D. Anthony Scaglione
FLOWERS FOODSAbout D. Anthony Scaglione
D. Anthony Scaglione, 53, has been appointed Chief Financial Officer of Flowers Foods effective January 1, 2026; he will serve as principal financial and accounting officer and report to the Chairman & CEO . He holds dual B.S. degrees in Finance and Accounting from Rutgers University, an MBA from Fairleigh Dickinson University, and is a CPA (NY) . Flowers’ recent baseline performance: fiscal 2024 net sales $5.103B, net income $248.1M, adjusted EBITDA $538.5M, diluted EPS $1.17; long-term goals target 1–2% annual net sales growth, 4–6% adjusted EBITDA growth, and 7–9% adjusted EPS growth . Say-on-pay support was >98% in 2024, indicating strong shareholder endorsement of the compensation framework he will be subject to .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Total Wine & More | Chief Financial Officer | Sep 2024 – Mar 2025 | Led finance at large private multi‑billion retailer; broadened exposure to retail operations . |
| ODP Corporation | EVP & Chief Financial Officer | Jul 2020 – Sep 2024 | Public-company CFO; oversaw strategy, real estate, procurement, M&A, IT alongside core finance . |
| ABM Industries | EVP & Chief Financial Officer | 2015 – Jul 2020 | Public-company CFO; delivered shareholder value, managed broad finance and operational disciplines . |
| ABM Industries | SVP, M&A and Treasurer | 2012 – 2015 | Led M&A and treasury; capital markets execution . |
| ABM Industries | VP & Treasurer | 2009 – 2011 | Corporate treasury leadership . |
| CA Technologies | Executive finance roles | 2005 – 2009 | Enterprise software finance leadership . |
| Ernst & Young | Manager | 2001 – 2005 | Public accounting foundation . |
External Roles
No public-company board roles disclosed in the appointment release/8‑K .
Fixed Compensation
| Element | Terms | Amount / Target | Notes |
|---|---|---|---|
| Base salary | Initial annual rate | $785,000 | Effective 1/1/2026 . |
| Target annual bonus | % of base (from FY 2026) | 100% | Subject to company incentive plan metrics . |
| Target LTI (annual) | % of base (from FY 2026) | 210% | Mix of performance shares and RSUs . |
| Special RSU grant | Time-based, 4 tranches | $1,400,000 grant-date value | Vests in 4 equal annual installments beginning 1/5/2027 . |
| Sign-on cash | Lump sum | $50,000 | Repayable if voluntary resignation before 1‑year anniversary . |
| Consulting (pre-start) | Oct 20–Dec 31, 2025 | $375/hour; up to 30 hrs/week | Bridges to start date . |
| Relocation | By Aug 31, 2026 | Company policy benefits | Pro‑rata repayment if voluntary termination/for cause within 24 months . |
Performance Compensation
| Program | Metric | Weighting | Target/Scale | Actual/Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive (company framework) | Adjusted EBITDA | 70% | Threshold 85%; Target 100%; Max 115% achievement | Final payout % based on weighted score; ±20% individual performance adjustment possible; 2024 payout 97.9% for EBITDA component . | Paid after committee certification and 10‑K filing . |
| Annual cash incentive (company framework) | Net Revenue | 30% | Threshold 90%; Target 100%; Max 110% achievement | 2024 payout 93.4% for revenue component; combined final payout 96.6% . | As above . |
| LTI – Performance Shares (ROIC-based) | ROIC vs WACC | 35% of total LTI (half of PSUs) | <150 bps = 0%; 150 bps = 50%; 300 bps = 100%; ≥450 bps = 150%; linear interpolation | Designed to focus on returns exceeding cost of capital; performance period 12/31/2023–1/2/2027 . | Vests after performance certification; double-trigger acceleration on change of control if not assumed or upon qualifying termination . |
| LTI – Performance Shares (TSR-based) | Relative TSR vs peer group | 35% of total LTI (half of PSUs) | <30th pct = 0%; 30th = 50%; 50th = 100%; 70th = 150%; ≥90th = 200%; averaged across final 4 quarters | TSR peer group includes 16 packaged food peers (e.g., General Mills, Hershey, Kellanova); averaged quarterly payouts; overall threshold 12.5% . | Vests after 3-year TSR period; double-trigger acceleration as above . |
| LTI – RSUs (time-based) | Service | 30% of total LTI | N/A | Aligns retention with market practice | Vests in three equal annual installments; death/disability full vest; certain retirements full vest after 1 year; double-trigger on change of control . |
