DEF 14A of Flowers Foods Inc
Filed Apr 14, 2026 · FY20250001104659-26-043025
Corporate Governance Highlights
Corporate Governance Highlights
Corporate Governance Highlights
| CORPORATE GOVERNANCE OVERVIEW | | | INDEPENDENCE | • 8 of 9 director-nominees are independent • Independent presiding director • Fully independent board committees | | BOARD ACCOUNTABILITY | • Annual election of directors • Majority voting standard in uncontested elections of directors • Shareholder ability to act by written consent and call special meeting | | BOARD EVALUATION AND EFFECTIVENESS | • Annual board and committee self-evaluation • Annual independent director evaluation of the CEO | | BOARD REFRESHMENT | • Balance of new and longer-tenured directors, with tenure of independent director-nominees averaging 6.2 years • Added 6 new independent directors since the beginning of 2020 • Average age of independent director-nominees is 61.4 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 |
Corporate Governance Highlights
| DIRECTOR REFRESHMENT | | We have added 6 new directors to our board since 2020. |
Corporate Governance Highlights
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 3 |
Director-Nominees
Director-Nominees The board of directors currently consists of 11 directors whose terms expire at the annual meeting. Messrs. Deese and Casey are not standing for re-election at the annual meeting, at which time the size of the board of directors will be reduced from 11 to nine members. The company would like to express its genuine gratitude for Messrs. Deese and Casey’s service to the company and its shareholders. Based on the recommendation of the nominating/corporate governance committee, the board has nominated nine current directors for election at the annual meeting. Each of the director-nominees was elected by shareholders at the 2025 annual meeting of shareholders, other than Mr. Spainhour who was elected to the board after the meeting. Mr. Spainhour was first recommended to the nominating/corporate governance committee by management. The following biographies provide information on each of our director-nominees, including professional experience, highlights and qualifications, and other public board service.
Director-Nominees
| A. RYALS MCMULLIAN | | CHAIRMAN | | Chairman and Chief Executive Officer of Flowers Foods, Inc. Age 56 Director since 2019 Board Committees • None | Professional Experience Flowers Foods, Inc. • 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 (2003 – 2015) Other Public Boards None | Key Qualifications & Skills Executive Leadership Food or Consumer Products Industry M&A Public Company Board/Corporate Governance Brand Management & Sales Investor Relations | | | 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. | |
Director-Nominees
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 8 |
Director-Nominees
| THOMAS C. CHUBB, III | | INDEPENDENT PRESIDING DIRECTOR | | Chairman, Chief Executive Officer and President of Oxford Industries, Inc. Age 62 Director since 2020 Board Committees • Compensation and Human Capital Committee • Nominating/ Corporate Governance Committee (Chair) | Professional Experience Oxford Industries, Inc. • 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 (1988 – 1999) Other Public Boards Oxford Industries, Inc. (NYSE) (2012 – present; Chairman since 2015) | Key Experience & Skills Executive Leadership Food or Consumer Products Industry Accounting & Finance M&A Public Company Board/Corporate Governance Brand Management & Sales Human Capital Management Investor Relations | | | 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. | |
Director-Nominees
| RHONDA O. GASS | | INDEPENDENT DIRECTOR | | Vice President and Chief Information Officer of Stanley Black & Decker, Inc. Age 62 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) | Key Experience & Skills Executive Leadership Food or Consumer Products Industry Public Company Board/Corporate Governance Innovation & Technology | | | 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. | |
Director-Nominees
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 9 |
Director-Nominees
| BRIGITTE H. KING | | INDEPENDENT DIRECTOR | | Chief Digital & Insights Officer of Colgate-Palmolive Company Age 56 Director since 2023 Board Committees • Audit Committee • Finance Committee | Professional Experience Colgate-Palmolive Company • Chief Digital & Insights Officer (June 2025 – present) • Chief Digital Officer (May 2020 – June 2025) 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 | Key Experience & Skills Executive Leadership Food or Consumer Products Industry Brand Management & Sales | | | 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. | |
Director-Nominees
| MARGARET G. LEWIS | | INDEPENDENT DIRECTOR | | Former President of Hospital Corporation of America’s Capital Division Age 72 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) | Key Experience & Skills Executive Leadership Public Company Board/Corporate Governance Human Capital Management | | | 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. | |
Director-Nominees
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 10 |
Director-Nominees
| W. JAMESON MCFADDEN | | INDEPENDENT DIRECTOR | | Chief Executive Officer and Senior Portfolio Manager of Wellington Shields & Co. Age 44 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 (2006 – 2017) Blue Quail Wines • Director of Sales and Marketing (2010 – present) Other Public Boards None | Key Experience & Skills Executive Leadership Food or Consumer Products Industry Accounting & Finance Brand Management & Sales | | | 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. | |
Director-Nominees
| JOANNE D. SMITH | | INDEPENDENT DIRECTOR | | Retired Executive Vice President & Chief People Officer of Delta Air Lines, Inc. Age 67 Director since 2023 Board Committees • Compensation and Human Capital Committee • Nominating/ Corporate Governance Committee | Professional Experience Delta Air Lines, Inc. • Executive Vice President & Chief People Officer (2014 – 2024) • Various product development and marketing roles Other Public Boards None | Key Experience & Skills Executive Leadership Brand Management & Sales Human Capital Management | | | Director Highlights & Qualifications As the former executive vice president and chief people officer of Delta Air Lines, Inc., an international airline company, where she oversaw talent management and development, recruitment, HR service delivery, 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. | |
Director-Nominees
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 11 |
Director-Nominees
| STERLING A. SPAINHOUR | | INDEPENDENT DIRECTOR | | Executive Vice President and Chief Legal Officer of Southern Company Age 57 Director since 2025 Board Committees • Audit Committee • Finance Committee | Professional Experience Southern Company • Executive Vice President and Chief Legal Officer (April 2023 – present) • Senior Vice President, General Counsel and Chief Compliance Officer of Georgia Power (July 2020 – April 2023) • Senior Vice President and General Counsel of Southern Company Services (December 2016 – June 2020) Jones Day • Partner (2004 – 2016) • Associate (1994 – 1999; 2000 – 2003) CNN • Senior Counsel (1999 – 2000) Other Public Boards Gray Media Inc. (NYSE) (February 2021 – present) | Key Experience & Skills Executive Leadership M&A Public Company Board/Corporate Governance Investor Relations | | | Director Highlights & Qualifications Mr. Spainhour brings significant expertise in M&A, legal matters, and corporate governance to our board of directors, gained from his experience as a partner at the international law firm Jones Day, where he spent over 20 years advising on complex transactions and corporate governance matters, and his senior positions at Southern Company and CNN. As executive vice president and chief legal officer of Southern Company, an American gas and electric utility holding company, Mr. Spainhour also has extensive experience in executive decision-making and investor relations. | |
Director-Nominees
| JAMES T. SPEAR | | INDEPENDENT DIRECTOR | | Retired Executive Vice President and Chief Financial Officer of Cadence Health Age 71 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 | Key Experience & Skills Executive Leadership Food or Consumer Products Industry Accounting & Finance M&A Investor Relations | | | 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. | |
Director-Nominees
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 12 |
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.
