Adolfo Villagomez
1 800 FLOWERS COMAbout Adolfo Villagomez
Adolfo Villagomez, age 52, became Chief Executive Officer of 1-800-FLOWERS.COM, Inc. effective May 12, 2025 (employment start May 7, 2025). He brings two decades of digital and consumer leadership, including CEO of Progress Residential (May 2022–Mar 2025), President of The Home Depot’s online businesses, and CMO for U.S. Retail; he holds an MBA from Yale and a B.S. in Chemical Engineering from UNAM . He stepped in amid weak results: FY2025 Adjusted EBITDA was $29.2 million and net loss was $(200.0) million, and a cumulative TSR (indexed to $100 in 2020) of 25 as of FY2025; these measures pre-date his tenure and frame the turnaround baseline . The company’s anti-hedging/anti-pledging policy and 5x-salary stock ownership guideline for the CEO are designed to enhance alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Progress Residential | Chief Executive Officer | May 2022 – Mar 2025 | Led transformation and long-term strategy for the largest private SFR owner/operator across 40+ markets . |
| The Home Depot | President, Online; Chief Marketing Officer, U.S. Retail; SVP homedepot.com; prior merchandising roles | 2014 – May 2022 | Oversaw all digital (incl. homedepot.com), driving >$20B online sales in 2021 and double-digit growth; led brand/marketing and retail media network . |
| McKinsey & Company | Partner; Leader N. America Marketing & Sales Practice | 2007 – 2014 | Led growth, digital and go-to-market engagements . |
| DuPont | Management and sales roles | Pre-1999 | Early career operating and commercial roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kohl’s Corporation (KSS) | Independent Director; Audit Committee | Since 2023 | Board biography confirms Audit Committee role; age 51 in 2025 . |
| Triple Lift, Inc. | Director | Permitted to continue | Offer letter explicitly allows board service continuation . |
| OSR Topco LLC | Director | Permitted to continue | Offer letter explicitly allows board service continuation . |
Fixed Compensation
| Component | Terms | Effective | Notes |
|---|---|---|---|
| Base Salary | $1,000,000 per year | May 7, 2025 | Set by offer letter/employment agreement . |
| Target Annual Bonus | 100% of base salary | Beginning FY2026 | Max 200% of target; not eligible for FY2025 . |
| Sign-on Equity | $3,000,000 grant value: 50% options, 50% restricted stock | Grant date May 13, 2025 | Vests ratably over 4 years . |
| Ongoing Annual Equity | Target $3,000,000 | Beginning FY2027 | Form/amount at Board/Comp Committee discretion . |
| Relocation/Travel | Certain travel/relocation expense coverage | 2025 | Provided per employment agreement . |
Performance Compensation
| Plan | Metric | Weighting | Payout Curve | FY2025 Targets (context) | FY2025 Actual | FY2025 Payout |
|---|---|---|---|---|---|---|
| Sharing Success Program | Adjusted EBITDA | For CEO: 50% | 0–200% of target; 50% payout at 90% of target; 200% at 150% of target | Target $115.5m pre-bonus | $29.166m | 0% (CEO for FY2025 was Executive Chairman; Villagomez not eligible) . |
| Sharing Success Program | Revenue | For CEO: 50% | 0–200% of target; 50% payout at 95% of target; 200% at 105% of target | Target $1,909.2m | $1,685.658m | 0% (as above) . |
Notes:
- Mr. Villagomez was not eligible for FY2025 annual bonus due to the start date; his bonus mechanics begin FY2026 with a 100% target and 200% max .
- Long-term incentives for NEOs (other than CEO) in FY2025 blended time-based RS and performance shares with Plan EBITDA and Strategic Initiatives; CEO grant design for Mr. Villagomez in 2025 consisted of sign-on time-based options and RS .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (A/B shares) | None disclosed as of Oct 13, 2025 (beneficial ownership table shows “—”) | . |
| Outstanding Options | 460,972 unexercisable; strike $5.24; expires 05/13/2035; vests 25% annually on each May 13 from 2026–2029 | (notes 2). |
| Unvested Restricted Stock | 286,260 shares; vests 25% annually on each May 13 from 2026–2029; FV at 6/27/2025 price $1,468,514 | (notes 1,3). |
| In-the-Money Option Value | $0 intrinsic value at 6/27/2025 (stock $5.13 < $5.24 strike) | (notes 2). |
| Ownership Guidelines | CEO required to hold shares equal to 5x base salary; compliance within later of 5 years from hire or 3 years after becoming subject (implies by ~May 2030 for Mr. Villagomez) | . |
| Hedging/Pledging | Prohibited from hedging and purchasing on margin or pledging Company stock | . |
| Clawback | Board-adopted policy to recoup excess incentive comp upon an accounting restatement (Rule 10D-1 compliant) | . |
Vesting cadence and potential supply:
- RS vesting: 71,565 shares on each of May 13, 2026/2027/2028/2029 (25% of 286,260) .
