W. Jameson McFadden
FLOWERS FOODSAbout W. Jameson McFadden
Independent director of Flowers Foods (FLO); age 43; director since 2021. CEO and Senior Portfolio Manager at Wellington Shields & Co.; prior roles include President/Senior PM and Research Analyst. Serves on Flowers’ Audit Committee and Finance Committee; not designated an “audit committee financial expert.” Independence reaffirmed by the board in February 2025, and he attended at least 75% of board and committee meetings in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Shields & Co. | CEO & Senior Portfolio Manager | Jan 2023–present | Capital markets and investor relations expertise |
| Wellington Shields & Co. | President & Senior Portfolio Manager | Jan 2017–Dec 2022 | Executive leadership; portfolio oversight |
| Wellington Shields & Co. | Research Analyst | 2006–2017 | Equity research; fundamental analysis |
| Blue Quail Wines | Director of Sales & Marketing | 2010–present | Brand management & sales in food/bev sector |
External Roles
| Category | Organizations / Boards | Notes |
|---|---|---|
| Public company directorships | None | No other U.S. public boards disclosed |
| Private/operating roles | Wellington Shields & Co.; Blue Quail Wines | Dual-registered broker-dealer/RIA; consumer beverage brand roles |
Board Governance
- Current committees: Audit Committee member; Finance Committee member; neither chair position. Audit Committee met 8 times in FY2024; Finance met 4. McFadden is financially literate; audit committee financial expert designation applies to Spear and Wood (not McFadden).
- Independence: Board determined he is independent in Feb 2025.
- Attendance: No incumbent director below 75% of combined board + committee meetings in FY2024; directors attended the May 23, 2024 annual meeting.
- Board ownership/engagement context: Robust stock ownership and anti-hedging policies for directors; executive sessions led by independent presiding director (Chubb).
Fixed Compensation
| Element (Non-Employee Director) | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard board retainer |
| Audit Committee member retainer | 10,000 | Member fee (not chair) |
| Committee chair retainers | 0 | Not a chair |
| Total fees earned/paid in cash | 110,000 | McFadden’s FY2024 cash reported |
Performance Compensation
| Equity Component | FY2024 Grant | Vesting / Terms | FY2024 Stock Award ($) |
|---|---|---|---|
| Annual deferred stock award | Computed from $155,000 at grant date price, rounded to nearest 10 shares | Generally vests on 2025 annual meeting date | 155,118 |
| Deferred stock outstanding | 6,570 shares (vested + non-vested) as of Dec 28, 2024 | Includes any retainer-to-stock deferrals if elected | n/a |
| Performance metrics | Not applicable to director equity | Director equity is time-based, not performance-based |
Director stock ownership guidelines: Non-employee directors must hold ≥6x annual cash retainer; directors have five years to comply. As of March 6, 2025, all non-employee directors with ≥5 years of service were in compliance (McFadden joined in 2021 and remains within the compliance window).
Other Directorships & Interlocks
| Relationship / Interlock | Detail | Governance Consideration |
|---|---|---|
| Family relationship | McFadden is the nephew of director C. Martin Wood III (former Finance Chair; retiring at 2025 meeting). | Potential influence/related-party proximity; board discloses and oversees such relationships. |
| Asset manager role | As CEO/Senior PM of Wellington Shields & Co., advisory clients collectively hold 8,330,294 FLO shares; McFadden disclaims beneficial ownership of these client shares. | Voting/influence risk mitigated by disclaimers; still warrants monitoring of proxy voting alignment. |
Expertise & Qualifications
- Executive Leadership; Accounting & Finance; Food/Consumer Products Industry; Brand Management & Sales (skills cited in proxy biography).
- Audit Committee experience (financially literate, not designated “audit committee financial expert”).
Equity Ownership
| Category | Shares (#) | Percent of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 8,860,196 | 4.20% | As of March 6, 2025 |
| Trust beneficiary | 460,383 | n/a | Sole beneficiary of a trust; no voting power over such shares |
| Deferred stock (distributable if separated) | 5,475 | n/a | Distribution amount if service ended on Mar 6, 2025 |
| Daughter custodial account | 1,521 | n/a | Custodian; included in beneficial ownership |
| Advisory client holdings (disclaimed) | 8,330,294 | n/a | Held by Wellington Shields advisory clients; McFadden disclaims beneficial ownership |
| Deferred stock outstanding (FY2024) | 6,570 | n/a | Vested + non-vested as of Dec 28, 2024 |
Governance Assessment
- Board effectiveness: Active service on Audit and Finance supports financial oversight; attendance threshold met; independence reaffirmed. Not being the designated audit financial expert slightly moderates technical depth but committee structure provides strong coverage via Spear/Wood.
- Ownership alignment: Director equity awarded annually and stock ownership guidelines (6x retainer) promote alignment; McFadden is within the five-year compliance window. Anti-hedging policy applies to directors.
- Conflicts and related parties: Notable family tie to C. Martin Wood III; disclosed and overseen. Advisory client shares present potential influence optics; explicit beneficial ownership disclaimers reduce economic alignment concerns but proxy voting stewardship should be monitored.
- Compensation mix: Director pay is balanced (cash retainer + time-based equity); no meeting fees; no tax gross-ups; no significant perquisites. Independent consultant (Meridian) reviews director pay; no 2024 changes.
- Signals affecting investor confidence:
- Positive: Independence; committee service; clear ownership guidelines; strong board governance framework (clawbacks, anti-hedging, majority vote standard).
- Watch items: Family interlock; large reported beneficial stake chiefly via disclaimed client holdings; combined Chair/CEO structure (with independent presiding director) opposed by shareholder proposal for independent chair (board recommends against).
RED FLAGS
- Family relationship (nepotism risk): McFadden is nephew of C. Martin Wood III; disclosed under “Relationships among Certain Directors.”
- Concentration optics: Appearance of influence through Wellington Shields client holdings (8.33M shares) despite beneficial ownership disclaimer.
- Leadership structure: Combined Chair/CEO; shareholder proposal to require independent chair was opposed by board; governance debate persists.
Insider trading note: Attempted to retrieve recent Form 4 transactions via the insider-trades skill; the API returned 401 Unauthorized. In lieu of transactions, ownership data above reflects the latest proxy disclosures.