Adolphus B. Baker
CAL-MAINE FOODSAbout Adolphus B. Baker
Adolphus B. “Dolph” Baker (age 68) is Board Chair of Cal-Maine Foods (director since 1991), with prior roles as CEO (2010–9/30/2022), President (2010–2018), COO (1997–2010), and VP & Director of Marketing (1987–2010); he joined Cal-Maine in 1986 and holds a BBA from Mississippi State University (1980) . Under his leadership the company expanded from $293 million in net sales in FY1997 to $3.1 billion in FY2023 , and delivered FY2025 net sales of $4.3 billion and net income of $1.218 billion; TSR rose to 264.77 (value of $100 invested since 6/1/2020), with dozens sold up 11.8% YoY . Baker is credited with 26 acquisitions and leading the 1996 IPO; he continues to focus on strategy and capital allocation as Board Chair .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cal-Maine Foods | Assistant to the President | 1986–1987 | Entry role preceding rapid advancement |
| Cal-Maine Foods | VP & Director of Marketing | 1987–2010 | Led marketing through scale-up and pre/post-IPO phases |
| Cal-Maine Foods | Chief Operations Officer | 1997–2010 | Built operational capacity; acquisitions integration |
| Cal-Maine Foods | President | 2010–2018 | Managed enterprise growth and operations |
| Cal-Maine Foods | Chief Executive Officer | 2010–9/30/2022 | Drove strategic expansion and industry leadership |
| Cal-Maine Foods | Board Chair | 2012–present | Oversees strategy, capital allocation, Board leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trustmark Corporation | Director | — | Banking oversight; cross-industry perspective |
| Trustmark National Bank | Director | — | Banking governance exposure |
| Eggland’s Best, Inc. | Director | — | Product branding expertise |
| Eggland’s Best, LLC | Board of Managers | — | Category expansion insights |
| American Egg Board | Chairman (prior) | — | Industry leadership |
| United Egg Producers | Chairman (prior); Director (prior) | — | Industry policy and operations |
| Egg Clearinghouse, Inc. | Chairman (prior) | — | Market coordination |
| Mississippi Poultry Association | Chairman (prior) | — | Regional industry leadership |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Base Salary ($) | 467,207 | 487,058 | 489,250 | 489,250 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed | 25% of (base + prior bonus) |
| Bonus Paid ($) | 380,336 | 326,095 | 176,662 | 332,956 |
Notes:
- FY2025 bonuses for all NEOs were set at 200% of target given record earnings and operational performance .
- Employee directors receive no separate director fees; Baker’s pay is reflected in the executive tables .
Performance Compensation
Equity Awards and Vesting
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Accelerated Vesting |
|---|---|---|---|---|---|
| RSAs | 1/14/2025 | 982 | 107,991 | 100% on 1/14/2028 | Death, disability, change in control; retirement at Committee discretion |
| RSAs | 1/12/2024 | 1,863 | 102,297 | 100% on 1/12/2027 | Death, disability, change in control; retirement at Committee discretion |
| RSAs | 1/13/2023 | 1,898 (outstanding at FY ends) | Stock awards $102,682 (FY2023 SCT) | 100% on 1/13/2026 | Death, disability, change in control; retirement at Committee discretion |
| PSU Program (Long-Term Performance Awards) | FY2026–FY2028 Cycle |
|---|---|
| Metrics and Weighting | 50% cumulative adjusted EBITDA; 50% relative TSR vs peer group |
| Performance Period | 3 years (effective 6/1/2025 awards) |
| Payout Range | 0–150% of target, subject to performance and service |
| Vesting/Service Requirement | Continuous service through performance period, with limited exceptions per award |
Equity Ownership & Alignment
| Beneficial Ownership Snapshot | As of Record Date | Shares | % of Outstanding |
|---|---|---|---|
| Baker (FY2024) | 8/9/2024 | Common: 591,893; Class A: 2,400,000 | Common: 1.3%; Class A: 50.0%; Total voting power: 26.7% in table; aggregate family voting control ~53.8% (footnote) |
| Baker (FY2025) | 8/11/2025 | Common: 1,703,187 (includes 147,552 KSOP; 4,743 unvested RSAs; 46 joint) | 3.5% |
| Unvested RSAs Outstanding at FY End | FY2024 Market Value ($61.67) | Count | FY2025 Market Value ($95.93) | Count |
|---|---|---|---|---|
| 1/14/2022 grant | $458,393 | 7,433 | — | — |
| 1/13/2023 grant | $117,050 | 1,898 | $182,075 | 1,898 |
| 1/12/2024 grant | $114,891 | 1,863 | $178,718 | 1,863 |
| 1/14/2025 grant | — | — | $94,203 | 982 |
Other alignment considerations:
- Executive stock ownership guidelines: CEO 5x salary; CFO 3x; others 2x; all NEOs in compliance as of record date .
- Anti-hedging and limited pledging: hedging prohibited; pledging only with pre-approval and ability to repay without resort to pledged shares (no Baker pledges disclosed) .
- Deferred Compensation: Baker previously participated; no contributions in FY2025; aggregate balance $1,861,517 (FY2025), $1,768,164 (FY2024) .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment Agreement | None for Baker |
| Severance (pre- and post-change-in-control) | None for Baker; agreements cover Miller, Bowman, Walters, Holladay with 2x–3x salary+bonus multiples and benefit continuation; double-trigger post-CIC |
| Equity Accelerated Vesting | RSAs accelerate on death, disability, change in control; retirement vesting discretionary |
| Indemnification | Standard director/officer indemnification agreements with expense advancement; enhanced procedures post-change-in-control |
| Potential Payments (illustrative values at 5/30/2025 close $95.93) | RSAs value upon retirement, death/disability, or CIC: $454,996 |
Board Governance
- Structure: Baker is non-independent Board Chair; CEO role is separated (Miller). Lead Independent Director role adopted in bylaws when chair is non-independent; Letitia Hughes appointed LID on 3/27/2025 with defined responsibilities .
