical Center (2001 – 2004)
•
Chief Operating Officer of CJW Medical Center
•
Chief Nursing Officer of Richmond Division
•
Various positions in nursing management and quality management
Other Public Boards
•
W.P. Carey Inc. (NYSE) (2017 – present)
•
Chair of Nominating & Corporate Governance Committee
|
| | |
Director Highlights & Qualifications
Ms. Lewis brings valuable insights to our board based on her executive leadership experience and her service on other public company boards. Ms. Lewis has extensive experience in executive decision-making and human capital management, gained through various leadership roles at HCA Healthcare.
|
|
|
W. JAMESON MCFADDEN
|
| | |
Independent Director
|
| ||||
|
Chief Executive Officer and Senior Portfolio Manager of Wellington Shields & Co.
Age 42
Director since 2021
Board Committees
•
Audit Committee
•
Finance Committee
|
| | |
Professional Experience
•
Wellington Shields & Co.
•
Chief Executive Officer and Senior Portfolio Manager (January 2023 – present)
•
President and Senior Portfolio Manager (January 2017 – December 2022)
•
Research Analyst
•
Blue Quail Wines
•
Director of Sales and Marketing (June 2010 – present)
Other Public Boards
•
None
|
| | |
Director Highlights & Qualifications
As chief executive officer of Wellington Shields & Co., a dual-registered broker dealer and investment advisor with over $3 billion in assets under management, Mr. McFadden brings executive experience and financial and capital markets expertise to the board of directors. He also provides valuable insights on sales and brand management in the food and beverage industry based on his experience as head of sales and distribution for Blue Quail wine, a California winery.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
18
|
|
|
JOANNE D. SMITH
|
| | |
Independent Director
|
| ||||
|
Executive Vice President & Chief People Officer of Delta Air Lines, Inc.
Age 65
Director since 2023
Board Committees
•
Audit Committee
•
Finance Committee
|
| | |
Professional Experience
•
Delta Air Lines, Inc.
•
Executive Vice President & Chief People Officer (2014 – present)
•
Various product development and marketing roles
Other Public Boards
•
None
|
| | |
Director Highlights & Qualifications
As the executive vice president and chief people officer of Delta Air Lines, Inc., an international airline company, where she oversees talent management and development, recruitment, HR service delivery, diversity and inclusion, and HR policies and programs, Ms. Smith brings valuable human capital management experience to the board of directors. Additionally, Ms. Smith provides the board with extensive brand management and sales experience gained through senior level sales and marketing roles throughout her career.
|
|
|
JAMES T. SPEAR
|
| | |
Independent Director
|
| ||||
|
Retired Executive Vice President and
Chief Financial Officer of Cadence Health
Age 69
Director since 2015
Board Committees
•
Audit Committee (Chair)
•
Finance Committee
|
| | |
Professional Experience
•
Self-Employed Independent Advisor (2012 – 2022)
•
Cadence Health
•
Executive Vice President & Chief Financial Officer (2006 – 2012)
•
Keebler Foods Company
•
Vice President Finance (1992 – 2001)
Other Public Boards
•
None
|
| | |
Director Highlights & Qualifications
As a former CPA and CMA, Mr. Spear brings critical finance and accounting expertise to the board of directors. Mr. Spear also contributes substantial market facing, capital markets, M&A and food industry experience, gained through service in senior financial roles, including at Keebler Foods and Cadence Health. While at Keebler, Mr. Spear was part of the executive team that led a significant turn-around, completed an IPO, and operated the company until its acquisition by Kellogg. Mr. Spear also provides valuable insights on compliance and risk oversight from his experience as an independent advisor and his service on various private company and non-profit boards.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
19
|
|
|
MELVIN T. STITH, PH.D.
|
| | |
Independent Director
|
| ||||
|
Former Interim President, Norfolk State University; Dean Emeritus, Whitman School of Management, Syracuse University
Age 77
Director since 2004
Board Committees
•
Compensation and Human Capital Committee
•
Nominating/Corporate Governance Committee
|
| | |
Professional Experience
•
Norfolk State University
•
Interim President (2006 – 2012)
•
Syracuse University, Whitman School of Management
•
Dean Emeritus
•
Dean (2005 – 2013)
•
Professor of Marketing (2013 – 2005)
•
Florida State University (1987 – 2005)
•
Dean, College of Business
•
Jim Moran Professor of Business Administration
•
Chair, Department of Marketing
Other Public Boards
•
Aflac Incorporated (NYSE) (2012 – May 2022)
•
Synovus Financial Corp. (NYSE) (1998 – April 2019)
•
Keebler Foods Company (NYSE) (1999 – 2001)
|
| | |
Director Highlights & Qualifications
Dr. Stith brings significant sales and brand management experience to the board of directors, gained through his career in marketing education. Dr. Stith also provides the board with a broad understanding of corporate governance issues from his board service to other public companies. Additionally, Dr. Stith brings a unique academic perspective to the board of directors.
|
|
|
C. MARTIN WOOD III
|
| | |
Independent Director
|
| ||||
|
Partner of Wood Associates; Retired Senior Vice President and Chief Financial Officer of Flowers Foods, Inc.
