Business Context and Reporting Period
This Form 8-K Current Report was filed by Flowers Foods, Inc. on October 21, 2025. The filing discloses the appointment of a new Chief Financial Officer and details the associated compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change disclosed is the appointment of D. Anthony Scaglione as Chief Financial Officer, effective January 1, 2026. Mr. Scaglione will serve as the Company's principal financial officer and principal accounting officer. Prior to his official start date, he is engaged in a consulting role from October 20, 2025, through December 31, 2025.
Compensation and Management Commentary
The filing outlines the following compensation structure for Mr. Scaglione:
- Base Salary: $785,000 annually.
- Annual Cash Incentive: Target opportunity of 100% of base salary (beginning fiscal year 2026).
- Long-Term Incentives: Targeted value of 210% of base salary, consisting of performance shares (3-year vesting) and time-based restricted stock units (3-year vesting).
- Sign-on Equity: Special award of time-based restricted stock units with a targeted grant date value of $1,400,000, vesting in four equal annual installments starting January 5, 2027.
- Sign-on Cash: $50,000 payment within one week of employment start, subject to repayment if voluntarily terminated prior to the first anniversary.
- Consulting Fee: $375 per hour for up to 30 hours per week during the interim period (Oct 2025 – Dec 2025).
- Relocation: Expected relocation to Thomasville, Georgia by August 31, 2026, with standard benefits and pro-rata repayment clauses.
Mr. Scaglione brings prior experience as CFO of Total Wine & More, ODP Corporation, and ABM Industries Inc.
Investor Verification Checklist
- Verify the effective date of the CFO transition (January 1, 2026) and the interim consulting arrangement.
- Review the vesting schedules and performance metrics for the $1,400,000 sign-on equity award and the 210% long-term incentive target.
- Confirm the repayment conditions for the $50,000 sign-on cash payment and relocation benefits.
- Check for any subsequent filings regarding the departure of the previous CFO, R. Steve Kinsey, who signed this report.