2025 DIRECTOR COMPENSATION PACKAGE
2025 DIRECTOR COMPENSATION PACKAGE During 2025, the directors’ compensation package for non-employee directors was based on the following principles: (1) a significant portion of director compensation should be aligned with creating and sustaining shareholder value; (2) directors should have an equity interest in the company; and (3) total compensation should be structured to attract and retain a varied 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 2025, that committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant, to assist it in its assessment of the competitiveness of director compensation. Based on Meridian’s review and the nominating/corporate governance committee’s consideration of relevant market data and program design, the nominating/corporate governance committee determined that no changes to the director compensation program were necessary for 2025.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
FISCAL 2025 DIRECTOR COMPENSATION TABLE The following table details compensation to non-employee members of the board of directors for the 2025 fiscal year. Our chief executive officer, Mr. McMullian, served as chairman of the board of directors during the 2025 fiscal year but did not receive any additional compensation for such service.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 26 |
FISCAL 2025 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. | 114,583 | 155,117 | — | — | 269,700 | | Thomas C. Chubb, III | 140,000 | 155,117 | — | — | 295,117 | | George E. Deese | 100,000 | 155,117 | — | — | 255,117 | | Rhonda O. Gass | 110,000 | 155,117 | 6,967 | — | 272,084 | | Brigitte H. King | 110,000 | 155,117 | 2,566 | — | 267,683 | | Margaret G. Lewis | 120,000 | 155,117 | 5,912 | — | 281,029 | | W. Jameson McFadden | 110,000 | 155,117 | — | — | 265,117 | | Joanne D. Smith | 104,167 | 155,117 | 217 | — | 259,501 | | Sterling A. Spainhour(4) | 27,500 | 103,411 | — | — | 130,911 | | James T. Spear | 125,000 | 155,117 | — | — | 280,117 | | Melvin T. Stith, Ph.D.(5) | 100,000 | 155,117 | — | 10,000 | 265,117 | | C. Martin Wood III(6) | 52,083 | — | — | — | 52,083 |
FISCAL 2025 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 2025, Ms. Gass elected to defer 100% of her committee chair retainer fees and 50% of her annual board of directors retainer fees into the EDCP, Ms. Smith elected to defer 100% of her audit committee member retainer fees into the EDCP, and Ms. King elected to defer 100% of her audit committee member retainer fees and 100% of her annual board of directors retainer fees into the EDCP. In fiscal 2025, under the Omnibus Plan, Ms. Gass and Ms. Smith elected to convert 50% and 100%, respectively, of their annual board of directors retainer fees to deferred stock equal in value to the cash payments they would have received. Ms. Gass and Ms. Smith received 2,433 shares and 4,866 shares, respectively, as a result of these deferral elections. 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 2025 (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 number of deferred shares granted. In fiscal 2025, this resulted in a grant date fair value of $103,411 for Mr. Spainhour and $155,117 per award for each of the other non-employee directors. Such deferred stock awards generally vest on the date of the company’s 2026 annual meeting of shareholders. Dr. Stith’s unvested deferred stock vested on a pro-rata basis and his vested deferred stock was distributed to him in connection with his retirement. The number of shares of deferred stock outstanding (vested and non-vested) and held by each non-employee director as of January 3, 2026 (including deferred stock received in connection with the deferral of annual retainer fees) are as follows:
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| NAME | DEFERRED STOCK (#) | | Edward J. Casey, Jr. | 9,350 | | Thomas C. Chubb, III | 9,350 | | George E. Deese | 9,350 | | Rhonda O. Gass | 52,516 | | Brigitte H. King | 16,848 | | Margaret G. Lewis | 9,350 | | W. Jameson McFadden | 9,350 | | Joanne D. Smith | 26,824 | | Sterling A. Spainhour | 7,900 | | James T. Spear | 40,736 | | Melvin T. Stith, Ph.D. | — | | C. Martin Wood III | — |
FISCAL 2025 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 2025 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.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 27 |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
(4) On September 26, 2025, the board of directors elected Mr. Spainhour as a director, effective October 1, 2025. (5) Dr. Stith retired from the board of directors, effective December 31, 2025. In connection with his retirement, in fiscal 2025, the company made a charitable donation of $10,000 to the Drs. Melvin and Patricia Stith Endowment at Norfolk State University. In addition, in fiscal 2025, Dr. Stith’s spouse accompanied him on certain business-related flights, but his spouse’s presence on the flights did not result in any incremental cost to the company. (6) Mr. Wood retired from the board of directors, effective May 22, 2025.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 28 |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| PROPOSAL 2 — APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION | |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) provide shareholders with the right to cast an advisory (non-binding) vote to approve the compensation of the Named Executives as disclosed pursuant to the compensation disclosure rules of the SEC. This proposal is commonly known as the “say-on-pay” vote. At our 2025 annual meeting of shareholders, more than 96% of the shares voted were cast in support of the company’s named executive officer compensation. As described in the Compensation Discussion and Analysis section of this proxy statement, the compensation and human capital committee evaluates both performance and compensation to help the company maintain its ability to attract and retain the most qualified executives while motivating high company performance. Highlights of our executive compensation program, as described in the Compensation Discussion and Analysis section of this proxy statement, include:
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS | | | pay opportunities that are: • appropriate to the size of the company when compared to peer companies; and • heavily performance-based using multiple internal and stock-based performance measures; disclosure of the financial performance drivers used in our incentives, in numeric terms; a long-term incentives program: • that is primarily performance-based and aligned with shareholder interests through links to stock performance and measurement of our ROIC performance versus our cost of capital; and • with payout potentials that are capped at conservative levels; | multiple clawback policies that require or allow for recoupment of incentives in certain situations, including a compensation recoupment policy adopted in 2023 that complies with new requirements of NYSE and the SEC; double-trigger equity vesting upon a change of control; no backdating or repricing of stock options; stock ownership guidelines for executives and directors; no significant perquisites; and no employment agreements. |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
The say-on-pay vote gives our shareholders the opportunity to express their views on the compensation of our Named Executives. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executives and the compensation philosophy, policies and practices described in this proxy statement. Accordingly, we are asking shareholders to approve the following resolution: “RESOLVED, that the shareholders approve the compensation of the company’s Named Executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables and any related material disclosed in this proxy statement.” Because this vote is advisory, it will not be binding on the compensation and human capital committee, the board of directors or the company. However, the compensation and human capital committee and the board of directors value the opinions of the company’s shareholders and will take into account the outcome of the vote when considering future compensation arrangements for the Named Executives.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 29 |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
We currently hold a say-on-pay vote on an annual basis, and our next say-on-pay vote is expected to occur at our 2027 annual meeting of shareholders. We expect to hold the next vote on the frequency of such say-on-pay vote at our 2029 annual meeting of shareholders.
KEY ELEMENTS OF 2025 NAMED EXECUTIVE OFFICER COMPENSATION
| | | WHAT WE PAY | WHY WE PAY IT | KEY FEATURES | | FIXED | Short- Term | 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 | | AT RISK / VARIABLE | | 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 | 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 time-based restricted stock units (“RSUs”) (30%) and performance-based restricted stock units (“Performance Shares”) (70%) divided as follows: 50% ROIC-based Performance Shares and 50% TSR-based Performance Shares | | OTHER | | 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 • Limited reasonable perquisites |
OBJECTIVES OF EXECUTIVE 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. In 2025, we also provided certain limited perquisites to our Named Executives. 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.
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 January 3, 2026 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 calendar year-end base salary rate, target annual incentive award value annualized based on the target annual incentive percentage opportunity as of calendar year-end, and target long-term incentive award value. The average compensation mix shown for Named Executives other than the chief executive officer excludes Mr. Scaglione, since his appointment as chief financial officer occurred two days before the end of the 2025 fiscal year. Certain amounts may not add up to 100% due to rounding.
