Thomas C. Chubb, III
FLOWERS FOODSAbout Thomas C. Chubb, III
Independent Presiding Director of Flowers Foods; Chairman, CEO and President of Oxford Industries (NYSE). Age 61; Flowers Foods director since 2020. Core credentials span executive leadership, consumer products, corporate governance, M&A, brand management/sales, and human capital management . As independent presiding director, he has robust authorities over executive sessions, agendas, board information flow, and shareholder consultation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Industries, Inc. | Chairman, CEO & President | 2015–present | Led transformation from private-label manufacturing to branded lifestyle apparel |
| Oxford Industries, Inc. | CEO & President | 2013–2015 | Executive leadership in consumer products |
| Oxford Industries, Inc. | President | 2009–2013 | Brand management & sales |
| Oxford Industries, Inc. | EVP | 2004–2009 | Corporate governance and M&A exposure |
| Oxford Industries, Inc. | VP, General Counsel & Secretary | 1999–2004 | Legal/corporate governance expertise |
| Oxford Industries, Inc. | Various roles | 1988–1999 | Progressive leadership trajectory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oxford Industries, Inc. (NYSE) | Director; Chairman since 2015 | 2012–present | Public company board/corporate governance |
Board Governance
- Independence: Board affirmatively determined Chubb is independent (all directors other than CEO are independent) .
- Roles: Independent Presiding Director; Chair, Nominating/Corporate Governance Committee; Member, Compensation & Human Capital Committee .
- Responsibilities: Presides over independent director executive sessions; approves board agendas/info; liaises between chair and independent directors; calls meetings of independent directors; available for shareholder engagement .
- Attendance: Board held 8 meetings in fiscal 2024; no incumbent director attended fewer than 75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Committee meetings held in 2024: Audit 8; Compensation & Human Capital 4; Finance 4; Nominating/Corporate Governance 5 .
- Compensation Committee Interlocks: None; the committee (including Chubb) had no related-party relationships and no cross-director interlocks with other issuers in 2024 .
Fixed Compensation
| Element | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 100,000 | Standard non-employee director retainer |
| Presiding Director Retainer | 25,000 | Additional cash for presiding director role |
| Nominating/Corporate Governance Chair Retainer | 15,000 | Committee chair fee |
| Total Fees Earned (Cash) | 140,000 | Sum of retainers |
Performance Compensation
| Metric | 2024 Value | Vesting/Terms |
|---|---|---|
| Annual Stock Award (Deferred Stock) – Grant Date Fair Value | 155,118 | Generally vests on date of 2025 annual meeting (May 22, 2025) |
| Deferred Stock Outstanding (Vested + Unvested) at 12/28/2024 (#) | 6,570 | Includes any deferred stock received via retainer deferral, vests per plan terms |
- Program design: Non-employee directors receive annual deferred stock; awards computed from a fixed dollar value; Omnibus Plan cap for director awards at $750,000/year; optional deferral of cash into stock or EDCP; no meeting fees; no director pensions (legacy-only) .
- Ownership guidelines: Non-employee directors must hold ≥6× annual cash retainer; all non-employee directors with ≥5 years of service were in compliance as of March 6, 2025 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Oxford Industries, Inc. | Chairman, CEO & President; Director | Not disclosed here | No Flowers Foods compensation interlocks; none disclosed under Item 404 |
Expertise & Qualifications
- Executive leadership; public company board/corporate governance; accounting & finance; M&A; brand management & sales; human capital management .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Notable Details |
|---|---|---|---|
| Thomas C. Chubb, III | 41,766 | <1% (*) | Includes 5,475 deferred stock distributable upon separation as of 3/6/2025 |
- Anti-hedging policy applies to executives and outside directors .
- Stock ownership guidelines: Directors required to hold ≥6× annual retainer; compliance for those ≥5 years’ service as of 3/6/2025 .
- Pledging/hedging: Anti-hedging policy disclosed; no pledging disclosure specific to Chubb found .
- Related party transactions: None disclosed for Chubb; disclosed related-party employment pertains to family of other executives/directors and was approved by the board per policy .
Governance Assessment
- Strengths: Independent presiding director with substantive authority; chairs key governance committee; confirmed independence; strong attendance; established shareholder engagement; robust director ownership guidelines and clawback/anti-hedging framework .
- Alignment: Receives balanced cash retainer with modest premiums for leadership roles and equity that vests annually; total 2024 director compensation $295,118 (cash $140,000 + stock $155,118) .
- Conflicts/Red Flags: No related-party transactions or compensation interlocks involving Chubb disclosed . Potential governance risk from combined CEO/Chair structure at Flowers (board recommends against shareholder proposal for independent chair), mitigated by presiding director’s role and independent committees . Overboarding limits exist; Chubb’s external role at Oxford is noted but no time-commitment concerns disclosed .