Matthew Flanigan
Performance Food GroupAbout Matthew C. Flanigan
Independent director, age 63; director since 2019. Former Executive Vice President & Chief Financial Officer of Leggett & Platt; currently Vice Chairman and Lead Director at Jack Henry & Associates. Holds a B.S. in Business Administration and Finance from the University of Missouri-Columbia . PFG’s Board has determined he is independent under NYSE and company guidelines, including for audit committee membership (Exchange Act Section 10A) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leggett & Platt, Incorporated | Executive Vice President; Chief Financial Officer | CFO 2003–2019; EVP 2005–2019 | Led financial planning, restructuring/divestitures; CFO during $1.25B ECS acquisition |
| Leggett & Platt, Incorporated | President, Office Furniture & Plastics Components Groups | 1999–2003 | Business unit leadership |
| Société Générale—Dallas | First Vice President & Manager; Vice President | 1987–1997 | Corporate lending leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jack Henry & Associates (JKHY) | Vice Chairman; Lead Director | Since 2007 | S&P 500 financial technology; governance and strategy oversight |
| Fast Radius, Inc. | Director | Jan 2022–Feb 2023 | Served on audit and transaction committee at various times; company in cloud manufacturing |
| Leggett & Platt, Incorporated | Director | May 2010–May 2019 | Public board service in manufacturing |
Interlocks: Manuel A. Fernandez served on Leggett & Platt’s board (2014–May 2025), overlapping with Flanigan (2014–2019), which indicates historic network ties but no related-party transactions disclosed involving Flanigan .
Board Governance
- Committee assignments: Audit and Finance Committee Chair; member, Technology and Cybersecurity Committee .
- Audit committee “financial expert” designation: Flanigan qualifies under SEC rules (Singer also qualifies) .
- Independence: Board determined Flanigan is independent for the Board and audit committee .
- Attendance: Audit & Finance Committee held 8 meetings with 98% attendance; Technology & Cybersecurity held 4 with 100% attendance. Board held 6 meetings; all directors attended at least 75% of aggregate meetings and attended the 2024 annual meeting .
| Committee | FY2025 Meetings | Attendance Rate |
|---|---|---|
| Audit & Finance | 8 | 98% |
| Technology & Cybersecurity | 4 | 100% |
Fixed Compensation
- Structure: Non-employee directors receive $105,000 annual cash retainer; committee chair fees: Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $20,000; Technology Chair $15,000. Equity retainer $180,000 in RSUs or DSUs; Lead Director receives additional $100,000 equity. Directors may defer cash or elect cash in RSUs/DSUs .
- Equity vesting: RSUs vest in full on the earlier of one year from grant or next annual meeting; accelerated upon change in control; DSUs settle upon separation or change in control .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 127,935 | 130,000 |
| Stock Awards ($) | 180,058 | 180,011 |
| Total ($) | 307,993 | 310,011 |
2025 grant date context: non-employee director RSUs/DSUs granted November 19, 2024; Flanigan had 2,173 RSUs outstanding as of June 28, 2025 .
Performance Compensation
- Director equity is time-based (RSUs/DSUs); no performance-conditioned metrics disclosed for director awards. Change-in-control terms accelerate vesting as described under Fixed Compensation .
| Equity Element | Grant Form | Vesting Terms | Change-in-Control Treatment |
|---|---|---|---|
| Annual Director Equity | RSUs or DSUs | RSUs vest at 1 year or next annual meeting; DSUs settle at separation or CIC | Accelerated vesting/settlement per program |
Other Directorships & Interlocks
| Company | Relationship to PFG | Interlock/Conflict Notes |
|---|---|---|
| Jack Henry & Associates | Customer/supplier not disclosed | Governance role; no related-party transactions disclosed with PFG |
| Leggett & Platt | Unrelated industry | Historic overlap with PFG director Fernandez; no PFG transactions disclosed |
| Fast Radius | Unrelated industry | No PFG transactions disclosed |
Expertise & Qualifications
- Finance, capital markets, public reporting/auditing, risk management, strategic planning, M&A; technology and cybersecurity oversight through PFG committee work .
- Audit leadership and ERM oversight via Audit & Finance Committee chair role .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 34,721 |
| Percent of Shares Outstanding | Less than 1% |
| RSUs/DSUs counted within 60 days | 2,173 (included in beneficial ownership calculation per SEC rules) |
- Ownership guidelines: Directors must hold stock equal to 5x annual cash retainer; 100% retention until met. As of September 30, 2025, all directors met the requirement except Ms. Brown (new appointee), implying Flanigan meets guidelines .
- Hedging/pledging: Company prohibits hedging and pledging by directors and executives; no pledging or hedging by Flanigan disclosed .
- Insider Form 4 activity: Not disclosed in proxy; no director-specific trading data provided in the filing (skip) .
Governance Assessment
- Board effectiveness: As Audit & Finance Chair and SEC “financial expert,” Flanigan strengthens oversight of financial reporting, ERM, internal audit, capital projects, M&A approvals, and related-person transactions, supporting investor confidence .
- Independence and attendance: Independent status, high committee attendance, and active participation in tech/cyber oversight indicate strong engagement .
- Compensation alignment: Balanced director pay with modest cash and standardized equity; year-over-year stability (FY2024 to FY2025) suggests no pay inflation. Equity is time-based with clear vesting and CIC terms; no meeting fees or performance gaming signals disclosed .
- Ownership alignment: Meets stringent 5x retainer guideline; RSUs support ongoing alignment. Prohibitions on hedging/pledging reduce misalignment risk .
- Conflicts/related party: No related-party transactions involving Flanigan disclosed; policy requires disinterested approval and recusal for any such cases, and specific related-party items disclosed pertain to other individuals (Holm and Hoskins family members), not Flanigan .
- Shareholder signals: Strong say-on-pay support (approx. 99% in 2024) and a cooperation agreement adding an activist representative to the Board demonstrate responsiveness without compromising audit independence; Flanigan’s role on Audit & Finance amid activism is a stabilizing factor .
RED FLAGS: None identified specific to Flanigan. Historic interlock with Fernandez at Leggett & Platt is a network consideration but with no PFG transactions disclosed; hedging/pledging prohibited; director attendance strong; compensation structure standard and transparent .