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
ROLE OF INDEPENDENT COMPENSATION CONSULTANT For fiscal 2025, the compensation and human capital committee engaged Meridian as its independent compensation consultant. At the compensation and human capital committee’s request, Meridian annually: • evaluates the competitiveness of the base salaries, annual cash incentives, and long-term incentives awarded to the Named Executives, • provides competitive market data on new compensation arrangements (which, for 2025, included the offer provided to Mr. Scaglione for the role of chief financial officer), • regularly updates the committee on regulatory, legislative and other trends related to executive compensation, and • evaluates the continued appropriateness of existing arrangements. Meridian attended compensation and human capital committee meetings at the committee’s request and was available to provide guidance to the compensation and human capital committee on compensation questions and issues as they arose.
CHIEF FINANCIAL OFFICER TRANSITION AND COMPENSATION
CHIEF FINANCIAL OFFICER TRANSITION AND COMPENSATION Mr. Kinsey served as chief financial officer through his retirement, effective December 31, 2025. In order to support the transition of the chief financial officer role, the company entered into a consulting agreement with Mr. Kinsey, pursuant to which he provided consulting services at a rate of $50,000 per month from January 1, 2026 through February 28, 2026. Prior to Mr. Scaglione’s appointment as chief financial officer, he was party to a consulting agreement with the company from October 20, 2025 through December 31, 2025, pursuant to which he provided consulting services at a rate of $375 per hour. The company entered into this agreement with Mr. Scaglione prior to his appointment in order to support his planned transition into the role of chief financial officer. In connection with his appointment as chief financial officer, the compensation and human capital committee determined that Mr. Scaglione should receive a base salary at an annual rate of $785,000, an annual cash incentive opportunity targeted at 100% of his base salary, and an annual long-term incentive award opportunity (commencing in fiscal 2026) targeted at 210% of his base salary. In addition, the compensation and human capital committee approved the following sign-on compensation for Mr. Scaglione: (1) a special equity-based award of time-based restricted stock units with a targeted grant date value of $1,400,000 (which were granted on January 1, 2026 and will generally vest in four equal annual installments beginning on January 5, 2027) and (2) a cash payment of $50,000 that was paid to Mr. Scaglione on January 8, 2026 (which cash payment will be required to be repaid to the company if Mr. Scaglione voluntarily terminates his employment with the company for any reason prior to the first anniversary of his first day of employment). Mr. Scaglione is expected to relocate to a location near the company’s offices in Thomasville, Georgia in connection with this new role no later than August 31, 2026 and will receive relocation benefits in connection with such relocation consistent with the company’s relocation policies (and subject to pro-rata repayment in the event of his voluntary termination or termination by the company for cause within 24 months of his start date). Prior to his relocation, Mr. Scaglione will be expected to regularly work out of the company’s offices in Thomasville, Georgia, and the company will reimburse him for his reasonable expenses associated with travel for such purpose.
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
| For 2025, 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. |
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 37 |
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
Under the 2025 program (like the approach taken in 2024), payout of annual incentives was based on achievement against certain adjusted 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. For 2025, 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 2025 were as follows and, for Named Executives who served in such roles in 2024, were unchanged from 2024 levels based on percentage of base salary:
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
| NAMED EXECUTIVE | TARGET ANNUAL INCENTIVE PERCENTAGE (AS A % OF BASE SALARY) | | A. Ryals McMullian, Chairman and Chief Executive Officer | 125% | | D. Anthony Scaglione, Chief Financial Officer | 100%(1) | | Heeth Varnedoe IV, President and Chief Operating Officer | 80% | | Terry S. Thomas, Chief Growth Officer | 70% | | Stephanie B. Tillman, Chief Legal Counsel | 70% | | R. Steve Kinsey, Former Chief Financial Officer | 80% |
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
(1) Mr. Scaglione was eligible to receive a prorated annual incentive award for fiscal 2025 based on the number of days he served as Chief Financial Officer in such fiscal year. The applicable AIP Adjusted EBITDA and AIP Net Revenue performance goals, the actual achievement with respect to such goals and the final annual cash incentive award payout percentage are illustrated in the following table. As used herein, “AIP Adjusted EBITDA” means Adjusted EBITDA as defined in Appendix A, further adjusted to exclude the performance of Simple Mills, and “AIP Net Revenue” means net sales, adjusted to exclude the performance of Simple Mills. As a result, the AIP Adjusted EBITDA and AIP Net Revenue results for 2025 reported below for annual incentive plan purposes differ from the adjusted EBITDA and net sales results disclosed in our earnings release, which include Simple Mills’ performance. The company set an AIP Adjusted EBITDA goal of $563.2 million and an AIP Net Revenue goal of $5.267 billion for 2025 (which goals are, in each case, higher than both the target and actual result achieved for fiscal 2024). The threshold, target and maximum goals shown in the table below reflect the percentage achievement of such applicable AIP Adjusted EBITDA and AIP Net Revenue goals for 2025. For 2025, the company achieved AIP Adjusted EBITDA of $503.3 million versus the target of $563.2 million and AIP Net Revenue of $5.043 billion versus the target of $5.267 billion.
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
| PERFORMANCE MEASURE | WEIGHTING | THRESHOLD (30% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (200% PAYOUT) | PAYOUT PERCENTAGE | WEIGHTED PAYOUT PERCENTAGE | | AIP Adjusted EBITDA | 70% | 85% | 100% | 115% | 50.3% | 35.2% | | AIP Net Revenue | 30% | 90% | 100% | 110% | 70.2% | 21.1% | | Final Payout Percentage | | | | | | 56.3% |
ANNUAL EXECUTIVE CASH INCENTIVE AWARDS
The applicable payout percentage for each performance measure would have been 0% if the threshold performance was not achieved. In addition, the company has discretion to increase or decrease annual cash incentive award payouts, as compared to the formulaic result determined in accordance with the process described above, by up to 20% based on individual performance. The compensation and human capital committee did not consider individual performance for purposes of determining annual cash incentive award payouts for 2025; therefore, there were no adjustments based on the individual performance factor made in 2025. The company does not pay annual cash incentive awards under the Omnibus Plan to any Named Executive until such time as (1) the compensation and human capital committee has certified the applicable payout percentages for both the AIP Adjusted EBITDA and AIP Net Revenue goals and (2) the annual report on Form 10-K for the applicable fiscal year has been filed with the SEC. Actual annual cash incentive amounts earned by each Named Executive for 2025 are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
LONG-TERM INCENTIVE COMPENSATION
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. |
LONG-TERM INCENTIVE COMPENSATION
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 38 |
EQUITY AND PERFORMANCE COMPENSATION AWARDS
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 (“LTI”) 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 2025 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.” The determination of 2025 LTI 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.
