DEF 14A of Flowers Foods Inc, Apr 9, 2024

DEF 14A of Flowers Foods Inc

Filed Apr 9, 2024 · FY20230001104659-24-045106

Open on EDGAR

  1. Corporate Responsibility

    Corporate Responsibility At Flowers Foods, we recognize our responsibility to uphold the company’s founding values, which for more than 100 years have centered on working ethically, responsibly, and with integrity. We actively seek opportunities to make a positive difference for our team, consumers, environment, and the communities we serve. Our primary areas of focus are climate/energy, logistics, water, and waste; worker health and safety; diversity, equity and inclusion; food safety and quality; health and wellness; and charitable giving and volunteerism. Our most recent Corporate Responsibility Report provides details about our efforts and is available at www.flowersfoods.com/corporate-responsibility. Under our ESG oversight structure, the board of directors retains ultimate oversight of the company’s ESG and Corporate Responsibility-related risks and priorities and delegates to its committees oversight of various ESG-related topics, as reflected in the committee charters. In connection with our strong founding values, management — at the direction and subject to the oversight of our board of directors and its committees — oversees the prioritization of ESG topics that impact our business and stakeholders and the focus of our Corporate Responsibility strategy and reporting. For more information relating to ESG oversight, please see “Corporate Governance — ESG Oversight.”

  2. Corporate Responsibility

    | Corporate Governance Highlights | | | Independence | • 11 of 12 director-nominees are independent • Independent presiding director • Fully independent board committees | | Board Accountability | • Annual election of directors • Majority voting standard in uncontested election of directors • Shareholder ability to act by written consent and call special meeting | | Board Evaluation and Effectiveness | • Annual board and committee self-evaluations • Annual independent director evaluation of the CEO | | Board Refreshment | • Balance of new and experienced directors, with tenure of independent director-nominees averaging 9.2 years • Added 5 new independent directors since the beginning of 2020 • Average age of independent director-nominees is 65.5 years | | Director Engagement | • Corporate governance guidelines limit director membership on other public company boards • Shareholder ability to contact directors | | Director Access | • Significant interaction with senior management team through regular business reviews and board presentations • Directors have access to senior management and other employees • Directors have the ability to hire outside experts and consultants as they deem necessary | | Clawback and Anti- Hedging Policies | • Multiple clawback policies for incentive compensation • Anti-hedging policy for executives and outside directors | | Share Ownership | • Robust stock ownership guidelines for directors and executive officers • CEO required to hold shares equivalent to 6x base salary • Other executive officers are required to hold shares equivalent to 3x to 1x base salary based on salary grade • Non-employee directors required to hold shares equivalent to 6x the annual board retainer |

  3. Corporate Responsibility

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 7 |

  4. Director-Nominees

    Director-Nominees The board of directors currently consists of 12 directors whose terms expire at the 2024 annual meeting of shareholders. Based on the recommendation of the nominating/corporate governance committee, the board has nominated the 12 current directors for election at the annual meeting. Each of the director-nominees was elected by shareholders at the 2023 annual meeting of shareholders, other than Mses. King and Smith who were elected to the board after the meeting. The following biographies provide information on each of our director-nominees, including professional experience, highlights and qualifications, and other public board service.

  5. Director-Nominees

    | A. RYALS MCMULLIAN | | Chairman | | Chairman and Chief Executive Officer of Flowers Foods, Inc. Age 54 Director since 2019 Board Committees • None | Professional Experience • Flowers Foods, Inc. (2003 – present) • Chairman and Chief Executive Officer (May 2023 – present) • President and Chief Executive Officer (May 2019 – May 2023) • Chief Operating Officer (June 2018 – May 2019) • Chief Strategy Officer (May 2017 – June 2018) • Vice President of M&A and Deputy General Counsel (2015 – 2017) • Various legal roles Other Public Boards • None | 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. |

  6. Director-Nominees

    | THOMAS C. CHUBB, III | | Independent Presiding Director | | Chairman, Chief Executive Officer and President of Oxford Industries, Inc. Age 60 Director since 2020 Board Committees • Compensation and Human Capital Committee • Nominating/ Corporate Governance Committee (Chair) | Professional Experience • Oxford Industries, Inc. (1988 – present) • Chairman, Chief Executive Officer and President (2015 – present) • Chief Executive Officer and President (2013 – 2015) • President (2009 – 2013) • Executive Vice President (2004 – 2009) • Vice President, General Counsel, and Secretary (1999 – 2004) • Various roles Other Public Boards • Oxford Industries, Inc. (NYSE) (2012 – present; Chairman since 2015) | 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. |

  7. Director-Nominees

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 15 |

  8. Director-Nominees

    | EDWARD J. CASEY, JR. | | Independent Director | | Former Executive Chairman of J&J Worldwide Services, Inc. Age 66 Director since 2020 Board Committees • Compensation and Human Capital Committee • Nominating/ Corporate Governance Committee | Professional Experience • J&J Worldwide Services, Inc. • Former Executive Chairman of the Board of Directors (March 2022 – February 2024) • IDEMIA • Chief Executive Officer of North American business (January 2018 – February 2021) • Secro Group plc • Acting Chief Executive Officer and Chief Operating Officer (2013 – 2017) • Chairman and Chief Executive Officer of North American business (2005 – 2013) Other Public Boards • Talen Energy (NYSE) (2015 – 2016) • Serco Group plc (LSE) (2013 – 2017) | 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. |

  9. Director-Nominees

    | GEORGE E. DEESE | | Independent Director | | Retired Chairman and Chief Executive Officer of Flowers Foods, Inc. Age 78 Director since 2004 Board Committees • None | 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. |

  10. Director-Nominees

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 16 |

  11. Director-Nominees

    | 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. |

  12. Director-Nominees

    | 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. |

  13. Director-Nominees

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 17 |

  14. Director-Nominees

    | 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. |

  15. Director-Nominees

    | 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. |

  16. Director-Nominees

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 18 |

  17. Director-Nominees

    | 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. |

  18. Director-Nominees

    | 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. |

  19. Director-Nominees

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 19 |

  20. Director-Nominees

    | 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. |

  21. Director-Nominees

    | 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. |

  22. Director-Nominees

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 20 |

  23. Director Compensation

    Director Compensation Based upon the recommendations of the nominating/corporate governance committee, the board of directors considers and establishes director compensation. An employee of the company who also serves as a director does not receive any additional compensation for serving as a director or as a member or chair of a board committee.