Equity Ownership & Alignment
| Item | Policy / Status |
|---|---|
| Stock ownership guideline (CFO) | 3x base salary; executives must retain at least 75% of net shares from vesting until compliance achieved . |
| Anti-hedging | Hedging prohibited for executives/directors per insider trading policy . |
| Clawbacks | NYSE/SEC-compliant mandatory clawback for restatements; supplemental discretionary clawback for detrimental activity or errors (covers cash and equity) . |
| Pledging | Not specifically disclosed in proxy; insider trading policy highlights anti-hedging . |
| Beneficial ownership | Not disclosed for Mr. Scaglione at appointment; new hire subject to ownership guidelines . |
Employment Terms
| Term | Provision |
|---|---|
| Start date / role | CFO effective 1/1/2026; principal financial and accounting officer . |
| Consulting bridge | Oct 20–Dec 31, 2025; $375/hr up to 30 hrs/week . |
| Relocation | To near Thomasville, GA offices by 8/31/2026; reimbursement of reasonable travel pre‑move; relocation benefits; pro‑rata repayment if voluntary termination/for cause within 24 months . |
| Change-of-control cash severance | Double-trigger; 2x base salary + 2x target annual bonus for CFO; 18 months health premium equivalent; up to $25,000 outplacement; “best net” excise tax mitigation; policy cap of 2.99x without shareholder approval . |
| Change-of-control definitions/protection window | CoC defined at 35% beneficial ownership, asset sale/merger (<60% post-vote), board turnover, or liquidation; protection for 2 years post‑CoC and certain terminations within 6 months pre‑CoC; release required . |
| Restrictive covenants | 1-year non-compete with successor, 2-year non‑solicit; non‑disclosure and non‑disparagement . |
Compensation Committee Analysis
- Independent Compensation & Human Capital Committee (Lewis chair; Casey, Chubb, Stith members) with Meridian as independent consultant; annual tally sheet reviews and market benchmarking including Willis Towers Watson data; pay set around size‑adjusted median with heavy performance-based mix .
- No employment agreements; multiple clawbacks; double-trigger equity vesting on change of control; anti‑hedging; stock ownership guidelines .
Vesting Schedules and Potential Selling Pressure
| Award | Grant mechanics | Vesting dates | Notes |
|---|---|---|---|
| Annual RSUs (from FY 2026 LTI) | 30% of LTI value; shares determined by grant-date price | 3 equal annual tranches from grant date | Death/disability full vest; certain retirement after 1 year full vest; double‑trigger CoC vesting . |
| Annual Performance Shares (ROIC/TSR) | 70% of LTI value split equally | ROIC period 12/31/2023–1/2/2027; TSR period 1/1/2024–12/31/2026 | Payout depends on ROIC vs WACC and TSR percentile vs peer group; double‑trigger CoC vesting . |
| Special RSU award | $1.4M grant; time-based | 4 equal tranches beginning 1/5/2027 | Retention-oriented; time-based only . |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 98% of votes cast, signifying strong support for the company’s pay-for-performance design .
Investment Implications
- Alignment: High at‑risk mix (100% bonus target; 210% LTI) and stringent stock ownership guideline (3x salary) support shareholder alignment; clawbacks and anti‑hedging reduce governance risk .
- Retention: Special $1.4M RSU and relocation package indicate meaningful retention incentives; RSU tranches (including 2027–2030 for special grant) create identifiable vesting windows that can coincide with potential Form 4 activity and modest near‑term selling pressure typical of time‑based awards .
- Change-of-control economics: CFO protected by double‑trigger 2x cash severance plus benefits; equity accelerates on non‑assumption or qualifying termination—supporting management stability but limiting windfall risk via policy cap (2.99x) and “best net” tax treatment .
- Performance rigor: Annual incentives emphasize adjusted EBITDA (70%) and net revenue (30%) with capped scales; LTI metrics on ROIC vs WACC and relative TSR against a defined peer set indicate robust performance linkage and potential upside if strategic initiatives (portfolio optimization, Simple Mills acquisition) drive margins and growth .