EQUITY AND PERFORMANCE COMPENSATION AWARDS
| NAMED EXECUTIVE | TOTAL TARGET DOLLAR VALUE OF LTI GRANT — 2025 ($) | | A. Ryals McMullian, Chairman and Chief Executive Officer | 5,749,997 | | D. Anthony Scaglione, Chief Financial Officer | —(1) | | Heeth Varnedoe IV, President and Chief Operating Officer | 1,295,000 | | Terry S. Thomas, Chief Growth Officer | 1,105,000 | | Stephanie B. Tillman, Chief Legal Counsel | 952,000 | | R. Steve Kinsey, Former Chief Financial Officer | 1,295,000 |
PERFORMANCE SHARES
PERFORMANCE SHARES Similar to our 2024 grants, the compensation and human capital committee allocated 70% of the equity-based awards for 2025 as Performance Shares, equally divided between two types of Performance Shares, as described below. The use of Performance Shares is intended to encourage Named 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 2025 Form of Performance Share Agreement, and to enhance the company’s total shareholder return (“TSR”) relative to food industry peers. The actual number of each type of Performance Shares granted (at the target level) is set forth below:
PERFORMANCE SHARES
| NAMED EXECUTIVE | TARGET NUMBER OF PERFORMANCE SHARES GRANTED | | | | ROIC-BASED PERFORMANCE SHARES (#) | TSR-BASED PERFORMANCE SHARES (#) | | A. Ryals McMullian | 91,560 | 91,560 | | D. Anthony Scaglione | — | — | | Heeth Varnedoe IV | 20,620 | 20,620 | | Terry S. Thomas | 17,600 | 17,600 | | Stephanie B. Tillman | 15,160 | 15,160 | | R. Steve Kinsey | 20,620 | 20,620 |
PERFORMANCE SHARES
The 2025 Performance Shares agreement (the “Performance Shares Agreement”) provides the terms and conditions under which the Performance Shares will vest. The vesting of the 2025 awards occurs more than three years from December 29, 2024 (after the filing of our Annual Report on Form 10-K for the 2027 fiscal year and in any event no later than March 15, 2028) to the extent that the vesting conditions described below are satisfied. The performance will be measured from December 29, 2024 to January 1, 2028 (the “ROIC Performance Period”) for ROIC-based Performance Shares and from January 1, 2025 to December 31, 2027 for TSR-based Performance Shares (the “TSR Performance Period”). ROIC-Based Performance Shares. 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:
PERFORMANCE SHARES
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 39 |
PERFORMANCE SHARES
| ROIC MINUS WACC | PAYMENT PERCENTAGE (% OF TARGET) | | Less than 150 basis points | 0% | | 150 basis points | 50% | | 300 basis points | 100% | | 450 basis points or above | 150% |
PERFORMANCE SHARES
For performance between the levels described above, the degree of vesting is interpolated on a linear basis. ROIC is based on the following formula:
PERFORMANCE SHARES
| THE TIME-WEIGHTED QUARTERLY AVERAGE DURING THE ROIC PERFORMANCE PERIOD OF THE SUM OF NET INCOME AND AFTER-TAX INTEREST EXPENSE | | 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 | | ROIC |
PERFORMANCE SHARES
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:
PERFORMANCE SHARES
| (STOCK PRICE CHANGE | | DIVIDENDS) | | BEGINNING STOCK PRICE | | TSR |
PERFORMANCE SHARES
For 2025, the TSR Peer Group consisted of the following 15 companies:
PERFORMANCE SHARES
| 2025 TSR PEER GROUP* | | | | B&G Foods, Inc. | The Hershey Company | The Marzetti Company (f/k/a Lancaster Colony Corporation) | | Campbell Soup Company | Hormel Foods Corporation | McCormick & Company, Incorporated | | Conagra Brands, Inc. | J&J Snack Foods Corp. | Mondelez International, Inc. | | General Mills, Inc. | The J.M. Smucker Company | Post Holdings, Inc. | | The Hain Celestial Group, Inc. | The Kraft Heinz Company | Treehouse Foods, Inc. |
PERFORMANCE SHARES
* The 2025 TSR Peer Group is the same as the 2024 TSR Peer Group, except that Kellanova has been removed because it was acquired. 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:
PERFORMANCE SHARES
| 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% |
PERFORMANCE SHARES
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 40 |
PERFORMANCE SHARES
For performance between the percentiles described above, the degree of vesting is interpolated on a linear basis. The hypothetical payout percentages for each of the final four quarters of the TSR performance period calculated in accordance with the above are then averaged to determine the actual payout percentage. As a result, the overall threshold payout percentage for the TSR-Based Award is 12.5%. Vesting Upon Death, Disability, Retirement or Change of Control. For the 2025 Performance Share grants, if the grantee’s employment terminates as a result of such grantee’s death or disability, the Performance Shares generally vest at the target level immediately. If the grantee retires at or after age 55 (provided that the sum of the grantee’s age plus years of service is equal to or greater than 65 and the retirement otherwise meets the requirements set forth in the agreement), on the normal vesting date the grantee will vest in the Performance Shares to the same extent as if the grantee had remained in continuous employment, except that the amounts will be prorated based upon the retirement date. Similar to all equity awards granted under the Omnibus Plan, for the 2025 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 December 29, 2024, the first day of our 2025 fiscal year, to all Named Executives. 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. The compensation and human capital committee does not take material nonpublic information into account when determining the timing and terms of Performance Shares, and the company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of such awards. 2023 Awards. In fiscal 2023, the company granted certain Named Executives Performance Shares, with 50% of the award vesting based on ROIC during the performance period beginning on January 1, 2023 and ending on January 3, 2026, and 50% of the award vesting based on TSR during the performance period beginning on January 1, 2023 and ending on December 31, 2025. Messrs. Thomas and Scaglione did not receive awards of Performance Shares in fiscal 2023, because they were not serving as executive officers at the time of such grants. As previously disclosed, the 2023 Performance Share awards were also subject to ROIC minus WACC and relative TSR performance goals. The TSR payout opportunities and goals were substantially similar to those described above for the 2025 grants, except that the peer group consisted of the companies disclosed in the 2023 proxy statement with respect to the 2023 performance share awards. The ROIC-based Performance Share awards granted in 2023 are subject to the goals set forth in the table below:
PERFORMANCE SHARES
| 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% |
PERFORMANCE SHARES
The ROIC-based Performance Shares granted to the Named Executives in fiscal 2023 vested in early fiscal 2026 at 125% of target as a result of company ROIC during the three-fiscal year performance period exceeding company WACC by 478 basis points. The TSR-based Performance Shares granted to the Named Executives in fiscal 2023 vested at 13.25% of target as a result of the company’s TSR from January 1, 2023, through each of the last four quarters in calendar year 2025, placing it in the 13th percentile, in the 31st percentile, in the 13th percentile, and in the 7th percentile for the respective quarters of the companies in the applicable TSR peer group.
TIME-BASED RESTRICTED STOCK UNITS
TIME-BASED RESTRICTED STOCK UNITS For our 2025 LTI grants, the compensation and human capital committee allocated 30% of the equity-based awards as RSUs. The use of RSUs is intended to better align our long-term incentive program to market practice and aid in the attraction and retention of talent. The RSUs generally vest in substantially equal installments on January 5, 2026, January 5, 2027 and January 5, 2028, subject to continued employment through each vesting date. The actual number of RSUs granted to each Named Executive is set forth below:
TIME-BASED RESTRICTED STOCK UNITS
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 41 |
TIME-BASED RESTRICTED STOCK UNITS
| NAMED EXECUTIVE | NUMBER OF RSUS GRANTED | | A. Ryals McMullian | 78,480 | | D. Anthony Scaglione | — | | Heeth Varnedoe IV | 17,680 | | Terry S. Thomas | 15,080 | | Stephanie B. Tillman | 12,990 | | R. Steve Kinsey | 17,680 |
TIME-BASED RESTRICTED STOCK UNITS
Vesting Upon Death, Disability, Retirement or Change of Control. For the 2025 RSU grants, if the grantee dies or becomes disabled, the RSUs generally vest in full immediately. If the grantee retires at or after age 55 (provided that the sum of the grantee’s age plus years of service is equal to or greater than 65 and the retirement otherwise meets the requirements set forth in the agreement), and at least one year following the grant date, the RSUs generally vest in full. Similar to other equity awards granted under the Omnibus Plan, for the 2025 RSU grants, “double-trigger” vesting applies if a change of control occurs. In addition to a 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 RSUs and are paid in cash to the executive on the date that the corresponding shares underlying the vested RSUs are paid out. Timing of Grants. RSUs were granted on December 29, 2024, the first day of fiscal year 2025, to all Named Executives. 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. The compensation and human capital committee does not take material nonpublic information into account when determining the timing and terms of RSU awards, and the company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of such awards.
