DEF 14A of Cal-Maine Foods Inc
Filed Aug 19, 2025 · FY20250001140361-25-031894
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS Our Fourth Amended and Restated Certificate of Incorporation (“charter”) and our bylaws provide that the number of directors shall be fixed by resolution of the Board and that such number may not be less than three nor more than 12. The Board has fixed the number of directors at eight as of the date of the Annual Meeting. Our charter provides that directors are divided into three classes to be as nearly equal in number as is practicable, with each class elected for three-year terms. Each director holds office until that director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Our directors are classified into the following three classes:
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| • | Class I directors are Melanie Boulden, Sherman L. Miller and Camille S. Young, and their terms will expire at the Annual Meeting; |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| • | Class II directors are Max P. Bowman and Letitia C. Hughes, and their terms will expire at the 2026 annual meeting of stockholders; and |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| • | Class III directors are Adolphus B. Baker, Steve W. Sanders and James E. Poole, and their terms will expire at the 2027 annual meeting of stockholders. |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Melanie Boulden, Sherman L. Miller and Camille S. Young for election as Class I directors at the Annual Meeting (each a “Director Nominee” and collectively, the “Director Nominees”). Each Director Nominee is currently a director of the Company and each Director Nominee has consented to being named as a director nominee in this proxy statement and to serve as a director if elected. If elected, each Director Nominee will hold office until the Company’s 2028 annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise specified, proxies will be voted FOR the election of the Director Nominees named above. If, at the time of the Annual Meeting, any of the Director Nominees named above are unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person or persons as the Board may designate in its discretion, unless otherwise directed. Under our bylaws, our directors are elected by a plurality of votes cast. For more information on the voting requirements, see “Voting Shares—Election of Directors” and —“Voting Requirements” above. The Board unanimously recommends a vote “FOR” each Director Nominee.
DIRECTORS AND DIRECTOR NOMINEES
DIRECTORS AND DIRECTOR NOMINEES Below is biographical information about each of our current directors and Director Nominees, including information regarding tenure as a director of the Company, business experience and qualifications, education and other public company directorships. In addition to the qualifications referred to below, see Corporate Governance – Skills Matrix for information regarding the specific skills of each of our directors and Director Nominees.
DIRECTORS AND DIRECTOR NOMINEES
| | Adolphus B. Baker Board Chair, Cal-Maine Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 68 | 1991 | • Executive (Chair) | Trustmark Corporation and Trustmark National Bank |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Adolphus B. Baker serves as Board Chair. He was elected as Board Chair in 2012. Previously, Mr. Baker served as Company Chief Executive Officer from 2010 to September 30, 2022, President from 2010 to 2018, and as Chief Operations Officer from 1997 to 2010. Mr. Baker served as Company Vice President and Director of Marketing from 1987 to 2010 after earning his promotion from his prior position as Company Assistant to the President in 1987. Mr. Baker joined Cal-Maine Foods in 1986. Mr. Baker has guided Cal-Maine Foods’ emergence as the largest producer and distributor of fresh shell eggs and egg products in the United States. During his tenure, the Company has identified, acquired and successfully integrated 26 companies that have driven enterprise growth. Mr. Baker was also instrumental in delivering the Company’s 1996 initial public offering and Nasdaq listing (Nasdaq: CALM). Mr. Baker’s focus on prudential growth helped drive net sales of $293 million in fiscal 1997 to the Company’s highest net sales of $3.1 billion in fiscal 2023. He helped the Company align enterprise production, sales and distribution capabilities to generate annual sales volumes in excess of one billion dozen shell eggs, which represent about 21% of current United States domestic shell egg consumption. Mr. Baker has helped expand the Company’s total addressable market through our growth strategies. Notably, Mr. Baker has supervised the installation of an asset base that helps the Company provide a spectrum of food choices across product categories. As Board Chair, Mr. Baker remains actively involved in managing the Company, with a focus on strategy, capital allocation, advising the senior management team and leading the Board. Mr. Baker also leverages his deep experience and diverse skillset to advise the Company on its engagement with stakeholders. Mr. Baker currently serves on the Board of Directors of Eggland’s Best, Inc., and the board of managers of Eggland’s Best, LLC. He previously served as Chairman of the American Egg Board, United Egg Producers, Egg Clearinghouse, Inc. and the Mississippi Poultry Association. He has also previously served as a Director of United Egg Producers. He currently serves on the Board of Directors of Trustmark Corporation and its subsidiary, Trustmark National Bank. Mr. Baker earned a Bachelor of Business Administration from Mississippi State University in 1980. He is the son-in-law of the late Fred R. Adams, Jr., the Company’s founder. The Board believes that Mr. Baker’s highly informed view of Company operations, his depth and breadth of experience and his continued poultry industry engagement qualify him to serve on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | Melanie Boulden Former Executive Vice President, Chief Growth Officer, Tyson Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 53 | 2025 | • Ms. Boulden has been appointed to serve on the Audit, Compensation and Nominating and Corporate Governance Committees commencing September 1, 2025. | Adobe Inc. |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Melanie Boulden was appointed to the Board as an independent director in 2025. Ms. Boulden formerly served as the Group President of the Prepared Foods business unit from September 2023 to October 2024 and Executive Vice President, Chief Growth Officer from February 2023 to May 2025 for Tyson Foods, Inc. (“Tyson Foods”), where she remains a consultant. Tyson Foods is a multinational protein-focused food company. As Group President of Tyson Foods’ Prepared Foods business unit, Ms. Boulden had full P&L responsibility, leading a multibillion-dollar retail, foodservice and ecommerce portfolio, which included beloved and category-leading brands, such as Jimmy Dean®, Hillshire Farm® and Ball Park®. She was responsible for several manufacturing facilities and more than 19,000 team members. As Executive Vice President, Chief Growth Officer, Ms. Boulden led innovation, research and development, consumer insights and analytics, demand planning, marketing communications, and corporate communications across the enterprise. Ms. Boulden previously held roles as Chief Marketing Officer of the North America operating unit of The Coca-Cola Company from January 2021 to December 2022, leading a multibillion-dollar brand portfolio consisting of more than 20 brands; President of the Still Beverages business unit at Coca-Cola North America from April 2020 to January 2021, leading the water, sports drinks, tea and coffee businesses; and President and General Manager of Venturing and Emerging Brands at Coca-Cola North America from August 2019 to April 2020. Ms. Boulden’s