Pay vs Performance Disclosure
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May 29, 2021
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive
compensation actually paid and certain financial performance of the Company. Further information concerning the Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance is described
under “Compensation Discussion & Analysis” beginning on page 24. On September 30, 2022, Adolphus B. Baker stepped down as the Company’s CEO and continues to serve as the Company’s Board Chair and as an executive officer of the Company. On September 30, 2022, Sherman L. Miller was
named the CEO. The following table sets forth information concerning the compensation of our CEOs and other NEOs for each of the fiscal years 2025, 2024, 2023, 2022 and 2021 and our financial performance for each such fiscal year: | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | Year (1) | | Summary Compensation Table Total for CEO - Adolphus B. Baker ($) | | | Summary Compensation Table Total for CEO - Sherman L. Miller ($)(2) | | | Compensation Actually Paid to CEO - Adolphus B. Baker ($)(2)(3) | | | Compensation Actually Paid to CEO - Sherman L. Miller ($)(2)(3) | | | Average Summary Compensation Table Total for NEOs ($) | | | Average Compensation Actually Paid to NEOs ($)(2)(3) | | | Total Shareholder Return ($)(4) | | | Peer Group Total Shareholder Return ($)(4) | | | Net Income ($) | | | Net Income per Dozen Produced (5) | | | 2025 | | | -- | | | | 1,692,760 | | | | -- | | | | 1,962,411 | | | | 1,169,254 | | | | 1,412,888 | | | | 264.77 | | | | 118.82 | | | | 1,218,232,000 | | | $ | 1.072 | | | 2024 | | | -- | | | | 1,107,975 | | | | -- | | | | 1,223,640 | | | | 834,401 | | | | 950,022 | | | | 158.30 | | | | 128.16 | | | | 276,232,000 | | | $ | 0.271 | | | 2023 | | | 985,228 | | | | 1,149,427 | | | | 958,998 | | | | 1,126,150 | | | | 781,668 | | | | 767,626 | | | | 117.77 | | | | 140.40 | | | | 756,732,000 | | | $ | 0.715 | | | 2022 | | | 1,292,812 | | | | -- | | | | 1,594,506 | | | | -- | | | | 634,433 | | | | 739,489 | | | | 108.43 | | | | 133.27 | | | | 132,441,000 | | | $ | 0.130 | | | 2021 | | | 1,174,401 | | | | -- | | | | 948,658 | | | | -- | | | | 556,382 | | | | 493,914 | | | | 78.41 | | | | 124.39 | | | | 2,060,000 | | | $ | 0.002 | | | (1) | The CEO and NEOs included in the above compensation columns reflect the following: | | Year | CEO | NEOs | | 2025 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 2024 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 2023 | Adolphus B. Baker, Sherman L. Miller | Max P. Bowman, Michael T. Walters, Charles J. Hardin, Rob L. Holladay, Jr. | | 2022 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. | | 2021 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. | | (2) | Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price. For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2025 - $95.93; for 2024 - $61.67; 2023 - $47.56; for 2022 - $48.16; for 2021 - $34.91. | | (3) | 2025 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | | 1,692,760 | 1,169,254 | | Less, Value of Stock & Option Awards Reported in SCT | | (179,361) | (120,940) | | Less, Change in Pension Value in SCT | | (35,113) | (50,874) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 156,462 | 105,499 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 196,652 | 129,126 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 120,122 | 167,782 | | Total Adjustments | | 269,651 | 243,634 | | "Compensation Actually Paid" in Fiscal Year 2025 | | 1,962,411 | 1,412,888 | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | | 1,107,975 | 834,401 | | Less, Value of Stock & Option Awards Reported in SCT | | (158,470) | (107,610) | | Less, Change in Pension Value in SCT | | (36,436) | (48,477) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | | 37,973 | 49,360 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 177,980 | 120,858 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 75,362 | 74,543 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 19,257 | 26,947 | | Total Adjustments | | 115,665 | 115,621 | | "Compensation Actually Paid" in Fiscal Year 2024 | | 1,223,640 | 950,022 | | | CEO - Dolph Baker
($) | CEO - Sherman Miller ($) | Average of NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 985,228 | 1,149,427 | 781,668 | | Less, Value of Stock & Option Awards Reported in SCT | (102,682) | (154,401) | (87,574) | | Less, Change in Pension Value in SCT | -- | (10,889) | (13,040) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | -- | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 90,269 | 135,736 | 76,988 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (9,173) | (3,064) | (2,449) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (4,644) | (1,548) | (1,006) | | Total Adjustments | (26,230) | (23,277) | (14,042) | | "Compensation Actually Paid" in Fiscal Year 2023 | 958,998 | 1,126,150 | 767,626 | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | | 1,292,812 | 634,433 | | Less, Value of Stock & Option Awards Reported in SCT | | (305,719) | (92,018) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 357,973 | 107,746 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 206,634 | 61,993 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 