Sherman L. Miller
CAL-MAINE FOODSAbout Sherman L. Miller
Sherman L. Miller is President, Chief Executive Officer, and a director of Cal-Maine Foods, age 50; he joined the company in 1996, became COO in 2011, President in 2018, and CEO on September 30, 2022. He holds a B.S. in Poultry Science from Mississippi State University and is recognized for operational expertise in commodity sourcing, logistics, and risk policies across food safety, environmental management, and animal welfare . Under his leadership, fiscal 2025 net sales rose to $4.3B from $2.3B in fiscal 2024 and net income increased to $1.218B; dozens sold grew 11.8% YoY, and company TSR outperformed the peer index in 2024 and 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cal-Maine Foods | Chief Executive Officer | Sep 30, 2022–Present | Led record FY2025 results; executed acquisitions and capacity expansion |
| Cal-Maine Foods | President | 2018–Present | Oversaw growth strategy and talent retention |
| Cal-Maine Foods | Chief Operating Officer | 2011–Mar 24, 2023 | Led commodity sourcing, procurement, distribution logistics; risk policies for food safety/environment/animal welfare |
| Cal-Maine Foods | Various roles since joining | 1996–2011 | Progressive responsibilities supporting organic and M&A growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Egg Producers | Board/industry contributor | Not disclosed | Sector advocacy and best-practice development |
| U.S. Poultry & Egg Association | Board/industry contributor | Not disclosed | Industry engagement and policy input |
| Mississippi State Univ. Poultry Science Advisory Board | Advisory member; Distinguished Fellow | Not disclosed | Talent pipeline and technical guidance |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Change in Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| FY2023 | 370,826 | 487,122 | 154,401 | 10,889 | 126,189 | 1,149,427 |
| FY2024 | 408,438 | 374,874 | 158,470 | 36,436 | 129,757 | 1,107,975 |
| FY2025 | 456,731 | 874,874 | 179,361 | 35,113 | 146,681 | 1,692,760 |
- Base salary increased 18% effective January 1, 2025 (peer benchmarking indicated salaries below 25th percentile) .
2025 All Other Compensation Detail:
| Perquisite/Benefit | Amount ($) |
|---|---|
| Auto | 26,200 |
| Company Deferred Compensation Contribution | 76,500 |
| Life Insurance (imputed/premiums) | 1,255 |
| Medical Reimbursement | 4,836 |
| KSOP Contribution | 11,302 |
| Housing Allowance | 26,588 |
| Total | 146,681 |
Performance Compensation
Annual Cash Bonus Design (FY2025):
| Element | Detail |
|---|---|
| Target bonus | 50% of sum of base salary + prior-year bonus |
| Profitability metric | Pre-tax profit per dozen; full payout on profitability portion if ≥ $0.05 per dozen |
| Weighting | Profitability 50% of bonus; remainder based on workload/job performance (discretion) |
| Actual payout (FY2025) | 200% of target for all NEOs (record earnings and operational performance) |
| CEO bonus paid | $874,874 |
Time-Vested RSAs:
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting | Accelerated Conditions |
|---|---|---|---|---|
| Jan 13, 2023 | 2,854 | Market value $273,784 at FY2025 year-end price | 3-year cliff from grant date | Change in control; death/disability; discretionary on retirement |
| Jan 12, 2024 | 2,886 | Market value $276,854 at FY2025 year-end price | 3-year cliff from grant date | Same as above |
| Jan 14, 2025 | 1,631 | $179,361 (closing price $109.97 at grant) | 100% on Jan 14, 2028 | Same as above |
Stock Vested (FY2025):
| Metric | Value |
|---|---|
| Shares vested (RSAs) | 2,487 |
| Value realized | $273,495 |
New Performance Stock Units (PSUs):
| Effective Date | Metrics | Weighting | Performance Period | Payout Range | Conditions |
|---|---|---|---|---|---|
| Jun 1, 2025 | Cumulative adjusted EBITDA; Relative TSR vs peer group | 50% each | 3 years | 0%–150% of target | Continued service; metric achievement |
Equity Ownership & Alignment
| Item (as of Aug 11, 2025) | Amount/Status |
|---|---|
| Total beneficial ownership | 30,977 shares; <1% of outstanding |
| KSOP shares (CEO) | 5,638 |
| Spouse KSOP (disclaimed) | 1,440 |
| Unvested RSAs | 7,371 (2,854 + 2,886 + 1,631) |
| Director/public board roles | No other public company directorships |
| Executive stock ownership guideline | CEO must hold stock valued at 5x base salary; executives are in compliance |
| Anti-hedging | Hedging prohibited; Nasdaq-compliant clawback in place |
| Pledging policy | Pledging generally prohibited; limited exceptions with prior approval and capacity to repay without resort to pledged shares; legacy pledges grandfathered as of July 23, 2024 |
Nonqualified Deferred Compensation (DC Plan):
| Metric | FY2025 Value |
|---|---|
| Company contribution | $76,500 |
| Aggregate earnings (last FY) | $9,692 |
| Aggregate balance at FYE | $233,415 |
SERP:
| Metric | Detail |
|---|---|
| Present value at FY2025 | $82,438 |
