Pay vs Performance Disclosure
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4 Months Ended |
8 Months Ended |
12 Months Ended |
Sep. 30, 2022 |
Jun. 03, 2023
$ / shares
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May 30, 2026
USD ($)
$ / DozenProduced
$ / shares
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May 31, 2025
USD ($)
$ / DozenProduced
$ / shares
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Jun. 01, 2024
USD ($)
$ / DozenProduced
$ / shares
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Jun. 03, 2023
USD ($)
$ / DozenProduced
$ / shares
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May 28, 2022
USD ($)
$ / DozenProduced
$ / shares
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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 26. 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 named executive officers for each of the fiscal years 2026, 2025, 2024, 2023, and 2022 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) | | 2026 | -- | 2,109,221 | -- | 1,955,973 | 1,163,771 | 1,058,308 | 276.80 | 93.33 | 318,112,000 | 0.273 | | 2025 | -- | 1,692,760 | -- | 1,962,411 | 1,169,254 | 1,412,888 | 337.66 | 95.52 | 1,218,232,000 | 1.072 | | 2024 | -- | 1,107,975 | -- | 1,223,640 | 834,401 | 950,022 | 201.88 | 103.03 | 276,282,000 | 0.271 | | 2023 | 985,228 | 1,149,427 | 958,998 | 1,126,150 | 781,668 | 767,626 | 150.19 | 113.16 | 756,732,000 | 0.715 | | 2022 | 1,292,812 | -- | 1,594,506 | -- | 634,433 | 739,489 | 138.27 | 107.14 | 132,441,000 | 0.130 | | (1) | The CEO and named executive officers included in the above compensation columns reflect the following: | | Year | CEO | NEOs | | 2026 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 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. | | (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 2026 - $74.72; for 2025 - $95.93; for 2024 - $61.67; for 2023 - $47.56; for 2022 - $48.16. | | (3) | 2026 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the named executive officers reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2026 Summary Compensation Table (SCT) | 2,109,221 | 1,163,771 | | Less, Value of Stock & Option Awards Reported in SCT | (296,787) | (155,855) | | Less, Change in Pension Value in SCT | (36,135) | (11,652) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 36,392 | 8,675 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 306,128 | 160,760 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (95,806) | (64,892) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (67,040) | (42,499) | | Total Adjustments | (153,248) | (105,463) | | “Compensation Actually Paid” in Fiscal Year 2026 | 1,955,973 | 1,058,308 | | | | | | | CEO ($) | 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 | | (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 Form 10-K pursuant to Item 201(e) of Regulation S-K for the applicable fiscal year. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on May 28, 2021. | | (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 named executive officers included in the above compensation columns reflect the following: | | Year | CEO | NEOs | | 2026 | Sherman L. Miller | Max P. Bowman, Adolphus B. Baker, Michael T. Walters, Rob L. Holladay, Jr. | | 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. |
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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 Form 10-K pursuant to Item 201(e) of Regulation S-K for the applicable fiscal year. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on May 28, 2021. |
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| Adjustment To PEO Compensation, Footnote |
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| (3) | 2026 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the named executive officers reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2026 Summary Compensation Table (SCT) | 2,109,221 | 1,163,771 | | Less, Value of Stock & Option Awards Reported in SCT | (296,787) | (155,855) | | Less, Change in Pension Value in SCT | (36,135) | (11,652) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 36,392 | 8,675 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 306,128 | 160,760 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (95,806) | (64,892) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (67,040) | (42,499) | | Total Adjustments | (153,248) | (105,463) | | “Compensation Actually Paid” in Fiscal Year 2026 | 1,955,973 | 1,058,308 | | | | | | | CEO ($) | 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 |
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| Non-PEO NEO Average Total Compensation Amount |
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$ 1,163,771
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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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| Non-PEO NEO Average Compensation Actually Paid Amount |
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$ 1,058,308
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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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| Adjustment to Non-PEO NEO Compensation Footnote |
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| (3) | 2026 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the named executive officers reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: | | | CEO ($) | Average of NEOs ($) | | Total Reported in 2026 Summary Compensation Table (SCT) | 2,109,221 | 1,163,771 | | Less, Value of Stock & Option Awards Reported in SCT | (296,787) | (155,855) | | Less, Change in Pension Value in SCT | (36,135) | (11,652) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 36,392 | 8,675 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 306,128 | 160,760 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (95,806) | (64,892) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (67,040) | (42,499) | | Total Adjustments | (153,248) | (105,463) | | “Compensation Actually Paid” in Fiscal Year 2026 | 1,955,973 | 1,058,308 | | | | | | | 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 |
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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. Our financial performance measures prioritize operational
efficiency and sustainable growth to maximize long-term shareholder value. We evaluate our ongoing business execution using Net Income per Dozen Produced and Segment Operating Income as primary operating metrics, while remaining aligned with
delivering total shareholder return. 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 26. Specifically,
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Our cumulative TSR during the past five years has increased each year except for 2026. Likewise, the CEO and other-NEO “compensation actually
paid” has only increased when our TSR increased. Our cumulative TSR has exceeded our peer group’s cumulative TSR for each of the last five years. |
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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. Our financial performance measures prioritize operational
efficiency and sustainable growth to maximize long-term shareholder value. We evaluate our ongoing business execution using Net Income per Dozen Produced and Segment Operating Income as primary operating metrics, while remaining aligned with
