Max P. Bowman
CAL-MAINE FOODSAbout Max P. Bowman
Max P. Bowman (age 65) is Vice President, Chief Financial Officer, Treasurer and Secretary of Cal‑Maine Foods, and has served as a director since 2018; he became CFO on October 5, 2018 after joining as VP, Finance in June 2018 . A Certified Public Accountant with prior CFO experience at ChemFirst and Southern States Utility Trailer Sales, Bowman holds a Bachelor of Accountancy from Mississippi State University . Under his tenure as CFO, FY2025 performance was exceptional: net sales rose to $4.3B (from $2.3B in FY2024), net income to $1.2B (from $277.9M), and dozens sold increased 11.8%; Cal‑Maine’s $100 investment (June 1, 2020 baseline) grew to $264.77 by FY2025 year-end, evidencing strong TSR over the period . Bowman is not an independent director and serves on the Executive Committee; the Board has a Lead Independent Director to balance leadership and maintains fully independent Audit, Compensation, and Nominating & Corporate Governance committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cal‑Maine Foods | VP, CFO; Treasurer; Secretary; Director | CFO since Oct 5, 2018; Director since 2018 | Leads finance, FP&A, corp dev, IR, risk, IT, sustainability; broad remit over enterprise financial management . |
| Southern States Utility Trailer Sales & H&P Leasing | Chief Financial Officer | 2014–2018 | Led corporate finance for transportation equipment/leasing businesses . |
| Tenax, LLC (Tenax Aerospace) | Co‑founder; CEO/CFO/President | From 2003 | Built special‑mission aircraft leasing platform; board service at Tenax . |
| ChemFirst, Inc. (NYSE: CEM) | Chief Financial Officer | 1997–2002 | Public‑company CFO through sale to DuPont; earlier progressive finance roles from 1985 . |
| Arthur Andersen & Co. | Senior Auditor | 1982–1985 | Foundation in audit, reporting, controls . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tenax (and affiliates) | Director (earlier board service) | n/d | Prior board service . |
| WGS Systems | Director (earlier board service) | n/d | Prior board service . |
| Other public company boards | None | — | “Other Public Company Directorships: None” for Bowman . |
Fixed Compensation
Multi‑year compensation (SCT) for Bowman:
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 306,345 | 318,160 | 335,577 |
| Bonus (annual cash) | 408,561 | 298,687 | 648,687 |
| Stock awards (RSA grant date fair value) | 121,941 | 125,140 | 137,243 |
| Change in pension/deferred comp value | 41,750 | 159,425 | 170,540 |
| All other compensation | 97,740 | 102,982 | 109,471 |
| Total | 976,337 | 1,004,394 | 1,401,518 |
Design and 2025 updates:
- Base salary increases effective Jan 1, 2025 lifted Bowman’s base by 8%, yet overall executive base salaries remained below the 25th percentile of the peer group per Mercer review .
- 2025 annual bonus targets: 50% of (base salary + prior‑year bonus) for NEOs; payout linked to profitability (pre‑tax ≥ $0.05 per dozen → full profitability component), with Committee discretion; FY2025 paid at 200% of target given record results .
2025 “All Other Compensation” detail:
| Component (USD) | Amount |
|---|---|
| Auto | 11,150 |
| Deferred comp company contribution | 58,500 |
| Club dues | 14,496 |
| Life insurance premium/imputed income | 4,734 |
| Medical reimbursement | 10,000 |
| KSOP contribution | 10,591 |
| Total | 109,471 |
Performance Compensation
Annual bonus plan (FY2025):
| Metric | Weight | Target/threshold | FY2025 outcome | Payout |
|---|---|---|---|---|
| Profitability: pre‑tax profit per dozen produced | 50% | Full credit at ≥ $0.05 per dozen (plan design) | Record profitability year | 200% of target for NEOs |
| Individual performance/discretion | 50% | Committee evaluation | Strong performance | 200% of target for NEOs |
Long‑term equity (time‑based RSAs):
- Annual RSA grants each January; 2025 grant on Jan 14, 2025 of 1,248 shares to Bowman (grant‑date FV $137,243); 3‑year cliff vest on Jan 14, 2028; acceleration on death, disability or change in control; retirement vesting at Committee discretion .
