George E. Deese
FLOWERS FOODSAbout George E. Deese
George E. Deese is an independent director of Flowers Foods (FLO), age 79, and has served on the board since 2004. He is the company’s former Chairman and CEO, with a more than 50‑year operating career at Flowers focused on M&A‑led growth, geographic expansion, and building the Nature’s Own brand . He is currently not assigned to any board committee . The board determined in February 2025 that he is independent; in doing so it reviewed a family employment relationship and concluded he had no material interest in it .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flowers Foods, Inc. | Non‑Executive Chairman | Jan 2015 – May 2023 | Board leadership; succession continuity |
| Flowers Foods, Inc. | Executive Chairman | May 2013 – Dec 2014 | Oversight during transition period |
| Flowers Foods, Inc. | Chief Executive Officer | Jan 2004 – May 2013 | Drove revenue growth via M&A, expansion, Nature’s Own brand development |
| Flowers Foods, Inc. | President & COO | May 2002 – Jan 2004 | Operations leadership |
| Flowers Bakeries (Flowers Foods subsidiary) | President & COO | 1983 – May 2002 | Long‑tenured operations head |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | Other public company boards: None disclosed | — | — |
Additional industry leadership noted in biography (GMA, American Bakers Association, Quality Bakers of America), illustrating sector network and policy influence .
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent (affirmed Feb 2025); board considered a family employment relationship and found no material interest |
| Committee assignments | None (not a member of Audit, Compensation & Human Capital, Finance, or Nominating/Corporate Governance) |
| Attendance | Board held 8 meetings in fiscal 2024; no incumbent director attended fewer than 75% of board and committee meetings on which they served |
| Board leadership | Chair/CEO roles combined in 2023 (A. Ryals McMullian). Independent Presiding Director (Thomas C. Chubb III) presides over executive sessions and approves agendas/schedules |
| Governance policies | Robust stock ownership guidelines; anti‑hedging policy; multiple clawback policies |
| Committee meeting counts (FY24) | Audit: 8; Compensation & Human Capital: 4; Finance: 4; Nominating/Corporate Governance: 5 |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Presiding Fees ($) | Notes |
|---|---|---|---|
| 2024 | 100,000 | — | Standard non‑employee director retainer; directors may elect to defer cash into stock or EDCP |
Program structure (FY24):
- Annual cash retainer: $100,000; Committee chair retainers: Audit $25,000 (incl. member retainer), Compensation $20,000, Nominating/Gov $15,000, Finance $15,000; Audit member retainer: $10,000; Presiding Director retainer: $25,000 .
- Cash retainers can be deferred into deferred stock or into the EDCP interest‑bearing account .
Performance Compensation (Director Equity)
| Year | Equity Type | Grant Value ($) | Vesting | Instrument Details |
|---|---|---|---|---|
| 2024 | Deferred stock (time‑based) | 155,118 | Generally vests at 2025 annual meeting | Shares computed from $155,000 grant target; directors may also hold additional deferred stock via retainer deferral elections |
Additional equity detail:
- Deese had 6,570 deferred stock shares outstanding (vested and non‑vested; includes any retainer deferral stock) as of Dec 28, 2024 .
- Beneficial ownership table notes 5,475 deferred stock shares that would be distributed if service ended on March 6, 2025 (beneficial ownership definition context) .
Director equity is time‑vested deferred stock; no director performance metrics apply to director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed for Deese |
| Board interlocks | Separate familial relationship disclosed among other directors (McFadden is nephew of Wood), not involving Deese |
Expertise & Qualifications
- Executive leadership; Food/consumer products industry; M&A; Brand management & sales .
- Track record at Flowers includes revenue and shareholder value growth via acquisitions, geographic expansion, and brand development (Nature’s Own) .
Equity Ownership
| Holder/Category | Shares (#) | % of Class | Notes |
|---|---|---|---|
| George E. Deese – total beneficial ownership (as of Mar 6, 2025) | 3,071,091 | 1.45% | Includes multiple indirect interests and deferred stock per footnotes |
| Spouse (disclaimed beneficial ownership) | 50,301 | — | Included in Deese’s line with disclaimer |
| Family LLC (shared voting/dispositive power) | 675,000 | — | Included in Deese’s line |
| Ten family trusts (shared voting/dispositive power) | 314,678 | — | Included in Deese’s line |
| Deferred stock (distributable upon separation as of 3/6/2025) | 5,475 | — | Included in Deese’s line |
| Deferred stock outstanding (vested and non‑vested) at 12/28/2024 | 6,570 | — | Director compensation stock holdings table |
Ownership alignment and policies:
- Non‑employee directors must hold shares equal to 6× the annual cash retainer; all non‑employee directors with ≥5 years of service were in compliance as of March 6, 2025 .
- Anti‑hedging policy applies to outside directors .
Governance Assessment
- Strengths: Deep operating and M&A expertise; high ownership alignment (1.45% beneficial ownership); independence affirmed despite a family employment relationship; no committee memberships limit conflict exposure; strong governance framework (clawbacks, anti‑hedging, stock ownership guidelines) .
- Board effectiveness context: Combined Chair/CEO mitigated by an empowered Independent Presiding Director and fully independent committees; robust meeting cadence and director attendance (no <75%) support oversight quality .
- Compensation alignment: Director pay balanced toward equity via annual deferred stock; no director performance metrics, reducing risk of pay/performance misalignment for directors; say‑on‑pay support for executives was >98% in 2024, indicating broad investor confidence in compensation governance .
- Potential conflicts and RED FLAGS: Related‑party exposure through son‑in‑law employment (plant manager; FY24 comp $293,282) — disclosed, reviewed, and approved by the full board; independence reaffirmed after review (mitigant: not on sensitive committees). Monitor for any expansion of related‑party dealings or changes in role/compensation of the family member .
Related‑party details: Chris Mulford (Deese’s son‑in‑law) employed by a subsidiary; FY24 total compensation $293,282; transactions reviewed by Audit Committee and approved by the full board per policy .
Independence review: Board determined Deese remains independent after considering the family employment relationship .