Age 80
Director since 2001
Board Committees
•
Audit Committee
•
Finance Committee (Chair)
|
| | |
Professional Experience
•
Wood Associates
•
Partner (January 2000 – present)
•
Flowers Industries, Inc. (1970 – 2000)
•
Senior Vice President and Chief Financial Officer (1978 – January 2000)
•
Various management roles
Other Public Boards
•
None
|
| | |
Director Highlights & Qualifications
Mr. Wood brings financial and capital markets expertise to the board of directors based on his experience as chief financial officer of the company and as an investment advisor at Wood Associates. Mr. Wood also brings significant M&A experience to the board from his involvement in more than 60 transactions during his tenure as the company’s chief financial officer. Additionally, Mr. Wood contributes valuable insights on the industry and company history from his more than 50 years of service to the company as an executive and director.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
20
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
21
|
|
|
•
11 out of 12 director-nominees are independent
•
Annual election of directors
•
Majority voting standard in uncontested director elections
•
Independent presiding director
•
Independent directors regularly meet in executive session
•
Fully independent board committees
•
“Overboarding” limits
•
Robust stock ownership guidelines for non-employee directors and executive officers
|
| |
•
Multiple clawback policies that require or allow for recoupment of incentives in certain situations
•
Shareholder ability to act by written consent and call a special meeting
•
Annual shareholder ratification of independent auditors
•
Board orientation and continuing education program for directors
•
Annual board and committee self-evaluations
•
Annual independent director evaluation of the CEO
•
Anti-hedging policy for executives and outside directors
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
22
|
|
|
Chairman
A. Ryals McMullian |
| |
Independent Presiding Director
Thomas C. Chubb, III |
|
|
The chairman:
•
Provides overall leadership
•
Presides over meetings of the board
•
Sets strategic priorities for the board
•
Serves as the liaison between the board of directors and management
|
| |
The presiding director:
•
Presides over executive sessions in which non-independent directors and other members of management do not participate
•
Serves as the liaison between the chairman and the independent, non-management directors of the company
•
Approves information sent by the company to directors
•
Reviews and approves meeting agendas and schedules for the board of directors
•
Calls meetings of the independent, non-management directors
•
Is available for consultation and director communication with shareholders
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
23
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
24
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
25
|
|
| | | | |
Audit
Committee |
| | |
Nominating/
Corporate Governance Committee |
| | |
Compensation
and Human Capital Committee |
| | |
Finance
Committee |
|
|
A. Ryals McMullian
|
| | | | | | | | | | | | | | | | |
|
Edward J. Casey, Jr.*
|
| | | | | | |
|
| | |
|
| | | | |
|
Thomas C. Chubb, III*
|
| | | | | | |
|
| | |
|
| | | | |
|
George E. Deese*
|
| | | | | | | | | | | | | | | | |
|
Rhonda O. Gass*
|
| | |
|
| | | | | | | | | | |
|
|
|
Brigitte H. King*
|
| | |
|
| | | | | | | | | | |
|
|
|
Margaret G. Lewis*
|
| | | | | | |
|
| | |
|
| | | | |
|
W. Jameson McFadden*
|
| | |
|
| | | | | | | | | | |
|
|
|
Joanne D. Smith*
|
| | |
|
| | | | | | | | | | |
|
|
|
James T. Spear*
|
| | |
|
| | | | | | | | | | |
|
|
|
Melvin T. Stith, Ph.D.*
|
| | | | | | |
|
| | |
|
| | | | |
|
C. Martin Wood III*
|
| | |
|
| | | | | | | | | | |
|
|
|
NUMBER OF MEETINGS
|
| | |
8
|
| | |
5
|
| | |
5
|
| | |
4
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
26
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
27
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
28
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
29
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
30
|
|
|
COMPENSATION ELEMENT
|
| |
2023
PROGRAM |
| |||
|
Annual Cash Retainer
|
| | | $ | 100,000(1) | | |
|
Committee Chair Retainers:
|
| | | | | | |
|
• Audit Committee
|
| | | $ | 25,000(2) | | |
|
• Compensation and Human Capital Committee
|
| | |
$
|
20,000
|
| |
|
• Nominating/Corporate Governance Committee
|
| | |
$
|
15,000
|
| |
|
• Finance Committee
|
| | | $ | 15,000 | | |
|
Audit Committee Member Retainer
|
| | | $ | 10,000 | | |
|
Presiding Director Retainer
|
| | | $ | 25,000 | | |
|
Non-Executive Chairman Retainer
|
| | | $ | 100,000(3)(4) | | |
|
Annual Stock Award
|
| | | $ | 155,000(5) | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
31
|
|
|
NAME
|
| |
FEES EARNED OR
PAID IN CASH ($)(1) |
| |
STOCK
AWARDS ($)(2) |
| |
CHANGE IN
PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) |
| |
ALL OTHER
COMPENSATION ($) |
| |
TOTAL
($) |
| |||||||||||||||
| Edward J. Casey, Jr. | | | | | 100,000 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 255,093 | | |
| Thomas C. Chubb, III | | | | | 123,333 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 278,426 | | |
| George E. Deese(4) | | | | | 141,667 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 296,760 | | |
| Rhonda O. Gass | | | | | 108,958 | | | | | | 155,093 | | | | | | 10,204 | | | | | | — | | | | | | 274,255 | | |
| Benjamin H. Griswold, IV(5) | | | | | 56,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,250 | | |
| Brigitte H. King(6) | | | | | 25,000 | | | | | | 103,359 | | | | | | — | | | | | | — | | | | | | 128,359 | | |
| Margaret G. Lewis | | | | | 120,000 | | | | | | 155,093 | | | | | | 7,305 | | | | | | — | | | | | | 282,398 | | |
| W. Jameson McFadden | | | | | 108,958 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 264,051 | | |
| Joanne D. Smith(6) | | | | | 25,000 | | | | | | 103,359 | | | | | | — | | | | | | — | | | | | | 128,359 | | |
| James T. Spear | | | | | 123,958 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 279,051 | | |
| Melvin T. Stith, Ph.D. | | | | | 100,000 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 255,093 | | |
