CAL-MAINE FOODS INCCALM

CAL-MAINE FOODS INC Stock Compensation Disclosure

10-KFiled Jul 22, 20252 min read
Note 13 – Stock-Based Compensation
The Company’s
 
stock-based compensation plan,
 
the Amended and
 
Restated Cal-Maine Foods,
 
Inc. 2012 Omnibus
 
Long-Term
Incentive Plan (the
 
“LTIP
 
Plan”), provides for
 
the granting of
 
equity-based awards such
 
as restricted stock,
 
performance stock
units and stock options. Awards may be granted under the LTIP
 
Plan to any employee, any non-employee member of the Board,
and any
 
consultant who
 
is a
 
natural person
 
and provides
 
services to
 
us or
 
one of
 
our subsidiaries
 
(except for
 
incentive stock
options, which may be granted only to our employees). The maximum number of shares of Common Stock available for awards
under the
 
LTIP
 
Plan is
2,000,000
 
of which
813,298
 
shares remained
 
available for
 
issuance as
 
of May
 
31, 2025,
 
and may
 
be
authorized but unissued shares or treasury shares. Common Stock issued from treasury shares under the plan was
47,700
 
shares,
86,803
 
shares and
84,969
 
shares for fiscal 2025, 2024 and 2023, respectively.
 
 
Restricted Stock
Restricted stock
 
outstanding under
 
the LTIP
 
Plan vests
 
three years
 
from the
 
grant date,
 
or upon
 
death or
 
disability,
 
change in
control, or retirement (subject to certain requirements). The restricted stock contains
 
no other service or performance conditions.
Restricted stock is awarded in
 
the name of the recipient
 
and, except for the right
 
of disposal, constitutes issued and
 
outstanding
shares of the Company’s Common Stock for all corporate purposes during the period of restriction including the right to receive
dividends. Compensation expense is
 
a fixed amount based
 
on the grant date
 
closing price and is
 
amortized on a straight-line
 
basis
over the vesting period. Forfeitures are recognized as they occur.
Total
 
stock-based
 
compensation
 
expense
 
was
 
$
4.5
 
million,
 
$
4.4
 
million,
 
and
 
$
4.2
 
million
 
in
 
fiscal
 
2025,
 
2024,
 
and
 
2023,
respectively.
Our unrecognized compensation expense as
 
a result of non-vested
 
shares was $
8.0
 
million at May 31,
 
2025 and $
7.5
 
million at
June 1,
 
2024. The unrecognized
 
compensation expense
 
will be
 
amortized to
 
stock compensation
 
expense over
 
a period
 
of 2.1
years.
A summary of our equity award activity and related information for our restricted stock is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
 
Shares
Weighted Average
 
Grant
Date Fair Value
Outstanding, June 3, 2023
294,140
$
43.72
Granted
86,803
54.94
Vested
(101,660)
37.82
Forfeited
(1,329)
44.68
Outstanding, June 1, 2024
277,954
$
49.38
Granted
47,700
109.97
Vested
(108,058)
41.32
Forfeited
(4,879)
54.86
Outstanding, May 31, 2025
212,717
$
66.93

Historical Timeline

Fiscal YearFiled
2025Jul 22, 2025Showing above
2024Jul 23, 2024
2023Jul 25, 2023
2022Jul 19, 2022
2021Jul 19, 2021
2020Jul 20, 2020
2019Jul 22, 2019
2018Jul 23, 2018
2017Jul 24, 2017
2016Jul 18, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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