Michael R. Manley
1 800 FLOWERS COMAbout Michael R. Manley
Michael R. Manley, age 59, is Senior Vice President, General Counsel and Corporate Secretary of 1-800-FLOWERS.COM, Inc., a role he has held since July 2018, with prior experience as a law firm partner and senior legal/compliance roles in asset management and technology companies . The company’s pay-for-performance framework for NEOs (including Manley) emphasizes Adjusted EBITDA and Revenue, which were below thresholds in FY2025 (Adjusted EBITDA $29.166 million vs $115.5 million target; Revenue $1,685.658 million vs $1,909.2 million target), driving a 0% bonus payout; the company’s cumulative TSR from 6/26/2020 to FY2025 declined to $25 on a $100 base, reflecting recent challenges . He is subject to anti-hedging/anti-pledging and clawback policies applicable to executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venable LLP | Partner (Corporate Group) | — | National law firm partner; corporate and transactional expertise supporting public-company GC role |
| CION Investment Management, LLC | General Counsel & Chief Compliance Officer | — | Built and led legal and compliance for registered investment adviser; governance and risk orientation |
| Plainfield Asset Management LLC (various entities) | Managing Director; Co-General Counsel; CCO; Secretary | — | Multi-entity legal, compliance, and governance leadership in alternatives investing |
| PartMiner, Inc. | President and General Counsel | — | Operating and legal leadership at electronics procurement/information services company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company board roles disclosed; prior external roles above are operating/legal positions (not directorships) |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 450,000 | 450,000 |
| Target Bonus (% of Salary) | 65% (Sharing Success Program) | 65% (Sharing Success Program) |
| Actual Annual Bonus ($) | 73,125 | 0 (Company below thresholds) |
| Perquisites/All Other ($) | 750 (401k) | 750 (401k) |
Notes:
- FY2025 payout multiple for Company-wide EBITDA and Revenue was 0%; Strategic Initiatives were not eligible because Plan EBITDA < 80% of target .
Performance Compensation
Annual Incentive Plan (Sharing Success Program)
| Metric | Weighting | FY2025 Target | FY2025 Actual | Payout as % of Target | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 37.5% | $115.5m (pre-bonus) | $29.166m | 0% | Cash, after FY end |
| Revenue | 37.5% | $1,909.2m | $1,685.658m | 0% | Cash, after FY end |
| Strategic Initiatives | 25.0% | KPI targets (customer engagement, category expansion, last-mile) | 1 of 3 achieved, but EBITDA < 80% → ineligible | 0% | Cash, after FY end |
Key rules:
- Thresholds: EBITDA 90% for 50% payout; Revenue 95% for 50%; cap at 200% with EBITDA 150% and Revenue 105%; Revenue component pays only if EBITDA ≥ 90% .
Long-Term Incentive Equity (LTIP) – Grants and Vesting
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Linkage |
|---|---|---|---|---|---|
| Performance Shares (FY2025 plan) | Nov 5, 2024 | 3,483 (earned) | 29,048 | Cliff vest 3 years from grant (Nov 5, 2027) | 50% Plan EBITDA; 50% Strategic Initiatives over performance period |
| Time-Vested RSU (FY2025 cycle) | Nov 5, 2024 | 20,896 | 174,273 | 1/3 per year on each anniversary of grant | Time-based |
| Performance Shares (FY2024 plan) | Dec 14, 2023 | 9,523 (earned prior plan) | — | Cliff vest 3 years from grant (Dec 14, 2026) | Based on FY2024 plan metrics |
| Time-Vested RSU (FY2024 cycle) | Dec 14, 2023 | 12,697 | — | 1/3 per year from grant | Time-based |
| Time-Vested RSU (FY2023 cycle) | Nov 8, 2022 | 4,912 | — | 1/3 per year from grant | Time-based |
| Stock Options | Nov 8, 2022 | 68,981 total (45,988 exercisable; 22,993 unexercisable) | — | 1/3 per year; strike $8.59; exp. Nov 8, 2032 | Time-based; no FY2025 exercises |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 91,907 Class A shares (0.3% of A shares outstanding as of 10/13/2025) |
| Ownership Guidelines | 2x base salary multiple for NEOs; compliance timing: 5 years from hire or 3 years after becoming subject, whichever is later |
| Anti-Hedging/Pledging | Prohibits hedging, margin purchases, and pledging of Company stock by officers (and households) |
| Clawback | 3-year recoupment of excess incentive pay upon accounting restatement per Rule 10D-1/Nasdaq |
| Outstanding Unvested RSU/PSU | 3,483 (PSU earned FY2025, cliff vest 2027); 20,896 (RSU 2024); 9,523 (PSU earned FY2024); 12,697 (RSU 2023); 4,912 (RSU 2022) |
| Stock Options | 45,988 exercisable; 22,993 unexercisable; strike $8.59; exp. 11/8/2032 |
| In-the-Money Value (6/27/2025) | $0 intrinsic value for options at $5.13 stock price vs $8.59 strike (implies no near-term exercise pressure) |
| Director/Officer Trading | No NEO option exercises in FY2025 (table shows zero exercises) |
| Deferred Compensation | FY2025: contribution $22,500; earnings $10,975; balance $104,365 |
Employment Terms
- Role and tenure: SVP, General Counsel and Corporate Secretary since July 2018 .