earlier corporate experience includes senior global marketing roles at Reebok International, Ltd., Crayola LLC, Kraft Foods Group Inc., and Henkel Consumer Goods, USA. Ms. Boulden currently serves on the board of directors of Adobe Inc. She holds a Bachelor of Science degree from Iowa State University and a Master of Business Administration degree from the University of Iowa with concentrations in finance and marketing. The Board believes that Ms. Boulden’s deep expertise in the food, beverage and protein industry and nearly three decades of business management and brand-building experience qualify her to serve on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | Max P. Bowman Vice President, Chief Financial Officer, Cal-Maine Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 65 | 2018 | • Executive | None |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Mr. Bowman has served as Company Vice President and Chief Financial Officer since October 5, 2018, when he was elected to the Board. Mr. Bowman also serves as treasurer and secretary. He joined the Company in June 2018 as Vice President, Finance. Mr. Bowman is a Certified Public Accountant who has extensive experience leading corporate finance and accounting, financial reporting, risk management and merger and acquisition efforts. Mr. Bowman is responsible for the Company’s business line finance group, accounting and financial reporting, corporate development, financial planning and analysis, human capital, information technology, investor relations, risk management and sustainability functions. Prior to joining the Company, Mr. Bowman served as Chief Financial Officer of Southern States Utility Trailer Sales and H&P Leasing from 2014 to 2018. In 2003, Mr. Bowman co-founded Tenax, LLC, a holding company for Tenax Aerospace, a special-mission aircraft-leasing company. At Tenax, Mr. Bowman served as chief executive officer, chief financial officer and president. From 1985 to 2002, Mr. Bowman served in progressive roles of responsibility at ChemFirst, Inc. (NYSE: CEM), a diversified global agricultural, intermediate and fine chemical manufacturer and provider of electronic materials and chemicals to the semiconductor industry that was previously listed on the New York Stock Exchange. Mr. Bowman was appointed as Chief Financial Officer of ChemFirst in 1997 and served in this role until ChemFirst was sold to DuPont Co in December 2002. Previously, Mr. Bowman began working at Arthur Andersen & Company in 1982 and was serving as a Senior Auditor when he left the firm in 1985. Mr. Bowman’s earlier board service includes Tenax and WGS Systems. He earned a Bachelor of Accountancy Degree from Mississippi State University. The Board believes that Mr. Bowman’s extensive experience in managing the finance divisions of public and private companies and successful dealmaking track record qualify him to serve on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | Letitia C. Hughes Retired Senior Vice President, Trustmark National Bank | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 73 | 2001 | • Audit (Chair) • Compensation • Nominating and Corporate Governance | None |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Letitia C. Hughes was elected to the Board as an independent director in 2001, and appointed as lead independent director on July 22, 2025. Ms. Hughes retired as Senior Vice President and Manager of Private Banking at Trustmark National Bank in Jackson, Mississippi, in 2014 after more than forty years of service as a private wealth management expert, industry vertical banker and credit analyst. During her career, Ms. Hughes earned progressively more senior roles tied to financial services, human capital management and technology management, among other capabilities. She served as a subject matter expert for customer privacy, bank secrecy and anti-money laundering governance initiatives. Ms. Hughes also helped the bank develop standards for measuring progress against key legal, compliance and performance objectives. Ms. Hughes most recently served as Senior Vice President at Trustmark. She focused her career on private banking from 1995 until her retirement. Ms. Hughes helped high net-worth individuals and their families meet their financial goals by providing holistic wealth planning capabilities, including financial analysis, real estate and portfolio management solutions and insurance, tax and trust-planning services. Between 1980 and 1995, Ms. Hughes served as a relationship manager for small- and medium-size corporate clients and offered merger and acquisition advisory services in addition to loan-origination capabilities across industry verticals, including manufacturing, food processing and heavy equipment leasing and finance, among others. In 1975, Ms. Hughes was promoted to a generalist credit analyst role dedicated to support the bank’s risk management efforts. She began her career with Trustmark in 1974 as a management trainee. During her career, Ms. Hughes maintained active Series 6, Series 7 and Series 63 licenses. Ms. Hughes continues to contribute to community organizations, including serving in a number of leadership and advisory roles in the Jackson, Mississippi, area. Notably, she previously served as President of the Junior League of Jackson, Mississippi. Ms. Hughes has served on the Board of Trustees of Methodist Rehabilitation Center (“MRC”) in Jackson since 2007. Since 2012, she has also supported the MRC’s Wilson Research Foundation, which is devoted to build a research and education program to advance the clinical practice of neurorehabilitation, with board service and Investment Committee participation and oversight. Ms. Hughes earned her B.S. in Math from Vanderbilt University in 1974. The Board believes that Ms. Hughes’ broad audit, finance and banking experience, in addition to her general knowledge of the Company’s operating environment, qualify her to serve on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | Sherman L. Miller President and Chief Executive Officer, Cal-Maine Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 50 | 2012 | • Executive | None |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Mr. Miller was elected to the Board in 2012. He has devoted his entire professional career to the Company since joining in 1996, serving in various positions of increasing responsibility. He has served as President since 2018 and was elected as Chief Executive Officer (“CEO”) on September 30, 2022. Mr. Miller previously served as Chief Operating Officer (“COO”) from 2011 to March 24, 2023, where he had primary responsibility for commodity sourcing, procurement and distribution logistics, as well as oversight for the Company risk policies tied to food safety, environmental management and animal welfare. Mr. Miller is a widely recognized animal protein industry expert. He brings extensive experience in attracting and retaining the talent base necessary to support the Company’s growth strategy, both organically and through acquisitions. He also brings a deep understanding of the regulatory landscape that governs how safe, quality food is produced, processed and brought to market. As CEO, Mr. Miller is a proven leader in managing our business through the various market cycles that are characteristic of our industry. His strategic vision is focused on the Company’s long-term growth and value creation for all our stakeholders, including our customers, employees, investors, the communities we serve, the chickens under our care, and the families who rely on us for quality egg products. Mr. Miller’s current and prior board service includes contributions to the United Egg Producers, the U.S. Poultry and Egg Association and the Mississippi State University Poultry Science Advisory Board, among others. He earned his B.S. in Poultry Science from Mississippi State University, where he currently serves as the Distinguished