Sterling A. Spainhour
FLOWERS FOODSAbout Sterling A. Spainhour
Sterling A. Spainhour was elected to Flowers Foods’ board effective October 1, 2025; he serves on the Audit and Finance Committees, with his initial term expiring at the 2026 annual meeting subject to renomination and shareholder approval . He is Executive Vice President and Chief Legal Officer of Southern Company, overseeing legal, compliance, corporate governance, internal audit, aerial services, and security; prior roles include partner at Jones Day and senior positions at CNN . Education: BA in Political Science (UNC–Chapel Hill), MBA (Duke Fuqua), JD (Duke Law) . The company reported no related-party transactions with Spainhour under Item 404(a) and that he will participate in the non‑employee director compensation program described in the April 8, 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | EVP & Chief Legal Officer; oversees legal, compliance, corporate governance, internal audit, aerial services, security | — | Governance, risk, and audit oversight expertise |
| Jones Day | Partner; corporate/M&A and governance; counsel of record for Flowers filings | Referenced in Flowers filings 2014–2020 | Legal advisor to Flowers in securities and M&A documents |
| CNN | Senior positions (details not specified) | — | Media and corporate communications experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gray Media | Board member | Public (company name per release) | Additional public board experience; specific committees not disclosed |
| High Museum of Art (Atlanta) | Board member | Non‑profit | Community engagement |
| Emory Healthcare Network | Board member | Non‑profit | Health system oversight exposure |
| UNC–Chapel Hill Arts & Sciences Foundation | Board member | Non‑profit | Academic foundation governance |
Board Governance
- Committee assignments: Audit Committee member and Finance Committee member, effective October 1, 2025 .
- Independence and conflicts: Company disclosed no related‑party transactions with Spainhour (Item 404(a)); he will follow the non‑employee director compensation program in the 2025 proxy .
- Board structure context: Flowers combines Chair/CEO with an Independent Presiding Director and fully independent board committees; annual independence determinations were made for 2025 nominees (prior to Spainhour’s election) .
- Meeting cadence and expectations: Board held eight meetings in FY2024; directors are expected to attend board/committee meetings and the annual meeting; 2024 attendance thresholds were met by incumbents (Spainhour joined in 2025) .
Fixed Compensation
Non‑employee director program (as described in 2025 proxy; Spainhour participates per 8‑K):
| Compensation Element | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | May be deferred into EDCP or converted to deferred stock |
| Audit Committee Member Retainer | $10,000 | Separate from chair fees |
| Committee Chair Retainers | Audit $25,000; Comp & HC $20,000; Nom/Gov $15,000; Finance $15,000 | Audit includes member retainer |
| Presiding Director Retainer | $25,000 | Applies to independent presiding director |
| Annual Stock Award (Deferred Stock) | $155,000 | Grant‑date fair value; generally vests at next annual meeting |
| Deferral Options | — | Cash retainers can be deferred into EDCP; or converted to deferred stock; dividends paid upon delivery |
Stock ownership guidelines: non‑employee directors must hold shares equal to 6x annual cash retainer; directors have five years to comply .
Performance Compensation
Director equity awards are deferred stock units that vest time‑based (generally at the next annual meeting); no performance metrics apply to non‑employee director awards in the proxy .
| Feature | Detail |
|---|---|
| Award type | Deferred stock units (DSUs) |
| Grant value (FY2024 program) | $155,118 grant‑date fair value per director |
| Vesting schedule | Generally vests at the 2025 annual meeting (for FY2024 awards) |
| Performance metrics | None for director DSUs (time‑based vesting) |
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure | Notes |
|---|---|---|
| Gray Media | Media; not a Flowers competitor/supplier | No Flowers‑related transactions disclosed |
| High Museum of Art; Emory Healthcare Network; UNC A&S Foundation | Non‑profit governance | No conflicts disclosed |
No arrangements or understandings existed pursuant to which Spainhour was selected as director; no related‑party transactions requiring disclosure were reported .
Expertise & Qualifications
- Legal, M&A, and corporate governance expertise; oversight of internal audit and security at a large regulated utility (Southern Company) .
- Prior law firm partnership (Jones Day) with corporate transactional practice; historical advisory exposure to Flowers .
- Education: UNC BA (Political Science), Duke MBA, Duke JD .
Equity Ownership
| Filing | Date | Class | Beneficial Ownership | Notes |
|---|---|---|---|---|
| Form 3 (Initial) | Oct 2, 2025 | Common | 0 shares | “No securities are beneficially owned.” Filed as Director |
- Hedging/pledging: Anti‑hedging policy applies to outside directors; robust ownership guidelines require 6x cash retainer; directors have five years to comply (Spainhour newly appointed) .
- Deferred stock/EDCP elections: Available under program; director‑specific elections for Spainhour not disclosed .
Governance Assessment
- Positive signals: Appointment adds deep legal, governance, and M&A capability, strengthening Audit and Finance oversight; no related‑party transactions disclosed; participation in an equity‑weighted director pay program with strong ownership guidelines (6x retainer) and anti‑hedging policy aligns interests with shareholders .
- Alignment watchpoints: Initial Form 3 shows zero beneficial ownership at appointment; compliance with ownership guidelines expected within five years .
- Conflict/independence considerations: Historical Jones Day advisory role to Flowers (cited in multiple filings) introduces potential familiarity risk; however, company disclosed no Item 404 related‑party transactions at appointment and independence determinations are conducted under NYSE/SEC standards .
- Board structure: Combined Chair/CEO remains, mitigated by an Independent Presiding Director and fully independent committees; say‑on‑pay support in 2024 (>98%) indicates shareholder confidence in governance and pay practices, though Spainhour joined after that vote .
Insider Trades
| Type | Date | Securities | Transaction Detail |
|---|---|---|---|
| Form 3 | Oct 2, 2025 | Common | Initial statement of beneficial ownership; 0 shares |