| C. Martin Wood III | | | | | 123,958 | | | | | | 155,093 | | | | | | — | | | | | | — | | | | | | 279,051 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
32
|
|
|
NAME
|
| |
DEFERRED
STOCK (#) |
| |||
| Edward J. Casey, Jr. | | | | | 5,940 | | |
| Thomas C. Chubb, III | | | | | 5,940 | | |
| George E. Deese | | | | | 5,940 | | |
| Rhonda O. Gass | | | | | 45,131 | | |
| Benjamin H. Griswold, IV | | | | | — | | |
| Brigitte H. King | | | | | 4,660 | | |
| Margaret G. Lewis | | | | | 5,940 | | |
| W. Jameson McFadden | | | | | 5,940 | | |
| Joanne D. Smith | | | | | 4,660 | | |
| James T. Spear | | | | | 35,325 | | |
| Melvin T. Stith, Ph.D. | | | | | 105,022 | | |
| C. Martin Wood III | | | | | 5,940 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
33
|
|
|
Name and Address of Beneficial Owner
|
| |
Shares of Common
Stock Beneficially Owned |
| |
Percent of
Class(1) |
| ||||||
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355(2) |
| | | | 20,148,077 | | | | | | 9.54% | | |
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055(3) |
| | | | 18,400,645 | | | | | | 8.72% | | |
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, MD 21202(4) |
| | | | 11,852,645 | | | | | | 5.61% | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
34
|
|
|
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership(1) |
| |
Percent of
Class |
| ||||||
| Edward J. Casey, Jr. | | | | | 20,280(2) | | | | | | * | | |
| Thomas C. Chubb, III | | | | | 35,301(3) | | | | | | * | | |
| George E. Deese | | | | | 3,069,626(4) | | | | | | 1.45% | | |
| Rhonda O. Gass | | | | | 53,509(5) | | | | | | * | | |
| Brigitte H. King | | | | | 3,883(6) | | | | | | * | | |
| R. Steve Kinsey | | | | | 453,920 | | | | | | * | | |
| Margaret G. Lewis | | | | | 72,434(7) | | | | | | * | | |
| W. Jameson McFadden | | | | | 8,988,085(8) | | | | | | 4.26% | | |
| A. Ryals McMullian | | | | | 1,227,403(9) | | | | | | * | | |
| Joanne D. Smith | | | | | 4,623(10) | | | | | | * | | |
| James T. Spear | | | | | 96,317(11) | | | | | | * | | |
| Melvin T. Stith, Ph.D. | | | | | 151,044(12) | | | | | | * | | |
| Terry S. Thomas | | | | | 79,317 | | | | | | * | | |
| Stephanie B. Tillman | | | | | 50,104(13) | | | | | | * | | |
| Heeth Varnedoe IV | | | | | 51,144 | | | | | | * | | |
| D. Keith Wheeler | | | | | 120,254 | | | | | | * | | |
| C. Martin Wood III | | | | | 10,102,570(14) | | | | | | 4.78% | | |
| All Directors and Executive Officers as a Group (17 persons) | | | | | 24,119,430(15) | | | | | | 11.42% | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
35
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
36
|
|
|
PROPOSAL II
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
37
|
|
|
|
| |
Your board of directors unanimously recommends that you vote “FOR” Proposal II.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
38
|
|
|
2023 Named Executive Officers
|
| ||||||
|
|
| |
|
| |
|
|
|
A. Ryals McMullian
Chairman and
Chief Executive Officer(1) Years with the company: 21 |
| |
R. Steve Kinsey
Chief Financial Officer and
Chief Accounting Officer Years with the company: 34 |
| |
Terry S. Thomas
Chief Growth Officer
Years with the company: <1(2) |
|
|
|
| |
|
| |
|
|
|
Heeth Varnedoe IV
President and
Chief Operating Officer(3) Years with the company: 22 |
| |
Stephanie B. Tillman
Chief Legal Counsel
Years with the company: 28 |
| |
D. Keith Wheeler
Former Senior Advisor and
Former Chief Sales Officer(4) Years with the company: 36 |
|
FINANCIAL HIGHLIGHTS FROM THE 52-WEEK FISCAL 2023
|
| ||||||
SALES
|
| |
DILUTED EARNINGS
PER SHARE |
| |
ADJUSTED DILUTED EARNINGS
PER SHARE* |
|
| | | | | | | |
$5.091B
|
| |
$0.58
|
| |
$1.20
|
|
NET INCOME
|
| |
ADJUSTED NET INCOME*
|
| |
ADJUSTED EBITDA*
|
|
| | | | | | | |
$123.4M
|
| |
$256.3M
|
| |
$501.7M
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
39
|
|
|
WHAT WE PAY
|
| |
WHY WE PAY IT
|
| |
KEY FEATURES
|
|
|
Base Salary
|
| |
Attract and retain talent; reward experience and expertise, functional progression, career development, skills and competencies
|
| |
Established after consideration of external competitive market base salaries and the internal relationships of these positions
|
|
|
Annual Cash Incentive Awards
|
| |
Motivate achievement of annual performance metrics critical to continued company growth and shareholder value creation
|
| |
Only earned if we meet certain performance goals
|
|
|
Long-term Stock-based Incentive
Compensation |
| |
Align significant portion of Named Executive compensation with the long-term success of the company and the enhancement of shareholder value
|
| |
Equity-based awards generally allocated between two types of performance-based restricted stock units (“Performance Shares”): 50% ROIC-based Performance Shares and 50% TSR-based Performance Shares
|
|
|
Employee Benefits
|
| | Attract and retain talent | | |
•
Customary retirement and health and welfare benefits to all of our salaried employees, including our Named Executives
•
Nonqualified deferred compensation plan to help attract and retain qualified executives
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
40
|
|
|
Summary of Our Compensation Practices
|
| |||||||
|
Practices We Have Adopted
|
| | | | | |
Practices We Do Not Engage In
|
|
|
Pay evaluated with reference to a reasonable range around the size-adjusted 50th percentile of market data
Long-term incentives that are primarily performance-based for Named Executives
Multiple performance measures used in incentive plans
Capped incentive payouts
Clawback policies
Stock ownership guidelines for executives and
outside directors and share retention requirements for executives
Moderate change of control severance arrangements
Double-trigger equity vesting upon a change of control
Annual review of tally sheets by the compensation and human capital committee
Incentives that are risk-mitigated through plan design and administration
Compensation and human capital committee comprised solely of independent directors
Independent compensation consultant who reports directly to the compensation and human capital committee
Anti-hedging policy for executives and outside directors
|
| | | | | |
Employment agreements