Fellow for the Department of Poultry Science. The Board believes that Mr. Miller’s recognized and substantial industry experience, operational expertise, track record of innovation and successful execution of the Company’s strategies qualify him to serve on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | James E. Poole Retired Founder and Managing Partner, GranthamPoole | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 76 | 2004 | • Audit • Compensation (Chair) • Nominating and Corporate Governance | None |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | James E. Poole was elected to the Board as an independent director in 2004. Mr. Poole is a Certified Public Accountant who retired in 2013 as a Principal of GranthamPoole PLLC, a public accounting firm he co-founded in 1999. GranthamPoole grew into one of the southeastern United States’ largest regional accounting firms, driven largely by the firm’s recognized expertise designing audit, ethics and governance programs for clients. Mr. Poole’s service to the firm included Management Committee membership and senior partner and principal roles. Mr. Poole’s practice focused on identifying clients’ key business risks and helping them integrate liability management and insurance strategies into growth-focused operating cultures. He also supervised the expansion of the firm’s merger and acquisitions and tax-consulting practices. Prior to co-founding GranthamPoole, Mr. Poole founded James E. Poole, CPA, a public accounting firm, in 1985. Under his leadership, the firm quickly scaled its valuation and merger and advisory practices on behalf of corporate clients pursuing growth, among other specialty areas. Previously, Mr. Poole co-founded Mississippi Mortgage Company, a company focused on low-income housing mortgage origination and syndication. He also built other businesses, including a real estate company focused on residential development in the Florida panhandle in addition to a business dedicated to oil and gas exploration. A native of Oxford, Mississippi, Mr. Poole earned a Bachelor of Business Administration with a major in Accounting from University of Mississippi in 1972. He is very well-known for his contributions to the Ole Miss football team as a standout player. Mr. Poole is also active in the community. He previously volunteered for Kairos Prison Ministries, an organization devoted to serve incarcerated men, women and youth and assist those who have been impacted by incarceration. He previously served on the ministry’s Central Mississippi Board of Directors. The Board believes that Mr. Poole’s extensive audit and financial experience, risk management expertise, successful track record of business development and broad knowledge of the general business climate where the Company operates qualify him for service on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | Steve W. Sanders Retired Partner Ernst & Young | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 79 | 2009 | • Audit • Compensation • Nominating and Corporate Governance (Chair) | None |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Steve W. Sanders was elected to the Board as an independent director in 2009. Mr. Sanders is a Certified Public Accountant who retired as Managing Partner of the Ernst & Young LLP, Jackson, Mississippi, office after more than 30 years of service. Mr. Sanders has extensive audit, merger and acquisition accounting and valuation-advisory experience. In his practice, Mr. Sanders advised private companies searching for bolt-on acquisitions and engaging in initial public offerings. Mr. Sanders also has broad experience providing industry verticals with audit services and various acquisition audits and related services. Mr. Sanders was promoted to partner at Ernst & Young in 1986. During his tenure, Mr. Sanders was increasingly responsible for human capital management, including hiring, retention and client-side staffing for the Jackson, Mississippi, office. He also supervised the Jackson, Mississippi, office’s ethics, legal and regulatory compliance prior to his retirement in 2002 as Managing Partner. Mr. Sanders’ early career included experience working part-time at a poultry company, which gave him insight into the poultry industry’s operating needs. Mr. Sanders served as a Lecturer at the Richard C. Adkerson School of Accountancy at Mississippi State University, where he taught accounting and auditing courses from 2003 until his retirement in 2017. His previous board service includes a directorship of Valley Services, Inc., a privately held national contract food services manager, from 2002 until Elior North America acquired the business in 2012. Mr. Sanders’ community activities include service to Broadmoor Baptist Church in Madison, Mississippi, including as the former Chairman of its Finance Committee. Mr. Sanders earned his B.S. of Accountancy at Mississippi State University in 1968 and Masters in Business Administration in 1969. The Board believes that Mr. Sanders’ extensive audit, accounting and finance experience, in addition to his human capital management and leadership record, qualify him to serve on the Board. |
DIRECTORS AND DIRECTOR NOMINEES
| | Camille S. Young Principal and Director, Cornerstone Government Affairs | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 52 | 2021 | • Audit • Compensation • Nominating and Corporate Governance | Mississippi Power Company |
DIRECTORS AND DIRECTOR NOMINEES
| Business Experience, Qualifications, Attributes and Skills | | Camille S. Young was elected to the Board as an independent director in 2021. Ms. Young brings more than twenty years of government affairs experience with Mississippi’s elected state and local government officials. Ms. Young maintains deep relationships with business leaders and community influencers nationally and across the state of Mississippi. She deploys her issue expertise and relationships to help clients navigate policies, create and drive effective advocacy campaigns, utilize business and development opportunities and craft successful public affairs efforts. In her practice, Ms. Young also helps clients pursue mergers and acquisitions, navigate supply chain complexities and manage value chain risks. Ms. Young currently serves as Principal and Director of Cornerstone Government Affairs, a full-service, bipartisan consulting firm specializing in federal and state government relations, public affairs and strategic communications and advisory services. At Cornerstone, Mr. Young co-chairs the firm’s Diversity and Inclusion Working Group. Ms. Young joined the firm in 2011. Previously, Ms. Young served as a government affairs representative with one of Mississippi’s leading law firms, Watkins Ludlam Winter & Stennis, from 2001 to 2011, where she was a member of the Government Affairs practice group. She was responsible for managing clients’ legislative advocacy, public affairs and community relations efforts. Prior to joining Watkins Ludlam, Ms. Young served the Mississippi Farm Bureau Federation for five years in various roles as a communications specialist, director of media relations and a government relations specialist. She also held a position with the United States Department of Agriculture as an outreach and public affairs specialist. Ms. Young serves as a member of the inaugural Diversity and Inclusion Committee of the Madison County Business League and Foundation in Mississippi. She previously served as President of the Mississippi State University National Alumni Association, where, during her tenure, she helped drive increased participation by diverse members of the alumni base. Ms. Young has contributed to community activities such as the Greater Jackson Chamber Partnership Board of Directors, the Junior League of Jackson Sustainers Board of Directors, Alpha Kappa Alpha Sorority, Incorporated, and the Mississippi 4-H Foundation. Ms. Young’s public board service includes Mississippi Power Company, a subsidiary of Southern Company. She also serves on the board of privately-held BankFirst Financial Services. Ms. Young earned her B.A. in Communication and M.S. in Agriculture & Extension Education from Mississippi State University. The Board believes that Ms. Young’s extensive human capital, government and regulatory relations, risk management and strategic planning experience qualify her to serve on the Board. |