OTHER LONG-TERM INCENTIVE AWARDS
OTHER LONG-TERM INCENTIVE AWARDS On January 1, 2026, in connection with his commencement of employment as chief financial officer, Mr. Scaglione was granted a special equity-based award of 128,680 RSUs. These RSUs will generally vest in four equal annual installments beginning on January 5, 2027 and are otherwise subject to substantially the same terms as those applicable to the regular annual RSU grants for fiscal 2025 as described above.
2026 LONG-TERM INCENTIVE PROGRAM CHANGES
2026 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 a change to the 2026 long-term incentive program for our executive officers (as compared to the 2025 program) to update the equity award mix for executive officers (other than the chief executive officer) to be 40% RSUs and 60% Performance Shares (equally divided between ROIC and TSR Performance Shares), rather than 30% RSUs and 70% Performance Shares as in prior years. The chief executive officer’s equity award mix remains 30% RSUs and 70% Performance Shares.
EXECUTIVE DEFERRED COMPENSATION PLAN
EXECUTIVE DEFERRED COMPENSATION PLAN The EDCP provides additional deferred compensation opportunities to certain members of management. In particular, the EDCP allows these members of management to defer the receipt of a percentage of their salary and annual cash incentive award. The EDCP is not a tax-qualified plan. The participants’ deferrals are credited to a bookkeeping account established for the participant that is deemed to be credited with interest until paid. Additionally, the company allocates matching contributions pursuant to the plan on behalf of the participant that are also deemed to be credited with interest until paid. Interest credited on deemed participant deferrals and company contributions to the EDCP are based on the Merrill Lynch U.S. Corp., BBB-rated Fifteen-Year Bond Index plus 150 basis points. In general, interest is considered above-market for Summary Compensation Table reporting purposes if earned at a rate that exceeds 120% or more of the applicable federal long-term rate. Earnings in the EDCP are interest-based credits that exceed this threshold. The company credits interest at above market rates because participants’ EDCP accounts are unfunded and unsecured and therefore subject to substantial risk of loss should events ever befall the company causing it to reorganize or liquidate. Interest credited to the EDCP on behalf of the Named Executives amounted to $455,842 for fiscal 2025. Generally, the deemed deferrals and company contributions plus interest are paid to the participant upon a specific date or termination of employment.
CHANGE OF CONTROL SEVERANCE
CHANGE OF CONTROL SEVERANCE We maintain a change of control severance arrangement with our executives, including the Named Executives, as set forth in the Flowers Foods, Inc. Change of Control Plan (the “Change of Control Plan”). On November 13, 2025, the compensation and human capital committee approved an amendment and restatement of the Change of Control Plan, which is discussed in further detail in the section entitled “Potential Payments Upon Termination or Change of Control” below. Such arrangements have several business objectives important to the company, including stability of the executive team in the event of a threatened or pending change of control, and post-employment restrictive covenants (non-competition, non-solicitation and trade secret protection, among others). The Change of Control Plan rewards executives for remaining employed with the company on a timetable convenient to the company rather than to the executive. We choose to make such payments to obtain the business objectives mentioned. The Change of Control Plan provides double-trigger severance at amounts that we believe are market-appropriate, has no excise tax gross-up provisions and is consistent with current corporate governance norms (see section entitled “Potential Payments Upon Termination or Change of Control” in this proxy statement for additional details regarding such plan, including as amended and restated). In 2015, the compensation and human capital committee adopted a policy that, without shareholder approval, future cash severance arrangements may not exceed 2.99 times salary and target annual cash incentive. The company does not have existing contractual severance arrangements with our executives outside of the context of a change of control, but we do have a general practice of paying severance in the event of a termination “without cause.” Mr. Thomas’ expected departure on April 24, 2026 constitutes a termination “without cause” under the company’s general severance practices. In connection with such departure, Mr. Thomas is expected to receive severance compensation and benefits as described in the section entitled “Potential Payments Upon Termination or Change of Control.”
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE The following table summarizes the compensation for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 (as applicable) of the Named Executives, which consist of the chief executive officer, each individual who served as the chief financial officer, and each of the three other most highly compensated executive officers of Flowers Foods who were serving as executive officers at the end of the 2025 fiscal year. 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.”
FISCAL 2025 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY(2) ($) | BONUS ($) | STOCK AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | A. Ryals McMullian Chairman and Chief Executive Officer | 2025 | 1,041,730 | — | 5,735,842 | 733,524 | 55,811 | 209,791 | 7,776,698 | | | 2024 | 987,884 | — | 5,492,059 | 1,193,915 | 50,135 | 220,540 | 7,944,533 | | | 2023 | 954,289 | — | 4,452,212 | 674,469 | 53,133 | 258,937 | 6,393,039 | | D. Anthony Scaglione(1) Chief Financial Officer | 2025 | 57,704 | — | 1,400,038 | 3,400 | — | — | 1,461,142 | | Heeth Varnedoe IV President and Chief Operating Officer | 2025 | 729,212 | — | 1,291,872 | 328,619 | 3,945 | 66,008 | 2,419,656 | | | 2024 | 700,000 | — | 1,295,093 | 540,960 | 1,738 | 67,050 | 2,604,841 | | | 2023 | 560,219 | — | 925,184 | 255,901 | 1,105 | 42,222 | 1,784,631 | | Terry S. Thomas Chief Growth Officer | 2025 | 677,125 | — | 1,102,448 | 267,003 | 516 | 62,965 | 2,110,057 | | | 2024 | 650,000 | 350,000 | 1,105,056 | 439,530 | 6 | 59,511 | 2,604,103 | | | 2023 | 202,500 | 350,000 | 2,558,856 | 85,033 | — | 80,917 | 3,277,306 | | Stephanie B. Tillman Chief Legal Counsel | 2025 | 583,369 | — | 949,621 | 230,033 | 5,650 | 70,963 | 1,839,636 | | | 2024 | 542,648 | — | 952,316 | 367,777 | 4,921 | 53,385 | 1,921,047 | | | 2023 | 483,421 | — | 842,378 | 191,536 | 4,555 | 52,055 | 1,573,945 | | R. Steve Kinsey Former Chief Financial Officer | 2025 | 734,051 | — | 1,291,872 | 326,121 | 29,479 | 79,833 | 2,461,356 | | | 2024 | 700,000 | — | 1,295,093 | 540,960 | 29,011 | 94,283 | 2,659,347 | | | 2023 | 665,025 | — | 1,179,827 | 301,132 | 30,764 | 108,309 | 2,285,058 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(1) No information is provided with respect to the 2023 or 2024 fiscal year for Mr. Scaglione because he was not a Named Executive prior to the 2025 fiscal year. (2) Amounts reported in the “Salary” column represent the salary earned for each Named Executive and, for each of Mr. Scaglione and Mr. Kinsey in fiscal 2025, includes consulting fees. 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 2025 were as follows:
