Celia R. Brown
1 800 FLOWERS COMAbout Celia R. Brown
Independent director (since June 2016), age 71, and an experienced human resources and executive compensation leader. She has served as an Independent Management Consultant since 2017 after senior HR roles at Willis Group (EVP, Group HR Director, 2010–June 2016, and post‑merger integration advisor) and XL Capital Ltd. (1988–2009; culminating in EVP, Head of Global HR & Corporate Relations). She is independent under NASDAQ rules and brings deep expertise in compensation, succession, culture, and M&A integration.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willis Group | EVP, Group HR Director; advisor to CEO, Compensation Committee, and Board on talent, succession, reward strategy; integration advisor after Willis/Towers Watson merger | 2010–June 2016 | Executive-level integration experience; compensation and HR expertise |
| XL Capital Ltd. (and predecessor) | Various HR and corporate relations roles culminating in EVP, Head of Global HR & Corporate Relations | 1988–2009 | Global HR leadership; executive management experience |
| Volunteer New York (nonprofit) | Board Member | 2010–2020 | Community engagement and nonprofit governance |
External Roles
| Organization | Role | Tenure | Board/Committee Positions |
|---|---|---|---|
| Volt Information Sciences, Inc. | Director; Chair of HR & Compensation Committee | 2019–2022 | Committee chair leadership in public company setting |
| Independent Management Consultant | Principal | 2017–present | Executive compensation, HR, succession, culture advisory |
Board Governance
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation Committee | Chair | 5 |
| Nominating & Corporate Governance Committee | Member | 4 |
- Independence: The Board determined all directors other than Messrs. James F. McCann and Christopher G. McCann are independent under NASDAQ rules; Ms. Brown is independent.
- Attendance: The Board held five meetings in FY2025; all incumbent directors attended at least 75% of Board and applicable committee meetings.
- Board leadership: Executive Chairman role is combined with founder; the Company has no Lead Independent Director.
- Anti‑hedging/pledging: Policy prohibits directors, officers, and employees from hedging or pledging Company stock.
- Compensation Committee governance: Committee chartered; makes final determinations for Section 16 Officers and administers the 2003 Plan; report signed by “Celia R. Brown, Chairperson.”
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Compensation Committee Chair fee | $15,000 |
| Total cash fees earned | $65,000 |
Performance Compensation
| Equity Element (FY2025) | Terms | Amount/Units |
|---|---|---|
| Annual director equity grant | Restricted Class A Common Stock; grant value set at $100,000 on Annual Meeting date; vests fully on first anniversary of Grant Date | $99,995 grant-date fair value |
| Unvested stock awards at 6/29/2025 | Outstanding unvested RSAs | 12,150 shares |
| Option awards outstanding (director) | None granted in FY2025 | $0 options |
- Vesting mechanics: Non‑employee director RSAs vest on the first anniversary of the Grant Date (Annual Meeting determines grant value).
- No meeting fees; reasonable travel/lodging reimbursed.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Volt Information Sciences, Inc. | Director; Chair of HR & Compensation Committee (2019–2022) | No related‑party transactions disclosed involving Ms. Brown at FLWS. |
- Related‑party transactions: Proxy discloses several transactions involving McCann family members and Clarim Holdings; none involve Ms. Brown.
Expertise & Qualifications
- Executive compensation and HR strategy (advisor to CEO, compensation committee, and board at Willis).
- Succession planning, reward strategy, culture, and diversity oversight at global enterprises.
- M&A integration experience at executive level (Willis/Towers Watson).
- Global HR leadership across multi‑decade career (XL Capital).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Unvested Stock Awards | Options Outstanding |
|---|---|---|---|---|
| Celia R. Brown | 34,175 | 0.1% | 12,150 | None |
- Policy constraints: Hedging and pledging of Company stock prohibited.
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair and Nominating & Corporate Governance member, Brown is central to executive pay design, succession, and ESG oversight; FY2025 committee cadence (Comp: 5; NomGov: 4) supports active oversight.
- Pay-for-performance alignment: FY2025 Company-wide bonus outcomes were 0% under EBITDA and revenue components; the Compensation Committee maintained performance discipline, with the committee report explicitly issued (signed by Brown).
- Independence and attendance: Independent director with at least 75% attendance; alignment with anti‑hedging/pledging policy.
- Ownership alignment: Personal beneficial ownership (34,175 shares) plus unvested director RSAs (12,150) provides alignment, though stake is modest vs. concentrated McCann family control.
- Compensation structure (directors): Simple, transparent cash retainer and committee chair fees, plus time‑vested RSAs; no options granted to non‑employee directors in FY2025.
RED FLAGS
- No Lead Independent Director while the founder serves as Executive Chairman; potential oversight risk in a controlled structure.
- Significant family influence and related‑party transactions (e.g., sublease to Clarim Holdings); while approved and disclosed, it underscores the need for robust independent committee oversight.
- Concentrated voting power via Class B super‑voting stock and McCann family stockholders’ agreement, potentially limiting minority investor influence; increases importance of independent directors’ effectiveness.
SAY‑ON‑PAY & PROCESS NOTES
- Advisory vote on executive compensation at the 2023 Annual Meeting passed by an overwhelming majority; the Compensation Committee did not implement design changes as a result, indicating stability in the framework Brown oversees.
- The Compensation Committee retains Pearl Meyer as independent consultant; Pearl Meyer performed no other services for the Company.
CLAWBACKS AND SEVERANCE GOVERNANCE
- Clawback policy adopted under NASDAQ/Rule 10D‑1 for recovery of incentive compensation upon accounting restatements; applies to executive officers.
- Executive Severance Plan adopted Oct 17, 2025, standardizing severance, pro‑rata bonus, and limited acceleration mechanics for Executive Leadership; reflects structured governance of transitions.