Terry S. Thomas
FLOWERS FOODSAbout Terry S. Thomas
Terry S. Thomas, age 55, is Chief Growth Officer at Flowers Foods (FLO) since September 2023, after serving on the company’s board from August 2020 to August 2023 . He holds a BA in Economics from Northwestern University and an MBA from the Kellogg School of Management . Company performance under the current leadership team in FY 2024: net sales $5.103B, net income $248.1M, and adjusted EBITDA $538.5M; adjusted EPS $1.28 and diluted EPS $1.17, reflecting margin expansion amid category headwinds . Annual incentives for 2024 paid out at 96.6% based on adjusted EBITDA and net revenue outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flowers Foods | Chief Growth Officer | Sept 2023–present | Leads growth strategy, innovation, marketing, sales, foodservice, and net revenue management; member of executive leadership team contributing to M&A and new revenue streams . |
| Flowers Foods | Director (Audit; Finance) | 2020–2023 | Board oversight experience prior to executive role; contributed to governance and financial oversight . |
| Unilever plc | Global Chief Customer Officer (Personal Care); previously U.S. Chief Customer Officer, SVP Grocery Channel, SVP East Division | 2013–2023 | Led shopper marketing, consumer insights, e-commerce, sales, category management; global D&I board member helping set diversity agenda . |
| PepsiCo, Inc. | Vice President and General Manager, multiple channels (small format, global convenience, gas, drug, dollar, super regional grocery) | ~13 years | Commercial leadership across channels; operational and revenue growth accountability . |
| The Coca-Cola Company | Management roles | N/A | Commercial and brand execution experience in beverages . |
| The Clorox Company | Management roles | N/A | CPG brand and sales leadership . |
| Procter & Gamble | Management roles | N/A | Foundational CPG brand/sales training . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| McCormick & Company (NYSE: MKC) | Director (Audit Committee) | Appointed Jan 23, 2024; Director since 2024 | Brings CPG and food industry expertise; complements McCormick’s strategy and governance . |
| Unilever | Member, Global Diversity & Inclusion Board | During 2013–2023 tenure | Helped set vision and implement diversity agenda globally . |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $202,500 | $650,000 | Base rate unchanged in 2024 vs 2023 end-of-year rate . |
| Target Annual Bonus (% of Base) | 70% | 70% | Unchanged YoY; annual plan under Omnibus Plan . |
| Actual Annual Incentive ($) | $85,033 | $439,530 | 2024 payout reflects 96.6% company factor . |
| Sign-on / Make-whole Cash ($) | $350,000 (first half of $700k) | $350,000 (second half of $700k) | Approved with CGO appointment; paid 50% at hire (2023) and 50% in 2024 . |
| 401(k) Salary Deferral ($) | $13,750 | $30,500 | Employee deferrals . |
| EDCP Deferrals/Contrib. ($) | — | Registrant contrib. $38,811; exec earnings $36 | EDCP activity reported for FY 2024 . |
Performance Compensation
| Metric | Weighting | Target | Actual/Status | Payout/Scale | Vesting/Measurement |
|---|---|---|---|---|---|
| Adjusted EBITDA (Annual) | 70% | $541M | $539M achieved | 97.9% metric payout; contributes 68.53% weighted | Annual; payout certified post 10-K filing . |
| Net Revenue (Annual) | 30% | $5.15B | $5.10B achieved | 93.4% metric payout; contributes 28.02% weighted | Annual; payout certified post 10-K filing . |
| Annual Incentive Total | — | — | — | Final 96.6% of target | Annual . |
| ROIC vs WACC (PSUs) | 35% of LTI (half of 70%) | 150bps→50%; 300bps→100%; 450bps→150% | 2024 grant in flight | Linear interpolation between thresholds | ROIC period 12/31/2023–1/2/2027; vest post FY 2026 10-K (no later than 3/15/2027) . |
| TSR vs Peer Group (PSUs) | 35% of LTI (half of 70%) | Relative TSR vs defined food peers | 2024 grant in flight | Payout based on relative ranking | TSR period 1/1/2024–12/31/2026; vest post FY 2026 10-K . |
| RSUs (Time-based) | 30% of LTI | — | — | — | Vests in 3 equal annual tranches from 12/31/2023 grant date . |
Details on Mr. Thomas’ FY 2024 equity awards (granted 12/31/2023):
- Target LTI grant value: $1,105,000
- ROIC PSUs target shares: 16,280; TSR PSUs target shares: 16,280
- RSUs granted: 13,960; generally vest in three equal installments on first three anniversaries of 12/31/2023
Performance share historical payout on prior cycles (company-wide, for context):
- FY 2022 grants: ROIC PSUs paid at 125%; TSR PSUs paid at 13.25% upon vesting after FY 2024 10-K filing .