FISCAL 2025 SUMMARY COMPENSATION TABLE
| NAME | SALARY DEFERRALS INTO 401(K) PLAN ($) | SALARY DEFERRALS TO EDCP ($) | TOTAL ($) | | A. Ryals McMullian | 31,000 | 410,261 | 441,261 | | D. Anthony Scaglione | — | — | — | | Heeth Varnedoe IV | 21,041 | 127,017 | 148,058 | | Terry S. Thomas | 31,000 | 8,791 | 39,791 | | Stephanie B. Tillman | 31,000 | 36,524 | 67,524 | | R. Steve Kinsey | 31,000 | 58,337 | 89,337 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(3) Represents the grant date fair value of Performance Shares and RSUs. 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, the aggregate value at the grant date of the ROIC-based and TSR-based Performance Shares granted in 2025 would be as follows:
FISCAL 2025 SUMMARY COMPENSATION TABLE
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 46 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
Mr. McMullian, $7,321,596; Mr. Varnedoe, $1,648,878; Mr. Thomas, $1,407,384; Ms. Tillman, $1,212,269; and Mr. Kinsey, $1,648,878. Mr. Scaglione was not granted any Performance Shares in 2025. See Note 2 and Note 19 to the company’s consolidated financial statements in our Annual Report on Form 10-K for fiscal year ended January 3, 2026, for a description of the assumptions made in the valuation of stock awards under ASC 718. (4) Non-equity incentive plan compensation includes all performance-based cash awards under the Omnibus Plan earned by the Named Executives during the fiscal year. (5) Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2025 represent only the portion of earnings under the EDCP that is “above-market” for purposes of the applicable disclosure rules. (6) Amounts reported in the “All Other Compensation” column for 2025 are reported in the table below.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| NAME | EMPLOYER CONTRIBUTIONS TO SECTION 401(K) PLAN ($) | EMPLOYER CONTRIBUTIONS TO EDCP ($) | PERQUISITES AND PERSONAL BENEFITS(1) ($) | TOTAL ($) | | A. Ryals McMullian | 21,000 | 155,355 | 33,436 | 209,791 | | D. Anthony Scaglione | — | — | — | — | | Heeth Varnedoe IV | 17,320 | 48,688 | — | 66,008 | | Terry S. Thomas | 21,000 | 41,965 | — | 62,965 | | Stephanie B. Tillman | 21,000 | 35,974 | 13,989 | 70,963 | | R. Steve Kinsey | 21,000 | 58,833 | — | 79,833 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(1) Amounts for Mr. McMullian and Ms. Tillman include financial planning and executive physicals. Amount for Mr. McMullian also includes travel insurance and the incremental cost to the company of the use of the company aircraft for a personal flight including Mr. McMullian’s spouse and two guests. Mr. McMullian’s spouse and two guests also accompanied other company executives on the company aircraft for a business-related flight, but the individuals’ presence on the flight did not result in any incremental cost to the company. Amount for Ms. Tillman also includes a spousal physical and the cost for Ms. Tillman’s spouse to travel to and attend a conference.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 47 |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS The following table details grants made during the fiscal year ended January 3, 2026, pursuant to incentive plans in place at Flowers Foods as of that date:
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| NAME AND GRANTS | APPROVAL DATE | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(2) ($) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | A. RYALS MCMULLIAN | | | | | | | | | | | | Non-Equity Incentive Plan Award | | | 390,865 | 1,302,884 | 2,605,768 | | | | | | | ROIC-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 45,780 | 91,560 | 137,340 | | 1,874,233 | | TSR-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 11,445 | 91,560 | 183,120 | | 2,255,123 | | Time-Based Restricted Stock Units | 11/13/2024 | 12/29/2024 | | | | | | | 78,480 | 1,606,486 | | D. ANTHONY SCAGLIONE | | | | | | | | | | | | Non-Equity Incentive Plan Award | | | 1,812 | 6,038 | 12,077 | | | | | | | Special Time-Based Restricted Stock Units | 11/13/2024 | 1/1/2026 | | | | | | | 128,680 | 1,400,038 | | HEETH VARNEDOE IV | | | | | | | | | | | | Non-Equity Incentive Plan Award | | | 175,108 | 583,692 | 1,167,385 | | | | | | | ROIC-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 10,310 | 20,620 | 30,930 | | 422,091 | | TSR-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 2,578 | 20,620 | 41,240 | | 507,871 | | Time-Based Restricted Stock Units | 11/13/2024 | 12/29/2024 | | | | | | | 17,680 | 361,910 | | TERRY S. THOMAS | | | | | | | | | | | | Non-Equity Incentive Plan Award | | | 142,275 | 474,250 | 948,500 | | | | | | | ROIC-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 8,800 | 17,600 | 26,400 | | 360,272 | | TSR-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 2,200 | 17,600 | 35,200 | | 433,488 | | Time-Based Restricted Stock Units | 11/13/2024 | 12/29/2024 | | | | | | | 15,080 | 308,688 | | STEPHANIE B. TILLMAN | | | | | | | | | | | | Non-Equity Incentive Plan Award | | | 122,575 | 408,585 | 817,170 | | | | | | | ROIC-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 7,580 | 15,160 | 22,740 | | 310,325 | | TSR-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 1,895 | 15,160 | 30,320 | | 373,391 | | Time-Based Restricted Stock Units | 11/13/2024 | 12/29/2024 | | | | | | | 12,990 | 265,905 | | R. STEVE KINSEY | | | | | | | | | | | | Non-Equity Incentive Plan Award | | | 173,777 | 579,255 | 1,158,511 | | | | | | | ROIC-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 10,310 | 20,620 | 30,931 | | 422,091 | | TSR-Based Performance Shares | 11/13/2024 | 12/29/2024 | | | | 2,578 | 20,620 | 41,240 | | 507,871 | | Time-Based Restricted Stock Units | 11/13/2024 | 12/29/2024 | | | | | | | 17,680 | 361,910 |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
(1) Annual cash incentive awards are earned based on the achievement of a specified AIP Adjusted EBITDA goal and a specified AIP Net Revenue 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 and RSUs compiled in accordance with ASC 718 and, for Performance Shares, based on the probable outcome of the performance goals as of the grant date.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 48 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table details all equity awards granted and outstanding as of January 3, 2026, the company’s most recent fiscal year end:
