Larry Zarin
1 800 FLOWERS COMAbout Larry Zarin
Independent director since March 2009; age 71. Former Senior Vice President and Chief Marketing Officer at Express Scripts until July 2013, where he led corporate communications/marketing and played a leading role in integrating major acquisitions, including the $29.1B Medco deal. Currently consults with select enterprises on growth initiatives via differentiated communication strategies. Classified as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Express Scripts (Fortune 20) | Senior Vice President & Chief Marketing Officer | 1996–July 2013 | Led corporate communications and marketing; key leadership in successful integration of major acquisitions, including $29.1B Medco acquisition. |
| Industry conferences | Speaker | During Express Scripts tenure | Frequent speaker at industry events on communications/marketing. |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Independent consulting | Consultant | Since 2013 | Advises enterprises on growth initiatives driven by distinctive communication strategies. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules; audit committee independence standards met by committee members. |
| Committee memberships | Compensation Committee member (not Chair). |
| Committee meeting cadence (FY2025) | Compensation Committee: 5 meetings; Audit: 4; Nominating & Corporate Governance: 4; Technology & Cybersecurity: 4. |
| Board attendance | All incumbent directors attended at least 75% of Board/committee meetings in FY2025. |
| Annual meeting attendance | Only Executive Chairman James F. McCann attended last year’s Annual Meeting (no other directors attended). |
| Board leadership | Executive Chairman structure; no Lead Independent Director. |
| Anti‑hedging/pledging | Policy prohibits hedging and pledging of Company stock by directors, officers, employees, and household members. |
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Non‑employee director retainer paid quarterly. |
| Committee chair fees | 0 | Not a chair; chairs receive $20k Audit, $15k Compensation, $10k Nominating, $10k Tech & Cyber. |
| Meeting fees | 0 | No meeting fees disclosed; expenses reimbursed. |
| Option awards | 0 | No options granted to non‑employee directors in FY2025. |
| Total cash | 50,000 | |
| Total reported compensation | 149,995 | Cash plus stock award. |
Performance Compensation
| Equity Element | Grant Mechanism | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Class A Common Stock (annual) | Shares determined by closing price on Annual Meeting date; pro‑rated for mid‑year appointments | 99,995 | Fully vests on first anniversary of Grant Date | None (time‑based vesting; director awards are not performance‑conditioned) |
No director stock options or performance share units were granted to non‑employee directors in FY2025.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists Express Scripts and current consulting; no other public company boards disclosed for Zarin. |
Expertise & Qualifications
- Product/brand marketing and corporate communications leadership at scale; seasoned in M&A integration and post‑merger execution.
- Executive‑level experience aligning marketing strategy with enterprise growth and reputation management.
Equity Ownership
| Category | Shares/Units | % of Class | Notes |
|---|---|---|---|
| Beneficial ownership – Class A | 58,084 | 0.2% | As of Oct 13, 2025; excludes unvested restricted shares. |
| Beneficial ownership – Class B | 0 | — | No Class B holdings. |
| Unvested stock awards | 12,150 | — | Aggregate unvested restricted stock held as of June 29, 2025. |
| Options outstanding | 0 | — | No option awards outstanding. |
| Hedging/pledging | Prohibited | — | Company insider trading policy bans hedging and pledging. |
Compensation Committee Analysis
- Composition (FY2025): Celia R. Brown (Chair), Stephanie Redish Hofmann, Larry Zarin.
- Independent compensation consultant: Pearl Meyer engaged for market data and program design; did not perform other services for the Company (reduces consultant conflict risk).
- Program features: Executive annual incentive uses Plan EBITDA and Plan Revenue with defined thresholds/maximums; performance shares for NEOs tied 50% to Plan EBITDA and 50% to Strategic Initiatives; FY2025 EBITDA/Revenue below thresholds → 0% payout on those components.
Say‑On‑Pay & Shareholder Feedback
- 2023 advisory vote on executive compensation passed by an overwhelming majority; committee made no design changes in response.
Related‑Party Transactions & Conflicts
- Company policy requires Board approval of material related‑party transactions.
- Disclosed items involve McCann family employment and a Clarim Holdings sublease; no transactions involving Larry Zarin were disclosed.
Governance Assessment
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Positive signals:
- Long‑tenured independent director with deep marketing/M&A integration expertise relevant to brand, customer engagement, and transaction execution.
- Active Compensation Committee member; committee uses independent consultant (Pearl Meyer) and maintains defined, formulaic performance structures for executives.
- Anti‑hedging/pledging policy supports alignment; director equity grants are meaningful and time‑vested to promote ownership.
-
Risks and potential red flags:
- No Lead Independent Director; Executive Chairman structure may concentrate influence amidst significant McCann family voting control.
- Annual Meeting engagement: only Executive Chairman attended last year’s meeting; lower visible engagement by other directors (including Zarin).
- Family‑related transactions and employment exist at the Company level (not involving Zarin), warranting continued oversight of related‑party processes.
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Overall view: Zarin’s independent status, committee service, and marketing/M&A background bolster board effectiveness on compensation and strategic communication. Lack of lead independent oversight and low AGM attendance are governance optics to monitor against the backdrop of controlled voting dynamics.