Leonard J. Elmore
1 800 FLOWERS COMAbout Leonard J. Elmore
Leonard J. Elmore, age 72 as of the 2024 proxy, has served as a Director of 1‑800‑Flowers.com, Inc. since October 2002; he is an independent director under NASDAQ rules and chaired the Nominating and Corporate Governance Committee, but is not standing for re‑election in 2025 . His background spans law (Partner at Dreier LLP, Senior Counsel at LeBoeuf/Dewey & LeBoeuf), sports media (NCAA commentator for CBS Sports, FS1, and ESPN), and academia (Senior Lecturer at Columbia University), bringing board governance and strategic oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iHoops (NCAA/NBA youth initiative) | Chief Executive Officer | May 2010–Oct 2011 | Led youth basketball initiative governance and operations |
| iHoops Board | Director | Apr 2009–May 2010 | Board service during launch phase |
| Dreier LLP | Partner (NYC HQ) | Sep 2008–Feb 2009 | Legal practice leadership |
| LeBoeuf, Lamb (Dewey & LeBoeuf) | Senior Counsel | Oct 2004–Mar 2008 | Corporate legal advisory |
| Test University | President | 2001–2003 | Led internet-delivered learning solutions |
| NCAA sports media (CBS, FS1, ESPN) | Commentator | 30+ years as of 2024 proxy | National sports broadcasting presence |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Byrna Technologies, Inc. | Director | Since Dec 2021 | Chair, Nominating & Governance; Member, Audit |
| Lee Enterprises, Inc. | Director | Feb 2007–Feb 2020 | Audit Committee member |
| Columbia University School of Professional Studies | Senior Lecturer (Sports Management) | Current as of 2024 proxy | Teaching and program leadership |
| Knight Commission on Intercollegiate Athletics | Co‑Chair | Current as of 2024 proxy | Governance of collegiate athletics |
Board Governance
- Committee leadership: Chair, Nominating & Corporate Governance Committee (Elmore marked “X*” in committee matrix) .
- Independence: All directors other than James F. McCann and Christopher G. McCann are independent; Audit Committee members meet enhanced independence standards .
- Attendance: In Fiscal 2025, Board met 5 times and “all incumbent Directors attended at least 75%” of Board and committee meetings; only Mr. J. McCann attended last year’s Annual Meeting .
- Committee activity (FY2025 meetings): Audit 4; Compensation 5; Nominating & Corporate Governance 4; Technology & Cybersecurity 4 .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Audit | Member? (not listed) | 4 |
| Compensation | Member? (not listed) | 5 |
| Technology & Cybersecurity | Member? (not listed) | 4 |
Note: Elmore is identified as not standing for re‑election alongside other directors in the 2025 proxy .
Fixed Compensation
Non‑employee director pay structure (FY2025): $50,000 annual cash retainer; committee chair fees (Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Technology & Cybersecurity $10,000); annual restricted stock grant valued at $100,000 (number of shares based on Grant Date closing price; vests fully on first anniversary) .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $54,375 | $60,000 |
| Stock Awards ($) | $75,000 | $99,995 |
| Total ($) | $129,375 | $159,995 |
- Policy changes: Board increased annual stock grant value for non‑employee directors from $75,000 to $100,000 effective with the 2024 Annual Meeting; annual retainer increased to $50,000 from $30,000 effective with the 2023 Annual Meeting .
Performance Compensation
Non‑employee directors do not receive performance‑based cash or equity; no stock options were granted to non‑employee directors in Fiscal 2025 .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Non‑Equity Incentive Plan Compensation ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| Performance Share Metrics (e.g., TSR, EBITDA) | Not applicable | Not applicable |
Other Directorships & Interlocks
| Company | Area Overlap with FLWS | Interlock/Conflict Notes |
|---|---|---|
| Byrna Technologies, Inc. (non‑lethal defense) | No direct overlap with floral/gifting | Serves as Chair of N&G and Audit member at Byrna; no related‑party ties with FLWS disclosed |
| Lee Enterprises, Inc. (newspapers) | No direct overlap | Former director; audit committee service; no FLWS related‑party ties disclosed |
Expertise & Qualifications
- Governance/committee leadership: Chair of Nominating & Corporate Governance Committee at FLWS; deep familiarity with board composition, independence, and ESG oversight .
- Legal and regulatory: Senior counsel experience at major law firms; governance roles at public companies (audit and nom/gov) .
- Media and academia: 30+ years in national sports broadcasting and current Senior Lecturer at Columbia SPS, enhancing stakeholder communication and human capital oversight .
Equity Ownership
- Beneficial ownership: 64,404 Class A shares; 0.2% of Class A outstanding; no Class B shares .
- Outstanding awards: 12,150 unvested stock awards; no outstanding stock options (non‑employee directors received no options in FY2025) .
- Hedging/pledging: Company policy prohibits hedging, margin purchases, and pledging of Common Stock by directors .
| Ownership Detail | Value |
|---|---|
| Class A Shares Beneficially Owned (#) | 64,404 (0.2%) |
| Class B Shares Beneficially Owned (#) | 0 |
| Unvested Stock Awards (#) | 12,150 |
| Option Awards Outstanding (#) | 0 |
| Hedging/Pledging Status | Prohibited by policy |
Governance Assessment
- Board effectiveness: As Nominating & Corporate Governance Chair, Elmore’s role focused on board composition, independence, succession, and ESG oversight; committee met 4 times in FY2025, suggesting active governance engagement .
- Independence and attendance: Independent under NASDAQ rules; incumbents met ≥75% attendance thresholds, though only Mr. J. McCann attended last year’s Annual Meeting (signal to monitor for investor engagement norms) .
- Compensation alignment: Director pay mix emphasizes time‑based restricted stock (annual vesting) alongside modest cash retainer/chair fees; elimination of options and absence of performance pay reduces risk of misaligned incentives but also limits pay‑for‑performance signaling at the director level .
- Conflicts/related‑party: Proxy discloses related‑party items involving McCann family members and Hanft Ideas LLC; no related‑party transactions involving Elmore are disclosed (a positive for independence) .
- Transition signal: Elmore is not standing for re‑election in 2025, indicating board refresh and potential shifts in Nominating & Governance leadership; monitor successor committee chair and continuity in ESG/board oversight .
Insider Activity (context)
- A Form 4 for Elmore was filed on December 13, 2024 (consistent with annual director stock grants timing); FY2024 director stock awards for Elmore totaled $75,000, with shares determined by Grant Date price .