OUTSTANDING EQUITY AWARDS AT 2025 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) | 12/29/2024 | — | — | 137,340 | 1,481,899 | | TSR-Based Performance Shares(1) | 12/29/2024 | — | — | 11,445 | 123,492 | | Restricted Stock Units(2) | 12/29/2024 | 78,480 | 846,799 | — | — | | ROIC-Based Performance Shares(3) | 12/31/2023 | — | — | 121,380 | 1,309,690 | | TSR-Based Performance Shares(3) | 12/31/2023 | — | — | 10,115 | 109,141 | | Restricted Stock Units(4) | 12/31/2023 | 46,472 | 501,433 | — | — | | ROIC-Based Performance Shares(5) | 1/1/2023 | — | — | 89,387 | 964,486 | | TSR-Based Performance Shares(5) | 1/1/2023 | — | — | 9,475 | 102,236 | | D. ANTHONY SCAGLIONE | | | | | | | Special Restricted Stock Units(6) | 1/1/2026 | 128,680 | 1,388,457 | — | — | | HEETH VARNEDOE IV | | | | | | | ROIC-Based Performance Shares(1) | 12/29/2024 | — | — | 30,930 | 333,735 | | TSR-Based Performance Shares(1) | 12/29/2024 | — | — | 2,578 | 27,817 | | Restricted Stock Units(2) | 12/29/2024 | 17,680 | 190,767 | — | — | | ROIC-Based Performance Shares(3) | 12/31/2023 | — | — | 28,620 | 308,810 | | TSR-Based Performance Shares(3) | 12/31/2023 | — | — | 2,385 | 25,734 | | Restricted Stock Units(4) | 12/31/2023 | 10,962 | 118,280 | — | — | | ROIC-Based Performance Shares(5) | 1/1/2023 | — | — | 18,575 | 200,424 | | TSR-Based Performance Shares(5) | 1/1/2023 | — | — | 1,968 | 21,235 | | TERRY S. THOMAS | | | | | | | ROIC-Based Performance Shares(1) | 12/29/2024 | — | — | 26,400 | 284,856 | | TSR-Based Performance Shares(1) | 12/29/2024 | — | — | 2,200 | 23,738 | | Restricted Stock Units(2) | 12/29/2024 | 15,080 | 162,713 | — | — | | ROIC-Based Performance Shares(3) | 12/31/2023 | — | — | 24,420 | 263,492 | | TSR-Based Performance Shares(3) | 12/31/2023 | — | — | 2,035 | 21,958 | | Restricted Stock Units(4) | 12/31/2023 | 9,354 | 100,930 | — | — | | ROIC-Based Performance Shares(5) | 9/1/2023 | — | — | 31,300 | 337,727 | | TSR-Based Performance Shares(5) | 9/1/2023 | — | — | 3,317 | 35,790 | | STEPHANIE B. TILLMAN | | | | | | | ROIC-Based Performance Shares(1) | 12/29/2024 | — | — | 22,740 | 245,365 | | TSR-Based Performance Shares(1) | 12/29/2024 | — | — | 1,895 | 20,447 | | Restricted Stock Units(2) | 12/29/2024 | 12,990 | 140,162 | — | — | | ROIC-Based Performance Shares(3) | 12/31/2023 | — | — | 21,045 | 227,076 | | TSR-Based Performance Shares(3) | 12/31/2023 | — | — | 1,754 | 18,926 | | Restricted Stock Units(4) | 12/31/2023 | 8,061 | 86,978 | — | — | | ROIC-Based Performance Shares(5) | 1/1/2023 | — | — | 16,912 | 182,480 | | TSR-Based Performance Shares(5) | 1/1/2023 | — | — | 1,792 | 19,336 | | R. STEVE KINSEY | | | | | | | ROIC-Based Performance Shares(1) | 12/29/2024 | — | — | 10,310 | 111,245 | | TSR-Based Performance Shares(1) | 12/29/2024 | — | — | 860 | 9,279 | | ROIC-Based Performance Shares(3) | 12/31/2023 | — | — | 19,080 | 205,873 | | TSR-Based Performance Shares(3) | 12/31/2023 | — | — | 1,590 | 17,156 | | ROIC-Based Performance Shares(5) | 1/1/2023 | — | — | 23,687 | 255,583 | | TSR-Based Performance Shares(5) | 1/1/2023 | — | — | 2,510 | 27,083 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 49 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
(1) The performance measurement periods for the 2025 ROIC-Based Performance Shares and the 2025 TSR-Based Performance Shares run from December 29, 2024 to January 1, 2028 and from January 1, 2025 to December 31, 2027, respectively, and both awards vest upon the filing of the Annual Report on Form 10-K for the company’s 2027 fiscal year. The 2025 ROIC-Based Performance Shares are reported at the maximum level. The 2025 TSR-Based Performance Shares are reported at the threshold level. (2) One-third of the RSUs generally vest on each of January 5, 2026, January 5, 2027 and January 5, 2028, subject to continued employment through each applicable date. (3) The performance measurement periods for the 2024 ROIC-Based Performance Shares and the 2024 TSR-Based Performance Shares run from December 31, 2023 to January 2, 2027 and from January 1, 2024 to December 31, 2026, respectively, and both awards vest upon the filing of the Annual Report on Form 10-K for the company’s 2026 fiscal year. The 2024 ROIC-Based Performance Shares are reported at the maximum level. The 2024 TSR-Based Performance Shares are reported at the threshold level. (4) One-third of the RSUs generally vest on each of January 5, 2025, January 5, 2026 and January 5, 2027, subject to continued employment through each applicable date. (5) The performance measurement periods for the 2023 ROIC-Based Performance Shares and the 2023 TSR-Based Performance Shares ended on December 27, 2025 and December 31, 2025, respectively, and both awards vested upon the filing of the Annual Report on Form 10-K for the company’s 2025 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 13.25%. (6) One-fourth of the RSUs generally vest on each of January 5, 2027, January 5, 2028, January 5, 2029 and January 5, 2030, subject to continued employment through each applicable date.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 The following table details vesting of Performance Shares and RSUs during the fiscal year ended January 3, 2026.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | A. Ryals McMullian | 124,308 | 2,322,021 | | D. Anthony Scaglione | — | — | | Heeth Varnedoe IV | 16,001 | 303,281 | | Terry S. Thomas | 31,731 | 602,444 | | Stephanie B. Tillman | 17,807 | 333,863 | | R. Steve Kinsey | 60,680 | 909,185(1) |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
(1) Includes 28,642 RSUs that vested on an accelerated basis on December 31, 2025 in connection with Mr. Kinsey’s retirement, the settlement of which has been deferred until July 2026 pursuant to the terms of the applicable award agreements.
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
| NAME | | EXECUTIVE CONTRIBUTIONS IN FY 2025(1) ($) | REGISTRANT CONTRIBUTIONS IN FY 2025(2) ($) | AGGREGATE EARNINGS IN FY 2025(3) ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN FY 2025 ($) | AGGREGATE BALANCE AT 2025 FYE(4) ($) | | A. Ryals McMullian | EDCP | 410,261 | 155,355 | 267,178 | — | 4,092,056 | | D. Anthony Scaglione | EDCP | — | — | — | — | — | | Heeth Varnedoe IV | EDCP | 127,017 | 48,688 | 21,049 | — | 397,065 | | Terry S. Thomas | EDCP | 8,791 | 41,965 | 3,444 | — | 93,047 | | Stephanie B. Tillman | EDCP | 36,524 | 35,974 | 27,142 | — | 443,020 | | R. Steve Kinsey | EDCP | 58,337 | 58,833 | 137,030 | — | 2,063,848 | | | RSU(5) | 311,625 | — | (2,578) | — | 309,047 |
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
(1) Amounts in this column are deferrals of 2025 salary earned and are included in the “Salary” column in the Summary Compensation Table for the 2025 fiscal year. (2) Amounts in this column are included in “All Other Compensation” in the Summary Compensation Table for the 2025 fiscal year.