- Employment agreement: None (no individual contract) .
- Severance (as of FY2025 tables): deemed two weeks per completed year of service, capped at one year of base salary; illustrative potential payout at 6/29/2025 used $103,846 cash (approx. 12 weeks), plus accelerated unvested restricted shares on change-of-control/death/disability ($264,251), no continuing health benefits .
- Change of control treatment: 2003 Plan single-trigger acceleration—awards become fully exercisable and restrictions/performance conditions deemed achieved immediately prior to a change of control, unless otherwise provided .
- Executive Severance Plan (effective 10/17/2025): for Executive Leadership with ≥1 year service terminated without cause (non-CIC), provides one year base salary, pro rata bonus (if termination after 6 months), healthcare continuation during the severance period, and limited acceleration for equity vesting proximate to termination windows; unearned performance awards forfeited .
- Anti-hedging/margin/pledging policy and clawback policy apply (see Alignment section) .
Compensation Structure Analysis
- Cash vs. equity mix: In FY2025, fixed salary was $450k with zero cash bonus payout due to underperformance against EBITDA/Revenue targets; equity remained the dominant at-risk component via time-based RSUs and performance shares, with a small portion of PSUs earned (3,483 shares) reflecting partial Strategic Initiatives achievement but overall plan underperformance .
- Shift in instruments: Awards since FY2023 emphasize RSUs and PSUs; options outstanding from 2022 are currently out-of-the-money, reducing exercise-driven selling risk in the near term .
- Target design stringency: FY2025 targets (EBITDA $115.5m; Revenue $1,909.2m) were not met (actual EBITDA $29.166m; Revenue $1,685.658m), yielding a 0% payout—including no Strategic Initiatives component due to EBITDA < 80% threshold—demonstrating downside sensitivity in the plan .
- Governance practices: Anti-hedging/pledging and clawback policies strengthen alignment; stock ownership guidelines require 2x salary for NEOs .
- Say-on-Pay: 2023 vote passed by an overwhelming majority; no design changes implemented as a result .
Performance Compensation (granular equity detail)
| Grant | Metric | Weight | Target Definition | FY Outcome | Payout/Earned | Vesting |
|---|---|---|---|---|---|---|
| FY2025 PSUs (11/5/2024) | Plan EBITDA | 50% | Company Plan EBITDA (pre-bonus, adjusted) | Below threshold | 0% of this component | Cliff vest at 3 years (earned portion only) |
| FY2025 PSUs (11/5/2024) | Strategic Initiatives | 50% | KPIs: engagement, category expansion, last-mile | Partial achievement | Contributed to 3,483 earned shares | Cliff vest at 3 years |
Investment Implications
- Pay-for-performance alignment: A 0% FY2025 bonus and limited PSU earning signal strong downside alignment; with options out-of-the-money and RSUs vesting over time, near-term selling pressure from Manley appears modest, supporting retention and alignment; anti-pledging reduces risk of forced sales .
- Retention and CIC economics: Without an individual contract, cash severance (pre-Exec Severance Plan) is modest; adoption of the Executive Severance Plan (post-FY2025) standardizes one-year salary and limited equity acceleration, while the 2003 Plan’s single-trigger CIC acceleration increases change-in-control sensitivity for equity .
- Governance and risk: Clawback and anti-hedging/pledging policies, plus stock ownership guidelines, are shareholder-friendly; absence of disclosed pledging/hedging and no FY2025 option exercises further mitigate trading-signal risk .
- Company performance headwinds: Company-level FY2025 Adjusted EBITDA and Revenue shortfalls and multi-year TSR decline frame incentive outcomes and could weigh on future realized pay unless turnaround targets are met; incentive metrics (Revenue, Adjusted EBITDA) remain the core levers .
Citations: Company documents as referenced throughout.