42,806 | 27,335 | | Total Adjustments | | 301,694 | 105,056 | | "Compensation Actually Paid" in Fiscal Year 2022 | | 1,594,506 | 739,489 | | | | | | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | | 1,174,401 | 556,382 | | Less, Value of Stock & Option Awards Reported in SCT | | (296,134) | (88,878) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 274,218 | 82,300 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | (141,102) | (42,308) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | (62,725) | (13,582) | | Total Adjustments | | (225,743) | (62,468) | | "Compensation Actually Paid" in Fiscal Year 2021 | | 948,658 | 493,914 | | (4) | Company and Peer Group Total Shareholder Return (“TSR”) reflects the Company's peer group (S&P Comp 1500 Food Products Industry Index) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year 5. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on June 1, 2020. | | (5) | Net income per dozen produced is a non-GAAP financial measure which is calculated as net income divided by the dozens produced. |
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| Company Selected Measure Name |
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Net income per dozen produced
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| Named Executive Officers, Footnote |
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| (1) | The CEO and NEOs included in the above compensation columns reflect the following: | | Year | CEO | NEOs | | 2025 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 2024 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 2023 | Adolphus B. Baker, Sherman L. Miller | Max P. Bowman, Michael T. Walters, Charles J. Hardin, Rob L. Holladay, Jr. | | 2022 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. | | 2021 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. |
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| Peer Group Issuers, Footnote |
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| (4) | Company and Peer Group Total Shareholder Return (“TSR”) reflects the Company's peer group (S&P Comp 1500 Food Products Industry Index) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year 5. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on June 1, 2020. |
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| Adjustment To PEO Compensation, Footnote |
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| (3) | 2025 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | | 1,692,760 | 1,169,254 | | Less, Value of Stock & Option Awards Reported in SCT | | (179,361) | (120,940) | | Less, Change in Pension Value in SCT | | (35,113) | (50,874) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 156,462 | 105,499 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 196,652 | 129,126 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 120,122 | 167,782 | | Total Adjustments | | 269,651 | 243,634 | | "Compensation Actually Paid" in Fiscal Year 2025 | | 1,962,411 | 1,412,888 | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | | 1,107,975 | 834,401 | | Less, Value of Stock & Option Awards Reported in SCT | | (158,470) | (107,610) | | Less, Change in Pension Value in SCT | | (36,436) | (48,477) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | | 37,973 | 49,360 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 177,980 | 120,858 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 75,362 | 74,543 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 19,257 | 26,947 | | Total Adjustments | | 115,665 | 115,621 | | "Compensation Actually Paid" in Fiscal Year 2024 | | 1,223,640 | 950,022 | | | CEO - Dolph Baker
($) | CEO - Sherman Miller ($) | Average of NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 985,228 | 1,149,427 | 781,668 | | Less, Value of Stock & Option Awards Reported in SCT | (102,682) | (154,401) | (87,574) | | Less, Change in Pension Value in SCT | -- | (10,889) | (13,040) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | -- | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 90,269 | 135,736 | 76,988 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (9,173) | (3,064) | (2,449) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (4,644) | (1,548) | (1,006) | | Total Adjustments | (26,230) | (23,277) | (14,042) | | "Compensation Actually Paid" in Fiscal Year 2023 | 958,998 | 1,126,150 | 767,626 | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | | 1,292,812 | 634,433 | | Less, Value of Stock & Option Awards Reported in SCT | | (305,719) | (92,018) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 357,973 | 107,746 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 206,634 | 61,993 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 42,806 | 27,335 | | Total Adjustments | | 301,694 | 105,056 | | "Compensation Actually Paid" in Fiscal Year 2022 | | 1,594,506 | 739,489 | | | | | | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | | 1,174,401 | 556,382 | | Less, Value of Stock & Option Awards Reported in SCT | | (296,134) | (88,878) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 274,218 | 82,300 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | (141,102) | (42,308) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | (62,725) | (13,582) | | Total Adjustments | | (225,743) | (62,468) | | "Compensation Actually Paid" in Fiscal Year 2021 | | 948,658 | 493,914 |
