James A. Cannavino
1 800 FLOWERS COMAbout James A. Cannavino
Independent director since June 2007; age 80 as of the 2024 proxy. Veteran technology executive (IBM Senior VP, Perot Systems CEO) with deep cybersecurity and enterprise IT experience; served as Chair of FLWS’s Technology & Cybersecurity Committee and member of the Audit Committee in FY2025. Not standing for re‑election at the December 2025 annual meeting. Independence affirmed by NASDAQ rules; attended at least 75% of Board/committee meetings in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Senior Company Vice President, Strategy & Business Development; board representative to IBM joint ventures (Prodigy, Digital Domain, New Leaf Entertainment) | Career spanned >30 years; retired 1995 | Corporate strategy; JV governance |
| Perot Systems | President & COO; CEO through July 1997 | Up to July 1997 | Led operations and strategic direction |
| Cybersafe, Inc. | CEO & Chairman | Not disclosed | Enterprise network security leadership |
| Direct Insite (Paybox) | Chairman (2000–2011); CEO (Dec 2002–May 2011) | 2000–2011 | Oversaw transformation to financial supply chain automation |
| Softworks, Inc. (subsidiary of Computer Concepts) | Non‑Executive Chairman | Sep 1997–Apr 2000; later sold to EMC | Guided public company governance and sale process |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CyberSagacity Ltd. | Chairman & CEO | Since Aug 2022 | Private cybersecurity advisory |
| National Center for Missing and Exploited Children | Board (emeritus) | Current (emeritus) | Founding involvement with International Center for Missing & Exploited Children (past Chairman) |
| Marist College | Board of Trustees (past Chairman; advisor) | Past; continues as advisor | Higher‑ed governance |
Board Governance
- Committee assignments (FY2025): Audit member; Technology & Cybersecurity Chair; previously also Tech & Cyber Chair in FY2024. Total FY2025 meetings: Audit 4; Compensation 5; Nominating & Corporate Governance 4; Technology & Cybersecurity 4.
- Independence: All directors except James F. McCann and Christopher G. McCann are independent under NASDAQ; Audit members meet heightened independence and literacy standards.
- Attendance: All incumbent directors attended at least 75% of Board/committee meetings in FY2025; Board met 5 times. No Lead Independent Director.
- Role & oversight emphasis: Tech/Cyber committee oversees data privacy, cybersecurity preparedness, and coordinates with Audit on IT risk; Audit oversees financial reporting and controls; Nominating & Governance oversees board composition and ESG matters.
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fee ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| FY2025 (ended Jun 29, 2025) | 50,000 | 10,000 (Tech & Cyber Chair) | 60,000 | Annual retainer $50k; chair fees: Audit $20k, Comp $15k, Nominating $10k, Tech & Cyber $10k |
| FY2024 (ended Jun 30, 2024) | 45,000 | 10,000 (Tech & Cyber Chair) | 55,000 | Retainer increased from $30k to $50k effective 2023 AGM; FY2024 cash shows mix across periods |
Performance Compensation
| Fiscal Year | Equity Type | Grant Date | Grant Value ($) | Shares (unvested at FY-end) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| FY2025 | Restricted Class A stock | Dec 10, 2025 (AGM) | 99,995 | 12,150 | Full vest 1‑year after grant | None (time‑based) |
| FY2024 | Restricted Class A stock | Dec 11, 2024 (AGM) | 75,000 | 7,403 | Full vest 1‑year after grant | None (time‑based) |
Directors receive annual time‑vested RS grants; no PSUs/options granted to non‑employee directors in FY2024–FY2025.
Other Directorships & Interlocks
| Company | Type | Role | Current/Prior |
|---|---|---|---|
| Direct Insite (Paybox) | Public (historical) | Chairman; CEO | Prior (2000–2011; CEO 2002–2011) |
| Softworks, Inc. | Public (subsidiary; later sold to EMC) | Non‑Executive Chairman | Prior (1997–2000) |
| Perot Systems | Public (historical) | President/COO; CEO | Prior (to Jul 1997) |
| IBM JVs (Prodigy, Digital Domain, New Leaf Entertainment) | JV Boards | Director | Prior (during IBM tenure) |
- No FLWS‑related party transactions disclosed involving Cannavino; FY2025 related‑party disclosures involve McCann family employment and Clarim sublease.
Expertise & Qualifications
- Cybersecurity and technology strategy leadership; former CEO roles in enterprise IT/security; experience overseeing digital risk, governance, and data protection—aligned with Tech & Cyber Chair responsibilities.
- Financial reporting and controls oversight via Audit membership; seasoned public company governance exposure across prior boards.
Equity Ownership
| As-of Date | Beneficial Ownership (Class A) | % of Class A | Class B Ownership | Unvested Director RS | Options |
|---|---|---|---|---|---|
| Oct 13, 2025 | 116,600 | 0.3% | — | 12,150 | — |
| Oct 18, 2024 | 109,197 | 0.3% | — | 7,403 | — |
- Anti‑hedging/anti‑pledging policy: Directors prohibited from hedging and pledging company stock.
Governance Assessment
- Strengths: Independent status; consistent meeting attendance; chairs Tech & Cyber during heightened cyber risk era; background directly relevant to oversight of technology, privacy and security.
- Compensation alignment: Mix skewed to equity ($99,995 RS vs $60,000 cash in FY2025) promotes shareholder alignment; no director options or performance shares, reducing risk of short‑termism.
- Transitions: Not standing for re‑election in 2025; Board should ensure continuity of cyber oversight competencies among successors (Tech & Cyber Committee).
- Conflicts/related party: No Cannavino‑specific related‑party transactions disclosed; broader family control remains significant via Class B structure and stockholders’ agreement, which warrants ongoing monitoring of board independence dynamics.
- RED FLAGS: None specific to Cannavino (no pledging, no related‑party links). Broader structural risk includes absence of a Lead Independent Director while Executive Chairman holds significant control; consider enhancing independent board leadership.