Director Nomination Process and Consideration of Director Nominees
Director Nomination Process and Consideration of Director Nominees At least annually, the Nominating and Corporate Governance Committee reviews the composition and size of the Board. In recommending director nominees to the Board, the Nominating and Corporate Governance Committee considers any specific criteria the Board may request from time to time and such other factors as it deems appropriate. These factors may include any special training or skill, experience with businesses and other organizations of comparable size and type, experience or knowledge with businesses that are particularly relevant to the Company’s current or future business plans, financial expertise, the interplay of the candidate’s experience with the experience of the other directors, sufficient time to devote to the responsibilities of a director, freedom from conflicts of interest or legal issues, Board and committee composition requirements of the SEC and Nasdaq and the extent to which, in the Nominating and Corporate Governance Committee’s opinion, the candidate would be a desirable addition to the Board, including how the candidate’s qualities and attributes would complement the other directors’ backgrounds. Additional factors that may be taken into consideration include, but are not limited to, advanced studies and certifications, industry experience, and areas of corporate experience. The Nominating and Corporate Governance Committee believes that the different backgrounds of the directors of the Board contribute to the overall insight necessary to evaluate matters coming before the Board. Each candidate brought to the attention of the Nominating and Corporate Governance Committee, regardless of who recommended such candidate, will be considered on the basis of the criteria set forth above. As part of its role in the director nominations process, the Nominating and Corporate Governance Committee considers potential director nominees proposed by committee members, other members of the Board, the Company’s advisors, management or our stockholders. Any stockholder desiring to submit a director candidate for consideration should submit the candidate’s name, address and detailed background information to the Secretary of the Company at the Company’s address shown above under “General Matters.” The Secretary will forward such information to the Nominating and Corporate Governance Committee for its consideration. After the Nominating and Corporate Governance Committee was established by the Board on March 25, 2025, the committee initiated a process to identify and recruit qualified candidates to serve as directors of the Company, seeking suggestions from directors, management and the Company’s advisors. As part of its process, the committee identified Ms. Boulden, who was brought to the committee’s attention by one of the Company’s outside financial advisors. Based on Ms. Boulden’s experience, qualifications, attributes and skills as described above under “Directors and Director Nominees,” the committee recommended to the Board, and the Board approved, the appointment of Ms. Boulden to the Board as a Class I director in August 2025 and as nominee for election as a Class I director at the Annual Meeting.
Recent Changes to our Executive Compensation Program
Recent Changes to our Executive Compensation Program In early 2025, Mercer, the Compensation Committee’s independent compensation consultant, was engaged to perform its periodic review of the Company’s executive officer compensation practices and also reviewed the severance practices of the Company’s peers and broader market executive severance practices. Based on this review, the Compensation Committee approved the following changes to our executive compensation program to better align it with market practices, support stockholder interests, and promote the Company’s ability to attract and retain executive talent:
Recent Changes to our Executive Compensation Program
| • | Performance-Based Long-Term Incentive Award – Effective June 1, 2025, the Company implemented a new performance-based long-term incentive award under our executive compensation program. Pursuant to these awards, our named executive officers have the opportunity to receive Common Shares based on the Company’s achievement of specific performance goals tied to the following two equally weighted measures: the Company’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. These goals are measured over a three-year performance period. |
Recent Changes to our Executive Compensation Program
| • | Severance and Change in Control Agreements – Effective April 8, 2025, the Company entered into Severance and Change in Control Agreements with the following named executive officers: Messrs. Miller, Bowman, Walters and Holladay. These agreements provide for severance benefits in connection with an involuntary termination of employment without cause both before and after a change in control of the Company. |
Recent Changes to our Executive Compensation Program
These new programs are described in greater detail below under “Elements of Compensation – Equity Compensation” and “General Matters Regarding Executive Compensation – Employment Agreements and Severance and Change in Control Agreements,” respectively, as well as in the “Potential Payments Upon Termination or Change in Control” section.
Compensation Best Practices
| • | NEW Performance-Based Long-Term Incentive Awards—Beginning in fiscal year 2026, a portion of our long-term equity compensation program includes performance awards that reward financial performance and shareholder returns. |
Compensation Best Practices
| • | NEW Double Trigger Severance Payments—Our new executive Severance and Change in Control Agreements do not provide for single trigger cash payments upon a change in control; our executives are entitled to severance only upon certain circumstances as the result of a termination of employment, whether before or after a change in control. |
Compensation Best Practices
| • | Independent Compensation Consultant—The Committee periodically engages an independent compensation consultant to prepare surveys of executive officer and director compensation based on a peer group comprised of publicly traded companies. |
Base Salary
Base Salary We believe that base salaries, which provide fixed compensation, should meet the objective of attracting and retaining the executive officers needed to manage our business successfully. Base salary adjustments, if any, are typically approved in December of each year and become effective January 1st of the following calendar year. After consideration of the review of peer company compensation prepared in 2024 by Mercer (US) Inc. (“Mercer”), a compensation consulting firm engaged by our Compensation Committee, which review indicated that the base salaries of our executive officers lagged behind the 25th percentile of our peer group, the Compensation Committee approved base salary increases effective January 1, 2025 as follows: Mr. Baker – no increase, Mr. Miller – 18%, Mr. Bowman – 8%, Mr. Walters - 18% and Mr. Holladay – 9%. Following these increases, the base salaries of our named executive officers continue to remain below the 25th percentile of our peer group based on Mercer’s most recent peer company compensation reviews. See “Benchmarking of Compensation” below for information regarding recent updates to the Mercer report.