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| Non-PEO NEO Average Total Compensation Amount |
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$ 1,169,254
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$ 834,401
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$ 781,668
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$ 634,433
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$ 556,382
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| Non-PEO NEO Average Compensation Actually Paid Amount |
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$ 1,412,888
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950,022
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767,626
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739,489
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493,914
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| Adjustment to Non-PEO NEO Compensation Footnote |
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| (3) | 2025 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | | 1,692,760 | 1,169,254 | | Less, Value of Stock & Option Awards Reported in SCT | | (179,361) | (120,940) | | Less, Change in Pension Value in SCT | | (35,113) | (50,874) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 156,462 | 105,499 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 196,652 | 129,126 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 120,122 | 167,782 | | Total Adjustments | | 269,651 | 243,634 | | "Compensation Actually Paid" in Fiscal Year 2025 | | 1,962,411 | 1,412,888 | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | | 1,107,975 | 834,401 | | Less, Value of Stock & Option Awards Reported in SCT | | (158,470) | (107,610) | | Less, Change in Pension Value in SCT | | (36,436) | (48,477) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | | 37,973 | 49,360 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 177,980 | 120,858 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 75,362 | 74,543 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 19,257 | 26,947 | | Total Adjustments | | 115,665 | 115,621 | | "Compensation Actually Paid" in Fiscal Year 2024 | | 1,223,640 | 950,022 | | | CEO - Dolph Baker
($) | CEO - Sherman Miller ($) | Average of NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 985,228 | 1,149,427 | 781,668 | | Less, Value of Stock & Option Awards Reported in SCT | (102,682) | (154,401) | (87,574) | | Less, Change in Pension Value in SCT | -- | (10,889) | (13,040) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | -- | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 90,269 | 135,736 | 76,988 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (9,173) | (3,064) | (2,449) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (4,644) | (1,548) | (1,006) | | Total Adjustments | (26,230) | (23,277) | (14,042) | | "Compensation Actually Paid" in Fiscal Year 2023 | 958,998 | 1,126,150 | 767,626 | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | | 1,292,812 | 634,433 | | Less, Value of Stock & Option Awards Reported in SCT | | (305,719) | (92,018) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 357,973 | 107,746 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 206,634 | 61,993 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 42,806 | 27,335 | | Total Adjustments | | 301,694 | 105,056 | | "Compensation Actually Paid" in Fiscal Year 2022 | | 1,594,506 | 739,489 | | | | | | | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | | 1,174,401 | 556,382 | | Less, Value of Stock & Option Awards Reported in SCT | | (296,134) | (88,878) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 274,218 | 82,300 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | (141,102) | (42,308) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | (62,725) | (13,582) | | Total Adjustments | | (225,743) | (62,468) | | "Compensation Actually Paid" in Fiscal Year 2021 | | 948,658 | 493,914 |
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| Compensation Actually Paid vs. Total Shareholder Return |
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Pay versus Performance Descriptive Disclosure As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance
measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. We believe food quality and safety is an important measurement that provides a foundation
for reliable and continued financial performance. Because of the cyclical nature of the egg industry, net income does not weigh as highly as other measures year to year. Moreover, the Company generally seeks to incentivize long-term performance,
and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation
Discussion and Analysis beginning on page 24. Specifically,
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Our cumulative TSR during the past five years has increased each year. Likewise, the CEO and other-NEO “compensation actually paid” has only increased when our TSR increased. For 2024 and 2025, our cumulative TSR has exceeded our peer
group’s cumulative TSR, whereas for 2021, 2022 and 2023, our cumulative TSR was below our peer group’s cumulative TSR.