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 50 |
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
(3) Above-market interest on nonqualified deferred compensation is included in the Summary Compensation Table for 2025 as “Nonqualified Deferred Compensation Earnings” for the 2025 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 2025 is as follows: Mr. McMullian, $55,811; Mr. Scaglione, $0; Mr. Varnedoe, $3,945; Mr. Thomas, $516; Ms. Tillman, $5,650, and Mr. Kinsey, $29,479. (4) The cumulative portion of the aggregate balance at January 3, 2026 reported in the Summary Compensation Table for all years prior to 2025 is as follows: Mr. McMullian, $2,714,804; Mr. Scaglione, $0; Mr. Varnedoe, $141,615; Mr. Thomas, $38,817; Ms. Tillman, $165,780; and Mr. Kinsey, $1,398,333. (5) Includes values associated with 28,642 shares issuable pursuant to RSUs that will be settled in July 2026. The executive contributions amount was determined based on the closing price of the company’s common stock on Mr. Kinsey’s retirement date. The aggregate balance at 2025 FYE amount was determined based on the closing price of the company’s common stock on the last trading day of the 2025 fiscal year.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Pay Ratio Disclosure
Pay Ratio Disclosure
Pay Ratio Disclosure
| YEAR | CEO TOTAL COMPENSATION ($) | MEDIAN EMPLOYEE TOTAL COMPENSATION ($) | RATIO OF CEO TO MEDIAN EMPLOYEE TOTAL COMPENSATION | | 2025 | 7,802,574 | 74,983 | 104.1 to 1 |
Pay Ratio Disclosure
Our chief executive officer’s annual total compensation is 104.1 times that of the median of the annual total compensation of all our employees other than the chief executive officer. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We used the following methodology in calculating the pay ratio: 1. We included all employees active as of our determination date of January 3, 2026, with the exception of our current chief executive officer, to identify the median employee. We did not include any: (i) employees with 2025 compensation who were no longer active as of January 3, 2026, (ii) contract labor employees, (iii) independent distributors, (iv) leased labor employees, or (v) employees hired prior to January 3, 2026 without 2025 compensation. We do not have any employees located outside of the United States. 2. We found the median employee using 2025 gross compensation reported to the U.S. Internal Revenue Service on Form W-2 for the period of December 29, 2024 to January 3, 2026. Specifically, we used Form W-2, Gross Pay. 3. The annual total compensation reported for our chief executive officer consists of his total compensation as reported for 2025 in the Fiscal 2025 Summary Compensation Table on page 46 of this proxy statement, plus employer-provided health and wellness benefits. The total compensation reported for the median employee is the total amount of compensation paid to the median employee during the period of December 29, 2024 to January 3, 2026 to, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, plus employer-provided health and wellness benefits.
Pay Versus Performance(1)
Pay Versus Performance(1)
Pay Versus Performance(1)
| FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS(2) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME(5) ($ IN THOUSANDS) | ADJUSTED EBITDA(6) ($ IN THOUSANDS) | | | | | | | COMPANY TOTAL SHAREHOLDER RETURN(3) ($) | PEER GROUP TOTAL SHAREHOLDER RETURN(4) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 7,776,698 | (1,423,626) | 2,058,369 | 471,216 | 59.02 | 97.03 | 83,825 | 503,264 | | 2024 | 7,944,533 | 7,976,508 | 2,447,335 | 2,039,106 | 104.62 | 108.83 | 248,116 | 538,531 | | 2023 | 6,393,039 | 4,447,525 | 2,109,578 | 1,569,172 | 110.38 | 114.34 | 123,416 | 501,738 | | 2022 | 6,255,359 | 8,123,687 | 1,836,906 | 2,359,595 | 135.65 | 123.68 | 228,394 | 502,030 | | 2021 | 5,979,905 | 7,749,481 | 1,955,812 | 2,505,445 | 125.63 | 113.08 | 206,187 | 490,861 |
Pay Versus Performance(1)
(1) Our principal executive officer (“PEO”) and non-PEO named executive officers for each fiscal year are shown below:
Pay Versus Performance(1)
| FISCAL YEAR | PEO, FOR THE FULL YEAR | NON-PEO NAMED EXECUTIVE OFFICERS | | 2025 | Mr. McMullian | Messrs. Scaglione, Varnedoe, Thomas, and Kinsey and Ms. Tillman | | 2024 | Mr. McMullian | Messrs. Kinsey, Thomas, and Varnedoe and Ms. Tillman | | 2023 | Mr. McMullian | Messrs. Kinsey, Thomas, Varnedoe, and Wheeler and Ms. Tillman | | 2022 | Mr. McMullian | Messrs. Kinsey, Wheeler, Bradley K. Alexander and Ms. Tillman | | 2021 | Mr. McMullian | Messrs. Kinsey, Alexander, Wheeler and H. Mark Courtney |
Pay Versus Performance(1)
(2) For each of fiscal years 2025, 2024, 2023, 2022 and 2021 (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
Pay Versus Performance(1)
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 55 |
Pay Versus Performance(1)
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 2025 was computed as follows:
Pay Versus Performance(1)
| PEO | 2025 | | SUMMARY COMPENSATION TABLE (SCT) TOTAL FOR PEO | $7,776,698 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | $(5,735,842) | | - SCT “Option Awards” column value | — | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $2,076,083 | | +/- 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 | $(4,313,915) | | + 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 | $(1,525,271) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings paid on equity awards during Covered Year | $298,620 | | COMPENSATION ACTUALLY PAID TO PEO | $(1,423,626) |
Pay Versus Performance(1)
| AVERAGE FOR NON-PEO NAMED EXECUTIVE OFFICERS | 2025 | | AVERAGE SCT TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS | $2,058,369 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | $(1,207,170) | | - SCT “Option Awards” column value | — | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $538,214 | | +/- 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 | $(791,226) | | + vesting date fair value of equity awards granted and vested in Covered Year | 38,472 | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | $(204,663) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings paid on equity awards during Covered Year | $39,220 | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS | $471,216 |
Pay Versus Performance(1)
(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 January 1, 2021 through and including the last day of the fiscal year covered (each one-year, two-year, three-year, four-year, and five-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 2025, 2024, 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. Our total shareholder return and our peer group total shareholder return (discussed further in footnote 4) for fiscal 2023 have been updated to correct an administrative error. (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 means AIP Adjusted EBITDA as defined above in the Compensation Discussion and Analysis under “Annual Executive Cash Incentive Awards.”
Pay Versus Performance(1)
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 56 |
Pay Versus Performance(1)
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.
Pay Versus Performance(1)
| RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN AND BETWEEN TOTAL SHAREHOLDER RETURN OF THE COMPANY AND PVP PEER GROUP | | |
Pay Versus Performance(1)
| RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME | | |
Pay Versus Performance(1)
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 57 |
Pay Versus Performance(1)
| RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND AIP ADJUSTED EBITDA | | |
Pay Versus Performance(1)
As shown above, the company has selected AIP 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 2025 to the company’s performance. AIP Adjusted EBITDA is the performance measure used to determine 70% of the 2025 annual cash incentive award payouts. The following table lists the 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 2025 to our performance:
Pay Versus Performance(1)
| FINANCIAL PERFORMANCE METRICS | | AIP Adjusted EBITDA | | AIP Net Revenue | | Relative TSR Ranking | | ROIC |
Pay Versus Performance(1)
| 2026 PROXY STATEMENT / FLOWERS FOODS, INC. | 58 |
Pay Versus Performance(1)
| PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
Pay Versus Performance(1)
Our audit committee and board of directors have appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending January 2, 2027. The board of directors recommends that this appointment be ratified. Representatives of PwC will be present at the 2026 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. Although we are not required to seek shareholder ratification of the appointment of PwC as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. 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 January 2, 2027, the audit committee will reconsider the appointment. Even if the appointment is ratified, the audit committee may appoint a different independent registered public accounting firm at any time during the year if the audit committee determines such a change would be in the best interests of the company and our shareholders.