Margaret G. Lewis
FLOWERS FOODSAbout Margaret G. Lewis
Independent director of Flowers Foods, Inc. (FLO), age 71, serving since 2014; former President of HCA Healthcare’s Capital Division, with prior senior operating roles including CEO and COO of CJW Medical Center and Chief Nursing Officer in HCA’s Richmond Division. She brings executive leadership and human capital management expertise and serves as Chair of the Compensation and Human Capital Committee and as a member of the Nominating/Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCA Healthcare | President, Capital Division | 2004–2013 | Executive decision-making; human capital management |
| HCA Healthcare (CJW Medical Center) | CEO | 2001–2004 | Hospital leadership; operations oversight |
| HCA Healthcare (CJW Medical Center) | COO | Not specified | Operations leadership |
| HCA Healthcare (Richmond Division) | Chief Nursing Officer | Not specified | Clinical operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.P. Carey Inc. (NYSE) | Director; Chair, Nominating & Corporate Governance Committee | 2017–present | Corporate governance leadership; oversight |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital; Member, Nominating/Corporate Governance .
- Independence: Affirmed independent (annual review Feb 2025) .
- Board structure: Combined CEO/Chair since 2023; Independent Presiding Director (Thomas C. Chubb III) with robust authorities .
- Meetings and attendance: Board met 8 times in FY2024; committees met Audit 8, Comp & Human Capital 4, Finance 4, Nominating 5; no incumbent director attended fewer than 75% of combined board and committee meetings; all directors attended the 2024 annual meeting .
- Governance policies: Anti-hedging policy for executives and outside directors; robust stock ownership guidelines; fully independent board committees; multiple clawback policies .
Fixed Compensation
| Component | 2024 Amount/Terms | Source |
|---|---|---|
| Annual Cash Retainer | $100,000 | |
| Committee Chair Retainer (Compensation) | $20,000 | |
| Equity – Annual Stock Award | $155,118 (grants computed from $155,000 target; vests at 2025 annual meeting) | |
| Total Fees Earned or Paid in Cash (Lewis) | $120,000 | |
| Total Stock Awards (Lewis) | $155,118 | |
| Change in Pension Value/EDCP Above-Market Earnings (Lewis) | $6,260 | |
| Total Director Compensation (Lewis) | $281,378 |
Additional program details:
- Directors may defer cash retainers into (a) deferred stock under the Omnibus Plan (pro-rata vesting over one year), or (b) interest-bearing EDCP accounts; Omnibus Plan non-employee director annual compensation cap is $750,000 .
- 2024 annual stock award generally vests on the 2025 annual meeting date (May 22, 2025) .
Performance Compensation
As Compensation & Human Capital Committee Chair, Lewis oversees pay-for-performance programs for executives. 2024 annual incentives used two measures with outcomes shown below; no individual performance adjustments were applied in 2024 .
| Performance Measure | Weight | Threshold (30% payout) | Target (100%) | Maximum | 2024 Actual Payout | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | 85% of goal | 100% | 115% | 97.9% | 68.53% |
| Net Revenue | 30% | 90% of goal | 100% | 110% | 93.4% | 28.02% |
| Final Payout | — | — | — | — | 96.6% | 96.6% |
Program design highlights:
- Performance metrics and weights: Adjusted EBITDA (70%), Net Revenue (30%); payout scale widened to better align with market .
- Clawbacks: NYSE/SEC-compliant mandatory recoupment policy adopted Nov 16, 2023; supplemental clawback covers detrimental activity and calculation/data errors, including pre-Oct 2, 2023 awards .
- Long-term incentives (2024): 70% Performance Shares (50% ROIC, 50% TSR) and 30% RSUs; ROIC goals set lower than 2023 due to macro headwinds; TSR vesting based on peer percentile averaging final four quarters .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| W.P. Carey Inc. | Current public company board; Chair, Nominating & Corporate Governance | No disclosed related-party transactions with FLO; Independence upheld . |
No Compensation Committee interlocks: 2024 committee members (Lewis, Casey, Chubb, Stith) had no relationships requiring Item 404 disclosure; no reciprocal executive board overlaps disclosed .
Expertise & Qualifications
- Executive leadership; human capital management; corporate governance from HCA and public board service .
- Board skills matrix: Human Capital Management and Public Company Board/Corporate Governance marked for Lewis .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial Ownership (shares) | 81,908 | |
| Percent of Class | <1% (asterisk) | |
| Deferred Stock Outstanding (vested + non-vested, incl. deferrals) | 6,570 shares | |
| Deferred Stock (distributable if separated as of Mar 6, 2025) | 5,475 shares | |
| Director Stock Ownership Guideline | ≥6x annual cash retainer; compliance for all directors with ≥5 years service as of Mar 6, 2025 | |
| Anti-hedging policy | Applies to executives and outside directors |
No pledging disclosed; no loans; no related-party transactions involving Lewis disclosed .
Governance Assessment
- Board effectiveness and independence: Lewis is an independent director and serves as Chair of a fully independent Compensation & Human Capital Committee with clear oversight responsibilities, use of an independent consultant (Meridian), and annual risk reviews (concluded compensation policies not likely to cause material adverse effect; Feb 2025) .
- Pay-for-performance alignment: 2024 annual incentives paid at 96.6% on near-target Adjusted EBITDA and Net Revenue; LTI heavily performance-based (70% Performance Shares with ROIC and TSR) with updated scales reflecting macro headwinds, plus RSUs added for retention balance .
- Shareholder support: 2024 Say-on-Pay passed with >98% approval; committee continued similar principles afterward .
- Ownership alignment: Robust director ownership guidelines (≥6x cash retainer) and anti-hedging policy; Lewis’ beneficial ownership and deferred stock indicate alignment; directors with ≥5 years are in compliance .
- Conflicts and related parties: No conflicts identified for Lewis; company disclosed two related-party employment relationships unrelated to Lewis and reviewed/approved them by the full board .
- Risk indicators and red flags: Combined CEO/Chair structure (since 2023) remains; a shareholder proposal sought an independent chair in 2025, which the board opposed citing flexibility and strong Presiding Director role; investors should monitor leadership structure evolution and independence safeguards .
- Attendance and engagement: No director fell below 75% attendance; all attended 2024 annual meeting; Presiding Director participates in shareholder engagement; board maintains direct communication channels .
Overall, Lewis’ role as independent Compensation Committee Chair, strong governance policies (clawbacks, anti-hedging, ownership guidelines), and high say-on-pay support are positive signals for investor confidence. The combined CEO/Chair remains a governance debate point; however, the independent Presiding Director structure and fully independent committees mitigate risk. Continued oversight of performance metrics and retention balance (RSU mix) under her committee is advisable .