- Options vesting: 115,243 options on each of May 13, 2026/2027/2028/2029 (25% of 460,972) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Title/Start | Appointed CEO effective May 12, 2025; employment start May 7, 2025 . |
| Severance (No Cause/Good Reason) | 18 months of base salary + 18 months COBRA premiums; plus accrued amounts . |
| Restrictive Covenants | 18-month non-compete and non-solicit post-termination . |
| Change-of-Control (CoC) | Under 2003 Plan: single-trigger acceleration—awards become fully exercisable; restrictions lapse; performance criteria waived immediately prior to CoC . |
| Potential Payments (as of 6/29/2025, stock $5.13) | - CoC: $1,500,000 cash severance; $1,468,514 RS acceleration; $18,406 benefits; Total $2,986,920. - Termination without Cause/Good Reason: $1,500,000 cash; $18,406 benefits; Total $1,518,406. - Death/Disability: $1,468,514 RS acceleration . |
| Outside Boards | May continue serving on boards of Kohl’s Corporation, Triple Lift, Inc., and OSR Topco LLC (subject to performance and duties) . |
Performance & Track Record
| Period/Item | Metric/Outcome | Context |
|---|---|---|
| FY2025 Company Baseline | Net loss $(199.993)m; Adjusted EBITDA $29.166m | Pre-dates his tenure; sets turnaround baseline . |
| Q3 FY2025 Results | Revenue $331.5m; Net loss $(178.2)m incl. $(138.2)m impairment | Reported May 8, 2025; near CEO appointment . |
| Strategic Direction | “Celebrations Wave” multi-year plan integrating brands and technology; Villagomez to lead execution | Announced alongside Q3 FY2025 results . |
| Prior Achievements | Led Home Depot digital with >$20B online sales in 2021; transformation leadership at Progress Residential | Background press release and 8-K biography . |
Compensation Structure Observations
- Mix and risk: 2025 package front-loaded with four-year time-vested equity (50% options/50% RS), with annual equity beginning FY2027; cash comp is modest vs equity for alignment .
- Annual bonus design: CEO plan uses hard financial levers (Adjusted EBITDA, Revenue) with steep payout curve; 0% company-wide payout in FY2025 underscores pay-for-performance posture during underperformance (though he was not eligible for FY2025) .
- Governance: Anti-hedging/pledging, clawback, and a 5x-salary ownership guideline promote alignment and discipline; beneficial ownership was zero as of FY2025, but sizable unvested holdings and guideline deadline (≈May 2030) create a path to “skin in the game” .
Related Party and Governance Context (Company)
- Family influence persists via super-voting Class B and McCann family agreements; Executive Chairman’s compensation includes a $1,000,000 annual marketing fee .
- Related party transactions include a sublease to Clarim Holdings ($371,194 FY2025; new sublease ~$144,000/year) and employment of family members (compensation disclosed) .
- Historical CFO retirement (Dec 29, 2024) and equity award modifications noted; underscores transition backdrop prior to CEO change .
Investment Implications
- Alignment: The CEO’s four-year vesting equity, 5x-salary ownership guideline, and no-hedge/pledge rules support shareholder alignment; however, current beneficial ownership is effectively zero pending vesting, with first tranches in May 2026 .
- Retention and selling pressure: Vesting creates identifiable windows (each May 13 through 2029) that could introduce supply if liquidity is needed; options are currently near/out-of-the-money vs $5.24 strike, which tempers near-term exercise pressure .
- Pay-for-performance: The bonus plan is tightly tied to Adjusted EBITDA and Revenue with high hurdles; no FY2025 payouts signal discipline and potential upside leverage if turnaround delivers .
- Change-of-control risk: Single-trigger acceleration under the 2003 Plan is a governance red flag that could misalign incentives in a strategic transaction; potential CoC value for the CEO at FY2025 levels was ~$3.0 million .
- Execution risk/baseline: Villagomez inherits a weak P&L and TSR base; his prior large-scale e-commerce and transformation experience is a positive, but tangible turnaround metrics (sustained EBITDA inflection, revenue re-acceleration) will be key to catalyze compensation realization and investor confidence .