Annual Cash Bonus
Annual Cash Bonus The annual bonus program for our named executive officers is a variable, at-risk component of compensation designed to reward these officers for maximizing annual Company performance. The Executive Committee recommends executive bonuses, and the Compensation Committee reviews these recommendations and makes the final determination as to bonus awards. Our Company’s profitability has historically been the most significant item in determining bonus amounts for the named executive officers, but the Compensation Committee also considers each executive’s workload and job performance in determining bonuses. For fiscal 2025, the Compensation Committee determined that each named executive officer would have a target bonus equal to 25% (for Mr. Baker) or 50% (for all other named executive officers) of the sum of the officer’s base salary plus such officer’s prior year bonus. Similar to past years, if we earn a minimum profit, on a pre-tax basis, of five cents per dozen eggs produced, the executive could earn the full portion of his bonus attributable to our profitability (50% of the total), subject to adjustment at the discretion of the Compensation Committee. If our profit is less than five cents per dozen eggs produced, the executive’s bonus attributable to our profitability would be reduced by a corresponding percentage, again subject to adjustment at the discretion of our Compensation Committee. All of our executives performed well and met expectations during fiscal 2025. Given our record earnings, profitability and operational performance in fiscal year 2025, the Compensation Committee approved payout of bonuses equal to 200% of each named executive officer’s target bonus for 2025. The Compensation Committee also approved bonuses equal to 200% of substantially all other employees’ target bonuses for 2025.
Equity Compensation
Equity Compensation The Company believes it is essential to provide our named executive officers with a long-term equity component of compensation in order to better align their interests with those of the Company’s stockholders. Our named executive officers participate in our 2012 Plan. On December 10, 2024, the LTIP Committee authorized grants of RSAs to a broad base of employees of the Company, including the named executive officers, which grants were effective January 14, 2025. The RSAs vest fully on the third anniversary of the date of grant, January 14, 2028. The use of RSAs, the level of RSAs awarded to each named executive officer, and the vesting structure of such RSAs were based in large part on the LTIP Committee’s review and evaluation of Mercer’s 2024 peer company compensation review, comparisons to the Company’s peer group, and the Company’s overall compensation strategy and objectives. See the “Benchmarking of Compensation” and “Compensation Consultants” sections below. While the LTIP Committee did not and the Compensation Committee has not developed formal policies concerning the timing of grants and other matters, the practice has been to authorize grants of restricted shares annually in mid-December, with the grants being effective the following January. As noted above, in April 2025, the Compensation Committee implemented a new performance-based component of our long-term equity program. Effective June 1, 2025, each of our named executive officers received an award of PSUs, each representing the right to receive one Common Share, provided the applicable service and performance conditions are met. Specifically, the terms of the PSUs provide that they will pay out after a three-year performance period contingent on (a) the executive’s continued service through the performance period, except as otherwise provided in the award agreement, and (b) the Company’s achievement of specific performance goals tied to the following two equally weighted measures: the Company’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. Depending on the level of achievement of these two measures over the performance period, the PSUs will pay out between 0% and 150% of the target award.
Employment Agreements and Severance and Change in Control Arrangements
Employment Agreements and Severance and Change in Control Arrangements None of our named executive officers has an employment agreement with the Company. However, we provide certain named executive officers with contractual protections in the event of an involuntary separation either prior to or in connection with a change in control of the Company. Effective April 8, 2025, the Company entered into a Severance and Change in Control Agreement with each of Mr. Miller, Mr. Bowman, Mr. Walters, and Mr. Holladay. These agreements continue in effect through May 31, 2030, after which they will automatically renew for additional one-year periods unless prior written notice of non-renewal is provided by the Company. We believe that severance protections can play a valuable role in attracting and retaining key executive officers, and that these benefits also serve our stockholders’ interests by promoting a continuity of management in the context of an actual or threatened change in control transaction. We also believe that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage these officers to remain employed with the Company during the important time when their prospects for continued employment following a transaction are often uncertain, we provide them with enhanced severance benefits if their employment is terminated by the Company without cause or by the executive with good reason in connection with a change in control. We do not provide excise tax gross-up protections under any change in control arrangements with our named executive officers. Additionally, existing grants of RSAs vest on death, disability or change in control, and the Compensation Committee in its sole discretion may determine that such grants will vest partially or in full upon retirement. Benefits under the SERP will also vest upon disability or a change in control. See the “Potential Payments Upon Termination or Change in Control” section below.
Benchmarking of Compensation
Benchmarking of Compensation Since fiscal year 2013, the Compensation Committee has engaged Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), to periodically provide compensation analysis and consulting services regarding the Company’s executive and director compensation. Part of this engagement involves benchmarking the Company’s executive pay against a peer group and published compensation surveys. Mercer provided the Compensation Committee with an executive compensation analysis in 2024 (the “2024 Review”) and in 2025 (the “2025 Review”), which included a benchmarking analysis using the same peer group in both years (the “Peer group”). The Peer group consists of 16 companies, all of which were publicly traded at the time of the reports. The Peer group was selected based on research by Mercer and input from management and consisted of the following companies primarily based on size as measured by revenues (with the Company falling in the 60th and 58th percentile in 2024 and 2025, respectively) as well as other metrics such as market capitalization, EBITDA and total employee headcount. The 2024 Review was used by the Compensation Committee in making decisions with respect to executive pay for 2025, and the 2025 Review was used for the implementation of our new PSU program and our new executive Severance and Change in Control Agreements.
Peer Group
Peer Group
Peer Group
| B&G Foods, Inc. | J&J Snack Foods Corp. | The Simply Good Foods Company | | The Boston Beer Company, Inc. | Lamb Weston Holdings, Inc. | Treehouse Foods, Inc. | | Darling Ingredients, Inc. | Lancaster Colony Corporation | Utz Brands, Inc. | | Flowers Foods, Inc. | Post Holdings, Inc. | Vital Farms, Inc. | | Fresh Del Monte Produce Inc. | Primo Water Corporation | | | The Hain Celestial Group, Inc. | Seneca Foods Corporation | |
Compensation Consultants
Compensation Consultants In addition to the services described above, the Chair of the Compensation Committee periodically engages Mercer on behalf of the Compensation Committee to review annual and long-term incentive plan designs for competitiveness and alignment with peer companies, and to update management and the Board on executive and director compensation trends. This review was most recently completed late in early calendar 2025 and was substantially consistent with the 2024 Review. Mercer reported to Mr. Poole, who is an independent director and Chair of the Compensation Committee, and consulted with Mr. Baker, Board Chair and Mr. Bowman, Vice President and Chief Financial Officer of the Company, in connection with the Executive Committee’s determinations and recommendations regarding other officers’ compensation. The Compensation Committee periodically assesses the independence of Mercer and whether any of its work presents a conflict of interest. The Compensation Committee has assessed the independence of Mercer pursuant to applicable SEC and Nasdaq rules and concluded that the engagement did not raise any conflicts of interest.
