James T. Spear
FLOWERS FOODSAbout James T. Spear
Independent director at Flowers Foods since 2015; age 70. Retired EVP & CFO of Cadence Health (2006–2012), former VP Finance at Keebler Foods (1992–2001), and independent advisor (2012–2022). Serves as Audit Committee Chair and Finance Committee member; designated an SEC “audit committee financial expert.” Former CPA and CMA with deep finance, accounting, capital markets, M&A, investor relations, and food industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadence Health | Executive Vice President & Chief Financial Officer | 2006–2012 | Finance/accounting leadership; market-facing and capital markets experience |
| Keebler Foods Company | Vice President Finance | 1992–2001 | Part of executive team that led turnaround, completed IPO, and operated company until sale to Kellogg |
| Self-Employed | Independent Advisor | 2012–2022 | Compliance and risk oversight experience; service on private/non-profit boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current or prior public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Finance Committee member; independent director .
- Audit Committee composition and qualifications: Board determined all audit members independent; Spear and Wood are “audit committee financial experts” under SEC rules; committee oversees financial reporting integrity, auditor independence/performance, internal audit, ERM, IT security risk, environmental/sustainability disclosures .
- Meetings and attendance: Board met 8 times in FY2024; Audit Committee 8; Finance Committee 4; no incumbent director attended fewer than 75% of combined board and committee meetings; all directors attended the May 23, 2024 annual meeting .
- Independence: Board (on NCGC recommendation) affirmed independence for all directors except CEO; Spear is independent .
- Auditor oversight signal: Audit Committee met eight times with PwC in 2024; reviewed independence, non-audit services pre-approval, engagement partner rotation, audit quality and PCAOB reports; recommended continued retention of PwC (auditor tenure 56 years) .
Fixed Compensation (Director Cash – Fiscal 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 100,000 | Standard non-employee director retainer |
| Audit Committee Chair Retainer | 25,000 | Includes audit member retainer |
| Total Fees Earned (Cash) | 125,000 | As disclosed in Director Compensation Table |
Additional program features: Directors may defer cash retainers to deferred stock or to EDCP interest-bearing accounts; Omnibus Plan caps annual non-employee director compensation at $750,000 (grant-date fair value) .
Performance Compensation (Equity – Fiscal 2024)
| Element | Amount ($) | Vesting/Structure | Shares/Units |
|---|---|---|---|
| Annual Stock Award (Deferred Stock) | 155,118 | Generally vests on date of 2025 annual meeting; shares computed by dividing $155,000 by closing price on grant date, rounded to nearest 10 shares | Not individually disclosed for Spear; program-level mechanics provided |
| Deferred Stock Outstanding (vested and non-vested) | — | As of Dec 28, 2024 | 42,857 |
| Nonqualified Deferred Comp (above-market earnings) | — | Fiscal 2024 | $0 for Spear |
Other Directorships & Interlocks
| Counterparty | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public company directorships for Spear; no related-party transactions involving Spear disclosed . |
Board-level relationship note: W. Jameson McFadden is the nephew of C. Martin Wood III (not involving Spear) .
Expertise & Qualifications
- Finance/accounting leadership, capital markets, IPO/M&A execution (Keebler turnaround, IPO, sale to Kellogg) .
- SEC-designated audit committee financial expert; former CPA and CMA .
- Food/consumer products industry experience; investor relations; ERM and compliance oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 102,753 |
| Deferred Stock included in beneficial ownership (deliverable upon separation) | 11,218 |
| Shares Outstanding (as of Mar 6, 2025) | 211,129,790 |
| Ownership as % of Shares Outstanding | ~0.0487% (102,753 / 211,129,790) |
| Compliance with Director Ownership Guidelines | In compliance (directors with ≥5 years of service compliant as of Mar 6, 2025; guideline = 6x annual board retainer) |
Stock ownership guidelines allow direct, certain indirect, and all vested/unvested deferred stock to count toward compliance; five-year window to meet; anti-hedging policy applies to executives and outside directors .
Shareholder Voting Support (Director Elections)
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 173,617,958 | 606,024 | 249,884 | 20,052,604 |
| 2025 | 176,511,945 | 2,088,427 | 446,482 | 16,379,540 |
Say-on-pay (advisory): 2025 For 172,122,146; Against 5,465,364; Abstain 1,459,344; passed; 2024 For 171,768,770; Against 2,376,388; Abstain 328,708; passed .
Governance Assessment
- Board effectiveness and independence: Spear strengthens audit oversight as Chair and SEC “financial expert”; board and audit committee independence affirmed; robust ERM, IT security, and sustainability risk oversight in audit charter .
- Engagement/attendance: Strong engagement signals—no incumbent <75% attendance; all directors attended 2024 annual meeting; Spear sits on two committees with meaningful activity (Audit 8 meetings; Finance 4) .
- Compensation and alignment: Balanced director pay—cash retainer plus equity (deferred stock) with vesting aligned to shareholder meeting; ability to defer cash to stock enhances alignment; Omnibus cap mitigates pay inflation; anti-hedging policy and ownership guideline (6x retainer) reinforce alignment; Spear compliant .
- Conflicts/related party: Proxy discloses related-party employment for other insiders; no Spear-related transactions disclosed; audit/NCGC policies require review and mitigation of conflicts .
- Investor confidence signals: Consistent majority support in director elections; strong say-on-pay approvals; audit committee active oversight of long-tenured auditor with independence safeguards and partner rotation, mitigating tenure risk .
RED FLAGS to monitor
- Auditor tenure (PwC auditing for 56 years) can pose perceived independence risk; mitigations noted (pre-approval controls, partner rotation, independence review) but worth continued scrutiny .
- Familial relationship on board (McFadden/Wood) not involving Spear; general oversight remains important to avoid influence channels .