- Committees (FY2025): Baker chairs Executive Committee; Audit, Compensation, and Nominating & Corporate Governance comprised solely of independent directors; Sanders chairs Nominating & Corporate Governance .
- Controlled Company Status: Cal-Maine ceased to be a “controlled company” after the Class A conversion on 4/14/2025; prior year was controlled via Class A held by DLNL, LLC managed by Baker .
- Meetings: FY2025—4 regular Board meetings, 5 special, 3 written consents; all directors ≥75% attendance .
Compensation Structure Analysis
- Mix and trends: Shift to performance-based equity (PSUs) effective FY2026 adds explicit EBITDA and relative TSR metrics; cash bonuses in FY2025 paid at 200% of target on record performance; base salaries remain below 25th percentile vs peers per Mercer .
- Governance enhancements: Double-trigger severance (no single-trigger cash), clawback policy per Nasdaq, independent Compensation Committee and consultant (Mercer) .
Related Party Transactions and Insider Selling Pressure
- Conversion Agreement: Board and DLNL, LLC approved charter/bylaw changes leading to full conversion of Class A into common on 4/14/2025, enabling liquidity for family members (DLNL, LLC owned by Baker, spouse, and her three sisters) .
- Secondary Offering: 2,978,740 common shares sold by Baker, spouse, and her sisters at $92.75 on 4/17/2025; company also repurchased 551,876 shares (~$50 million) at the same price; company incurred ~$1.7 million expenses (partial reimbursement under the Conversion Agreement) .
- Section 16 compliance: Baker filed one late Form 4 on 1/16/2024 for charitable stock donations on 12/7/2023 .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales ($) | $2.3 billion | $4.3 billion |
| Net Income ($) | $277.9 million | $1,218.2 million |
| Diluted EPS ($) | $5.69 | $24.95 |
| Dozens Sold YoY | — | +11.8% |
| TSR (value of $100 since 6/1/2020) | 158.30 | 264.77 |
Historical achievements: IPO and Nasdaq listing in 1996; 26 acquisitions; scaling to >1 billion dozen annual sales (~21% of U.S. shell egg consumption as of biography context) .
Compensation Peer Group (Mercer)
- FY2024 peer group (15 companies including B&G Foods, Hain Celestial, Lamb Weston, Flowers Foods, Vital Farms, etc.) .
- FY2025 peer group (16 companies including Boston Beer, Post Holdings, J&J Snack, TreeHouse Foods, Utz Brands, Primo Water, Seneca Foods, etc.) .
- Positioning: Base salaries below 25th percentile historically; company at ~60th revenue percentile in the 2024/2025 reviews .
Equity Ownership & Alignment Details
| Policy | Requirement | Compliance |
|---|---|---|
| Executive Ownership Guidelines | CEO 5x salary; CFO 3x; other execs 2x | All NEOs in compliance |
| Anti-Hedging / Pledging | Hedging prohibited; pledging restricted to approved, non-margin loans with capacity test | Policy adopted; no Baker pledges disclosed |
Employment Terms (Other Benefits)
- KSOP contributions and medical reimbursements; split-dollar life insurance arrangement for Baker; company-paid auto and club dues details in All Other Compensation tables .
External Roles and Interlocks
- Public boards: Trustmark Corporation; Trustmark National Bank .
- Industry bodies: Prior chairmanships (American Egg Board, United Egg Producers, Egg Clearinghouse, Mississippi Poultry Association) .
- No disclosed conflicting related-party transactions beyond the Class A conversion and secondary offering processes approved by disinterested independents .
Fixed and Performance Compensation Tables (Detail)
| Summary Compensation ($) | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Salary | 467,207 | 487,058 | 489,250 | 489,250 |
| Bonus | 380,336 | 326,095 | 176,662 | 332,956 |
| Stock Awards | 305,719 | 102,682 | 102,297 | 107,991 |
| All Other Compensation | 139,550 | 69,393 | 80,161 | 96,122 |
| Total | 1,292,812 | 985,228 | 848,370 | 1,026,319 |
| Stock Vested | FY2024 | FY2025 |
|---|---|---|
| Shares Vested (Gross) | 7,855 | 7,433 |
| Value Realized ($) | 431,318 | 817,407 |
Investment Implications
- Alignment improved: Introduction of performance-based PSUs tied to cumulative adjusted EBITDA and relative TSR enhances pay-for-performance rigor; double-trigger severance for other NEOs reduces transaction windfalls; Baker has no severance agreement, pointing to lower entrenchment risk .
- Governance strengthened: Elimination of controlled company status and appointment of a Lead Independent Director mitigate dual-role/independence concerns; independent-only committees and clawback policy align with investor expectations .
- Ownership overhang reduced: Class A conversion and April 2025 secondary offering facilitated liquidity for the Baker/Adams family, potentially decreasing overhang and aligning interests with broader shareholders, though the significant insider sale may signal diversification and could introduce short-term supply pressure .
- Retention and selling pressure: Baker’s equity remains sizable (3.5% of common), with multi-year RSA vesting and participation in PSUs; absence of pledging and hedging allowances reduces forced-selling risk; note one late Form 4 was for charitable donations rather than liquidity needs .
- Performance tailwinds: FY2025 record financials and positive TSR momentum support stronger incentive payouts and management confidence; ongoing M&A and capacity investments underpin growth but add execution risk inherent in integration and commodity price cycles .