Shelton Palmer

About Shelton (Shelly) Palmer

Independent director of 1-800-FLOWERS.COM, Inc. since April 24, 2025; age 67. Background includes Professor of Advanced Media in residence at Syracuse University’s S.I. Newhouse School of Public Communications and CEO of The Palmer Group, advising Fortune 500 companies on technology, media, and marketing. Media credentials include technology/business news coverage for Fox 5 New York and regular technology commentary for CNN; co-founder of the Gun Safety Alliance. Education: B.F.A. in Film/Television Production from New York University .

Past Roles

External Roles

No current public company directorships disclosed; activities include university role, consulting CEO, and media commentator .

Board Governance

• Independence: The Board determined all directors other than James F. McCann and Christopher G. McCann are independent under Nasdaq rules; Palmer qualifies as independent .
• Committee assignments (FY 2025): Technology & Cybersecurity Committee member; not a chair. All members of the Technology & Cybersecurity Committee are independent and have never been employees .
• Attendance: In FY 2025, the Board held 5 meetings; all incumbent directors attended at least 75% of Board and applicable committee meetings .

• Technology & Cybersecurity oversight: Committee responsible for data privacy, cybersecurity, IT systems quality/effectiveness, and incident response preparation; charter adopted by the Board and available on the company website .

Fixed Compensation

• Structure (non-employee directors, FY 2025): $50,000 annual retainer; committee chair fees—Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000, Technology & Cybersecurity $10,000; annual restricted Class A stock grant valued at $100,000, vesting on first anniversary; pro-rata for mid-year appointees .
• Appointment terms: Upon appointment (Apr 24, 2025), Palmer entitled to the same compensation terms, pro-rated for FY 2025 (retainer and $100,000 restricted stock grant) .

Performance Compensation

• Directors do not receive performance-based (metric-tied) pay; equity grants are time-based and fully vest one year after the grant date .

Other Directorships & Interlocks

• Public company boards: None disclosed for Palmer .
• Interlocks with competitors/suppliers/customers: None disclosed .
• Related-party/transactions: Company disclosure states no transactions involving Palmer requiring Item 404(a) disclosure in connection with his appointment . Company maintains approval policy for related-party transactions (materiality threshold $120,000), and disclosed family-related items and a sublease with Clarim; none involve Palmer .

Expertise & Qualifications

• Technology strategist and media expert; patented inventor in interactive TV; thought leader in emerging technology and digital platforms; expected to contribute to digital transformation, marketing innovation, and consumer engagement .
• Academic and advisory experience aligns with Technology & Cybersecurity oversight .

Equity Ownership

Note: The director equity grant is pro-rated upon appointment and vests after one year; no unvested awards reported for Palmer at FY 2025 year-end .

Governance Assessment

• Strengths:

  • Independence confirmed; placed on an all-independent Technology & Cybersecurity Committee, enhancing oversight in data privacy/cyber domains .
  • No related-party transactions involving Palmer; clean Item 404(a) slate supports investor confidence .
  • Attendance threshold met by all incumbent directors in FY 2025; signals engagement culture; Palmer appointed mid-year and covered by “incumbent directors” standard .
  • Skill-set directly relevant to FLWS’s digital platform, marketing innovation, and consumer engagement strategy; board biography emphasizes patented technology and digital expertise .

• Watch items:

  • Ownership alignment: As of Oct 13, 2025, Palmer reported no beneficial ownership; alignment expected to improve as pro-rata RSUs vest, but initial zero ownership is a modest alignment gap for a new director .
  • Committee leadership transition: Tech & Cyber Chair (Cannavino) not standing for re-election; chair succession will be a governance focal point next cycle; Palmer’s committee role could evolve though no prediction is made .

• Board context:

  • Significant insider/family control via McCann family group (27.7% Class A; 24.8% Class B; Stockholders’ Agreement for coordinated voting). Independent directors’ effectiveness—especially in risk, compensation, and technology oversight—remains important in balancing concentrated voting power .

RED FLAGS

• None identified specific to Palmer: no related-party transactions; no option repricing; no hedging/pledging disclosures involving Palmer; no legal proceedings disclosed in the cited filings .
• Company-level policy note: Related-party approval policy is not in writing; while process exists, lack of formal written policy is a mild governance weakness (not involving Palmer) .

Employment & Contracts (Director)

• No special arrangements/understandings for Palmer’s appointment; standard director compensation terms apply, pro-rated .
• No director-specific severance/change-of-control terms disclosed; director equity grants vest on change of control per 2003 Plan (plan-level provision; applies broadly, not director-specific) .

Say-on-Pay & Shareholder Feedback

• Not disclosed for directors individually; broader say-on-pay results not covered in the cited excerpts. Skipped.

Compensation Committee Analysis

• Not directly tied to Palmer; compensation committee chaired by Celia R. Brown in FY 2025; committee composition changes noted for non-standing members, but no consultant conflicts disclosed in cited sections . Skipped.

Summary Tables

Director Compensation Structure (FY 2025)

Palmer FY 2025 Actuals

Committee Meetings FY 2025

Beneficial Ownership (as of Oct 13, 2025)

Unvested Awards and Options (as of Jun 29, 2025)

Overall, Palmer’s independence, technology/cyber expertise, and lack of related-party ties support board effectiveness. Initial zero ownership is a minor alignment gap expected to improve with pro-rata RSU vesting; continued engagement on the Technology & Cybersecurity Committee is strategically relevant given FLWS’s digital platform and data-security needs .