Steve W. Sanders
CAL-MAINE FOODSAbout Steve W. Sanders
Steve W. Sanders, age 79, has served as an independent director of Cal-Maine Foods since 2009 and currently chairs the Nominating and Corporate Governance Committee; he is also designated an SEC “audit committee financial expert.” A Certified Public Accountant, Sanders retired as Managing Partner of Ernst & Young’s Jackson, Mississippi office after more than 30 years, and later lectured in accounting and auditing at Mississippi State University (2003–2017). He holds a B.S. in Accountancy (1968) and an MBA (1969) from Mississippi State University, and brings deep audit, M&A accounting, valuation advisory, and human capital management experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (Jackson, MS) | Partner (1986), Managing Partner; retired | >30 years at EY; retired 2002 | Led audit/M&A accounting and valuation advisory; oversaw ethics, legal and regulatory compliance; human capital management (hiring/retention/staffing) |
| Poultry company (early career) | Part-time employee | Early career (dates not specified) | Developed operating insight into poultry industry needs |
| Richard C. Adkerson School of Accountancy, Mississippi State University | Lecturer (Accounting & Auditing) | 2003–2017 | Taught accounting/auditing; academic engagement |
| Valley Services, Inc. (private, food services) | Director | 2002–2012 | Board service until acquisition by Elior North America in 2012 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadmoor Baptist Church (Madison, MS) | Former Chairman, Finance Committee; community service | Not disclosed | Finance oversight; community leadership |
Board Governance
| Committee | Membership | Role | FY2025 Meetings |
|---|---|---|---|
| Audit | Member | Audit Committee Financial Expert (SEC definition) | 4 |
| Compensation | Member | Member; co-signatory of Committee Report | 2 regular + 2 special |
| Nominating & Corporate Governance | Member | Chair | 1 (committee established March 25, 2025) |
| Executive | Not a member | — | Worked by written consent (7 actions; committee overall) |
- Independence: Board determined Sanders is independent under Nasdaq standards; all three key committees comprise solely independent directors .
- Attendance: Board held 4 regular and 5 special meetings; each director (including Sanders) attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; independent directors meet without management each quarterly meeting .
- Committee process quality: Audit Committee oversees related-party transactions and compliance with the Code of Ethics; Sanders is one of the designated audit committee financial experts, signaling depth in financial oversight .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 65,000 | 77,000 |
| Stock Awards ($) | 102,297 | 107,991 |
| Total ($) | 167,297 | 184,991 |
- Notes: In FY2024, non-employee directors received a $45,000 annual fee plus a one-time $20,000 special payment (total $65,000 cash) . In FY2025, non-employee directors received a $45,000 annual fee; additional special payments were made in February and May due to increased time and record performance (cash total $77,000 for Sanders) .
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual equity award target value ($) | Approximately $100,000 | Approximately $100,000 |
| Grant date | January 12, 2024 | January 14, 2025 |
| RSAs granted (#) | 1,863 | 982 |
| Grant date fair value ($) | 102,297; based on $54.91 close | 107,991; based on $109.97 close |
| Vesting schedule | 100% on 3rd anniversary of grant | 100% on 3rd anniversary of grant |
| Unvested RSAs at FY year-end (#) | 6,248 | 4,743 |
- Director awards are time-vested RSAs; no director-specific performance metrics (e.g., TSR or EBITDA) apply to these grants .
- RSAs under the Company’s 2012 Plan vest on death, disability or change in control; the Committee may accelerate vesting upon retirement at its discretion .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Other public company boards | — | None disclosed |
- Compensation Committee interlocks: None; no executive officers served on other entities’ boards whose officers served on CALM’s Compensation Committee; none of the Compensation Committee members (including Sanders) were former Company officers .
Expertise & Qualifications
- CPA; extensive audit, financial reporting, and risk management expertise; designated audit committee financial expert .
- Governance and ethics oversight; legal/compliance and regulatory relations; human capital management .
- Mergers & acquisitions; valuation advisory; strategy and planning; supply chain & procurement; product quality & innovation; industry experience in protein/poultry .
Equity Ownership
| Metric | As of Aug 11, 2025 |
|---|---|
| Total beneficial ownership (shares) | 26,402 |
| Ownership as % of outstanding | <1% (Based on 48,497,477 shares) |
| Unvested restricted stock included | 4,743 shares |
- Director stock ownership guidelines: Non-employee directors are encouraged to maintain ownership equal to 2× annual retainer ($45,000; $60,000 for lead independent); new directors have 5 years to comply; all non-employee directors are currently in compliance except the newly appointed Melanie Boulden (compliance due by August 11, 2030) .
- Anti-hedging and pledging: Company prohibits hedging and places prudent limits on pledging (with narrow exceptions); margin accounts are prohibited subject to specified legacy exceptions and prior-approval conditions .
- Section 16 compliance: All required Section 16 filings in FY2025 were timely, except one late Form 4 by the COO; no delinquency noted for Sanders .
Governance Assessment
- Board effectiveness: Long-tenured independent director (since 2009), chair of Nominating & Corporate Governance, and designated audit committee financial expert; attendance met Board standards (≥75%) amid an active meeting cadence (4 regular, 5 special) and regular independent director sessions—supporting oversight quality .
- Alignment: Balanced cash and equity mix for directors; Sanders received ~$185k total in FY2025 with ~$108k in RSAs vesting over three years; beneficial ownership (26,402 shares) and adherence to stock ownership guidelines indicate skin-in-the-game without pledging/hedging risks per policy .
- Conflicts and related-party exposure: Audit Committee (with Sanders as financial expert member) oversees related-party transactions and ethics compliance; significant Class A conversion and related agreements were approved by a special committee of disinterested independent directors—process mitigates perceived conflict risk .
- Compensation governance signals: Compensation Committee (including Sanders) operates independently, uses Mercer as an independent consultant, maintains a clawback policy, and has implemented double-trigger severance and performance-based long-term incentives starting FY2026—indicative of evolving governance best practices; no tax gross-ups .