  24. 2023 Director Compensation Package

    2023 Director Compensation Package During 2023, the directors’ compensation package for non-employee directors was based on the following principles: • a significant portion of director compensation should be aligned with creating and sustaining shareholder value; • directors should have an equity interest in the company; and • total compensation should be structured to attract and retain a diverse and superior board of directors. The nominating/corporate governance committee annually reviews the status of director compensation in relation to other comparable companies and other factors it deems appropriate. In 2023, that committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant, to assist it in its assessment of the competitiveness of director compensation. Meridian developed two peer groups of companies comparable to Flowers Foods in size — an industry-specific group and a general industry group — and provided details of the values and designs of the director pay programs at those companies. The nominating/corporate governance committee considered that data, the frequency of expected changes to director pay at Flowers Foods, the expected rate of change in that data and other relevant factors to determine the 2023/2024 program shown below. As a result of its review, Meridian and the nominating/corporate governance committee recommended, and the board approved, the following changes to the director compensation program at the May 2023 meeting, effective May 25, 2023: • The audit committee chair retainer was increased by $2,500 to $25,000; • The audit committee member retainer was increased by $2,500 to $10,000; • The target value of the annual deferred stock grant to non-employee directors was increased by $10,000 to $155,000; and • The presiding director retainer was increased by $5,000 to $25,000.

  25. 2023 Director Compensation Package

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 30 |

  26. Fiscal 2023 Director Compensation Table

    Fiscal 2023 Director Compensation Table The following table details compensation to non-employee members of the board of directors for the 2023 fiscal year. Our chief executive officer, Mr. McMullian, served as chairman of the board of directors during the 2023 fiscal year (commencing on May 25, 2023) but did not receive any additional compensation for such service. Mr. Thomas served on the board of directors prior to commencing service as chief growth officer; the compensation that he received for his service as a non-employee director is reported in the “Fiscal 2023 Summary Compensation Table” in the section titled “Executive Compensation — Compensation Tables.”

  27. Fiscal 2023 Director Compensation Table

    | 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 |

  28. Fiscal 2023 Director Compensation Table

    (1) Directors have the option under the Omnibus Plan to convert their annual board of directors’ retainer fees into deferred stock equal in value to the cash payments these directors would have otherwise received. Directors may also elect to defer all or a portion of their annual retainer and cash committee fees, if any, through the EDCP. In 2023, Ms. Gass elected to defer 100% of her committee chair retainer fees into the EDCP. In fiscal 2023, under the Omnibus Plan, Ms. Gass elected to convert 100% of her annual board of directors retainer fees to deferred stock equal in value to the cash payments she would have received. Ms. Gass received 3,479 shares as a result of this deferral election. Such deferred stock vests pro rata over one year from the date of grant and is delivered to the grantee along with accumulated dividends at a designated time selected by the grantee at the date of the grant. The deferred stock is accounted for in accordance with the provisions of Financial Accounting Standards Board (FASB) ASC Topic 718 (ASC 718). (2) The stock awards represent the grant date fair value computed in accordance with ASC 718 of deferred stock granted to each non-employee director under the Omnibus Plan in fiscal 2023 (excluding deferred stock received in connection with the deferral of annual retainer fees disclosed in footnote 1). Shares at the grant date are computed by dividing $155,000 (or a prorated value for directors who only served a portion of the year) by the closing stock price on the grant date and rounding the shares up to the nearest 10 shares. The value of the award reported in the table is determined by multiplying the grant date fair value per share by the gross shares granted. In fiscal 2023, this resulted in a grant date fair value of $103,359 for each of Ms. King and Ms. Smith and $155,093 per award for each of the other non-employee directors. Such deferred stock awards generally vest on the date of the company’s 2024 annual meeting of shareholders. The number of shares of deferred stock outstanding (vested and non-vested) and held by each non-employee director as of December 30, 2023 (including deferred stock received in connection with the deferral of annual retainer fees) are as follows:

  29. Fiscal 2023 Director Compensation Table

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 32 |

  30. Fiscal 2023 Director Compensation Table

    | 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 |

  31. Fiscal 2023 Director Compensation Table

    (3) The company transferred all benefit obligations under the pension plan to a highly rated insurance company on March 4, 2020 in the form of a group annuity contract which began paying benefits on May 1, 2020, and there were therefore no changes in pension value during fiscal 2023 for any of our non-employee directors. The amounts reported in this column represent the portion of earnings under the EDCP that are “above market” for purposes of the applicable disclosure rules. (4) Mr. Deese retired from his role as non-executive chairman of the board of directors, effective May 25, 2023, but continued to serve on the board of directors thereafter. (5) Mr. Griswold retired from the board of directors, effective May 25, 2023. (6) On August 18, 2023, the board of directors elected Mses. King and Smith as directors, effective October 1, 2023.

  32. Fiscal 2023 Director Compensation Table

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 33 |

  33. Objectives of Executive Compensation

    • annual cash incentive awards; and • long-term incentives, through stock-based compensation. Certain retirement and other post-employment benefits are also included in the executives’ compensation package. In addition, see the section entitled “Potential Payments Upon Termination or Change of Control” of this proxy statement for details on payments and benefits payable (or realizable) upon termination of employment and a change of control of the company. We do not offer any material perquisites as part of our executive compensation program. Each element of our executive compensation program is described in greater detail below, including a discussion of why the company chooses to pay each element, how we determine the amount of each element to pay and how each element and the company’s decisions regarding that element fit into our overall compensation objectives.

