Letitia C. Hughes
CAL-MAINE FOODSAbout Letitia C. Hughes
Letitia C. Hughes, age 73, is an independent director of Cal‑Maine Foods (since 2001) and currently serves as Lead Independent Director and Audit Committee Chair. A retired Senior Vice President and Manager of Private Banking at Trustmark National Bank, she brings four decades of banking, audit/risk, and wealth management expertise; she holds a B.S. in Mathematics from Vanderbilt University and previously maintained Series 6, 7, and 63 licenses. The proxy notes her appointment as Lead Independent Director in 2025 (the leadership section cites March 27 while her biography cites July 22). She is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Trustmark National Bank (Jackson, MS) | Senior Vice President; Manager of Private Banking | Focus on private banking 1995–2014; joined Trustmark 1974; promoted to credit analyst in 1975; relationship manager 1980–1995 | Led private wealth planning; AML, privacy, BSA governance SME; developed standards for legal/compliance performance objectives |
External Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Methodist Rehabilitation Center (MRC), Jackson | Trustee | Since 2007 | Investment Committee oversight; supports Wilson Research Foundation since 2012 |
| Wilson Research Foundation (MRC) | Board/Supporter | Since 2012 | Supports neurorehabilitation research/education |
| Junior League of Jackson | President (prior) | Not specified | Community leadership in Jackson, MS |
Board Governance
- Board leadership and independence
- Lead Independent Director responsibilities include presiding over executive sessions, agenda-setting with the Chair, calling meetings of independents, and acting as liaison to the CEO; the proxy indicates her appointment to this role in 2025 (March 27 in leadership section; July 22 in biography) .
- The Board determined Ms. Hughes is independent under Nasdaq standards; a majority of the Board and all key committees (Audit, Compensation, Nominating & Corporate Governance) are independent .
- Committee assignments and chair roles (FY2025)
- Audit Committee (Chair); Compensation Committee (Member); Nominating & Corporate Governance Committee (Member). She is one of the Board’s designated “audit committee financial experts” .
- Attendance and engagement
- FY2025 Board held 4 regular and 5 special meetings; committees met regularly (Audit 4; Compensation 4 including 2 special; Nominating & Corporate Governance 1). Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 4 (2 regular + 2 special) |
| Nominating & Corporate Governance | Member | 1 |
Fixed Compensation (Director)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $45,000; Lead Independent Director retainer: $60,000 | |
| FY2025 cash fees actually paid to Hughes | $93,000 (includes special payments in Feb/May for extra meetings and record Company performance) | |
| Committee chair/membership fees | Not separately disclosed; cash paid captured in fees above |
Performance Compensation (Director)
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Jan 14, 2025 | RSAs | 982 | $107,991 | 100% on 3rd anniversary (Jan 14, 2028) | Annual director equity award; pricing at $109.97 close |
| Unvested RSAs at FYE 2025 (Hughes) | RSAs | 4,743 | — | Various 3‑year schedules by grant cohort | Each listed director had 4,743 unvested RSAs at FY2025 end |
The Board prohibits hedging by “Insiders” and places prudent limits on pledging (pre‑7/23/24 grandfathering and limited exceptions with capacity test and prior approval) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Hughes |
| Notable network ties | Ms. Hughes is a retired Trustmark National Bank SVP; CALM Board Chair Adolphus Baker currently serves on Trustmark Corporation and Trustmark National Bank boards—no related‑party transaction involving Hughes disclosed; Audit Committee (chaired by Hughes) oversees related‑party reviews |
Expertise & Qualifications
- Finance/audit/risk: audit committee financial expert; decades in credit analysis, private banking, AML/BSA, privacy governance .
- Capital markets licenses: Series 6, 7, 63 (maintained during career) .
- Education: B.S. in Mathematics, Vanderbilt University (1974) .
- Skills matrix coverage: audit & risk management, financial reporting, governance & ethics oversight, human capital, industry experience, legal/regulatory relations, M&A, strategy & planning, sustainability governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 43,743 shares | Includes 4,743 unvested restricted shares |
| Ownership as % of outstanding | <1% | Based on 48,497,477 shares outstanding |
| Unvested vs vested | 4,743 unvested RSAs; remainder vested/other | As disclosed in footnote (7) |
| Stock ownership guideline (directors) | 2× annual retainer (Hughes: 2×$60,000), 5‑year compliance window | All non‑employee directors in compliance except newly appointed Boulden (has until Aug 2030) |
Governance Assessment
Key findings
- Board effectiveness and independence: Hughes strengthens independent oversight as Lead Independent Director and Audit Chair; she is recognized as an audit committee financial expert. All key committees are fully independent, and independent directors meet in executive session each quarter—positive for investor confidence .
- Compensation alignment for directors: Cash retainer plus time‑vested RSAs; FY2025 included special cash payments tied to elevated meeting workload and record performance. Equity vests over three years, aligning director interests with long‑term shareholder value .
- Ownership alignment: Hughes beneficially owns 43,743 shares and meets director stock ownership guidelines; company bans hedging and imposes strict pledging limits—favorable alignment .
- Related‑party oversight and conflicts: As Audit Chair, she oversees related‑party transactions. Significant 2025 transactions (family conversion/secondary offering) were reviewed and approved by independent directors; no Hughes‑specific related‑party exposure disclosed .
- Engagement: Attendance thresholds met; Board and committees were active in FY2025 amid transformational governance changes (end of “controlled company” status; new Nominating & Corporate Governance Committee) .
Potential risk indicators and watch items
- Minor process inconsistency: Her Lead Independent Director appointment date is cited as March 27, 2025 (leadership section) versus July 22, 2025 (biography). While immaterial to independence, clarity on the effective date would be preferable for record-keeping .
- Legacy industry relationships: Historical employment at Trustmark National Bank and current Trustmark directorships by CALM’s Board Chair (Baker) are a network tie, not a disclosed conflict. Continued robust related‑party oversight by the Audit Committee remains important .
Overall implication Hughes’ deep banking and audit background, combined with her roles as Lead Independent Director and Audit Chair, support stronger independent oversight following the 2025 governance reset (end of controlled company status). Her compensation mix (cash plus multi‑year RSAs), guideline‑compliant ownership, and anti‑hedging policy adherence indicate solid alignment with shareholders, with no disclosed related‑party issues involving her.