Dividend equivalents on unearned performance Shares
Income tax gross-ups
Excise tax gross-ups on change of control severance
Backdating or repricing of stock options
Pension credited service for years not worked
Significant employee/director perquisites
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
41
|
|
|
2023 EXECUTIVE TOTAL COMPENSATION MIX*
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
42
|
|
|
Willis Towers Watson Executive Compensation Database — Food & Beverage Companies
|
| ||||||
|
American Sugar Refining
|
| |
Ferrara Candy Company
|
| |
Mondelez
|
|
|
Barry Callebaut
|
| |
General Mills
|
| |
Niagara Bottling
|
|
|
Beam Suntory
|
| |
Glanbia Group Services
|
| |
PepsiCo
|
|
|
Beyond Meat
|
| |
Hearthside Food Solutions
|
| |
Pernod Ricard
|
|
|
BlueTriton Brands
|
| |
High Liner Foods
|
| |
Rich Products
|
|
|
Brown-Forman
|
| |
Hormel Foods
|
| |
Saputo
|
|
|
Bush Brothers & Company
|
| |
Ilitch Holdings
|
| |
Sargento Foods
|
|
|
Campbell Soup
|
| |
J.M. Smucker
|
| |
Sazerac Company
|
|
|
Cargill
|
| |
Kellogg
|
| |
Schreiber Foods
|
|
|
Coca-Cola
|
| |
Kent Corporation
|
| |
Smithfield Foods
|
|
|
Compass Group, North America Division
|
| |
Kerry Group
|
| |
Southern Glazer’s Wine and Spirits
|
|
|
ConAgra Brands
|
| |
Keurig Dr Pepper
|
| |
Tyson Foods
|
|
|
Dairy Farmers of America
|
| |
Land O’Lakes
|
| |
Ventura Foods
|
|
|
Danone
|
| |
Mars Incorporated
|
| |
Viscofan
|
|
|
Danone North America
|
| |
McCain Foods
|
| |
Wells Enterprises
|
|
|
E.A. Sween Company
|
| |
McCormick
|
| | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
43
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
44
|
|
|
Named Executive
|
| |
End of
Fiscal 2022 Salary Rate |
| |
End of
Fiscal 2023 Salary Rate |
| |
Percent
Change |
| |||||||||
| A. Ryals McMullian, Chairman and Chief Executive Officer(1) | | | | $ | 918,000 | | | | | $ | 955,000 | | | | | | 4.0% | | |
| R. Steve Kinsey, Chief Financial Officer and Chief Accounting Officer(2) | | | | $ | 637,788 | | | | | $ | 700,000 | | | | | | 9.8% | | |
| Terry S. Thomas, Chief Growth Officer(3) | | | | $ | — | | | | | $ | 650,000 | | | | | | —% | | |
| Heeth Varnedoe IV, President and Chief Operating Officer(4) | | | | $ | 391,400 | | | | | $ | 700,000 | | | | | | 78.8% | | |
| D. Keith Wheeler, Former Senior Advisor and Former Chief Sales Officer(5) | | | | $ | 508,311 | | | | | $ | 523,561 | | | | | | 3% | | |
| Stephanie B. Tillman, Chief Legal Counsel(6) | | | | $ | 450,500 | | | | | $ | 495,550 | | | | | | 10% | | |
|
Named Executive
|
| |
Target Annual Incentive
Percentage (as % of base salary) |
| |||
| A. Ryals McMullian, Chairman and Chief Executive Officer | | | | | 125% | | |
| R. Steve Kinsey, Chief Financial Officer and Chief Accounting Officer | | | | | 80% | | |
| Terry S. Thomas, Chief Growth Officer(1) | | | | | 70% | | |
| Heeth Varnedoe IV, President and Chief Operating Officer(2) | | | | | 80% | | |
| D. Keith Wheeler, Former Senior Advisor and Former Chief Sales Officer | | | | | 70% | | |
| Stephanie B. Tillman, Chief Legal Counsel | | | | | 70% | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
45
|
|
|
Level of Achievement
|
| |
% of Adjusted
EBITDA Goal Achieved |
| |
Applicable
Annual Cash Incentive Percentage of Target |
| ||||||
| Maximum | | | | | 115.0% | | | | | | 200.0% | | |
| Target | | | | | 100.0% | | | | | | 100.0% | | |
| Threshold | | | | | 90.0% | | | | | | 30.0% | | |
| Actual | | | | | 93.8% | | | | | | 56.5% | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
46
|
|
|
Named Executive
|
| |
Total Target Dollar Value of
Performance Share Grant |
| |||
| A. Ryals McMullian | | | | $ | 4,452,301(1) | | |
| R. Steve Kinsey | | | | $ | 1,179,908(2) | | |
| Terry S. Thomas | | | | $ | 1,250,000(3) | | |
| Heeth Varnedoe IV | | | | $ | 925,000(4) | | |
| D. Keith Wheeler | | | | $ | 813,298(5) | | |
| Stephanie B. Tillman | | | | $ | 842,435(6) | | |
|
Named Executive
|
| |
Target Number of
ROIC-Based Performance Shares Granted |
| |
Target Number of
TSR-Based Performance Shares Granted |
| ||||||
| A. Ryals McMullian | | | | | 71,510 | | | | | | 71,510 | | |
| R. Steve Kinsey | | | | | 18,950 | | | | | | 18,950 | | |
| Terry S. Thomas | | | | | 25,040 | | | | | | 25,040 | | |
| Heeth Varnedoe IV | | | | | 14,860 | | | | | | 14,860 | | |
| D. Keith Wheeler | | | | | 13,060 | | | | | | 13,060 | | |
| Stephanie B. Tillman | | | | | 13,530 | | | | | | 13,530 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
47
|
|
|
ROIC Minus WACC
|
| |
Payment Percentage
(% of target) |
| |||
| Less than 175 basis points | | | | | 0% | | |
| 175 basis points | | | | | 50% | | |
| 375 basis points | | | | | 100% | | |
| 475 basis points or above | | | | | 125% | | |
|
B&G Foods, Inc.
|
| |
The J.M. Smucker Company
|
|
|
Campbell Soup Company
|
| |
Kellogg Company
|
|
|
Conagra Brands, Inc.
|
| |
The Kraft Heinz Company
|
|
|
General Mills, Inc.
|
| |
Lancaster Colony Corporation
|
|
|
The Hain Celestial Group, Inc.
|
| |
McCormick & Company, Incorporated
|
|
|
The Hershey Company
|
| |
Mondelez International, Inc.
|
|
|
Hormel Foods Corporation
|
| |
Post Holdings, Inc.
|
|
|
Hostess Brands, Inc.
|
| |
Treehouse Foods, Inc.
|
|
|
J&J Snack Foods Corp.
|
| | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
48
|
|
|
Percentile of Company
TSR vs. Peer Group TSR |
| |
Payment percentage
(% of target) |
| |||
| Less than 30th | | | | | 0% | | |
| 30th | | | | | 50% | | |
| 50th | | | | | 100% | | |
| 70th | | | | | 150% | | |
| 90th or above | | | | | 200% | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
49
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
50
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
51
|
|
|
NAMED EXECUTIVE
|
| |
STOCK
OWNERSHIP GUIDELINE |
|
| Chairman and Chief Executive Officer | | |
6 times base salary
|
|
| Chief Financial Officer and Chief Accounting Officer | | |
3 times base salary
|
|
| Chief Growth Officer | | |
3 times base salary
|
|
| President and Chief Operating Officer | | |
3 times base salary
|
|
| Former Senior Advisor and Former Chief Sales Officer | | |
2 times base salary
|
|
| Chief Legal Counsel | | |
3 times base salary
|
|
Edward J. Casey, Jr.
Thomas C. Chubb, III
Melvin T. Stith, Ph.D.
