Joseph Rowland
1 800 FLOWERS COMAbout Joseph Rowland
Joseph Rowland, 56, is Group President, Gourmet Foods & Gift Baskets at 1-800-FLOWERS.COM, Inc. (FLWS), a role he has held since July 2022 after joining from Puritan’s Pride at The Bountiful Company, where he served as President; previously he spent over a decade at Bed Bath & Beyond leading the launch and ongoing management of the company’s e-commerce channel, fulfillment, contact center, and merchandising operations . Company performance during and around his tenure has been mixed: Total Shareholder Return (value of a $100 initial investment) fell from $48 in FY2024 to $25 in FY2025 as net income declined to a loss of $199.993 million and Adjusted EBITDA fell to $29.166 million in FY2025 from $93.067 million in FY2024 . Compensation design for senior leaders emphasizes Plan EBITDA, revenue, and strategic initiatives both for annual cash incentives and 50/50 performance-and-time-based equity awards, aligning pay with execution on profitability, growth, and operational priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Puritan’s Pride (The Bountiful Company) | President | Not disclosed | Led the business; prior executive platform before joining FLWS |
| Bed Bath & Beyond | E-commerce leader (launched and managed channel) | Not disclosed | Launched and oversaw e-commerce channel, fulfillment, contact center, and merchandising operations |
External Roles
No external public-company directorships or board committee roles for Mr. Rowland were disclosed in the latest proxy filings’ executive officer biographies .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Cash Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| FY2024 | 450,000 | 65% (Sharing Success target) | 73,125 (25% of target; Strategic Initiatives paid, EBITDA/Revenue did not) | 750 | 858,297 |
| FY2023 | 448,270 | Not disclosed | 149,906 (51.3% of target award payout) | 750 | 1,265,388 |
Performance Compensation
Annual Cash Incentive – Sharing Success Program (FY2024)
| Metric | Weighting | Target | Actual | Payout Outcome | Notes/Vesting |
|---|---|---|---|---|---|
| Plan EBITDA | 50% | $118.985m (pre-bonus) | $98.711m | 0% of component (below 90% threshold) | Annual cash; threshold/curve per program |
| Plan Revenue | 25% | $2,005.072m | $1,831.421m | 0% of component (below 95% threshold) | Revenue pays only if EBITDA ≥90% |
| Strategic Initiatives (senior leaders) | 25% | KPI achievement (e.g., customer engagement, category, last-mile) | Achieved | 100% of component | Requires ≥80% EBITDA to pay |
| Total Payout | 100% | — | — | 25% of target for NEOs other than CEO | Mr. Rowland paid $73,125 |
Equity Incentives – Design and FY2024 Grants
| Award Type | Grant Date | Target / Granted | Earned | Vesting | Key Performance Links |
|---|---|---|---|---|---|
| Performance Shares | 12/14/2023 | 16,506 sh target | 8,253 sh earned (50% of target) | Cliff vest 3 years after grant (Dec 2026) | FY2024 performance shares based 50% on Plan EBITDA and 50% on Strategic Initiatives |
| Time-Vested RS | 12/14/2023 | 16,507 sh | n/a | Vests 1/3 annually over 3 years (2024–2026) | Retention-focused |
| Stock Options | 11/08/2022 | 59,784 sh @ $8.59 (19,928 exercisable / 39,856 unexercisable as of 6/30/24) | n/a | Vest 1/3 annually; expire 11/08/2032 | Long-term alignment via upside participation |
| Time-Vested RS | 11/08/2022 | 8,515 sh unvested as of 6/30/24 | n/a | Vests 1/3 annually (2023–2025) | Retention |
| Time-Vested RS (cliff) | 09/07/2022 | 36,711 sh unvested as of 6/30/24 | n/a | Cliff vest at 3 years from grant (Sept 2025) | Potential vesting “event” |
| FY2024 Vesting Realized | FY2024 | 4,258 sh vested; $35,767 value realized | — | — | Stock awards only; no option exercises reported in FY2024 table |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 22,651 Class A shares (0.1% of A shares outstanding as of 10/18/2024) |
| Options | 19,928 exercisable / 39,856 unexercisable @ $8.59; expiring 11/08/2032 |
| Unvested Equity (select) | 8,515 RS (11/08/2022; 1/3 per year), 36,711 RS (09/07/2022; 3-year cliff), 16,507 RS (12/14/2023; 1/3 per year), 8,253 PS earned (cliff vest Dec 2026) |
| Ownership Guidelines | 2x base salary for executives other than CEO; achieve within later of 5 years from hire or 3 years after becoming subject |
| Hedging/Pledging | Company policy prohibits hedging and pledging, and margin purchases by officers |
| Deferred Compensation | No reported balance for Mr. Rowland under the Nonqualified Supplemental Deferred Compensation Plan in FY2024 |
Vesting and potential selling pressure indicators:
- 3-year cliff from 9/7/2022 suggests a vesting event in September 2025 for 36,711 RS, subject to continued service .
