Robert L. Holladay, Jr. - Vice President – General Counsel | CAL-MAINE FOODS (CALM) Executive Profile & Compensation

About Robert L. Holladay, Jr.

Vice President – General Counsel of Cal-Maine Foods; age 49; joined and was appointed to current role in 2011, giving ~14 years of tenure as of FY2025 .
Beneficial ownership totals 23,137 shares (<1% of outstanding), including 6,059 KSOP shares and 5,089 unvested RSAs, signaling meaningful long-term alignment through equity and retirement programs .
FY2025 context: Company net sales rose to $4.3B (vs. $2.3B in FY2024) and net income reached $1.2B, with dozens sold up 11.8%—a record year that drove maximum annual bonus payouts and underpins new performance-based LTIs .
Cal-Maine adopted performance PSUs for executives (50% cumulative adjusted EBITDA, 50% relative TSR over a 3-year period; payout 0–150%), and executed double-trigger severance/CIC agreements—both important for incentive alignment and retention .

Base salary FY2025: $300,577 .
Perquisites FY2025: auto $20,505; club dues $3,511; life insurance $2,097; medical reimbursement $3,994; KSOP contribution $10,667 .
Deferred compensation (Company contribution) FY2025: $52,200; DC Plan balance at FYE: $160,843 .
SERP present value (as of 5/31/2025): $77,848; SERP vests 20%/yr over 5 years, accelerates on disability/CIC/age 65; benefit $500,000 payable $50,000/yr for 10 years at retirement .

Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Change in Pension/NQDC ($)	All Other Compensation ($)	Total ($)
2023	268,141	360,000	105,441	10,411	81,922	825,915
2024	283,313	265,000	111,303	34,481	85,961	780,058
2025	300,577	580,000	122,397	32,956	92,974	1,128,904

Notes:

2025 perquisites detail provided above .
Company DC Plan and SERP features as noted; DC Plan contributions vest over time (accelerate at age 60 with five years of service or upon CIC) .

Target bonus for Holladay: 50% of (base salary + prior-year bonus) per program design .
Profitability gate: full profitability component (50% weighting) earned if Company achieves minimum pre-tax profit of $0.05 per dozen eggs produced; shortfall scales down that component; committee also considers workload and job performance for the remainder .
FY2025 payout: 200% of target bonus for all NEOs, reflecting record profitability and operational performance; Holladay’s actual FY2025 bonus paid: $580,000 .

Time-vested RSAs: annual grants; 1/14/2025 grant vests 100% on 1/14/2028; RSAs accelerate on death/disability/CIC; potential discretionary vesting on retirement .
Performance Stock Units (PSUs): effective 6/1/2025; two equally weighted metrics—cumulative adjusted EBITDA (50%) and relative TSR vs a peer group (50%); 3-year performance period; payout 0–150% of target; requires continued service through performance period (except as otherwise provided) .

Detailed Incentive Design

Incentive	Metric	Weight	Target	Actual/Status	Payout	Vest/Performance Period
Annual Bonus (2025)	Profitability: ≥$0.05 pre-tax per dozen	50%	Threshold for full component	Achieved; record year	Part of 200% of target for NEOs	Cash FY2025
Annual Bonus (2025)	Individual/role performance (committee discretion)	50%	Not formulaic	Met expectations	Part of 200% of target	Cash FY2025
PSUs (from 6/1/2025)	Cumulative Adjusted EBITDA	50%	Not disclosed	In progress	0–150% of target	3-year period; pays after period
PSUs (from 6/1/2025)	Relative TSR vs peer group	50%	Not disclosed	In progress	0–150% of target	3-year period; pays after period
RSAs (1/14/2025)	Time-based	—	—	Granted	—	100% vests 1/14/2028; accel on death/disability/CIC

Metric	Amount
FY2025 shares vested (RSAs)	2,487
Value realized on vesting ($)	273,495

Grant Date	Shares Unvested (#)	Market Value at 5/30/2025 ($95.93)	Vesting Date (100%)
1/13/2023	1,949	186,968	1/13/2026 (3rd anniversary)
1/12/2024	2,027	194,450	1/12/2027 (3rd anniversary)
1/14/2025	1,113	106,770	1/14/2028 (3rd anniversary)

Notes:

RSAs accelerate on death, disability, or change in control; retirement vesting may be partial/full at committee discretion .
Anti-hedging: prohibited; pledging: generally prohibited with narrow pre-approved exceptions demonstrating repayment capacity; no margin accounts; insider trading policy applies .
Clawback: Nasdaq-compliant policy requires recovery of incentive-based compensation upon required restatement .
Stock ownership guidelines: executives (other than CEO/CFO) must hold company stock equal to 2x base salary; all NEOs exceeded targets or are in compliance as of record date .

Topic	Key Terms
Role and start date	Vice President – General Counsel; joined/appointed 2011
Employment agreement	None; however severance/CIC agreements as below
Severance (pre-CIC)	If terminated without cause or resign for good reason: lump sum = Termination Bonus (3-year avg bonus) + 1.5x (base + 3-year avg bonus) for Holladay; benefit continuation up to 3 years or until re-employment
Severance (post-CIC, double trigger)	If terminated within 2 years post-CIC without cause or for good reason: lump sum = Termination Bonus + 2.0x (base + 3-year avg bonus); benefit continuation; best-net excise tax cutback; no tax gross-ups
Agreement term	Through May 31, 2030; auto-renews annually unless non-renewed
Equity/retirement acceleration	RSAs vest on death/disability/CIC; DC Plan and SERP benefits accelerate on CIC; SERP accelerates on disability/age 65

The Compensation Committee (independent directors: Chair James E. Poole; members Letitia C. Hughes, Steve W. Sanders, Camille S. Young) oversees executive pay, engages Mercer as independent consultant, implemented PSUs and double-trigger severance in 2025; no tax gross-ups; clawback in place .
Peer group (Mercer benchmarking) includes 16 public food/ingredients firms (e.g., Lamb Weston, Post Holdings, Flowers Foods, Darling Ingredients, Vital Farms), used for competitiveness and plan design .

Positive: Double-trigger CIC severance; no excise tax gross-ups; anti-hedging; restricted pledging; clawback policy; independent compensation oversight with external consultant .
Watch items: RSAs accelerate on CIC; significant time-based vesting events (Jan 2026/2027/2028) could create liquidity windows and potential selling pressure, though no pledging or hedging is allowed and no individual pledging by Holladay is disclosed .

Pay-for-performance alignment has strengthened with the introduction of PSUs tied equally to cumulative adjusted EBITDA and relative TSR over three years; combined with ownership guidelines and clawback, incentives skew toward sustainable value creation .
Retention risk appears contained: multi-year PSU cycle, meaningful unvested RSAs, SERP/DC balances, and double-trigger severance (2x base+bonus multiple post-CIC) provide stability; absence of gross-ups and anti-hedging/pledging controls mitigate governance concerns .
Near-term trading signal: sizeable time-based RSA vest dates in Jan 2026/2027/2028 (1,949/2,027/1,113 shares, respectively) create identifiable windows where incremental insider supply could occur, subject to trading windows and compliance policies .