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
52
|
|
|
Name and
Principal Position |
| | |
Year
|
| | |
Salary
($)(3) |
| | |
Bonus
($) |
| | |
Stock
Awards ($)(4) |
| | |
Non-Equity
Incentive Plan Compensation ($)(6) |
| | |
Change In Pension
Value and Nonqualified Deferred Compensation Earnings ($)(7) |
| | |
All Other
Compensation ($)(8) |
| | |
Total
($) |
| ||||||||||||||||||||||||
|
A. Ryals McMullian
Chairman and Chief Executive Officer |
| | | | | 2023 | | | | | | | 954,289 | | | | | | | — | | | | | | | 4,452,212 | | | | | | | 674,469 | | | | | | | 53,133 | | | | | | | 258,937 | | | | | | | 6,393,039 | | |
| | | 2022 | | | | | | | 917,654 | | | | | | | — | | | | | | | 4,360,518 | | | | | | | 737,843 | | | | | | | 53,851 | | | | | | | 185,493 | | | | | | | 6,255,359 | | | ||||
| | | 2021 | | | | | | | 896,490 | | | | | | | — | | | | | | | 3,599,802 | | | | | | | 1,341,360 | | | | | | | 38,286 | | | | | | | 103,967 | | | | | | | 5,979,905 | | | ||||
|
R. Steve Kinsey
Chief Financial Officer and Chief Accounting Officer |
| | | | | 2023 | | | | | | | 665,025 | | | | | | | — | | | | | | | 1,179,827 | | | | | | | 301,132 | | | | | | | 30,764 | | | | | | | 108,309 | | | | | | | 2,285,058 | | |
| | | 2022 | | | | | | | 632,787 | | | | | | | — | | | | | | | 1,145,409 | | | | | | | 325,689 | | | | | | | 31,974 | | | | | | | 120,908 | | | | | | | 2,256,767 | | | ||||
| | | 2021 | | | | | | | 615,146 | | | | | | | — | | | | | | | 1,117,469 | | | | | | | 611,497 | | | | | | | 29,174 | | | | | | | 66,236 | | | | | | | 2,439,522 | | | ||||
|
Terry S. Thomas(1)
Chief Growth Officer |
| | | | | 2023 | | | | | | | 202,500 | | | | | | | 350,000 | | | | | | | 2,558,856(5) | | | | | | | 85,033 | | | | | | | — | | | | | | | 80,917 | | | | | | | 3,277,306 | | |
|
Heeth Varnedoe IV(1)
President and Chief Operating Officer |
| | | | | 2023 | | | | | | | 560,219 | | | | | | | — | | | | | | | 925,184 | | | | | | | 255,901 | | | | | | | 1,105 | | | | | | | 42,222 | | | | | | | 1,784,631 | | |
|
D. Keith Wheeler
Former Senior Advisor and Former Chief Sales Officer |
| | | | | 2023 | | | | | | | 519,455 | | | | | | | — | | | | | | | 813,115 | | | | | | | 205,561 | | | | | | | 10,303 | | | | | | | 78,518 | | | | | | | 1,626,952 | | |
| | | 2022 | | | | | | | 504,325 | | | | | | | — | | | | | | | 789,363 | | | | | | | 227,125 | | | | | | | 7,737 | | | | | | | 87,571 | | | | | | | 1,616,122 | | | ||||
| | | 2021 | | | | | | | 490,265 | | | | | | | — | | | | | | | 770,328 | | | | | | | 426,438 | | | | | | | 6,491 | | | | | | | 43,895 | | | | | | | 1,737,417 | | | ||||
|
Stephanie B. Tillman(2)
Chief Legal Counsel |
| | | | | 2023 | | | | | | | 483,421 | | | | | | | — | | | | | | | 842,378 | | | | | | | 191,536 | | | | | | | 4,555 | | | | | | | 52,055 | | | | | | | 1,573,945 | | |
| | | 2022 | | | | | | | 443,635 | | | | | | | — | | | | | | | 594,994 | | | | | | | 173,344 | | | | | | | 4,139 | | | | | | | 41,787 | | | | | | | 1,257,899 | | |
|
NAME
|
| |
SALARY DEFERRALS INTO
401(K) PLAN ($) |
| |
SALARY DEFERRALS
TO EDCP ($) |
| |
TOTAL
($) |
| |||||||||
| A. Ryals McMullian | | | | | 29,554 | | | | | | 269,067 | | | | | | 298,621 | | |
| R. Steve Kinsey | | | | | 30,000 | | | | | | 53,202 | | | | | | 83,202 | | |
| Terry S. Thomas | | | | | 13,750 | | | | | | — | | | | | | 13,750 | | |
| Heeth Varnedoe IV | | | | | 27,300 | | | | | | — | | | | | | 27,300 | | |
| D. Keith Wheeler | | | | | 30,000 | | | | | | 100,631 | | | | | | 130,631 | | |
| Stephanie B. Tillman | | | | | 30,000 | | | | | | 17,929 | | | | | | 47,929 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
53
|
|
|
NAME
|
| |
EMPLOYER
CONTRIBUTIONS TO SECTION 401(K) PLAN ($) |
| |
EMPLOYER
CONTRIBUTIONS TO EDCP ($) |
| |
DIRECTOR
COMPENSATION* ($) |
| |
TOTAL
($) |
| ||||||||||||
| A. Ryals McMullian | | | | | 21,039 | | | | | | 237,898 | | | | | | — | | | | | | 258,937 | | |
| R. Steve Kinsey | | | | | 19,800 | | | | | | 88,509 | | | | | | — | | | | | | 108,309 | | |
| Terry S. Thomas | | | | | 8,625 | | | | | | — | | | | | | 72,292 | | | | | | 80,917 | | |
| Heeth Varnedoe IV | | | | | 19,800 | | | | | | 22,422 | | | | | | — | | | | | | 42,222 | | |
| D. Keith Wheeler | | | | | 19,946 | | | | | | 58,572 | | | | | | — | | | | | | 78,518 | | |
| Stephanie B. Tillman | | | | | 19,800 | | | | | | 32,255 | | | | | | — | | | | | | 52,055 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
54
|
|
| | | | | | | | | | | |
ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
| | |
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN AWARDS |
| | |
ALL
OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) |
| | |
GRANT
DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(2) |
| ||||||||||||||||||||||||||||||||||||||||
|
NAME
|
| | |
GRANT
DATE |
| | |
THRESHOLD
($) |
| | |
TARGET
($) |
| | |
MAXIMUM
($) |
| | |
THRESHOLD
(#) |
| | |
TARGET
(#) |
| | |
MAXIMUM
(#) |
| | ||||||||||||||||||||||||||||||||||
|
A. Ryals McMullian
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-Equity Incentive Plan Award
|
| | | | | | | | | | | | 358,125 | | | | | | | 1,193,750 | | | | | | | 2,387,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
ROIC-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,755 | | | | | | | 71,510 | | | | | | | 89,388 | | | | | | | | | | | | | | 2,055,197 | | |
|
TSR-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,755 | | | | | | | 71,510 | | | | | | | 143,020 | | | | | | | | | | | | | | 2,397,015 | | |
|
R. Steve Kinsey
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-Equity Incentive Plan Award
|
| | | | | | | | | | | | 159,893 | | | | | | | 532,977 | | | | | | | 1,065,955 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
ROIC-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,475 | | | | | | | 18,950 | | | | | | | 23,688 | | | | | | | | | | | | | | 544,623 | | |
|
TSR-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,475 | | | | | | | 18,950 | | | | | | | 37,900 | | | | | | | | | | | | | | 635,204 | | |
|
Terry S. Thomas
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-Equity Incentive Plan Award
|
| | | | | | | | | | | | 45,150 | | | | | | | 150,500 | | | | | | | 301,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
ROIC-Based Performance Shares
|
| | | | | 9/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,520 | | | | | | | 25,040 | | | | | | | 31,300 | | | | | | | | | | | | | | 576,922 | | |
|
TSR-Based Performance Shares
|
| | | | | 9/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,520 | | | | | | | 25,040 | | | | | | | 50,080 | | | | | | | | | | | | | | 576,922 | | |
|
Time- Based Restricted Stock Units
|
| | | | | 9/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 54,250 | | | | | | | 1,249,920 | | |
|
Deferred Stock
|