- Annual tranches in November (2022 grants) and December (2023 grants) may create incremental vest-related liquidity windows (1/3 annual vesting schedules) .
- FY2024 realized vesting was modest at 4,258 shares, $35,767, suggesting limited realized supply in that year .
Employment Terms
| Aspect | Terms / Status |
|---|---|
| Current Role | Group President, Gourmet Foods & Gift Baskets (since July 2022) |
| Employment Agreement | None (no individual employment agreement) |
| Severance (as of FY2024 tables) | Estimated lump sum $34,615 upon termination without cause; same under change-of-control scenario; accelerated vesting applies per plan; values based on 6/28/2024 price $9.52 |
| Change-of-Control Equity | 2003 Plan provides single-trigger acceleration (awards become fully exercisable; restrictions and performance conditions waived) at change of control unless otherwise specified |
| Executive Severance Plan (effective 10/17/2025) | For Executive Leadership (which includes executive officers): 1 year base salary continuation; pro rata bonus if termination after month 6; healthcare continuation; accelerated vesting of equity scheduled to vest within 6 months (options/RS/RSUs) and pro-rata vesting of earned PSUs scheduled within 1 year; unearned PSUs forfeited |
| Stock Ownership Guidelines | 2x salary for executives; compliance within later of 5 years from hire or 3 years after becoming subject (hire July 2022 implies outside deadline by 2027, subject to policy interpretation) |
FY2024 estimated potential payments (illustrative):
| Scenario (as of 6/30/2024) | Cash Severance ($) | Accelerated Options Intrinsic ($) | Accelerated Restricted Shares ($) | Total ($) |
|---|---|---|---|---|
| Change of Control | 34,615 | 37,066 | 666,267 | 737,948 |
| Termination Without Cause | 34,615 | — | — | 34,615 |
| Death/Disability | — | 37,066 | 666,267 | 703,333 |
Compensation Structure Analysis
- Mix and risk: FY2024 included a 65% of salary cash target bonus and a 50/50 split between time-based RS and performance shares for equity grants, shifting more weight to RS and PSUs versus options (Rowland’s options are from a 2022 grant) .
- Goal rigor and outcomes: Despite set targets (EBITDA $118.985m; Revenue $2,005.072m), results missed thresholds on both (EBITDA $98.711m; Revenue $1,831.421m), leading to 0% payout on those components and only Strategic Initiatives at 100% (total payout 25% of target), indicating downside sensitivity to underperformance .
- Equity performance conversion: FY2024 performance shares for NEOs were earned at 50%, reflecting partial achievement on performance metrics; Rowland earned 8,253 PS that cliff vest in Dec 2026, supporting retention .
- Governance guardrails: Clawback policy (Rule 10D-1 compliant) and anti-hedging/pledging rules mitigate misalignment risk; ownership guidelines are in place with a multi-year compliance window .
Performance & Track Record (Company context)
| Year | TSR (Value of $100) | Net Income (Loss) ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|
| FY2025 | 25 | (199,993) | 29,166 |
| FY2024 | 48 | (6,105) | 93,067 |
| FY2023 | 39 | (44,702) | 91,204 |
Governance, Policies, and Shareholder Feedback
- Stock ownership guidelines: 5x salary for CEO; 2x salary for other executives; 5-year-from-hire/3-year-from-subject timeline provides pathway to alignment .
- Clawback: Recoups excess incentive compensation upon accounting restatement (3 preceding fiscal years) .
- Anti-hedging/pledging: Prohibits hedging and pledging, including margin purchases .
- Say-on-Pay: Advisory vote at 2023 Annual Meeting passed by an “overwhelming majority”; no design changes implemented as a result .
Investment Implications
- Alignment: Rowland’s pay design is materially performance-linked (EBITDA, revenue, strategic KPIs) with equity that is half performance-based and half time-based; 2024 results delivered only 25% of cash target and 50% of performance shares, demonstrating downside payout sensitivity when goals are missed .
- Retention risk and catalysts: Multiple near- and medium-term vesting events (Sept/Nov/Dec cycles from 2022–2023 grants and a Dec 2026 performance share cliff) support retention but can create episodic selling pressure windows; the new Executive Severance Plan (effective Oct 2025) enhances off-cycle protection and may reduce unwanted turnover in Executive Leadership .
- Ownership and pledge risk: Beneficial ownership is modest (0.1% of A shares) but subject to strict no-hedging/no-pledging policy and 2x salary ownership guidelines, which should increase insider alignment over the compliance period .
- Change-of-control economics: Single-trigger equity acceleration under the 2003 Plan is notable; FY2024 indicative severance economics for Rowland were limited in cash, with value concentrated in equity acceleration under CoC scenarios, aligning incentives in strategic events .
- Execution watch items: Company-level TSR and Adjusted EBITDA deteriorated in FY2025; subsequent incentive outcomes and any revisions to performance targets (EBITDA/revenue/strategic initiatives) will be key to gauging whether pay and performance remain tightly coupled in FY2026 .