  34. Mix of Compensation Opportunity

    Mix of Compensation Opportunity The objectives of our executive compensation program are accomplished through a balance of pay components that are competitive with market practice and emphasize performance-based compensation. Salary, target non-equity incentive compensation, and target equity compensation expressed as a percentage of primary compensation elements for the Named Executives for the fiscal year ended December 30, 2023 were as shown below. There is no prescribed mix of our compensation elements; the mix below is driven by individual role and responsibilities, in addition to Relevant Market Data (as defined below) for each element of pay. * Amounts in the pie charts above were determined based on year-end base salary rate, target annual incentive award value annualized based on the target annual incentive percentage opportunity as of year end, and target long-term incentive award value.

  35. Chief Growth Officer Compensation

    Chief Growth Officer Compensation Prior to Mr. Thomas’ appointment as chief growth officer, he was eligible for 2023 compensation as a non-employee director, including $110,000 in cash retainer fees and a grant of deferred stock with a targeted value of $155,000. The deferred stock was scheduled to vest on the scheduled date of the company’s 2024 annual meeting of shareholders. However, in connection with Mr. Thomas’ resignation from the board of directors at the time of his commencement of employment with the company, his award vested on a pro-rata basis in accordance with its terms. In connection with his appointment as chief growth officer, the compensation and human capital committee determined that Mr. Thomas should receive a base salary at an annual rate of $650,000, an annual cash incentive opportunity targeted at 70% of his base salary, and an annual long-term incentive award opportunity (commencing with fiscal 2024) targeted at 170% of his base salary. In addition, the compensation and human capital committee approved the following sign-on and make-whole compensation for Mr. Thomas, in part to help offset certain compensation that Mr. Thomas forfeited in connection with accepting the chief growth officer role: (1) a cash payment equal to $700,000, with 50% payable upon his hire date, and 50% payable six months thereafter (subject to his continued employment); (2) a time-based restricted stock unit award with a targeted value of $1,250,000, which award generally vests in substantially equal installments on February 15, 2024 and February 13, 2025; and (3) a grant of Performance Shares with a targeted value of $1,250,000, which vest in accordance with the terms of the 2023 grants made to other NEOs. These awards are further discussed below.

  36. Cash Compensation

    (1) Mr. McMullian’s fiscal 2023 base salary rate became effective on January 1, 2023. (2) Effective April 2, 2023, Mr. Kinsey’s base salary rate for 2023 was initially increased to $656,922, which represents a 3% increase over his 2022 salary. It was later increased to $700,000, effective September 1, 2023, as a result of a market-based adjustment. (3) Effective September 1, 2023, Mr. Thomas became an executive officer, and the base salary rate shown here went into effect as of such date. (4) Effective January 1, 2023, Mr. Varnedoe’s base salary for 2023 was initially set at $500,000, which represents a 28% increase over his 2022 salary, as a result of his promotion to chief operating officer, effective January 1, 2023. It was later increased to $700,000, effective September 1, 2023, in connection with Mr. Varnedoe assuming the role of President and as a result of a market-based adjustment. (5) Mr. Wheeler’s fiscal 2023 base salary rate became effective on April 2, 2023. (6) Ms. Tillman’s fiscal 2023 base salary rate became effective on April 2, 2023. Annual Executive Cash Incentive Awards For 2023, the annual cash incentive awards were granted to Named Executives under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) (the “Omnibus Plan”). The awards were designed to provide an incentive to achieve critical annual goals that lead to our long-term success. We choose to provide annual cash incentive award opportunities in order to motivate achievement of annual performance metrics critical to continued company growth and shareholder value creation. Adjusted EBITDA, which is a holistic indicator of the company’s operating performance, is the performance measure used to determine annual cash incentive award payouts. For 2023, the compensation and human capital committee established target annual cash incentive levels under the Omnibus Plan, which are expressed as a percentage of each Named Executive’s base salary (the “Target Annual Incentive Percentage”). Target Annual Incentive Percentages for each Named Executive for fiscal 2023 were as follows:

  37. Cash Compensation

    | 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% |

  38. Cash Compensation

    (1) Actual annual incentive opportunity for Mr. Thomas for 2023 was prorated based on his start date of September 1, 2023. (2) For 2023, Mr. Varnedoe’s Target Annual Incentive Percentage was increased from 60% of base salary to 80% of base salary in connection with his appointment as president and chief operating officer. 2023 annual cash incentives are awarded to participating Named Executives based on the following formula: • the Named Executive’s base salary; multiplied by • the Target Annual Incentive Percentage; multiplied by • the “Actual Annual Incentive Percentage,” a percentage based upon the company’s actual adjusted EBITDA for the fiscal year as compared to the payout scale below which uses straight-line interpolation between points. The scale also shows the percentage of the 2023 Adjusted EBITDA Goal (as defined below) achieved and the related applicable Annual Cash Incentive Percentages:

  39. Cash Compensation

    | 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% |

  40. Cash Compensation

    The Actual Annual Incentive Percentage would have been 0% if actual adjusted EBITDA were less than 90% of the 2023 Adjusted EBITDA Goal. This mechanism provided motivation for each Named Executive to strive for improved company performance in 2023 even if the 2023 Adjusted EBITDA Goal itself was not attained. The company does not pay annual cash incentive awards under the Omnibus Plan to any Named Executive until such time as the compensation and human capital committee has certified the Actual Annual Incentive Percentage and the annual report on Form 10-K for the applicable fiscal year has been filed with the SEC. For 2023, the company achieved adjusted EBITDA of $501,738,000 versus the target of $535,000,000 (the “2023 Adjusted EBITDA Goal”). Actual annual cash incentive amounts earned by each Named Executive for 2023 are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The compensation and human capital committee initially designed Mr. Wheeler’s annual cash incentive such that 20% of his award would be based on individual goals related to sales execution, reduction of stales, reduction of load shortages, and enterprise resource planning performance/scope in connection with his role as chief sales officer. However, as a result of his planned transition out of the chief sales officer role (and given the timing of such transition), the compensation and human capital committee later decided that Mr. Wheeler’s bonus would be determined based solely on the corporate Adjusted EBITDA goal described above that applies to other Named Executives. As a result, the individual goals described above were never evaluated by the compensation and human capital committee. In addition to his prorated annual cash incentive opportunity for 2023 described above, Mr. Thomas also received a make-whole cash award to replace value being forfeited based on his departure from his prior employer in connection with his appointment as chief growth officer equal to $700,000, 50% of which became payable on September 1, 2023 (his appointment date) and 50% of which became payable on March 1, 2024, subject to his continued employment through such date. After a thorough review of the company’s short-term incentive compensation program against (a) market norms, (b) historical practice, (c) evolving business priorities and (d) the desire to increase line of sight for plan participants, the compensation and human capital committee approved changes to the performance metrics applicable to the 2024 annual cash incentive program for our executive officers (as compared to the 2023 program). Under the 2024 program, payout of annual incentives will be based on achievement against certain EBITDA and net revenue goals (weighted 70% and 30%, respectively), with the ability to make positive or negative adjustments of up to 20% based on an individual performance factor.

  41. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The objective of providing long-term incentive compensation is to focus executives on metrics that lead to increased shareholder value over a longer period of time. It rewards achievement of the specific metrics described below. We choose to grant a long-term incentive compensation opportunity because it aligns Named Executives’ interests with those of shareholders and helps to retain a stable management team. Equity and Performance Compensation Awards In keeping with the compensation and human capital committee’s pay-for-performance philosophy, stock-based incentives comprise our entire long-term incentive program and a significant portion of total compensation opportunity for Named Executives. We believe our stock-based incentives, as designed, are fundamental to the enhancement of shareholder value, by generally rewarding performance over the long term. The 2023 awards under the Omnibus Plan contain elements designed to focus the Named Executives’ attention on one of the company’s primary goals — the long-term success of the company, and ultimately, the enhancement of shareholder value. Individual long-term incentive grants are reviewed annually and approved by the compensation and human capital committee with reference to the Relevant Market Data and the other factors described above in the section titled “How Compensation Decisions are Made.” Similar to our 2022 grants, the compensation and human capital committee allocated equity-based awards for 2023 between two types of Performance Shares, as described below. The use of Performance Shares is intended to encourage Named

  42. Long-Term Incentive Compensation

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 46 |

  43. Long-Term Incentive Compensation

    Executives to focus on capital investments that produce returns in excess of the company’s weighted average cost of capital (“WACC”), based on the quarterly book value of the company’s debt obligations and equity capital, respectively, as adjusted to account for costs and market volatility in the manner set forth in the company’s 2023 Form of Performance Share Agreement, and to enhance the company’s total shareholder return (“TSR”) relative to food industry peers. The determination of 2023 Performance Share target award levels for the Named Executives was based on the Relevant Market Data and the other factors described above in the section titled “How Compensation Decisions are Made,” and the target dollar values of the grants are set forth below. Increases over prior year values are primarily driven by changes to base salary as well as, for certain roles, to better align to market levels as responsibilities increase and/or as the incumbent matures in their role.

  44. Long-Term Incentive Compensation

    | 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) |

  45. Long-Term Incentive Compensation

    (1) Mr. McMullian’s target award value represents a 2% increase over his 2022 target award value. (2) Mr. Kinsey’s target award value represents a 3% increase over his 2022 target award value. (3) In connection with Mr. Thomas’ appointment as chief growth officer, the compensation and human capital committee determined that the annual target value of his equity compensation awards would be equal to 170% of his base salary, starting in fiscal 2024. The amount awarded in 2023 represents the portion of Mr. Thomas’ make-whole award (as described below) that was in the form of Performance Shares. The other half of his make-whole award was in the form of time-based restricted stock units, as further described below. (4) Mr. Varnedoe’s target award value represents a 103% increase over his 2022 target award value, in connection with his appointment as chief operating officer. (5) Mr. Wheeler’s target award value represents a 3% increase over his 2022 target award value. (6) Ms. Tillman’s target award value represents a 42% increase over her 2022 target award value, as it was based on her increased salary effective April 2, 2023 which was approved prior to the award grant date. With respect to regular annual Performance Share grants, in order to determine the actual target number of Performance Shares granted to each Named Executive who received a regular annual grant in January 2023, the relevant portion of the total target dollar value shown above for such Named Executive was multiplied by the weight of each type of Performance Share award (50% return on invested capital (“ROIC”) based and 50% TSR-based, as described in further detail below), and then divided by the average of (a) the closing price on the date of grant and (b) the closing price on the date of grant, multiplied by a Monte Carlo valuation, to deliver an equal number of target ROIC and TSR shares. With respect to Performance Share grants made outside of the annual cycle, which includes the award to Mr. Thomas in 2023, in order to determine the actual target number of Performance Shares granted to any Named Executive who received an off-cycle grant, the relevant portion of the total target dollar value shown above for such Named Executive was multiplied by the weight of each type of restricted share award (50% ROIC-based and 50% TSR-based, as described in further detail below), and then divided by the closing price on the date of grant. The actual number of each type of Performance Shares granted (at the target level) is set forth below:

  46. Long-Term Incentive Compensation

    | 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 |

  47. Long-Term Incentive Compensation

    The 2023 Performance Shares agreement (the “Performance Shares Agreement”) provides the terms and conditions under which the Performance Shares will vest. The vesting of the 2023 awards occurs more than three years from January 1, 2023 (after the filing of our Annual Report on Form 10-K for the 2025 fiscal year and in any event no later than March 13, 2026) to the