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| Compensation Actually Paid vs. Net Income |
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Pay versus Performance Descriptive Disclosure As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance
measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. We believe food quality and safety is an important measurement that provides a foundation
for reliable and continued financial performance. Because of the cyclical nature of the egg industry, net income does not weigh as highly as other measures year to year. Moreover, the Company generally seeks to incentivize long-term performance,
and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation
Discussion and Analysis beginning on page 24. Specifically,
| • | For the years reflected in the table, excluding 2024, our CEO and other-NEO “compensation actually paid” only increased when our Net Income and Net Income Per Dozen Produced increased, demonstrating a strong correlation between pay and performance. However, Net Income and Net Income Per Dozen Produced was lower in 2024 compared to 2023, which was a record year for us, while “compensation actually paid” for both the CEO and other-NEOs increased. Our operating results are directly tied to egg prices, which are highly volatile and subject to wide fluctuations, and are outside of our control, and therefore profitability is not always the best indicator of executive performance. |
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| Compensation Actually Paid vs. Company Selected Measure |
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Pay versus Performance Descriptive Disclosure As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance
measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. We believe food quality and safety is an important measurement that provides a foundation
for reliable and continued financial performance. Because of the cyclical nature of the egg industry, net income does not weigh as highly as other measures year to year. Moreover, the Company generally seeks to incentivize long-term performance,
and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation
Discussion and Analysis beginning on page 24. Specifically,
| • | The increases in CEO and other-NEO “compensation actually paid” generally correlates with the increase in TSR. The higher values for 2025 were due in large part to our higher stock price values. Additionally, “compensation actually paid” reflects the increased bonuses in 2025 and 2023 due to the company’s performance results, including record Net Income and Net Income Per Dozen Produced. |
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Moreover, our Net Income and Net Income Per Dozen Produced decreased in 2024 after an increase in each of the prior three years. We note that our CEO and other-NEO “compensation actually paid” appears higher in 2024 than in 2023. The
higher values for 2024 were due in part to our higher stock price values during 2024. In addition, 2024 represented Mr. Miller’s first full fiscal year as CEO, and for the other-NEOs, the average value of compensation actually paid is also
higher as a result of Mr. Baker’s inclusion in the group for the first time.
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| Total Shareholder Return Vs Peer Group |
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Pay versus Performance Descriptive Disclosure As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance
measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. We believe food quality and safety is an important measurement that provides a foundation
for reliable and continued financial performance. Because of the cyclical nature of the egg industry, net income does not weigh as highly as other measures year to year. Moreover, the Company generally seeks to incentivize long-term performance,
and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation
Discussion and Analysis beginning on page 24. Specifically,
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Our cumulative TSR during the past five years has increased each year. Likewise, the CEO and other-NEO “compensation actually paid” has only increased when our TSR increased. For 2024 and 2025, our cumulative TSR has exceeded our peer
group’s cumulative TSR, whereas for 2021, 2022 and 2023, our cumulative TSR was below our peer group’s cumulative TSR.
