Edward J. Casey, Jr.
FLOWERS FOODSAbout Edward J. Casey, Jr.
Independent director of Flowers Foods (FLO) since 2020; age 67. Casey is a former executive leader across government services and identity/security technology, including Executive Chairman of J&J Worldwide Services (sold to CBRE in Feb 2024) and CEO of IDEMIA North America. He currently serves on FLO’s Compensation & Human Capital and Nominating/Corporate Governance committees and has been appointed to become Finance Committee Chair and an Audit Committee member effective after the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J&J Worldwide Services, Inc. | Executive Chairman of the Board | Mar 2022–Feb 2024 | Led a DOD-focused services provider through sale to CBRE (Feb 2024) . |
| IDEMIA (North America) | Chief Executive Officer | Jan 2018–Feb 2021 | Leadership in identity and digital security technologies . |
| Serco Group plc | Acting CEO & COO; previously Chairman & CEO (North America) | 2013–2017; 2005–2013 | Public company leadership, large-scale operations and M&A integration . |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Avenu Insights & Analytics LLC | Board Member | Private | Jul 2024–present . |
| Tyto Athene, LLC | Director | Private | Not disclosed (current) . |
| Talen Energy | Director | Public (NYSE) | 2015–2016 . |
| Serco Group plc | Director | Public (LSE) | 2013–2017 . |
Board Governance
- Independence: Board affirmatively determined Casey is independent under SEC/NYSE standards (Feb 2025) .
- Committees (current): Compensation & Human Capital; Nominating/Corporate Governance .
- Committee changes: Appointed Finance Committee Chair and Audit Committee member effective immediately after the 2025 annual meeting (following C. Martin Wood III’s retirement) .
- Attendance/engagement: Board held 8 meetings in fiscal 2024; no incumbent director attended fewer than 75% of total board and committee meetings; all directors attended the May 23, 2024 annual meeting .
- Compensation Committee Interlocks: 2024 composition included Lewis (Chair), Casey, Chubb, Stith; no interlocks or related-party relationships reported for committee members .
Fixed Compensation (Director)
| Element | FY 2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | 100,000 . |
Program reference (for context): Annual cash retainer $100,000; committee chair retainers—Audit $25,000 (incl. $10,000 member retainer), Compensation & Human Capital $20,000, Nominating/Corporate Governance $15,000, Finance $15,000; Presiding Director retainer $25,000 .
Performance Compensation (Director Equity)
| Element | Grant details | FY 2024 Value ($) | Vesting |
|---|---|---|---|
| Annual deferred stock award | Non-employee director equity grant | 155,118 | Generally vests at the 2025 annual meeting . |
| Deferred stock outstanding | Vested + non-vested (as of Dec 28, 2024) | 6,570 shares | As disclosed; includes deferrals of cash retainers . |
Notes on plan design: Non-employee directors can defer cash retainers into deferred stock or into the EDCP; annual director equity is targeted at $155,000 and vests on the next annual meeting date .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| Talen Energy (NYSE) | Director (2015–2016) | No FLO compensation committee interlocks disclosed; no related-party transactions involving Casey disclosed . |
| Serco Group plc (LSE) | Director (2013–2017) | Same as above . |
Expertise & Qualifications
- Executive leadership, accounting & finance, M&A, public company governance, innovation/technology, human capital management .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Mar 6, 2025) | 31,745 shares; percent of class “*” (less than 1%) . |
| Deferred stock included in beneficial ownership (Mar 6, 2025) | 5,475 shares . |
| Deferred stock outstanding (Dec 28, 2024) | 6,570 shares . |
| Director stock ownership guideline | 6x annual board retainer (directors have 5 years to comply) . |
| Anti-hedging policy | Prohibits hedging by executives and outside directors . |
Compensation Committee Analysis (context)
- 2024 Compensation & Human Capital Committee members: Lewis (Chair), Casey, Chubb, Stith; all independent; Meridian is the independent consultant; multiple clawback policies in place .
Related-Party Transactions (Conflicts)
- The proxy discloses certain related-party employment relationships (e.g., family members of other directors/executives) but does not list any transactions involving Casey; transactions are reviewed/approved per policy .
Say-on-Pay & Shareholder Feedback (context)
- At the 2024 annual meeting, more than 98% of shares voted supported the company’s named executive officer compensation program .
Governance Assessment
- Strengths: Independent director with deep operating and technology/security experience; active on Compensation and Nominating/Governance, and will assume Finance Chair and Audit member roles—enhancing capital allocation and financial oversight. Strong board practices (independent majorities, stock ownership guidelines, anti-hedging, multiple clawbacks) support alignment and investor protection .
- Alignment: Director pay mix is majority equity (FY 2024: $155,118 equity vs. $100,000 cash), with ability to defer retainer into stock; beneficial ownership of 31,745 shares further aligns interests .
- Risks/Red Flags: No related-party transactions involving Casey and no compensation committee interlocks disclosed; overboarding mitigated by corporate guidelines; Section 16(a) delinquency disclosures in 2024 did not name Casey among late filers .
- Outlook: Transition to Finance Chair and Audit member post-2025 AGM signals board confidence in Casey’s financial oversight; expected incremental chair and audit retainers are modest, preserving alignment via equity-focused director pay .