  48. Long-Term Incentive Compensation

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  49. Long-Term Incentive Compensation

    extent that the vesting conditions described below are satisfied. The performance will be measured from January 1, 2023 to December 27, 2025 (the “ROIC Performance Period”) for ROIC-based Performance Shares and from January 1, 2023 to December 31, 2025 for TSR-based Performance Shares (the “TSR Performance Period”). ROIC-Based Performance Shares. Similar to our 2022 awards, the Performance Shares Agreement provides that, as to 50% of the shares underlying each executive’s Performance Share award (the “ROIC-Based Award”), vesting will occur in the manner set forth below, if the company’s ROIC exceeds its WACC by the following levels during the ROIC Performance Period:

  50. Long-Term Incentive Compensation

    | 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% |

  51. Long-Term Incentive Compensation

    For performance between the levels described above, the degree of vesting is interpolated on a linear basis. ROIC is based on the following formula: • the time-weighted quarterly average during the ROIC Performance Period of the sum of net income and after-tax interest expense divided by the sum of the time-weighted two-point average quarterly book value of the company’s debt and the time-weighted two-point average quarterly book value of the company’s equity capital. GAAP amounts used in the calculation of ROIC will be adjusted for items that in the compensation and human capital committee’s judgment affect comparability during the ROIC Performance Period and/or between the numerator and denominator. TSR-Based Performance Shares. The Performance Shares Agreement provides that, as to the remaining 50% of the shares underlying each Named Executive’s Performance Share award (the “TSR-Based Award”), vesting will occur based on the company’s performance, measured by company TSR over the TSR Performance Period, as compared to the TSR of the companies in a specified peer group (the “TSR Peer Group”). TSR is based on the following formula: • stock price change plus dividends; divided by • beginning stock price. For 2023, the TSR Peer Group consisted of the following 17 U.S.-traded food and products companies:

  52. Long-Term Incentive Compensation

    | 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. | |

  53. Long-Term Incentive Compensation

    The Performance Shares Agreement provides that the TSR for peer group members will be adjusted in certain instances, including in the event a peer group company files for bankruptcy during the TSR Performance Period or a peer group company is acquired or subsumed by merger during the TSR Performance Period, in each case as described in the Performance Shares Agreement. Hypothetical payouts based on the TSR for the company and each member of the TSR Peer Group are calculated at the end of each of the final four quarters of the TSR Performance Period using the performance/payout schedule below and then averaged to determine the actual payout:

  54. Long-Term Incentive Compensation

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  55. Long-Term Incentive Compensation

    | 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% |

  56. Long-Term Incentive Compensation

    For performance between the percentiles described above, the degree of vesting is interpolated on a linear basis. Vesting Upon Death, Disability, Retirement or Change of Control. For the 2023 Performance Share grants, if the grantee dies or becomes disabled, the Performance Shares generally vest at the target level immediately. If the grantee retires at age 65 (or age 55 with at least ten years of service with the company) or later, on the normal vesting date the grantee will receive a prorated number of Performance Shares based upon the retirement date and actual performance for the entire performance period. Similar to all equity awards granted under the Omnibus Plan, for the 2023 Performance Share grants, “double-trigger” vesting applies if a change of control occurs. In addition to change of control, double-trigger vesting requires either that an award fail to be assumed by a successor employer or that the executive’s employment be terminated under specific circumstances within a specified period of time following the change of control before accelerated vesting can occur. Dividends. Dividends accrue on the Performance Shares and are paid in cash to the executive on the vesting date on all Performance Shares that vest. Timing of Grants. Performance Shares were granted on January 1, 2023 to all Named Executives (other than Mr. Thomas, whose Performance Shares were granted on September 1, 2023 in connection with his appointment as Chief Growth Officer). It is expected that this approximate timing of granting awards will continue for consistency and planning purposes. Except in unusual circumstances (such as in connection with a new hire or appointment), we typically do not grant equity awards to the Named Executives at other dates. Make-Whole Restricted Stock Unit Award for Mr. Thomas. In addition to the Performance Share awards described above, Mr. Thomas also received a make-whole grant of restricted stock units (“RSUs”) on September 1, 2023 with a targeted value of $1,250,000, which resulted in a grant of 54,250 RSUs. 50% of the RSUs vest on each of February 15, 2024 and February 13, 2025, subject to Mr. Thomas’ continued employment through each such date. Cash dividends accrue on the RSUs and will be paid in cash to Mr. Thomas on the date that the RSUs vest. Upon Mr. Thomas’ death or disability, the RSUs would immediately vest in full, and in the event of a qualifying retirement, a prorated number of Mr. Thomas’ RSUs would vest. “Double-trigger” vesting applies to Mr. Thomas’ RSUs in the event of a change in control. 2021 Awards. In fiscal 2021, the company granted certain Named Executives Performance Shares, with 50% of the award vesting based on ROIC during the performance period beginning on January 3, 2021 and ending on December 30, 2023, and 50% of the award vesting based on TSR during the performance period beginning on January 1, 2021 and ending on December 31, 2023. Mr. Thomas did not receive an award of Performance Shares in fiscal 2021, because he was not serving as an executive officer at the time of such grants. As previously disclosed, the performance objectives applicable to the 2021 Performance Share awards were substantially similar to the design of the 2023 Performance Share awards, including the payout levels at various levels of performance against the applicable targets and the peer group used for purposes of the TSR-based Performance Shares. The ROIC-based Performance Shares granted to the Named Executives in fiscal 2021 vested in early fiscal 2024 at 125% of target as a result of company ROIC during the three-fiscal year performance period exceeding company WACC by 611 basis points. The TSR-based Performance Shares granted to the Named Executives in fiscal 2021 vested at 127.69% of target as a result of the company’s TSR from January 1, 2021, through each of the last four quarters in calendar year 2023, placing it in the 71st percentile, in the 65th percentile, in the 53rd percentile, and in the 56th percentile for the respective quarters of the companies in the applicable TSR peer group. 2024 Long-Term Incentive Program Changes. Based on a review by Meridian of the company’s equity grant practices compared to market norms, as well as management’s desire for certain changes to better align with the overall business strategy and ability to attract and retain talent, the compensation and human capital committee approved certain changes to the 2024 long-term incentive program for our executive officers. The material changes include: (1) updating the equity award mix for executive officers to be 30% RSUs and 70% Performance Shares (equally divided between ROIC and TSR Performance Shares), rather than 100% Performance Shares as in prior years, and (2) updating the “retirement” definition in the awards

