Rhonda O. Gass
FLOWERS FOODSAbout Rhonda O. Gass
Independent director at Flowers Foods (FLO), age 61, serving since 2016. She is Vice President and Chief Information Officer at Stanley Black & Decker (since 2012) and brings innovation and technology leadership, with prior senior roles at Dell (2001–2012) . She is designated independent by the board and serves on the Audit and Finance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker, Inc. | Vice President and Chief Information Officer | 2012–present | Leads cross-BU IT strategy, delivery/support, security infrastructure; functional transformation (efficiency/effectiveness) |
| Dell | Vice President of Strategy, Technology, and Governance; various positions | 2001–2012 | Technology strategy and governance across roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| W.P. Carey Inc. (NYSE) | Director | March 2024–present | Other FLO director Margaret G. Lewis also serves on W.P. Carey (Chair of Nominating & Corporate Governance) |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member .
- Independence: Affirmatively determined independent under SEC/NYSE and company guidelines (all directors except CEO) .
- Attendance and engagement: Board held 8 meetings in fiscal 2024; no incumbent director attended fewer than 75% of board and applicable committee meetings; all directors attended the May 23, 2024 annual meeting .
- Audit Committee financial expert: Spear and Wood designated; Gass is not designated as the committee’s financial expert .
- Risk oversight linkage: Audit Committee charter includes oversight of IT security risk exposures, ERM, environmental/sustainability disclosures—areas aligned with Gass’s CIO expertise .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 8 |
| Finance | Member | 4 |
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 100,000 | Standard non-employee director retainer |
| Audit Committee Member Retainer | 10,000 | Audit committee member fee |
| Total Fees Earned or Paid in Cash (2024) | 110,000 | As reported in director compensation table |
| Change in Pension Value and NQ Deferred Comp Earnings | 7,209 | EDCP above-market earnings disclosure |
| Deferral Elections | n/a | In 2024, Gass elected to defer 100% of her committee chair retainer fees and 50% of her annual board retainer into the EDCP; she also converted 50% of her annual board retainer to deferred stock (2,221 shares), vesting pro rata over one year |
Performance Compensation
| Equity Component | Grant Value ($) | Vesting | Shares/Balance |
|---|---|---|---|
| Annual Deferred Stock Award (2024) | 155,118 | Generally vests on date of 2025 annual meeting | |
| Deferred Stock Outstanding (vested + unvested, 12/28/2024) | — | — | 46,591 shares |
Stock ownership guidelines for directors: required to hold shares equal to 6x annual board retainer; all non-employee directors with ≥5 years of service were in compliance as of March 6, 2025 (Gass qualifies) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Implication |
|---|---|---|---|
| W.P. Carey Inc. (NYSE) | Director | Margaret G. Lewis (FLO director) also serves on W.P. Carey and chairs its Nominating & Corporate Governance Committee | Information flow across boards; not a commercial conflict (WPC is a net-lease REIT), monitor time/commitments |
Expertise & Qualifications
- Executive leadership and public company board/corporate governance .
- Innovation & Technology (CIO; cybersecurity and IT transformation) .
- Consumer products industry insights via Stanley Black & Decker experience .
- Alignment with Audit Committee oversight of IT security and ERM .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Date |
|---|---|---|---|
| Rhonda O. Gass | 70,584 | * (less than 1%) | As of March 6, 2025 |
| Additional Detail | Value |
|---|---|
| Deferred Stock Outstanding (12/28/2024) | 46,591 shares |
Governance Assessment
- Independence and committee service: Independent director with dual roles on Audit and Finance—positive for oversight breadth; not the designated audit financial expert, but strong technology risk oversight fit .
- Attendance/engagement: Met 75%+ threshold and attended annual meeting—no attendance red flags .
- Ownership alignment: 70,584 shares beneficially owned; robust director stock ownership guidelines (6x retainer) with compliance for tenured directors; anti-hedging policy applies to directors .
- Compensation structure: Balanced cash ($110,000) and equity ($155,118 deferred stock) with EDCP/deferred stock elections, indicating long-term orientation; no director perquisites or tax gross-ups in program .
- Conflicts/related-party: No related-party transactions disclosed involving Gass; board reviews/approves related-party matters per policy .
- Shareholder sentiment: Prior say-on-pay support >98% at 2024 annual meeting—indicates strong compensation/governance endorsement (context for board credibility) .
RED FLAGS: None disclosed specific to Gass (no pledging/hedging, no related-party transactions, attendance acceptable) .
Watch items: Dual external board interlock at W.P. Carey via another FLO director (information flow; time management), continued alignment of Audit Committee’s cybersecurity oversight with CIO role .