| | | | | 5/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,940 | | | | | | | 155,093 | | |
|
Heeth Varnedoe IV
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-Equity Incentive Plan Award
|
| | | | | | | | | | | | 135,877 | | | | | | | 452,923 | | | | | | | 905,846 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
ROIC-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,430 | | | | | | | 14,860 | | | | | | | 18,575 | | | | | | | | | | | | | | 427,076 | | |
|
TSR-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,430 | | | | | | | 14,860 | | | | | | | 29,720 | | | | | | | | | | | | | | 498,107 | | |
|
D. Keith Wheeler
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-Equity Incentive Plan Award
|
| | | | | | | | | | | | 109,147 | | | | | | | 363,824 | | | | | | | 727,648 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
ROIC-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,530 | | | | | | | 13,060 | | | | | | | 16,325 | | | | | | | | | | | | | | 375,344 | | |
|
TSR-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,530 | | | | | | | 13,060 | | | | | | | 26,120 | | | | | | | | | | | | | | 437,771 | | |
|
Stephanie B. Tillman
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-Equity Incentive Plan Award
|
| | | | | | | | | | | | 101,700 | | | | | | | 339,001 | | | | | | | 678,003 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
ROIC-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,765 | | | | | | | 13,530 | | | | | | | 16,913 | | | | | | | | | | | | | | 388,852 | | |
|
TSR-Based Performance Shares
|
| | | | | 1/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,765 | | | | | | | 13,530 | | | | | | | 27,060 | | | | | | | | | | | | | | 453,526 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
55
|
|
| | | | |
STOCK AWARDS
|
| |||||||||||||||||||||||||||||||
|
NAME AND GRANTS
|
| | |
GRANT DATE
|
| | |
NUMBER OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
| | |
MARKET
VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) |
| | |
EQUITY INCENTIVE
PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) |
| | |
EQUITY INCENTIVE
PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) |
| |||||||||||||||
|
A. Ryals McMullian
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ROIC-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 71,510 | | | | | | | 1,609,690 | | |
|
TSR-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 71,510 | | | | | | | 1,609,690 | | |
|
ROIC-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 73,360 | | | | | | | 1,651,334 | | |
|
TSR-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 73,360 | | | | | | | 1,651,334 | | |
|
ROIC-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 72,900 | | | | | | | 1,640,979 | | |
|
TSR-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 72,900 | | | | | | | 1,640,979 | | |
|
R. Steve Kinsey
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ROIC-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 18,950 | | | | | | | 426,565 | | |
|
TSR-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 18,950 | | | | | | | 426,565 | | |
|
ROIC-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 19,270 | | | | | | | 433,768 | | |
|
TSR-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 19,270 | | | | | | | 433,768 | | |
|
ROIC-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 22,630 | | | | | | | 509,401 | | |
|
TSR-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 22,630 | | | | | | | 509,401 | | |
|
Terry S. Thomas(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ROIC-Based Performance Shares(1)
|
| | | | | 9/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 25,040 | | | | | | | 563,650 | | |
|
TSR-Based Performance Shares(1)
|
| | | | | 9/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 25,040 | | | | | | | 563,650 | | |
|
Restricted Stock Units(5)
|
| | | | | 9/1/2023 | | | | | | | 54,250 | | | | | | | 1,221,168 | | | | | | | — | | | | | | | — | | |
|
Heeth Varnedoe IV
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ROIC-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 14,860 | | | | | | | 334,499 | | |
|
TSR-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 14,860 | | | | | | | 334,499 | | |
|
ROIC-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 7,670 | | | | | | | 172,652 | | |
|
TSR-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 7,670 | | | | | | | 172,652 | | |
|
ROIC-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 9,230 | | | | | | | 207,768 | | |
|
TSR-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 9,230 | | | | | | | 207,768 | | |
|
D. Keith Wheeler
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ROIC-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 4,353 | | | | | | | 97,986 | | |
|
TSR-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 4,353 | | | | | | | 97,986 | | |
|
ROIC-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 8,853 | | | | | | | 199,281 | | |
|
TSR-Based Performance Shares (2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 8,853 | | | | | | | 199,281 | | |
|
ROIC-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 15,600 | | | | | | | 351,156 | | |
|
TSR-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 15,600 | | | | | | | 351,156 | | |
|
Stephanie B. Tillman
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ROIC-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 13,530 | | | | | | | 304,560 | | |
|
TSR-Based Performance Shares(1)
|
| | | | | 1/1/2023 | | | | | | | — | | | | | | | — | | | | | | | 13,530 | | | | | | | 304,560 | | |
|
ROIC-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 10,010 | | | | | | | 225,325 | | |
|
TSR-Based Performance Shares(2)
|
| | | | | 1/2/2022 | | | | | | | — | | | | | | | — | | | | | | | 10,010 | | | | | | | 225,325 | | |
|
ROIC-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 7,980 | | | | | | | 179,630 | | |
|
TSR-Based Performance Shares(3)
|
| | | | | 1/3/2021 | | | | | | | — | | | | | | | — | | | | | | | 7,980 | | | | | | | 179,630 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
56
|
|
| | | |
STOCK AWARDS
|
| |||||||||
|
NAME
|
| |
NUMBER OF SHARES
ACQUIRED ON VESTING (#) |
| |
VALUE
REALIZED ON VESTING ($) |
| ||||||
| A. Ryals McMullian | | | | | 195,199 | | | | | | 5,441,612 | | |
| R. Steve Kinsey | | | | | 63,690 | | | | | | 1,809,433 | | |
| Terry S. Thomas | | | | | 1,980 | | | | | | 46,649 | | |
| Heeth Varnedoe IV | | | | | 12,280 | | | | | | 349,202 | | |
| D. Keith Wheeler | | | | | 43,898 | | | | | | 1,247,142 | | |
| Stephanie B. Tillman | | | | | 19,628 | | | | | | 557,631 | | |
|
NAME
|
| |
EXECUTIVE
CONTRIBUTIONS IN FY 2023 ($)(1) |
| |
REGISTRANT
CONTRIBUTIONS IN FY 2023 ($)(2) |
| |
AGGREGATE
EARNINGS IN FY 2023 ($)(3) |
| |
AGGREGATE
WITHDRAWALS/ DISTRIBUTIONS IN FY 2023 ($) |