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| Tabular List, Table |
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Financial Performance Measures As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for our incentive
awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial and non-financial performance measures used by the Company to link compensation actually
paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are as follows: | | Net income per dozen produced | | Dozens Sold and Produced | | | Food quality and safety | | Production Cost per Dozen |
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| Total Shareholder Return Amount |
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$ 264.77
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158.3
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117.77
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108.43
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78.41
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| Peer Group Total Shareholder Return Amount |
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$ 118.82
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$ 128.16
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$ 140.4
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$ 133.27
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$ 124.39
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| Company Selected Measure Amount | $ / DozenProduced |
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1.072
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0.271
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0.715
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0.13
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0.002
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| PEO Name |
Adolphus B. Baker
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Sherman L. Miller
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Sherman L. Miller
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Sherman L. Miller
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Adolphus B. Baker
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Adolphus B. Baker
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| Net Income (Loss), Including Portion Attributable to Noncontrolling Interest |
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$ 1,218,232,000
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$ 276,232,000
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$ 756,732,000
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$ 132,441,000
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$ 2,060,000
|
| Share Price | $ / shares |
|
$ 47.56
|
$ 95.93
|
$ 61.67
|
$ 47.56
|
$ 48.16
|
$ 34.91
|
| Measure:: 1 |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Name |
|
|
Net income per dozen produced
|
|
|
|
|
| Non-GAAP Measure Description |
|
|
| (5) | Net income per dozen produced is a non-GAAP financial measure which is calculated as net income divided by the dozens produced. |
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Name |
|
|
Food quality and safety
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Name |
|
|
Dozens Sold and Produced
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Name |
|
|
Production Cost per Dozen
|
|
|
|
|
| Adolphus B. Baker [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
$ 0
|
$ 0
|
$ 985,228
|
$ 1,292,812
|
$ 1,174,401
|
| PEO Actually Paid Compensation Amount |
|
|
0
|
0
|
958,998
|
1,594,506
|
948,658
|
| Sherman L. Miller [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
1,692,760
|
1,107,975
|
1,149,427
|
0
|
0
|
| PEO Actually Paid Compensation Amount |
|
|
1,962,411
|
1,223,640
|
1,126,150
|
0
|
0
|
| PEO | Adolphus B. Baker [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(26,230)
|
301,694
|
(225,743)
|
| PEO | Adolphus B. Baker [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
| PEO | Adolphus B. Baker [Member] | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
| PEO | Adolphus B. Baker [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(102,682)
|
(305,719)
|
(296,134)
|
| PEO | Adolphus B. Baker [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
90,269
|
357,973
|
274,218
|
| PEO | Adolphus B. Baker [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(9,173)
|
206,634
|
(141,102)
|
| PEO | Adolphus B. Baker [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(4,644)
|
42,806
|
(62,725)
|
| PEO | Sherman L. Miller [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
269,651
|
115,665
|
(23,277)
|
|
|
| PEO | Sherman L. Miller [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(35,113)
|
(36,436)
|
(10,889)
|
|
|
| PEO | Sherman L. Miller [Member] | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
10,889
|
37,973
|
10,889
|
|
|
| PEO | Sherman L. Miller [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(179,361)
|
(158,470)
|
(154,401)
|
|
|
| PEO | Sherman L. Miller [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
156,462
|
177,980
|
135,736
|
|
|
| PEO | Sherman L. Miller [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
196,652
|
75,362
|
(3,064)
|
|
|
| PEO | Sherman L. Miller [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
120,122
|
19,257
|
(1,548)
|
|
|
| Non-PEO NEO |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
243,634
|
115,621
|
(14,042)
|
105,056
|
(62,468)
|
| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(50,874)
|
(48,477)
|
(13,040)
|
|
|
| Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
13,040
|
49,360
|
13,040
|
|
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(120,940)
|
(107,610)
|
(87,574)
|
(92,018)
|
(88,878)
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
105,499
|
120,858
|
76,988
|
107,746
|
82,300
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
129,126
|
74,543
|
(2,449)
|
61,993
|
(42,308)
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
$ 167,782
|
$ 26,947
|
$ (1,006)
|
$ 27,335
|
$ (13,582)
|