New performance share units (PSUs) introduced in 2025:
- Effective June 1, 2025, PSUs vest after a 3‑year performance period based on two equally weighted metrics: cumulative adjusted EBITDA and relative TSR vs a peer group; payout range 0%–150% of target subject to service and performance conditions .
Stock vested in FY2025 (from prior RSAs):
- Shares vested: 2,487; value realized: $273,495 for Bowman (gross; shares withheld for taxes) .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Beneficially owned shares (as of Aug 11, 2025) | 16,009 shares; includes 1,523 KSOP shares and 5,781 unvested RSAs; <1% of outstanding . |
| Outstanding unvested RSAs at FY2025 year‑end | 2,254 (1/13/2023 grant; MV $216,226); 2,279 (1/12/2024; MV $218,624); 1,248 (1/14/2025; MV $119,721); RSAs vest on 3rd anniversary; acceleration on death/disability/CIC . |
| Executive stock ownership guideline | CFO required to hold stock = 3x base salary; executives had exceeded or were in compliance as of the record date . |
| Hedging/pledging policies | Hedging prohibited; pledging generally prohibited except grandfathered or with pre‑approval and ability to repay without resorting to collateral . |
| Insider trading policy | Applies to all insiders with enhanced procedures for directors and executive officers . |
Employment Terms
- No employment agreement; Severance and Change in Control Agreement effective April 8, 2025 through May 31, 2030, auto‑renews annually unless notice of non‑renewal; double‑trigger CIC; no excise tax gross‑ups (best‑net cutback applies); release required .
- Pre‑CIC termination (without cause/for good reason): cash = Termination Bonus (3‑yr avg prior bonuses) + 1.5x (base salary + 3‑yr avg bonus) + benefit continuation for up to ~3 years estimate in table; CIC termination (within 2 years post‑CIC): cash = Termination Bonus + 2x (base salary + 3‑yr avg bonus) + benefit continuation .
Quantified potentials for Bowman (as of May 30, 2025):
| Scenario | RSAs | SERP | DC Plan | Severance cash/benefits | CIC severance cash/benefits |
|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (pre‑CIC) | — | — | — | 1,019,609 | — |
| Change in Control (no termination) | 554,571 | 500,000 | 531,343 | — | — |
| CIC‑related Termination (double trigger) | — | — | — | — | 1,682,619 |
Related benefits and plans:
- Deferred Compensation Plan: company contributed $58,500 in FY2025; Bowman’s aggregate DC balance $531,337 at FY2025; investment options and returns disclosed; vesting accelerates at age 60 with five years or upon CIC .
- SERP: $500,000 aggregate benefit payable $50,000 annually for 10 years; 5‑year graded vesting; acceleration on disability, age 65, or CIC; Bowman’s present value of accumulated SERP benefit at FY2025 was $371,715 .
- Clawback policy: Nasdaq‑compliant recoupment for incentive‑based compensation upon restatement .
Board Governance and Director Service
- Director since 2018; serves on the Executive Committee (member); employee director (no additional board fees) .
- Not independent under Nasdaq (as an executive officer); majority of Board is independent, and all Audit/Compensation/NCG committee members are independent; Lead Independent Director installed March 27, 2025 to enhance independent oversight .
- Meetings/attendance: Board held 4 regular, 5 special meetings and 3 written consents in FY2025; all directors attended ≥75% of their meetings; all directors attended the 2024 annual meeting .
Dual‑role implications:
- Bowman’s roles as CFO, Secretary, Treasurer and director concentrate information and administrative authority; mitigants include independent committees, a Lead Independent Director, and fully independent oversight of executive compensation and audit .