Multi-year Summary Compensation (NEO disclosure)
| Item ($) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $202,500 | $650,000 |
| Bonus | $350,000 | $350,000 |
| Stock Awards | $2,558,856 | $1,105,056 |
| Non-Equity Incentive Plan | $85,033 | $439,530 |
| Change in Pension/Nonqualified DC Earnings | — | $6 |
| All Other Compensation | $80,917 | $59,511 |
| Total | $3,277,306 | $2,604,103 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 49,859 shares as of March 6, 2025 (percent of class de minimis) . |
| Ownership Guidelines | Chief Growth Officer required minimum: 3× base salary; executives must retain at least 75% of net shares until guideline achieved; committee reviews annually; each NEO is compliant/on-track/waived as applicable . |
| RSUs Outstanding (2024 grant) | 13,960 RSUs granted; time-based vesting in 3 equal annual tranches from 12/31/2023 . |
| FY 2024 Stock Vesting | 27,125 shares acquired on vesting; value realized $601,090 (includes PSUs/RSUs vesting) . |
| Hedging/Pledging | Anti-hedging policy for executives and directors in place; clawback policies adopted (NYSE-compliant and supplemental); pledging not expressly disclosed . |
Employment Terms
- Change of Control Plan: Double-trigger severance; Thomas eligible for 2× (base salary + target annual bonus), 18 months of health benefits (cash equivalent), and up to $25,000 outplacement if terminated without cause or for good reason within the protection period .
- Equity treatment on CoC termination: ROIC and TSR PSUs vest at target (TSR may vest at actual level if ≥12 months into period); Thomas’ RSUs vest in full on qualifying termination; double-trigger applies (requires both CoC and termination or award not assumed) .
- Non-compete/Non-solicit: One-year non-compete post-CoC; two-year non-solicit; perpetual non-disclosure and non-disparagement covenants; payments subject to execution of general release; breach leads to forfeiture .
- Clawbacks: NYSE-compliant clawback policy (mandatory recovery of excess incentive-based comp after certain restatements); supplemental clawback for detrimental activity, inaccurate data, and pre-10/2/2023 awards .
- Anti-hedging: Executives and directors prohibited from hedging company securities .
- Severance Policy Cap: Future cash severance may not exceed 2.99× salary + target bonus without shareholder approval .
Performance Compensation – Detailed Table
| Metric | Weight | Company Target | Company Actual | Payout Factor | Vesting/Measurement |
|---|---|---|---|---|---|
| Adjusted EBITDA (Annual) | 70% | $541M | $539M | 97.9% (68.53% weighted) | Annual payout post 10-K filing |
| Net Revenue (Annual) | 30% | $5.15B | $5.10B | 93.4% (28.02% weighted) | Annual payout post 10-K filing |
| ROIC − WACC (PSUs) | 50% of PSUs (i.e., 35% of LTI) | 150bps=50%; 300bps=100%; 450bps=150% | In progress | Linear interpolation | 12/31/2023–1/2/2027; vest post FY 2026 10-K |
| TSR vs Peer Group (PSUs) | 50% of PSUs (i.e., 35% of LTI) | Relative TSR vs defined peer set | In progress | Peer-relative scale | 1/1/2024–12/31/2026; vest post FY 2026 10-K |
| RSUs (Time-based) | 30% of LTI | — | — | — | 3 equal annual tranches from 12/31/2023 |
Track Record, Value Creation, and Execution Risk
- FY 2024 delivered net sales $5.103B, net income $248.1M, adjusted EBITDA $538.5M; adjusted EPS $1.28 amid consumer trade-down and fresh bread/cake softness . Margin gains benefited from lower input costs (flour, fats/oils, eggs) and business optimization; annual incentive paid at 96.6% .
- LTI design aligns to ROIC vs WACC and TSR relative performance; prior cycle payouts (ROIC 125%; TSR 13.25%) highlight mixed relative TSR performance vs peers but solid ROIC execution .
- Strategic initiatives underway (ERP upgrade to complete in 2026; portfolio/pricing optimization; non-retail exits; Simple Mills acquisition): potential to expand margins and growth; but category headwinds, labor costs, and DSD model litigation/California conversion present execution risk .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied 70% to adjusted EBITDA and 30% to net revenue with disciplined scales; LTI heavily performance-based (70% PSUs) focused on ROIC spread and TSR, reinforcing capital efficiency and shareholder returns .
- Retention and selling pressure: RSU tranches from the 12/31/2023 grant vest annually for three years; legacy sign-on RSUs vest 2/13/2025, a potential Form 4 event and short-term supply consideration around vest dates .
- Change-of-control economics and covenants: Double-trigger equity and 2× cash severance provide moderate protection without tax gross-ups; non-compete and non-solicit reduce near-term attrition risk but do not fully eliminate transition risk in a transaction scenario .
- Ownership alignment: Beneficial ownership and 3× salary guideline with share retention requirements support long-term alignment; anti-hedging and clawbacks strengthen governance and downside accountability .