delivering total shareholder return. 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 26. 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 were lower in 2024 compared to 2023, which was a record year for us, while “compensation actually paid” for both the CEO and other-named executive officers increased. This was a result of the first full year for Mr. Miller as CEO and also adjustments made to compensation following the record year performance of the Company in 2023. |
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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. Our financial performance measures prioritize operational
efficiency and sustainable growth to maximize long-term shareholder value. We evaluate our ongoing business execution using Net Income per Dozen Produced and Segment Operating Income as primary operating metrics, while remaining aligned with
delivering total shareholder return. 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 26. Specifically, | ● | The increases in CEO and other-NEO “compensation actually paid” generally correlates with the increase in TSR. Compensation actually paid increased each year our TSR increased, while it decreased in 2026 as TSR and Net Income per Dozen Produced was lower compared to 2025. |
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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. Our financial performance measures prioritize operational
efficiency and sustainable growth to maximize long-term shareholder value. We evaluate our ongoing business execution using Net Income per Dozen Produced and Segment Operating Income as primary operating metrics, while remaining aligned with
delivering total shareholder return. 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 26. Specifically,
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Our cumulative TSR during the past five years has increased each year except for 2026. Likewise, the CEO and other-NEO “compensation actually
paid” has only increased when our TSR increased. Our cumulative TSR has exceeded our peer group’s cumulative TSR for each of the last five years. |
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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 named executive officers 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 named executive officers for the most recently completed
fiscal year to the Company’s performance are as follows: | Net income per dozen produced | Relative total shareholder return | | Segment operating income | Food quality and safety |
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| Total Shareholder Return Amount |
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$ 276.8
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337.66
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201.88
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150.19
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138.27
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| Peer Group Total Shareholder Return Amount |
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$ 93.33
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$ 95.52
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$ 103.03
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$ 113.16
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$ 107.14
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| Company Selected Measure Amount | $ / DozenProduced |
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0.273
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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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| 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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Sherman L. Miller
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Adolphus B. Baker
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| Net Income (Loss), Including Portion Attributable to Noncontrolling Interest |
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$ 318,112,000
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$ 1,218,232,000
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$ 276,282,000
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$ 756,732,000
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$ 132,441,000
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| Share Price | $ / shares |
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$ 47.56
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$ 74.72
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$ 95.93
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$ 61.67
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$ 47.56
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$ 48.16
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
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Net income per dozen produced
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| Non-GAAP Measure Description |
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| (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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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
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Relative total shareholder return
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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|
|
|
|
|
|
| Name |
|
|
Segment operating income
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Name |
|
|
Food quality and safety
|
|
|
|
|
| Adolphus B. Baker [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
$ 0
|
$ 0
|
$ 0
|
$ 985,228
|
$ 1,292,812
|
| PEO Actually Paid Compensation Amount |
|
|
0
|
0
|
0
|
958,998
|
1,594,506
|
| Sherman L. Miller [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
2,109,221
|
1,692,760
|
1,107,975
|
1,149,427
|
0
|
| PEO Actually Paid Compensation Amount |
|
|
1,955,973
|
1,962,411
|
1,223,640
|
1,126,150
|
0
|
| PEO | Adolphus B. Baker [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(26,230)
|
301,694
|
| 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)
|
| 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
|
| 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
|
| 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
|
| PEO | Sherman L. Miller [Member] |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(153,248)
|
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 |
|
|
(36,135)
|
(35,113)
|
(36,436)
|
(10,889)
|
|
| PEO | Sherman L. Miller [Member] | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
36,392
|
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 |
|
|
(296,787)
|
(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 |
|
|
306,128
|
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 |
|
|
(95,806)
|
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 |
|
|
(67,040)
|
120,122
|
19,257
|
(1,548)
|
|
| Non-PEO NEO |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(105,463)
|
243,634
|
115,621
|
(14,042)
|
105,056
|
| 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 |
|
|
(11,652)
|
(50,874)
|
(48,477)
|
(13,040)
|
|
| Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
8,675
|
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 |
|
|
(155,855)
|
(120,940)
|
(107,610)
|
(87,574)
|
(92,018)
|
| 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 |
|
|
160,760
|
105,499
|
120,858
|
76,988
|
107,746
|
| 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 |
|
|
(64,892)
|
129,126
|
74,543
|
(2,449)
|
61,993
|
| 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 |
|
|
$ (42,499)
|
$ 167,782
|
$ 26,947
|
$ (1,006)
|
$ 27,335
|