Compensation Structure Analysis
- Shift toward performance‑based LTI: New PSUs (cumulative adjusted EBITDA and relative TSR, equally weighted) added in 2025 with 0–150% payout; improves pay‑for‑performance line‑of‑sight and potential variance with outcomes .
- Cash vs equity mix: 2025 included elevated bonus payouts (200% of target) after record profitability; RSAs remain 3‑year cliff; PSUs increase at‑risk equity exposure tied to multi‑year outcomes .
- Market benchmarking and pay levels: Despite an 8% 2025 base salary increase, Bowman’s base remains below the 25th percentile of the Mercer peer group; supports retention risk consideration vs. market while maintaining shareholder‑sensitive fixed pay .
- Governance protections: Double‑trigger CIC severance, no tax gross‑ups, clawback, anti‑hedging/limited pledging, and executive ownership requirements (CFO 3x salary) align with shareholder interests .
Equity Vesting and Potential Selling Pressure
- RSA vesting cadence: 3‑year cliffs from January grants—2023 grant vests Jan 13, 2026; 2024 grant Jan 12, 2027; 2025 grant Jan 14, 2028; vesting accelerates on death/disability/CIC; retirement vesting at Committee discretion .
- FY2025 vesting: 2,487 shares vested for Bowman with $273,495 value; shares were withheld to satisfy taxes, reducing net shares distributed—a factor moderating open‑market selling pressure from vesting events .
Ownership Guidelines and Pledging
- Executive stock ownership: CFO required at 3x salary; executives exceeded or were otherwise in compliance by the record date; supports skin‑in‑the‑game .
- Hedging prohibited; pledging restricted with narrow exceptions and pre‑approval/ability‑to‑repay requirement; company maintains robust insider trading policy for all insiders .
Compensation Peer Group (Mercer)
- Peer set (16 cos.) includes: B&G Foods; Boston Beer; Darling Ingredients; Flowers Foods; Fresh Del Monte Produce; Hain Celestial; J&J Snack Foods; Lamb Weston; Lancaster Colony; Post Holdings; Primo Water; Seneca Foods; Simply Good Foods; TreeHouse Foods; Utz Brands; Vital Farms .
- Mercer’s 2024 and 2025 reviews guided 2025 base adjustments, the new PSU program, and severance/CIC terms .
Performance & Track Record Highlights
- FY2025 results: Net sales $4.3B; net income $1.2B (EPS $24.95); dozens sold +11.8% y/y; portfolio expansion via acquisitions/investments (ISE America assets, Crepini venture, MeadowCreek remainder, Deal‑Rite feed assets) .
- Pay‑versus‑Performance: Cumulative TSR rose to 264.77 vs baseline $100; CEO/NEO “compensation actually paid” tracks TSR and multi‑year earnings trends, consistent with pay‑for‑performance philosophy .
Board Service History, Committees, and Independence
- Board service since 2018; Executive Committee member; not independent; independent committees govern Audit, Compensation, NCG; Lead Independent Director appointed March 27, 2025 .
- Employee directors (including Bowman) receive no additional compensation for board service; independent director pay disclosed separately .
Investment Implications
- Alignment: Bowman’s meaningful stock exposure (KSOP + unvested RSAs) and executive ownership guidelines, combined with a new PSU program (cumulative adjusted EBITDA and relative TSR), enhance alignment with long‑term value creation; anti‑hedging and limited‑pledging policies reduce misalignment risk .
- Retention: Despite below‑market base salary positioning (below 25th percentile), enhanced severance/CIC protections, SERP, and deferred comp support retention; however, high cyclical bonus sensitivity may introduce compensation volatility across egg price cycles .
- Trading signals: Annual January RSA cliffs and potential PSU settlements in mid‑2028 create predictable vesting windows; FY2025 tax withholding on vesting tempered net share delivery, often moderating open‑market selling pressure; monitor Form 4s around mid‑January each year .
- Governance risk: Dual executive/director role with Executive Committee membership is mitigated by an independent majority, independent key committees, and a Lead Independent Director; no excise tax gross‑ups and double‑trigger CIC are shareholder‑friendly .