COMPENSATION TABLES
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Adolphus B. Baker, | 2025 | 489,250 | 332,956 | 107,991 | -0- | 96,122 | 1,026,319 | | Board Chair | 2024 | 489,250 | 176,662 | 102,297 | -0- | 80,161 | 848,370 | | | 2023 | 487,058 | 326,095 | 102,682 | -0- | 69,393 | 985,228 | | Sherman L. Miller, | 2025 | 456,731 | 874,874 | 179,361 | 35,113 | 146,681 | 1,692,760 | | President/CEO | 2024 | 408,438 | 374,874 | 158,470 | 36,436 | 129,757 | 1,107,975 | | | 2023 | 370,826 | 487,122 | 154,401 | 10,889 | 126,189 | 1,149,427 | | Max P. Bowman, VP/ | 2025 | 335,577 | 648,687 | 137,243 | 170,540 | 109,471 | 1,401,518 | | CFO/ Treasurer/ | 2024 | 318,160 | 298,687 | 125,140 | 159,425 | 102,982 | 1,004,394 | | Secretary | 2023 | 306,345 | 408,561 | 121,941 | 41,750 | 97,740 | 976,337 | | Robert L. Holladay, | 2025 | 300,577 | 580,000 | 122,397 | 32,956 | 92,974 | 1,128,904 | | Jr., VP/General | 2024 | 283,313 | 265,000 | 111,303 | 34,481 | 85,961 | 780,058 | | Counsel | 2023 | 268,141 | 360,000 | 105,441 | 10,411 | 81,922 | 825,915 | | Michael T. Walters, | 2025 | 296,154 | 555,481 | 116,128 | -0- | 152,512 | 1,120,275 | | VP/COO | 2024 | 248,659 | 230,481 | 91,700 | -0- | 133,943 | 704,783 | | | 2023 | 189,938 | 278,942 | 61,458 | -0- | 65,734 | 596,072 |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Adolphus B. Baker | 01/14/25 | 12/10/24 | 982 | 107,991 | | Sherman L. Miller | 01/14/25 | 12/10/24 | 1,631 | 179,361 | | Max P. Bowman | 01/14/25 | 12/10/24 | 1,248 | 137,243 | | Robert L. Holladay, Jr. | 01/14/25 | 12/10/24 | 1,113 | 122,397 | | Michael T. Walters | 01/14/25 | 12/10/24 | 1,056 | 116,128 |
GRANTS OF PLAN-BASED AWARDS
| (1) Amounts shown in this column represent grants of RSAs made in fiscal year 2025, which vest fully on the third anniversary of the date of grant, generally conditioned upon the grantee remaining employed by the Company. Vesting of such RSAs is accelerated upon a change in control of the Company or upon the death or disability of the grantee. If the grantee’s employment is terminated due to retirement, the Compensation Committee may provide for full or partial vesting of such shares in its sole discretion. |
GRANTS OF PLAN-BASED AWARDS
| (2) The grant date fair value of the RSAs set forth in this column is based on the closing price of Company common stock on the grant date, which was $109.97. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Stock Awards | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Adolphus B. Baker | | | | | | 1/13/2023 | 1,898 | 182,075 | | | 1/12/2024 | 1,863 | 178,718 | | | 1/14/2025 | 982 | 94,203 | | Sherman L. Miller | | | | | | 1/13/2023 | 2,854 | 273,784 | | | 1/12/2024 | 2,886 | 276,854 | | | 1/14/2025 | 1,631 | 156,462 | | Max P. Bowman | | | | | | 1/13/2023 | 2,254 | 216,226 | | | 1/12/2024 | 2,279 | 218,624 | | | 1/14/2025 | 1,248 | 119,721 | | Robert L. Holladay, Jr. | | | | | | 1/13/2023 | 1,949 | 186,968 | | | 1/12/2024 | 2,027 | 194,450 | | | 1/14/2025 | 1,113 | 106,770 | | Michael T. Walters | | | | | | 1/13/2023 | 1,136 | 108,976 | | | 1/12/2024 | 1,670 | 160,203 | | | 1/14/2025 | 1,056 | 101,302 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) All of these RSA grants were made under the 2012 Plan and will vest fully on the third anniversary of the date of grant, conditioned upon the grantee remaining employed by the Company. Vesting of such RSAs is accelerated upon a change in control of the Company (as defined in the 2012 Plan) or upon the death or disability of the grantee. If the grantee’s employment is terminated due to retirement, the Compensation Committee may provide for full or partial vesting of such shares in its sole discretion. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Market value is based on the closing price of Company common stock as of May 30, 2025, the last business day of the Company’s fiscal year 2025, which was $95.93. |
STOCK VESTED
STOCK VESTED
STOCK VESTED
| | Restricted Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized On Vesting ($)(2) | | Adolphus B. Baker | 7,433 | 817,407 | | Sherman L. Miller | 2,487 | 273,495 | | Max P. Bowman | 2,487 | 273,495 | | Robert L. Holladay, Jr. | 2,487 | 273,495 | | Michael T. Walters | 1,488 | 163,635 |
STOCK VESTED
| (1) The number of shares acquired is reported on a gross basis. The Company withheld the necessary number of shares of common stock in order to satisfy withholding taxes due upon vesting of the RSAs, thus the named executive officers actually received a lower number of shares of the Company’s common stock than the numbers reported in this table. |
STOCK VESTED
| (2) The value realized on vesting of RSAs is based on the closing sale price on the date of vesting of the RSAs or, if there were no reported sales on such date, on the last preceding date on which any reported sale occurred. |
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Adolphus B. Baker | -0- | -0- | 93,362 | -0- | 1,861,517 | | Sherman L. Miller | -0- | 76,500 | 9,692 | -0- | 233,415 | | Max P. Bowman | 14,539 | 58,500 | 24,699 | -0- | 531,337 | | Robert L. Holladay, Jr. | -0- | 52,200 | 6,692 | -0- | 160,843 | | Michael T. Walters | -0- | 49,500 | 2,178 | -0- | 212,258 |
NONQUALIFIED DEFERRED COMPENSATION
| (1) The entire amount reported in this column for each named executive officer is included within the amount reported as 2025 all other compensation in the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION
| (2) Beginning in fiscal 2022, contributions in the DC Plan are treated as if invested in one or more investment vehicles selected by the participant. The current deemed investments available under the DC Plan and the latest annual rate of return of each were as follows: |
NONQUALIFIED DEFERRED COMPENSATION
| Fund Name | Annual Rate of Return | | Equity Income (MSA/T Rowe Price) | 5.07% | | Fidelity VIP Mid Cap | 4.95% | | Focused Appreciation (MSA/Loomis Sayles Company) | 26.32% | | Global Real Estate Securities (Russell Invsts) | 2.41% | | Govt Money Market MSA/BlackRock Advisors LLC) | 4.39% | | Index 500 Stock (MSA/BlackRock Advisors LLC) | 16.10% | | International Equity (MSA/Dodge and Cox) | 19.69% | | Long Term U.S. Government Bond (MSA/PIMCO) | -2.35% | | Mid Cap Growth Stock (MSA/Wellington Management) | 17.50% | | Small Cap Value (MSA/T Rowe Price) | -1.79% | | US Small Cap Equity (Russell Invsts) | -4.93% | | Fixed Income Fund – Northwestern Mutual General | 5.00% |
NONQUALIFIED DEFERRED COMPENSATION
| (3) Amounts reported in this column for each named executive officer include amounts previously reported in the Company’s Summary Compensation Table in previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, contributions. This total reflects the cumulative value of each named executive officer’s contributions and investment experience. |
NONQUALIFIED DEFERRED COMPENSATION
For additional detail regarding these arrangements, see “Compensation Discussion and Analysis – Elements of Compensation – Deferred Compensation Arrangements.”