| |
AGGREGATE
BALANCE AT 12/30/2023 ($)(4) |
| |||||||||||||||
| A. Ryals McMullian | | | | | 269,067 | | | | | | 237,898 | | | | | | 175,525 | | | | | | — | | | | | | 2,813,970 | | |
| R. Steve Kinsey | | | | | 53,202 | | | | | | 88,509 | | | | | | 100,442 | | | | | | — | | | | | | 1,565,737 | | |
| Terry S. Thomas | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Heeth Varnedoe IV | | | | | — | | | | | | 22,422 | | | | | | 3,865 | | | | | | — | | | | | | 78,421 | | |
| D. Keith Wheeler | | | | | 100,631 | | | | | | 58,572 | | | | | | 34,596 | | | | | | — | | | | | | 603,931 | | |
| Stephanie B. Tillman | | | | | 17,929 | | | | | | 32,255 | | | | | | 15,178 | | | | | | — | | | | | | 260,573 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
57
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
58
|
|
|
NAME
|
| | |
DEATH/
DISABILITY ($) |
| | |
RETIREMENT
($) |
| | |
CHANGE OF
CONTROL WITHOUT TERMINATION ($) |
| | |
QUALIFYING
TERMINATION IN CONNECTION WITH A CHANGE OF CONTROL(1) ($) |
| ||||||||||||
|
A. Ryals McMullian
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 6,446,250 | | |
|
Equity Vesting
|
| | | | | 9,804,005 | | | | | | | N/A | | | | | | | — | | | | | | | 7,658,674 | | |
|
Other Benefits(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 57,607 | | |
|
TOTAL
|
| | | | | 9,804,005 | | | | | | | N/A | | | | | | | — | | | | | | | 14,162,531 | | |
|
R. Steve Kinsey
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,520,000 | | |
|
Equity Vesting
|
| | | | | 2,739,467 | | | | | | | 2,151,519 | | | | | | | — | | | | | | | 2,186,718 | | |
|
Other Benefits(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 51,318 | | |
|
TOTAL
|
| | | | | 2,739,467 | | | | | | | 2,151,519 | | | | | | | — | | | | | | | 4,758,036 | | |
|
Terry S. Thomas
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,210,000 | | |
|
Equity Vesting
|
| | | | | 2,348,468 | | | | | | | N/A | | | | | | | — | | | | | | | 2,083,553 | | |
|
Other Benefits(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 59,655 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
59
|
|
|
NAME
|
| | |
DEATH/
DISABILITY ($) |
| | |
RETIREMENT
($) |
| | |
CHANGE OF
CONTROL WITHOUT TERMINATION ($) |
| | |
QUALIFYING
TERMINATION IN CONNECTION WITH A CHANGE OF CONTROL(1) ($) |
| ||||||||||||
|
TOTAL
|
| | | | | 2,348,468 | | | | | | | N/A | | | | | | | — | | | | | | | 4,353,208 | | |
|
Heeth Varnedoe IV
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,520,000 | | |
|
Equity Vesting
|
| | | | | 1,429,835 | | | | | | | 978,853 | | | | | | | — | | | | | | | 1,133,212 | | |
|
Other Benefits(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 54,153 | | |
|
TOTAL
|
| | | | | 1,429,835 | | | | | | | 978,853 | | | | | | | — | | | | | | | 3,707,365 | | |
|
Stephanie B. Tillman
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,684,870 | | |
|
Equity Vesting
|
| | | | | 1,419,030 | | | | | | | N/A | | | | | | | — | | | | | | | 1,079,303 | | |
|
Other Benefits(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 59,167 | | |
|
TOTAL
|
| | | | | 1,419,030 | | | | | | | N/A | | | | | | | — | | | | | | | 2,823,340 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
60
|
|
|
YEAR
|
| |
CEO TOTAL
COMPENSATION ($) |
| |
MEDIAN EMPLOYEE
TOTAL COMPENSATION ($) |
| |
RATIO OF CEO TO
MEDIAN EMPLOYEE TOTAL COMPENSATION |
| |||||||||
| 2023 | | | | | 6,416,169 | | | | | | 70,652 | | | | | | 90.8 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
61
|
|
| | | | PAY VERSUS PERFORMANCE(1) | | |||||||||||||||||||||||||||||||||||||||||||||
| FISCAL YEAR (a) | | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (b) | | | COMPENSATION ACTUALLY PAID TO PEO (c)(2) | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (d) | | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (e)(2) | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | NET INCOME (h)(5) ($ IN THOUSANDS) | | | ADJUSTED EBITDA (i)(6) ($ IN THOUSANDS) | | |||||||||||||||||||||||||||
| COMPANY TOTAL SHAREHOLDER RETURN (f)(3) | | | PEER GROUP TOTAL SHAREHOLDER RETURN (g)(4) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| PEO | | | 2023 | | |||
| Summary Compensation Table (SCT) Total for PEO | | | | $ | | | |
| - change in actuarial present value of pension benefits | | | | | | | |
| + service cost of pension benefits | | | | | | | |
| + prior service cost of pension benefits | | | | | | | |
| - SCT “Stock Awards” column value | | | | $ | ( | | |
| - SCT “Option Awards” column value | | | | | | | |
| + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | | | $ | | | |
| +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years | | | | $ | ( | | |
| + vesting date fair value of equity awards granted and vested in Covered Year | | | | | | | |
| +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | | | | $ | | | |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | | | | | | | |
| + includable dividends/earnings paid on equity awards during Covered Year | | | | $ | | | |
| Compensation Actually Paid to PEO | | | | $ | | |
| AVERAGE FOR NON-PEO NAMED EXECUTIVE OFFICERS | | | 2023 | | |||
| Average SCT Total for Non-PEO Named Executive Officers | | | | $ | | | |
| - change in actuarial present value of pension benefits | | | | | | | |
| + service cost of pension benefits | | | | | | | |
| + prior service cost of pension benefits | | | | | | | |
| - SCT “Stock Awards” column value | | | | $ | ( | | |
| - SCT “Option Awards” column value | | | | | | | |
| + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | | | $ | | | |
| +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years | | | | $ | ( | | |
| + vesting date fair value of equity awards granted and vested in Covered Year | | | | | | | |
| +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | | | | $ | | | |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | | | | | | | |
| + includable dividends/earnings paid on equity awards during Covered Year | | | | $ | | | |
| Average Compensation Actually Paid to Non-PEO Named Executive Officers | | | | $ | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
62
|
|
| RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN AND BETWEEN TOTAL SHAREHOLDER RETURN OF THE COMPANY AND PVP PEER GROUP | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
63
|
|
|
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME
|
|
|
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND ADJUSTED EBITDA
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
64
|
|
| | |
| | |
| | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
65
|
|
|
PROPOSAL III
Ratification of Appointment of
Independent Registered Public
Accounting Firm |
|
|
|
| |
Your board of directors unanimously recommends that you vote“FOR” Proposal III.
