Joanne D. Smith
FLOWERS FOODSAbout Joanne D. Smith
Retired Executive Vice President & Chief People Officer of Delta Air Lines, Inc.; age 66; Flowers Foods director since 2023; currently serves on the Audit and Finance Committees and is classified as an independent director. Effective immediately following the 2025 annual meeting, she will transition to the Compensation and Human Capital Committee and the Nominating/Corporate Governance Committee, reflecting a broadened governance remit aligned with her human capital expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines, Inc. | Executive Vice President & Chief People Officer | 2014–2024 | Oversaw talent management and development, recruitment, HR service delivery, and HR policies/programs |
External Roles
| Company/Organization | Role | Tenure | Committees |
|---|---|---|---|
| — | Other public company boards: None | — | — |
Board Governance
- Independence: Independent director; “Other Public Boards: None,” reducing overboarding risk .
- Committee memberships: Audit and Finance (current); moves to Compensation & Human Capital and Nominating/Corporate Governance effective immediately after the 2025 annual meeting .
- Attendance and engagement: Board held eight meetings in fiscal 2024; no incumbent director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Governance framework: Independent presiding director; fully independent board committees; robust stock ownership guidelines for outside directors; anti-hedging policy; multiple clawback policies; annual elections and majority voting standard .
- Compensation oversight: The nominating/corporate governance committee reviews director compensation with Meridian as independent consultant; 2024 review resulted in no changes to the program .
- Compensation committee interlocks: In 2024, compensation committee members had no related party transactions requiring Item 404 disclosure and none were company officers/employees .
- Relationship note (board-level): W. Jameson McFadden is the nephew of C. Martin Wood III (not related to Smith) .
| Period | Committee Assignments |
|---|---|
| FY2024 (current) | Audit; Finance |
| Post–2025 Annual Meeting | Compensation & Human Capital; Nominating/Corporate Governance |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $110,000 |
| Change in pension value and nonqualified deferred compensation earnings (EDCP “above market”) | $115 |
| Total cash-related amounts | $110,115 |
| Annual stock award (grant-date fair value, ASC 718) | $155,118 |
| Total | $265,233 |
Director pay program elements (FY2024):
| Compensation Element | Program Value |
|---|---|
| Annual Cash Retainer | $100,000 |
| Audit Committee Member Retainer | $10,000 (includes audit member retainer) |
| Committee Chair Retainers | Audit $25,000; Comp & HC $20,000; Nominating/CG $15,000; Finance $15,000 |
| Presiding Director Retainer | $25,000 |
| Annual Stock Award | $155,000 (grant-date fair values were $155,118 in 2024) |
Deferral elections (FY2024):
- Smith elected to defer 100% of her audit committee member retainer fees into the EDCP and converted 100% of her annual board retainer to deferred stock, receiving 4,442 shares; such deferred stock vests pro rata over one year and is delivered with accumulated dividends at the designated time .
Performance Compensation
- Director equity is time-based deferred stock (not performance-based). The annual stock award generally vests on the date of the 2025 annual meeting; deferrals from retainer elections vest pro rata over one year. No director performance metrics (e.g., ROIC/TSR) are tied to non-employee director pay; those metrics apply to executive Performance Shares, not the board .
FY2024 director equity details (Smith):
| Item | Detail |
|---|---|
| Annual stock award (grant-date fair value) | $155,118 (ASC 718) |
| Deferred stock outstanding (vested and non-vested) as of Dec 28, 2024 | 11,012 shares |
| Shares from retainer conversion (FY2024) | 4,442 shares |
| Vesting – retainer conversion stock | Pro rata over one year from grant date |
| Vesting – annual director stock award | Generally vests at the 2025 annual meeting |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| — | Other public boards: None | — | — |
Board-level relationship:
- McFadden is the nephew of Wood III (contextual governance consideration; not linked to Smith) .
Expertise & Qualifications
- Executive leadership; brand management & sales; human capital management, consistent with career as EVP & CPO; skills matrix confirms competencies .
Equity Ownership
| As of March 6, 2025 | Shares | Percent of Class |
|---|---|---|
| Beneficial ownership (Smith) | 20,235 | * |
Supporting details:
- Deferred stock (vested and non-vested) outstanding as of Dec 28, 2024: 11,012 shares .
- Percent of class is based on 211,129,790 shares outstanding (company-wide basis) .
Stock ownership guidelines for non-employee directors:
| Requirement | Grace Period | Compliance Statement |
|---|---|---|
| Own shares with value ≥ 6× annual cash retainer | 5 years to comply | All non-employee directors with ≥5 years of service were in compliance as of March 6, 2025 |
Policies relevant to alignment:
- Anti-hedging policy applies to executives and outside directors; multiple clawback policies in place .
Governance Assessment
- Positive signals: Independent status; strong attendance and annual meeting participation; move to Compensation & Human Capital and Nominating/Corporate Governance committees enhances oversight relevance to her expertise; robust stock ownership guidelines and anti-hedging/clawback policies; director compensation reviewed by independent consultant; high 2024 say-on-pay support (>98%), indicating investor confidence in pay governance .
- Alignment indicators: Significant use of deferred stock (100% of annual retainer converted) and EDCP deferrals demonstrate long-term alignment and share retention behavior; statutory beneficial ownership is disclosed and deferred stock balances are transparent .
- Watch items: Family relationship elsewhere on board (McFadden/Wood) is a board-level governance consideration; director equity is time-based rather than metric-based (typical for boards), so performance incentives for directors are limited by design .