  57. Long-Term Incentive Compensation

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  58. Long-Term Incentive Compensation

    such that the grantee must be at least 55 years old and the sum of his or her age plus years of service must equal at least 65 in order to be eligible for retirement treatment. Vesting in connection with a retirement under the 2024 awards also generally requires 6 months’ advance notice of retirement to be provided to the company (unless notice is waived due to impracticability or extenuating circumstances). Recoupment (“Clawback”) Provisions In light of new rules promulgated by NYSE and SEC requirements, the board of directors adopted an executive compensation recoupment policy effective as of November 16, 2023, which complies with the required standards (the “NYSE Clawback Policy”). The NYSE Clawback Policy provides for the prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the NYSE Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, we may utilize a broad range of recoupment methods under the NYSE Clawback Policy. The NYSE Clawback Policy does not condition clawback on the fault of the executive officer, and clawback thereunder is generally mandatory, except in limited circumstances where the compensation and human capital committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expenses paid to a third party in an effort to enforce the NYSE Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations. Operation of the NYSE Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. We may not indemnify any such executive officer against the loss of such recovered compensation. Since November 15, 2019, the company has maintained a separate clawback policy (the “Supplemental Clawback Policy”), which applies to incentive-based compensation, including cash-based and equity-based compensation. Effective as of November 16, 2023, the board amended and restated the Supplemental Clawback Policy (the “A&R Supplemental Clawback Policy”). The A&R Supplemental Clawback Policy continues to apply to the Named Executives, but reaches certain compensation that may not be addressed by the NYSE Clawback Policy. Specifically, it gives the compensation and human capital committee the discretion to seek recoupment of incentive-based compensation if (1) the grantee has engaged in certain detrimental activity, or (2) if the receipt of such compensation was based on an error in calculation or inaccurate data. It also gives the compensation and human capital committee discretion to seek recoupment of incentive-based compensation that was received prior to October 2, 2023 (in other words, prior to the applicability of the NYSE Clawback Policy) in the event of a required accounting restatement. Anti-Hedging Policy The company’s insider trading policy prohibits short-term, speculative trading practices and hedging by executive officers, including any Named Executives, and directors.

  59. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table summarizes the compensation for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 (as applicable) of the Named Executives, which consist of the chief executive officer, the chief financial officer, each of the three other most highly compensated executive officers of Flowers Foods who were serving as executive officers at the end of the 2023 fiscal year, and one former executive officer. For an explanation regarding the amount of salary and annual incentive awards in proportion to total compensation of the Named Executives, see the section above titled “Executive Compensation — Compensation Discussion and Analysis — Mix of Compensation Opportunity.”

  60. Fiscal 2023 Summary Compensation Table

    | 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 |

  61. Fiscal 2023 Summary Compensation Table

    (1) No information is provided with respect to the 2022 and 2021 fiscal years for Messrs. Thomas and Varnedoe, because they were not Named Executives prior to the 2023 fiscal year. Mr. Thomas was a member of the board of directors during a portion of fiscal 2023, and his compensation for service on the board of directors ceased with his appointment as chief growth officer on September 1, 2023. This table includes the compensation for Mr. Thomas’ service as chief growth officer and his compensation for service on the board of directors prior to his appointment as chief growth officer. (2) No information is provided with respect to the 2021 fiscal year for Ms. Tillman, because she was not a Named Executive prior to the 2022 fiscal year. (3) Named Executives may elect to defer amounts into the 401(k) Plan (up to the U.S. Internal Revenue Service (“IRS”) limits) and into the EDCP. Amounts of salary deferred during fiscal 2023 were as follows:

  62. Fiscal 2023 Summary Compensation Table

    | 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 |

  63. Fiscal 2023 Summary Compensation Table

    (4) Represents the grant date fair value of Performance Shares, and for Mr. Thomas only, RSUs and deferred stock. Grant date fair value of awards (reported in the “Stock Awards” column) is determined in accordance with ASC 718, and for Performance Shares, is based on the probable outcome of the performance goals as of the grant date. Assuming the highest levels of performance conditions are achieved at a grant date stock price of $28.74 (or $23.04 for Mr. Thomas), the aggregate value at the grant date of the ROIC-based and TSR-based Performance Shares granted in 2023 would be as follows: Mr. McMullian, $6,679,392; Mr. Kinsey, $1,770,025; Mr. Thomas, $1,874,995; Mr. Varnedoe, $1,387,998; Mr. Wheeler, $1,219,869; and Ms. Tillman, $1,263,770. See Note 2 and Note 19 to the company’s consolidated financial statements in our Annual Report on Form 10-K for fiscal year ended December 30, 2023, for a description of the assumptions made in the valuation of stock awards under ASC 718. (5) This amount includes the deferred stock awarded to Mr. Thomas for his service as a director, which would have otherwise been reported in the “Stock Awards” column of the “Fiscal 2023 Director Compensation Table.”

  64. Fiscal 2023 Summary Compensation Table

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  65. Fiscal 2023 Summary Compensation Table

    (6) Non-equity incentive plan compensation includes all performance-based cash awards under the Omnibus Plan earned by the Named Executives during the fiscal year. (7) Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2023 represent only the portion of earnings under the EDCP that are “above-market” for purposes of the applicable disclosure rules. (8) Amounts reported in the “All Other Compensation” column for 2023 are reported in the table below.

  66. Fiscal 2023 Summary Compensation Table

    | 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 |

  67. Fiscal 2023 Summary Compensation Table

    (*) This amount comprises the cash retainer fees that Mr. Thomas earned for his service as a director prior to commencing his role as chief growth officer, which would have otherwise been reported in the “Fees Earned or Paid in Cash” column of the “Fiscal 2023 Director Compensation Table.”