Pension Benefits
Pension Benefits Effective March 1, 2023, the Company adopted a non-qualified supplemental executive retirement plan (“SERP”) designed to provide deferred compensation for a select group of highly compensated employees of the Company. Currently, Messrs. Miller, Bowman, and Holladay participate in the SERP. Provided the vesting conditions are met, participants in the SERP are eligible to receive an aggregate retirement benefit of $500,000, which will be paid in annual installments of $50,000 for 10 years. A participant becomes vested in the retirement benefit over five years of plan participation at 20% per year. If a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, vesting will be accelerated to 100%. If a participant dies while employed, he or she will not receive any benefits under the SERP, but their beneficiaries will instead be entitled to the life insurance benefit provided under a split dollar life insurance plan.
PENSION BENEFITS
PENSION BENEFITS
PENSION BENEFITS
| Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Sherman L. Miller | SERP | 2.25 | 82,438 | -0- | | Max P. Bowman | SERP | 2.25 | 371,715 | -0- | | Robert L. Holladay, Jr. | SERP | 2.25 | 77,848 | -0- |
PENSION BENEFITS
| (1) These figures represent accumulated benefits as of May 31, 2025, based on several assumptions, including the assumption that the executive remains employed by us and begins receiving retirement benefits no earlier than the normal retirement age of 65, with such accumulated benefits being discounted from the normal retirement age to May 31, 2025 using an effective discount rate of 5.42%. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. Further information concerning the Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance is described under “Compensation Discussion & Analysis” beginning on page 24. On September 30, 2022, Adolphus B. Baker stepped down as the Company’s CEO and continues to serve as the Company’s Board Chair and as an executive officer of the Company. On September 30, 2022, Sherman L. Miller was named the CEO. The following table sets forth information concerning the compensation of our CEOs and other NEOs for each of the fiscal years 2025, 2024, 2023, 2022 and 2021 and our financial performance for each such fiscal year:
PAY VERSUS PERFORMANCE
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for CEO - Adolphus B. Baker ($) | Summary Compensation Table Total for CEO - Sherman L. Miller ($)(2) | Compensation Actually Paid to CEO - Adolphus B. Baker ($)(2)(3) | Compensation Actually Paid to CEO - Sherman L. Miller ($)(2)(3) | Average Summary Compensation Table Total for NEOs ($) | Average Compensation Actually Paid to NEOs ($)(2)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income ($) | Net Income per Dozen Produced (5) | | 2025 | -- | 1,692,760 | -- | 1,962,411 | 1,169,254 | 1,412,888 | 264.77 | 118.82 | 1,218,232,000 | $1.072 | | 2024 | -- | 1,107,975 | -- | 1,223,640 | 834,401 | 950,022 | 158.30 | 128.16 | 276,232,000 | $0.271 | | 2023 | 985,228 | 1,149,427 | 958,998 | 1,126,150 | 781,668 | 767,626 | 117.77 | 140.40 | 756,732,000 | $0.715 | | 2022 | 1,292,812 | -- | 1,594,506 | -- | 634,433 | 739,489 | 108.43 | 133.27 | 132,441,000 | $0.130 | | 2021 | 1,174,401 | -- | 948,658 | -- | 556,382 | 493,914 | 78.41 | 124.39 | 2,060,000 | $0.002 |
PAY VERSUS PERFORMANCE
| (1) The CEO and NEOs included in the above compensation columns reflect the following: |
PAY VERSUS PERFORMANCE
| Year | CEO | NEOs | | 2025 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 2024 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 2023 | Adolphus B. Baker, Sherman L. Miller | Max P. Bowman, Michael T. Walters, Charles J. Hardin, Rob L. Holladay, Jr. | | 2022 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. | | 2021 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. |
PAY VERSUS PERFORMANCE
| (2) Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price. For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2025 - $95.93; for 2024 - $61.67; 2023 - $47.56; for 2022 - $48.16; for 2021 - $34.91. |
PAY VERSUS PERFORMANCE
| (3) 2025 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |
PAY VERSUS PERFORMANCE
| | CEO ($) | Average of NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | 1,692,760 | 1,169,254 | | Less, Value of Stock & Option Awards Reported in SCT | (179,361) | (120,940) | | Less, Change in Pension Value in SCT | (35,113) | (50,874) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 156,462 | 105,499 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 196,652 | 129,126 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 120,122 | 167,782 | | Total Adjustments | 269,651 | 243,634 | | "Compensation Actually Paid" in Fiscal Year 2025 | 1,962,411 | 1,412,888 |
PAY VERSUS PERFORMANCE
| | CEO ($) | Average of NEOs ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | 1,107,975 | 834,401 | | Less, Value of Stock & Option Awards Reported in SCT | (158,470) | (107,610) | | Less, Change in Pension Value in SCT | (36,436) | (48,477) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 37,973 | 49,360 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 177,980 | 120,858 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 75,362 | 74,543 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 19,257 | 26,947 | | Total Adjustments | 115,665 | 115,621 | | "Compensation Actually Paid" in Fiscal Year 2024 | 1,223,640 | 950,022 |
PAY VERSUS PERFORMANCE
| | CEO - Dolph Baker ($) | CEO - Sherman Miller ($) | Average of NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 985,228 | 1,149,427 | 781,668 | | Less, Value of Stock & Option Awards Reported in SCT | (102,682) | (154,401) | (87,574) | | Less, Change in Pension Value in SCT | -- | (10,889) | (13,040) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | -- | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 90,269 | 135,736 | 76,988 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (9,173) | (3,064) | (2,449) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (4,644) | (1,548) | (1,006) | | Total Adjustments | (26,230) | (23,277) | (14,042) | | "Compensation Actually Paid" in Fiscal Year 2023 | 958,998 | 1,126,150 | 767,626 |
PAY VERSUS PERFORMANCE