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
66
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
67
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
68
|
|
Rhonda O. Gass
Brigitte H. King
W. Jameson McFadden
Joanne D. Smith
C. Martin Wood III
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
69
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
70
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
71
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
72
|
|
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [email protected]
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
73
|
|
Chief Legal Counsel
Flowers Foods, Inc.
1919 Flowers Circle
Thomasville, Georgia 31757
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
74
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
75
|
|
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
A-1
|
|
|
(DOLLARS IN THOUSANDS)
|
| |
2022
|
| |||
| Net income | | | | $ | 228,394 | | |
|
Income tax expense
|
| | | | 70,317 | | |
|
Interest expense, net
|
| | | | 5,277 | | |
|
Depreciation and amortization
|
| | | | 141,957 | | |
| EBITDA | | | | | 445,945 | | |
|
Business process improvement costs
|
| | | | 33,169 | | |
|
Plant closure costs and impairment of assets
|
| | | | 7,825 | | |
|
FASTER Act, net of recovery on inferior ingredients
|
| | | | 236 | | |
|
Legal settlements and related costs
|
| | | | 7,500 | | |
|
Gain on sale, severance costs, and lease termination (gain) loss
|
| | | | (4,390) | | |
|
Other pension benefit
|
| | | | (773) | | |
|
Acquisition-related costs
|
| | | | 12,518 | | |
| Adjusted EBITDA | | | | $ | 502,030 | | |
| Sales | | | | $ | 4,805,822 | | |
|
Adjusted EBITDA margin
|
| | | | 10.4% | | |
|
(DOLLARS IN THOUSANDS)
|
| |
2023
|
| |||
| Net income | | | | $ | 123,416 | | |
|
Income tax expense
|
| | | | 33,691 | | |
|
Interest expense, net
|
| | | | 16,032 | | |
|
Depreciation and amortization
|
| | | | 151,709 | | |
| EBITDA | | | | | 324,848 | | |
|
Business process improvement costs
|
| | | | 21,521 | | |
|
Plant closure costs and impairment of assets
|
| | | | 7,298 | | |
|
FASTER Act, net of recovery on inferior ingredients
|
| | | | — | | |
|
Legal settlements and related costs
|
| | | | 137,529 | | |
|
Gain on sale, severance costs, and lease termination (gain) loss
|
| | | | — | | |
|
Other pension benefit
|
| | | | (269) | | |
|
Acquisition-related costs
|
| | | | 3,712 | | |
|
Restructuring charges
|
| | | | 7,099 | | |
| Adjusted EBITDA | | | | $ | 501,738 | | |
| Sales | | | | $ | 5,090,830 | | |
|
Adjusted EBITDA margin
|
| | | | 9.9% | | |
| | | |
2022
|
| |||
| Earnings per diluted common share | | | | $ | 1.07 | | |
| Business process improvement costs | | | | | 0.12 | | |
| Plant closure costs and impairment of assets | | | | | 0.03 | | |
| Gain on sale, severance costs, and lease termination (gain) loss | | | | | (0.02) | | |
| FASTER Act, net of recovery on inferior ingredients | | | | | NM | | |
| Legal settlements and related costs | | | | | 0.03 | | |
| Acquisition-related costs | | | | | 0.04 | | |
| Adjusted earnings per diluted share | | | | $ | 1.27 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
A-2
|
|
| | | |
2023
|
| |||
| Earnings per diluted common share | | | | $ | 0.58 | | |
| Business process improvement costs | | | | | 0.08 | | |
| Plant closure costs and impairment of assets | | | | | 0.03 | | |
| Restructuring charges | | | | | 0.02 | | |
| Legal settlements and related costs | | | | | 0.48 | | |
| FASTER Act, net of recovery on inferior ingredients | | | | | — | | |
| Gain on sale, severance costs and lease termination (gain) loss | | | | | — | | |
| Acquisition-related costs | | | | | 0.01 | | |
| Adjusted earnings per diluted share | | | | $ | 1.20 | | |
|
(DOLLARS IN THOUSANDS)
|
| |
2022
|
| |||
| Net income | | | | $ | 228,394 | | |
| Business process improvement costs | | | | | 24,877 | | |
| Plant closure costs and impairment of assets | | | | | 5,869 | | |
| Gain on sale, severance costs, and lease termination (gain) loss | | | | | (3,292) | | |
| FASTER Act, net of recovery on inferior ingredients | | | | | 177 | | |
| Acquisition-related costs | | | | | 9,388 | | |
| Legal settlements and related costs | | | | | 5,625 | | |
| Adjusted net income | | | | $ | 271,038 | | |
|
(DOLLARS IN THOUSANDS)
|
| |
2023
|
| |||
| Net income | | | | $ | 123,416 | | |
| Business process improvement costs | | | | | 16,141 | | |
| Plant closure costs and impairment of assets | | | | | 5,473 | | |
| Gain on sale, severance costs, and lease termination (gain) loss | | | | | — | | |
| FASTER Act, net of recovery on inferior ingredients | | | | | — | | |
| Acquisition-related costs | | | | | 2,784 | | |
| Legal settlements and related costs | | | | | 103,147 | | |
| Restructuring charges | | | | | 5,324 | | |
| Adjusted net income | | | | $ | 256,285 | | |
|
2024 PROXY STATEMENT / FLOWERS FOODS, INC.
|
| |
A-3
|
|