  68. Fiscal 2023 Summary Compensation Table

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  69. Fiscal 2023 Grants of Plan-Based Awards

    Fiscal 2023 Grants of Plan-Based Awards The following table details grants made during the fiscal year ended December 30, 2023 pursuant to incentive plans in place at Flowers Foods as of that date:

  70. Fiscal 2023 Grants of Plan-Based Awards

    | | | 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 |

  71. Fiscal 2023 Grants of Plan-Based Awards

    (1) Annual cash incentive awards are earned based on the achievement of a specified adjusted EBITDA goal. The Threshold amount is 30% and presents the lowest possible payout assuming the minimum level of achievement. Should the performance not meet the minimum level of achievement, the payout would be zero. (2) Grant date fair value of Performance Shares, RSUs and deferred stock compiled in accordance with ASC 718 and, for Performance Shares, based on the probable outcome of the performance goals as of the grant date.

  72. Fiscal 2023 Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 55 |

  73. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table details all equity awards granted and outstanding as of December 30, 2023, the company’s most recent fiscal year end:

  74. Outstanding Equity Awards at 2023 Fiscal Year End

    | | 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 |

  75. Outstanding Equity Awards at 2023 Fiscal Year End

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 56 |

  76. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) The performance measurement periods for the 2023 ROIC-Based Performance Shares and the 2023 TSR-Based Performance Shares run from January 1, 2023 to December 27, 2025 and from January 1, 2023 to January 3, 2026, respectively, and both awards vest upon the filing of the Annual Report on Form 10-K for the company’s 2025 fiscal year. The 2023 ROIC-Based Performance Shares are reported at the target level. The 2023 TSR-Based Performance Shares are reported at the target level. (2) The performance measurement periods for the 2022 ROIC-Based Performance Shares and the 2022 TSR-Based Performance Shares run from January 2, 2022 to December 28, 2024 and from January 1, 2022 to December 31, 2024, respectively, and both awards vest upon the filing of the Annual Report on Form 10-K for the company’s 2024 fiscal year. The 2022 ROIC-Based Performance Shares are reported at the target level. The 2022 TSR-Based Performance Shares are reported at the target level. (3) The performance measurement periods for the 2021 ROIC-Based Performance Shares and the 2021 TSR-Based Performance Shares ended on December 30, 2023 and December 31, 2023, respectively, and both awards vested upon the filing of the Annual Report on Form 10-K for the company’s 2023 fiscal year. The amounts reported in the table represent the portions of the awards earned based on performance for the full performance periods. The ROIC-Based Performance Share payout was 125%, and the TSR-Based Performance Share payout was 127.69%. (4) Mr. Thomas served as a member of the board of directors for a portion of 2023, and he ceased receiving compensation for such service with his appointment as chief growth officer on September 1, 2023. Mr. Thomas received a grant of deferred stock in May 2023 for his service as a non-employee director. A pro rata portion of such deferred stock vested in connection with Mr. Thomas’ resignation from the board of directors, and the remainder was forfeited. (5) 50% of the RSUs vest on each of February 15, 2024 and February 13, 2025, subject to Mr. Thomas’ continued employment through the applicable date.

  77. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table details vesting of Performance Shares during the fiscal year ended December 30, 2023.

  78. Option Exercises and Stock Vested in Fiscal 2023

    | | 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 |

  79. Fiscal 2023 Nonqualified Deferred Compensation

    Fiscal 2023 Nonqualified Deferred Compensation

  80. Fiscal 2023 Nonqualified Deferred Compensation

    | 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 |

  81. Fiscal 2023 Nonqualified Deferred Compensation

    (1) Amounts in this column are deferrals of 2023 salary earned and are included in the “Salary” column in the Summary Compensation Table for the 2023 fiscal year. (2) Amounts in this column are included in “All Other Compensation” in the Summary Compensation Table for the 2023 fiscal year. (3) Above-market interest on nonqualified deferred compensation is included in the Summary Compensation Table for 2023 as “Nonqualified Deferred Compensation Earnings” for the 2023 fiscal year. Interest is above-market if earned at a rate which is 120% or more of the applicable federal long-term rate. Earnings in the EDCP are interest-based credits which exceed this threshold. The amount of above-market interest for each executive included in the Summary Compensation Table for 2023 is as follows: Mr. McMullian, $53,133; Mr. Kinsey, $30,764; Mr. Thomas, $0; Mr. Varnedoe, $1,105; Mr. Wheeler, $10,303; and Ms. Tillman, $4,555. (4) The cumulative portion of the aggregate balance at December 30, 2023 reported in the Summary Compensation Table for all years prior to 2023 is as follows: Mr. McMullian, $2,409,041; Mr. Kinsey, $1,398,272; Mr. Thomas, $0; Mr. Varnedoe, $0; Mr. Wheeler, $410,979; and Ms. Tillman, $195,134.

  82. Fiscal 2023 Nonqualified Deferred Compensation

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 57 |

  83. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  84. Pay Ratio Disclosure

    Pay Ratio Disclosure

  85. Pay Ratio Disclosure

    | YEAR | CEO TOTAL COMPENSATION ($) | MEDIAN EMPLOYEE TOTAL COMPENSATION ($) | RATIO OF CEO TO MEDIAN EMPLOYEE TOTAL COMPENSATION | | 2023 | 6,416,169 | 70,652 | 90.8 |

  86. Pay Ratio Disclosure

    Our chief executive officer’s annual total compensation is 90.8 times that of the median of the annual total compensation of all our employees other than the chief executive officer. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We used the following methodology in calculating the pay ratio: 1. We included all employees active as of our determination date of December 30, 2023, with the exception of our current chief executive officer, to identify the median employee. We did not include any (i) employees with 2023 compensation who were no longer active as of December 30, 2023, (ii) contract labor employees, (iii) independent distributors, (iv) leased labor employees or (v) employees hired prior to December 30, 2023 without 2023 compensation. We do not have any employees located outside of the United States. 2. We found the median employee using 2023 gross compensation reported to the U.S. Internal Revenue Service on Form W-2 for the period of January 1, 2023 to December 30, 2023. Specifically, we used Form W-2, Gross Pay. 3. The annual total compensation reported for our chief executive officer consists of his total compensation as reported for 2023 in the Fiscal 2023 Summary Compensation Table on page 53 of this proxy statement, plus employer-provided health and wellness benefits. The total compensation reported for the median employee is the total amount of compensation paid to the median employee during the period of January 1, 2023 to December 30, 2023, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, plus employer-provided health and wellness benefits.

