James E. Poole
CAL-MAINE FOODSAbout James E. Poole
Independent director since 2004; age 76; Certified Public Accountant and retired founder/Managing Partner of GranthamPoole PLLC. Poole co-founded GranthamPoole in 1999, retiring in 2013 after building one of the Southeast’s larger regional accounting firms with recognized expertise in audit, ethics and governance programs. Earlier, he founded James E. Poole, CPA (1985), co-founded Mississippi Mortgage Company, and built businesses in real estate development and oil and gas exploration. He holds a BBA in Accounting from the University of Mississippi (1972) and is designated by the Board as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GranthamPoole PLLC | Co-founder; Principal/Managing Partner | 1999–2013 | Grew a leading regional firm; led audit, ethics, governance program design; management committee member; expanded M&A and tax consulting practices |
| James E. Poole, CPA | Founder | Founded 1985 | Scaled valuation and M&A advisory practices for growth-focused corporate clients |
| Mississippi Mortgage Company | Co-founder | Not disclosed | Low-income housing mortgage origination and syndication |
| Real estate and oil & gas ventures | Founder/operator | Not disclosed | Residential development (FL panhandle); oil & gas exploration business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company directorships | None | N/A | No current public boards disclosed |
| Kairos Prison Ministries (Central MS Board) | Volunteer/Board | Not disclosed | Community service noted |
Board Governance
- Board class and term: Class III director; term expires at the 2027 annual meeting .
- Independence: Determined independent under Nasdaq standards; majority of Board independent; all standing committees comprised solely of independent directors .
- Committee assignments (FY2025): Audit (Member), Compensation (Chair), Nominating & Corporate Governance (Member); Executive Committee not listed for Poole .
- Audit Committee financial expert: Board determined that Poole qualifies as an “audit committee financial expert” under SEC rules .
- Meetings and attendance: FY2025 Board held 4 regular, 5 special meetings; independent director executive session each quarterly meeting; each director attended at least 75% of Board and committee meetings during tenure in FY2025 .
- Committee activity (FY2025): Audit Committee held 4 meetings; Compensation Committee held 2 regular + 2 special meetings; Nominating & Corporate Governance held 1 meeting .
Committee Composition Table (FY2025)
| Committee | Role | Notes |
|---|---|---|
| Compensation | Chair | Signed Compensation Committee Report recommending inclusion of CD&A |
| Audit | Member | Oversight of financial reporting, internal control, auditor independence, cybersecurity, and related-party transactions |
| Nominating & Corporate Governance | Member | Established March 25, 2025; director nominations and governance policies |
Fixed Compensation (Director)
| Fiscal Year | Cash Retainer and Fees ($) | Notes |
|---|---|---|
| 2025 | 77,000 | Standard annual director fee $45,000; special payments in Feb and May for additional special meetings and record Company performance; Lead Independent Director retainer was $60,000 (applies to Ms. Hughes) |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting | Unvested RSAs at FY-end |
|---|---|---|---|---|---|
| Jan 14, 2025 | RSA (time-vested) | 982 | 107,991 (based on $109.97 close) | 100% vest on 3rd anniversary of grant | 4,743 (for each director listed, including Poole) |
No performance-based director equity metrics are disclosed; director RSAs are time-based vesting awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; no cross-director/exec interlocks during FY2025 |
Expertise & Qualifications
- CPA; deep audit, finance, risk management, M&A, and governance experience aligned to CALM’s operating environment .
- Board skills matrix indicates Poole has skills in audit & risk management, financial reporting, industry experience, human capital, M&A, strategy & planning, supply chain & procurement; sustainability governance not marked for Poole .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Notes |
|---|---|---|---|
| James E. Poole | 10,243 | <1% | Table based on 48,497,477 shares outstanding (Aug 11, 2025) |
| Stock ownership guidelines | 2× annual director retainer ($45,000) | Compliance | All non-employee directors compliant; Boulden exempt until 2030 due to August 2025 appointment |
| Pledging/Hedging | Not disclosed for Poole | Policy | Company has a written insider trading policy applicable to directors and officers; filed as 10-K Exhibit 19.1 |
Governance Assessment
- Committee leadership: Chairing Compensation while also serving on Audit and Nominating & Corporate Governance suggests strong influence on pay, controls, and governance; designation as audit committee financial expert strengthens financial oversight credibility .
- Independence and engagement: Independent status, multi-committee service, and ≥75% attendance support board effectiveness and investor confidence .
- Director pay structure: Mix of modest cash fees and time-vested RSAs (~$108k grant; 3-year vest) aligns director incentives with long-term shareholder value; special cash payments reflect extraordinary meeting load and record performance in FY2025 .
- Ownership alignment: Beneficial ownership present but small (<1%); adherence to stock ownership guidelines mitigates alignment concerns for a non-employee director .
- Related-party oversight: Audit Committee (with Poole as member) reviews related-party transactions; FY2025 featured a significant Conversion Agreement involving founder family control—approved by disinterested independent directors; no personal related-party transactions disclosed for Poole .
RED FLAGS (none disclosed specific to Poole):
- No pledging or hedging disclosure specific to Poole; no interlocks; no attendance shortfall; no director-specific related-party transactions reported .
Net assessment: Poole’s long tenure (since 2004) and CPA background add stability in oversight of pay and financial reporting; independence, committee leadership, and consistent attendance underpin board effectiveness. Director equity is time-vested (not performance-based), but guideline compliance and RSA structure provide reasonable alignment for a non-employee director .