Eugene F. DeMark
1 800 FLOWERS COMAbout Eugene F. DeMark
Independent director since January 2012; age 78. Career audit/consulting leader at KPMG (1969–2009), including Advisory Northeast Area Managing Partner; Certified Public Accountant (NY). Recognized by FLWS’s Board as an Audit Committee financial expert and financially sophisticated under NASDAQ rules; currently an independent consultant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Advisory Northeast Area Managing Partner; former Managing Partner and Partner-in-Charge of Audit, Long Island Office | 1969–2009 | Led advisory and audit practices; governance research staff assignment on Commission on Auditors’ Responsibilities (predecessor to Treadway Commission) |
| Commission on Auditors’ Responsibilities (research staff via KPMG assignment) | Research Staff | c. 1970s | Worked on assessment of increases in fraudulent financial reporting (predecessor to Treadway Commission), informing internal control and reporting practices |
| Independent consulting | Consultant | 2009–present | Ongoing advisory work; leverages financial reporting and risk management expertise |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BankUnited (Florida’s largest independent bank) | Director; Lead Director; Chair of Audit Committee; prior Chair of Audit & Risk; Governance & Compensation member | 2010–2019 | Led audit oversight; board leadership as Lead Director; risk and governance committee contributions |
| MSG Networks | Director; Chair of Audit Committee; Compensation Committee member | Oct 2015–Dec 2016 | Audit chair; compensation oversight |
Board Governance
- Independence: Independent under NASDAQ rules; Audit Committee members (including DeMark) independently meet heightened NASDAQ/SEC standards .
- Committee assignments: Audit Committee Chair; financially literate; designated Audit Committee financial expert .
- Attendance: All incumbent directors attended at least 75% of Board and applicable committee meetings in FY2025 and FY2024 .
- Board leadership context: Company has no Lead Independent Director; Executive Chairman role combined historically with CEO at times .
| Committee | Membership | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Member | Yes | 4 |
| Compensation | — | — | 5 (committee total) |
| Nominating & Corporate Governance | — | — | 4 (committee total) |
| Technology & Cybersecurity | — | — | 4 (committee total) |
Fixed Compensation
- Director cash retainer and chair fees (program terms):
- Annual retainer: $50,000
- Audit Chair fee: $20,000
- Compensation Chair: $15,000; Nominating Chair: $10,000; Technology & Cybersecurity Chair: $10,000
- Prorated if mid-year changes; travel reimbursed .
- Eugene F. DeMark FY2025 cash received: $70,000 (retainer + Audit Chair fee) .
- FY2024 cash received: $65,000 (retainer + Audit Chair fee; program increased effective 2023 meeting) .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer ($) | 50,000 | 50,000 |
| Audit Chair cash fee ($) | 15,000 (legacy prior to 2023 increase, total cash 65,000 indicates Audit Chair $15k + retainer $50k) | 20,000 |
| Total cash fees ($) | 65,000 | 70,000 |
Performance Compensation
- Annual director equity grant value: $100,000 restricted Class A Common Stock, vests fully on first anniversary of Grant Date; no director options granted .
- Eugene F. DeMark FY2025 stock award grant-date fair value: $99,995 .
- Eugene F. DeMark FY2024 stock award grant-date fair value: $75,000 (Board raised to $100,000 effective 2024 Annual Meeting) .
| Equity Component | FY2024 | FY2025 | Vesting |
|---|---|---|---|
| Restricted stock grant ($) | 75,000 | 99,995 | Full vest at 1-year anniversary of Grant Date |
| Options granted | None | None | n/a |
Performance metrics tied to director compensation: None disclosed; director equity awards are time-based (no explicit TSR/EBITDA/revenue metrics for directors) .
Other Directorships & Interlocks
| Company | Relationship to FLWS | Potential Conflict Notes |
|---|---|---|
| BankUnited | No disclosed customer/supplier relationship | No related-party transactions involving DeMark disclosed |
| MSG Networks | No disclosed customer/supplier relationship | No related-party transactions involving DeMark disclosed |
Expertise & Qualifications
- CPA (NY); four decades at KPMG including area leadership of advisory and audit; risk management and executive managerial experience .
- Audit Committee financial expert designation; financially sophisticated under NASDAQ rules .
- Board leadership experience (Lead Director; Audit Chair) at a regulated financial institution; experience on compensation and governance committees .
Equity Ownership
- Beneficial ownership (Class A): 45,899 shares; ~0.1% of Class A shares outstanding as of Oct 13, 2025 .
- Unvested director stock awards held (as of June 29, 2025): 12,150 shares .
- Options: None .
- Anti-hedging/pledging: Company policy prohibits hedging transactions and purchasing on margin or pledging Common Stock for directors, officers, and employees .
| Ownership Item | Value |
|---|---|
| Class A shares beneficially owned (#) | 45,899; 0.1% of Class A |
| Unvested stock awards (#) | 12,150 |
| Options outstanding (#) | 0 |
| Hedging/Pledging policy | Hedging and pledging prohibited |
Governance Assessment
- Board effectiveness: As Audit Committee Chair and designated financial expert, DeMark strengthens financial reporting oversight and internal control governance; committee met four times in FY2025 and issued an Audit Committee report endorsing inclusion of audited financials in the 10-K .
- Independence and engagement: Independent under NASDAQ rules; ≥75% attendance threshold met; long tenure (since 2012) paired with deep audit expertise supports continuity in oversight .
- Compensation alignment: Director pay balanced toward equity ($100k restricted stock) plus modest cash ($70k total), reinforcing alignment without performance metrics (typical for directors); no options granted to directors, reducing risk-taking incentives .
- Conflicts/related-party exposure: No related-party transactions disclosed involving DeMark; broader related-party items are concentrated around McCann family and selected other directors/affiliates, not DeMark .
- Board-level consideration: Absence of a Lead Independent Director could be viewed as a governance weakness; however, strong committee structure and independent chairs (including Audit chaired by DeMark) partially mitigate oversight concerns .
Director Compensation Mix (YoY signal)
| Component | FY2024 ($) | FY2025 ($) | Commentary |
|---|---|---|---|
| Cash fees | 65,000 | 70,000 | Modest increase via Audit Chair fee uplift |
| Equity (RS) | 75,000 | 99,995 | Annual grant value raised to $100k in 2024; continued at ~$100k |
RED FLAGS
- Lead Independent Director: None designated at the Board level .
- Related-party transactions: None disclosed for DeMark; monitoring remains prudent given broader family-related items at FLWS .
Attendance & Engagement Details
- FY2025 Board meetings: 5; all incumbent directors met ≥75% attendance; Audit Committee held 4 meetings .
- FY2024 Board meetings: 6; all incumbent directors met ≥75% attendance; Audit Committee held 5 meetings .