  87. Pay Ratio Disclosure

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 61 |

  88. Pay Versus Performance

    Pay Versus Performance

  89. Pay Versus Performance

    | | 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 | $6,393,039 | $4,447,525 | $2,109,578 | $1,569,172 | $146.26 | $156.66 | $123,416 | $501,738 | | 2022 | $6,255,359 | $8,123,687 | $1,836,906 | $2,359,595 | $146.14 | $129.46 | $228,394 | $502,030 | | 2021 | $5,979,905 | $7,749,481 | $1,955,812 | $2,505,445 | $135.34 | $118.36 | $206,187 | $490,861 | | 2020 | $5,086,770 | $5,109,271 | $2,189,017 | $2,154,414 | $107.73 | $104.67 | $152,318 | $521,690 |

  90. Pay Versus Performance

    (1) Mr. McMullian was our principal executive officer (“PEO”) for the full year for each of fiscal years 2023, 2022, 2021, and 2020. For fiscal 2023, our non-PEO named executive officers were Messrs. Kinsey, Thomas, Varnedoe, and Wheeler and Ms. Tillman. For fiscal 2022, our non-PEO named executive officers were Messrs. Kinsey, and Wheeler, Bradley K. Alexander, and Ms. Tillman. For each of fiscal years 2021 and 2020, our non-PEO named executive officers were Messrs. Kinsey, Alexander, Wheeler and H. Mark Courtney. (2) For each of fiscal years 2023, 2022, 2021 and 2020 (each, a “Covered Year”), in determining both the compensation “actually paid” to our PEO and the average compensation “actually paid” to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or column (d), as applicable, for such Covered Year certain amounts. The compensation “actually paid” to our PEO and the average compensation “actually paid” to our non-PEO named executive officers for fiscal year 2023 was computed as follows:

  91. Pay Versus Performance

    | PEO | 2023 | | Summary Compensation Table (SCT) Total for PEO | $6,393,039 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | $(4,452,212) | | - SCT “Option Awards” column value | — | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $3,219,380 | | +/- 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 | $(1,935,941) | | + 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 | $702,983 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings paid on equity awards during Covered Year | $520,276 | | Compensation Actually Paid to PEO | $4,447,525 |

  92. Pay Versus Performance

    | AVERAGE FOR NON-PEO NAMED EXECUTIVE OFFICERS | 2023 | | Average SCT Total for Non-PEO Named Executive Officers | $2,109,578 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | $(1,263,872) | | - SCT “Option Awards” column value | — | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $796,044 | | +/- 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 | $(382,865) | | + 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 | $240,818 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings paid on equity awards during Covered Year | $69,469 | | Average Compensation Actually Paid to Non-PEO Named Executive Officers | $1,569,172 |

  93. Pay Versus Performance

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 62 |

  94. Pay Versus Performance

    (3) For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on NYSE on December 27, 2019 through and including the last day of the fiscal year covered (each one-year, two-year, three-year, and four-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of fiscal 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (4) For purposes of this pay versus performance disclosure, our peer group is the S&P 500 Packaged Food/Meats Index (the “PVP Peer Group”). For each Covered Year, our PVP Peer Group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment. (5) Net income is calculated in accordance with GAAP. (6) Adjusted EBITDA is calculated as described in Appendix A. The following charts provide, across the Covered Years, (1) a comparison between our cumulative total shareholder return and the cumulative total shareholder return of the PVP Peer Group, and (2) illustrations of the relationships between (A) the executive compensation actually paid to the PEO and the average of the executive compensation actually paid to our non-PEO named executive officers (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above.

  95. Pay Versus Performance

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN AND BETWEEN TOTAL SHAREHOLDER RETURN OF THE COMPANY AND PVP PEER GROUP |

  96. Pay Versus Performance

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 63 |

  97. Pay Versus Performance

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME |

  98. Pay Versus Performance

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND ADJUSTED EBITDA |

  99. Pay Versus Performance

    As shown above, the company has selected adjusted EBITDA as the company-selected measure for the pay versus performance disclosure as we believe it represents the most important financial performance measure we used to link compensation actually paid to the Named Executives in 2023 to the company’s performance. Adjusted EBITDA is the performance measure used to determine 2023 annual cash incentive award payouts. In 2020, the correlation between compensation actually paid and adjusted EBITDA was not as strong because of the impacts of COVID-19 on our operations. Additionally, Mr. McMullian’s base salary and target annual cash incentive award were lower in 2020 as it was his first full year acting as chief executive officer. Increases in compensation actually paid over time were driven in part by increases in the value per share for unvested equity awards due to our stock price performance during the time period covered by the pay versus performance disclosure.

  100. Pay Versus Performance

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 64 |

  101. Pay Versus Performance

    The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our Named Executives for fiscal 2023 to our performance:

  102. Pay Versus Performance

    | Adjusted EBITDA | | ROIC | | Relative TSR Ranking |

  103. Pay Versus Performance

    | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | 65 |

  104. Pay Versus Performance

    | PROPOSAL III Ratification of Appointment of Independent Registered Public Accounting Firm |

  105. Pay Versus Performance

    Our audit committee and board of directors have appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 28, 2024. The board of directors recommends that this appointment be ratified. Representatives of PwC will be present at the 2024 annual meeting of shareholders and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions. We have been advised by PwC that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the company or its subsidiaries. If the shareholders of the company do not ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 28, 2024, the audit committee will reconsider the appointment.