| Total benefit | $500,000 paid $50,000/year over 10 years; vests 20%/year over 5 years; accelerated at disability, age 65, or change in control |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Employment agreement | None (for all NEOs) |
| Severance & CIC agreements | Effective Apr 8, 2025; through May 31, 2030; auto-renew 1-year terms unless non-renewed |
| Severance (no CIC) | Lump sum = Termination Bonus (avg of last 3 annual bonuses) + 2x (base salary + avg last 3 bonuses) for CEO; plus up to 3 years benefit continuation |
| CIC severance (double trigger) | If terminated within 2 years post-CIC (or good reason): Termination Bonus + 3x (base salary + avg last 3 bonuses), plus benefit continuation |
| 280G treatment | “Best-net” approach: greater of reduced to avoid excess parachute or unreduced net of income and excise taxes; no tax gross-up |
| Clawback | Nasdaq-compliant recoupment for incentive comp upon required restatement |
Potential Payments (valued at $95.93 close, May 30, 2025):
| Scenario | RSAs ($) | SERP ($) | DC Plan ($) | Severance ($) | CIC Severance ($) |
|---|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | — | — | — | 2,182,980 | — |
| Retirement | 707,100 | 500,000 | — | — | — |
| Death/Disability | 707,100 | — | — | — | — |
| Change in Control (no termination) | 707,100 | 500,000 | 233,415 | — | — |
| CIC-related termination (double trigger) | — | — | — | — | 3,054,713 |
Board Governance
- Director since 2012; serves on the Executive Committee; not independent under Nasdaq standards (as an executive officer) .
- Board Chair (Adolphus B. Baker) is not independent; the Board established a Lead Independent Director role (Letitia C. Hughes) with defined responsibilities to strengthen oversight; Audit, Compensation, and Nominating committees are solely independent .
- Meetings and attendance: FY2025 Board held four regular, five special meetings; all directors attended ≥75% of meetings and the 2024 annual meeting .
- Director compensation: employee directors (including Mr. Miller) receive no additional director fees; non-employee directors receive cash retainers and RSAs (~$100,000 grant value) with 3-year vesting .
Performance & Track Record
Company Operating Performance:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales ($) | 2.3B | 4.3B |
| Net Income ($) | 277.9M | 1,218.2M |
| Dozens Sold (YoY) | — | +11.8% |
Pay vs Performance and TSR:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Total Shareholder Return (value of $100 initial) | 117.77 | 158.30 | 264.77 |
| Peer Group TSR (value of $100 initial) | 140.40 | 128.16 | 118.82 |
| Net Income ($) | 756,732,000 | 276,232,000 | 1,218,232,000 |
Strategic initiatives in FY2025 included asset acquisitions (ISE America egg production assets ~4.7M layer hens) and investments (Crepini venture; MeadowCreek consolidation; Deal-Rite feed assets) to expand capacity and egg products footprint .
Compensation Peer Group and Committee Oversight
- Independent consultant: Mercer (US) Inc.; peer reviews in 2024 and 2025; Compensation Committee found Mercer independent and without conflicts .
- Peer group companies: B&G Foods; The Boston Beer Company; Darling Ingredients; Flowers Foods; Fresh Del Monte Produce; The Hain Celestial Group; J&J Snack Foods; Lamb Weston; Lancaster Colony; Post Holdings; Primo Water; Seneca Foods; The Simply Good Foods Company; Treehouse Foods; Utz Brands; Vital Farms .
- Compensation governance enhancements (2025): performance-based PSUs added; double-trigger only CIC severance; no tax gross-ups; clawback policy; stock ownership requirements; anti-hedging and limited pledging .
Risk Indicators & Red Flags
- Hedging prohibited; pledging restricted with stringent conditions; mitigates misalignment risk .
- Double-trigger CIC terms and best-net 280G treatment without gross-up reduce shareholder-unfriendly optics .
- Clawback policy in place for restatements; Compensation Committee comprised solely of independent directors, with no interlocks disclosed .
Investment Implications
- Strong pay-for-performance alignment: FY2025 bonuses paid at 200% of target on record earnings, with new PSUs tied to cumulative adjusted EBITDA and relative TSR over three years—supporting operational and shareholder return focus .
- Upcoming vesting events: time-based RSAs vest on 3-year anniversaries (e.g., Jan 2028), and FY2025 vested RSAs realized $273,495; PSUs add performance-linked equity over FY2026–FY2028, which may influence insider selling cadence at vesting dates for tax and diversification needs .
- Retention and transaction protection: robust severance and CIC protections (2x salary+bonus pre-CIC; 3x post-CIC; benefit continuation) plus SERP/DC plan balances suggest low near-term retention risk and neutral M&A stance; no gross-ups and double-trigger reduce governance risk .
- Governance balance: CEO serves as director and Executive Committee member but with independent Lead Director and fully independent key committees; ownership guidelines met and hedging/pledging restricted—overall alignment is favorable .