| | CEO ($) | Average of NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | 1,292,812 | 634,433 | | Less, Value of Stock & Option Awards Reported in SCT | (305,719) | (92,018) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 357,973 | 107,746 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 206,634 | 61,993 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 42,806 | 27,335 | | Total Adjustments | 301,694 | 105,056 | | "Compensation Actually Paid" in Fiscal Year 2022 | 1,594,506 | 739,489 |
PAY VERSUS PERFORMANCE
| | CEO ($) | Average of NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | 1,174,401 | 556,382 | | Less, Value of Stock & Option Awards Reported in SCT | (296,134) | (88,878) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 274,218 | 82,300 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (141,102) | (42,308) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (62,725) | (13,582) | | Total Adjustments | (225,743) | (62,468) | | "Compensation Actually Paid" in Fiscal Year 2021 | 948,658 | 493,914 |
PAY VERSUS PERFORMANCE
| (4) Company and Peer Group Total Shareholder Return (“TSR”) reflects the Company's peer group (S&P Comp 1500 Food Products Industry Index) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year 5. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on June 1, 2020. |
PAY VERSUS PERFORMANCE
| (5) Net income per dozen produced is a non-GAAP financial measure which is calculated as net income divided by the dozens produced. |
Pay versus Performance Descriptive Disclosure
Pay versus Performance Descriptive Disclosure As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. We believe food quality and safety is an important measurement that provides a foundation for reliable and continued financial performance. Because of the cyclical nature of the egg industry, net income does not weigh as highly as other measures year to year. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis beginning on page 24. Specifically,
Pay versus Performance Descriptive Disclosure
| • | Our cumulative TSR during the past five years has increased each year. Likewise, the CEO and other-NEO “compensation actually paid” has only increased when our TSR increased. For 2024 and 2025, our cumulative TSR has exceeded our peer group’s cumulative TSR, whereas for 2021, 2022 and 2023, our cumulative TSR was below our peer group’s cumulative TSR. |
Pay versus Performance Descriptive Disclosure
| • | For the years reflected in the table, excluding 2024, our CEO and other-NEO “compensation actually paid” only increased when our Net Income and Net Income Per Dozen Produced increased, demonstrating a strong correlation between pay and performance. However, Net Income and Net Income Per Dozen Produced was lower in 2024 compared to 2023, which was a record year for us, while “compensation actually paid” for both the CEO and other-NEOs increased. Our operating results are directly tied to egg prices, which are highly volatile and subject to wide fluctuations, and are outside of our control, and therefore profitability is not always the best indicator of executive performance. |
Pay versus Performance Descriptive Disclosure
| • | The increases in CEO and other-NEO “compensation actually paid” generally correlates with the increase in TSR. The higher values for 2025 were due in large part to our higher stock price values. Additionally, “compensation actually paid” reflects the increased bonuses in 2025 and 2023 due to the company’s performance results, including record Net Income and Net Income Per Dozen Produced. |
Pay versus Performance Descriptive Disclosure
| • | Moreover, our Net Income and Net Income Per Dozen Produced decreased in 2024 after an increase in each of the prior three years. We note that our CEO and other-NEO “compensation actually paid” appears higher in 2024 than in 2023. The higher values for 2024 were due in part to our higher stock price values during 2024. In addition, 2024 represented Mr. Miller’s first full fiscal year as CEO, and for the other-NEOs, the average value of compensation actually paid is also higher as a result of Mr. Baker’s inclusion in the group for the first time. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For fiscal year 2025, the Company’s non-employee directors each received an annual fee of $45,000 as compensation for their services as a director, except Ms. Hughes, who became the Company’s lead independent director in March 2025 and began receiving an annual fee of $60,000. The fee is paid in quarterly installments following the end of each quarter and in advance of the next quarterly Board meeting. During fiscal 2025, each non-employee director received an additional special payment in February and May related to additional special meetings of the Board requiring increased director time and to our record Company performance in fiscal 2025. During fiscal year 2025, each non-employee director received an annual equity award with a target grant date value of approximately $100,000. On January 14, 2025, Mses. Hughes and Young and Messrs. Poole and Sanders, as independent directors, each received grants of 982 RSAs under the 2012 Plan. Such RSAs vest 100% on the third anniversary of the date of grant. Mercer also periodically reviews and benchmarks the Company’s director compensation program, and the most recent such review was completed in 2025. See “Compensation Discussion & Analysis – Compensation Advisors” for more information regarding Mercer. Employee directors receive no additional compensation for their services as directors of the Company, and the compensation of Messrs. Baker, Bowman and Miller is reflected in the Summary Compensation Table above.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Letitia C. Hughes | 93,000 | 107,991 | 200,991 | | James E. Poole | 77,000 | 107,991 | 184,991 | | Steve W. Sanders | 77,000 | 107,991 | 184,991 | | Camille S. Young | 77,000 | 107,991 | 184,991 |
DIRECTOR COMPENSATION TABLE
| (1) The aggregate grant date fair value of the RSAs set forth in this column is computed in accordance with FASB ASC Topic 718 and based on the closing price of the Company’s common stock as of the grant date, which was $109.97. At the end of fiscal year 2025, each director listed in this table had 4,743 unvested RSAs. |