Melvin T. Stith, Ph.D.
FLOWERS FOODSAbout Melvin T. Stith, Ph.D.
Independent director of Flowers Foods (FLO), age 78, serving since 2004. Former Interim President of Norfolk State University and Dean Emeritus of the Whitman School of Management at Syracuse University, with prior leadership at Florida State University’s College of Business. Stith is affirmed independent by the Board’s annual review and brings brand management, human capital, and corporate governance expertise to FLO’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk State University | Interim President | 2018–2019 | Academic leadership; public-sector governance experience |
| Syracuse University (Whitman School) | Dean; Professor of Marketing; Dean Emeritus | Dean 2005–2013; Professor 2013–2015; Dean Emeritus ongoing | Brand management and corporate governance perspective |
| Florida State University (College of Business) | Dean; Jim Moran Professor of Business Administration; Chair, Marketing | 1985–2004 | Executive leadership and human capital development |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Aflac Incorporated (NYSE) | Director | 2012–2022 | Public company governance experience |
| Synovus Financial Corp. (NYSE) | Director | 1998–2019 | Financial services oversight |
| Keebler Foods Company (NYSE) | Director | 1999–2001 | Packaged foods sector experience |
Board Governance
- Committees: Compensation & Human Capital; Nominating/Corporate Governance .
- Independence: Affirmed independent in February 2025; only CEO McMullian is non-independent .
- Attendance: Board held 8 meetings in fiscal 2024; no incumbent director attended fewer than 75% of aggregate board and committee meetings; all directors attended the May 23, 2024 annual meeting .
- Committee activity: 2024 meetings—Audit 8; Compensation & Human Capital 4; Finance 4; Nominating/Corporate Governance 5 .
- Compensation committee interlocks: None—no member (including Stith) was an officer/former officer or had related-party transactions requiring disclosure; no reciprocal executive-director roles with other companies’ comp committees .
- Board leadership: Combined Chair/CEO with an independent Presiding Director (Thomas C. Chubb III) who leads executive sessions and sets agendas; committees fully independent .
Fixed Compensation
Company program for non-employee directors (2024):
| Compensation Element | 2024 Program |
|---|---|
| Annual Cash Retainer | $100,000 |
| Committee Chair Retainers | Audit: $25,000; Compensation: $20,000; Nominating/Gov: $15,000; Finance: $15,000 |
| Audit Committee Member Retainer | $10,000 |
| Presiding Director Retainer | $25,000 |
| Annual Stock Award (Deferred Stock) | $155,000 grant date value (grant-date fair value $155,118); generally vests at 2025 annual meeting |
| Deferral Options | May convert cash retainers to deferred stock or defer into EDCP; Omnibus Plan cap $750,000/year |
| Ownership Guidelines | Non-employee directors must hold ≥6x annual board retainer; compliance required within 5 years |
Dr. Stith’s actual 2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Change in Pension/Nonqualified DC Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Melvin T. Stith, Ph.D. | 100,000 | 155,118 | — | — | 255,118 |
Vesting and deferral details:
- Annual stock award computed from $155,000 divided by closing price on grant date; vesting generally at 2025 annual meeting .
- Directors may elect deferred stock for cash retainer (pro rata vesting over one year) or defer cash into EDCP (interest-bearing) .
- All non-employee directors with ≥5 years of service were in compliance with stock ownership guidelines as of March 6, 2025 .
Performance Compensation
- Non-employee directors do not receive performance-based cash bonuses, stock options, or performance share awards; compensation consists of fixed cash retainers and deferred stock grants with standard vesting—no director performance metrics disclosed .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Stith |
| Prior public company boards | Aflac (2012–2022); Synovus (1998–2019); Keebler Foods (1999–2001) |
| Committee interlocks | None for Compensation & Human Capital Committee members (incl. Stith) in 2024 |
| Related-party transactions | None disclosed for Stith; related-party employment disclosed for relatives of other executives/directors reviewed and approved by the Board |
Section 16 compliance:
- Company states all Section 16 filing requirements were satisfied in 2024, except specific late Form 4s for named executives; no late filing noted for Stith .
Expertise & Qualifications
- Key experience: Public company board/corporate governance; brand management & sales; human capital management; academic perspective from senior university leadership .
Equity Ownership
| Metric | Dec 28, 2024 | Mar 6, 2025 |
|---|---|---|
| Deferred stock outstanding (vested + non-vested) | 113,412 shares | 105,597 shares would be distributed upon separation |
| Total beneficial ownership | — | 153,679 shares; <1% of class |
| Shares outstanding basis | — | 211,129,790 shares outstanding |
| Ownership guidelines status | — | All non-employee directors with ≥5 years compliant as of Mar 6, 2025 |
Policies influencing alignment:
- Anti-hedging policy applicable to executives and outside directors .
- Robust stock ownership guidelines for directors (6× annual retainer) .
Governance Assessment
-
Strengths:
- Independent director with long tenure and leadership on key governance and compensation committees .
- Strong ownership alignment via significant deferred stock balance; director ownership guidelines met for seasoned directors .
- No compensation committee interlocks; no related-party transactions disclosed for Stith .
- Board-level governance practices include independent presiding director, fully independent committees, anti-hedging policy, and multiple clawbacks for incentive compensation (executive-focused) .
- Shareholder support: 98% say-on-pay approval at 2024 annual meeting, signaling confidence in compensation oversight .
-
RED FLAGS:
- Board leadership remains combined Chair/CEO (mitigated by independent Presiding Director with meaningful authorities); shareholders proposed an independent chair policy at the 2025 meeting, which the Board opposed—an ongoing governance topic to monitor .
- No personal attendance percentages disclosed per director; only aggregate compliance (>75% threshold) reported .
-
Implications:
- Stith’s committee roles place him at the center of executive pay and governance oversight—his continued independence and engagement support investor confidence in pay-for-performance and governance processes .
- Significant director equity holdings and adherence to ownership policies enhance alignment, while the independent presiding director framework offsets risks from combined Chair/CEO structure .