Camille S. Young
CAL-MAINE FOODSAbout Camille S. Young
Independent director at Cal-Maine Foods since 2021; age 52. Principal and Director at Cornerstone Government Affairs with 20+ years of government affairs experience, deep relationships across Mississippi and nationally, and practice focus on public policy, advocacy, M&A support, supply chain complexities, and public affairs. Education: B.A. in Communication and M.S. in Agriculture & Extension Education, both from Mississippi State University. Current public board service includes Mississippi Power Company (a subsidiary of Southern Company) and private board service at BankFirst Financial Services. The Board identifies her expertise in human capital, government/regulatory relations, risk management, and strategic planning as qualifying attributes.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Government Affairs | Principal and Director; co-chairs firm’s Diversity & Inclusion Working Group | 2011–present | Advises on government relations, public affairs, strategic communications; supports client M&A, supply chain and value chain risk management |
| Watkins Ludlam Winter & Stennis (law firm) | Government affairs representative | 2001–2011 | Managed legislative advocacy, public affairs, and community relations for clients |
| Mississippi Farm Bureau Federation | Communications specialist; Director of Media Relations; Government Relations Specialist | ~5 years (dates not separately disclosed) | Communications and government relations roles |
| U.S. Department of Agriculture | Outreach and public affairs specialist | Not disclosed | Public affairs/outreach |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mississippi Power Company (subsidiary of Southern Company) | Director | Not disclosed | Public board service cited in biography |
| BankFirst Financial Services (privately held) | Director | Not disclosed | Privately held bank board service |
| Community/Non-profit (e.g., Madison County Business League & Foundation D&I Committee, MSU Alumni Association, Greater Jackson Chamber, Junior League of Jackson, Alpha Kappa Alpha, MS 4-H Foundation) | Member/Leader | Various (not disclosed) | Community leadership and D&I engagement |
Board Governance
- Independence and tenure: The Board determined Ms. Young is independent under Nasdaq listing standards; she has served since 2021. A majority of the Board is independent; all three key committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.
- Committee assignments: Member, Audit; Member, Compensation; Member, Nominating & Corporate Governance. No chair roles disclosed for Ms. Young. Current chairs: Audit (Hughes), Compensation (Poole), Nominating & Corporate Governance (Sanders).
- Meeting cadence/attendance: FY2025 Board held 4 regular meetings, 5 special meetings, and 3 written consents. Each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive sessions at each quarterly Board meeting.
- Lead Independent Director: Role established when Chair is not independent; Letitia C. Hughes appointed March 27, 2025; responsibilities include presiding over executive sessions, liaising with management, and agenda-setting with the Chair.
Fixed Compensation (Director)
| Item | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $45,000 | Standard for non-employee directors (Lead Independent Director retainer is $60,000) |
| Fees earned/paid in cash (Ms. Young) | $77,000 | Includes special payments in February and May due to increased special meetings and record Company performance |
| Committee/meeting fees | Not separately disclosed | No per-committee fees disclosed; amounts reflected in cash fees above |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSAs (annual director grant) | 01/14/2025 | 982 | $107,991 | 100% vest on 01/14/2028 | Granted under 2012 Plan; time-based vesting (no performance metrics) |
No director performance-vesting metrics are disclosed for Ms. Young’s awards; director equity grants are time-vested RSAs.
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlocks/Notes |
|---|---|---|
| Mississippi Power Company (Southern Company subsidiary) | Subsidiary of a public company | Utility board seat noted; no CALM-related related-party transactions disclosed involving Ms. Young |
| BankFirst Financial Services | Private | Private board role; no CALM-related related-party transactions disclosed involving Ms. Young |
Expertise & Qualifications
- Government/regulatory relations, risk management, strategic planning, and human capital engagement highlighted by the Board as qualifications supporting her service.
- Practice experience includes navigating policy, advocacy campaigns, M&A support, supply chain complexity, and public affairs strategy for clients.
- Education aligned with agriculture and communications relevant to CALM’s food/agri focus (B.A. Communication; M.S. Agriculture & Extension Education, Mississippi State University).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership | 8,621 shares (<1% of outstanding) |
| Unvested restricted stock (included) | 4,743 shares |
| Director stock ownership guideline | 2× annual retainer ($45,000) within 5 years of appointment |
| Compliance status | All non-employee directors are in compliance (exception noted only for a newly appointed director); implies Ms. Young is in compliance |
| Hedging/pledging | Hedging prohibited; pledging restricted to limited exceptions with prior approval and financial capacity demonstration |
Governance Assessment
- Independence and committee breadth: Independent director serving on Audit, Compensation, and Nominating & Corporate Governance—coverage across all three key oversight committees supports board effectiveness and balance.
- Attendance/engagement: Board and committees were active (4 regular, 5 special meetings; executive sessions each quarter). Each director met the ≥75% attendance threshold; special cash payments reflected increased meeting load, signaling engagement.
- Compensation alignment: FY2025 director pay combined $77,000 cash with $107,991 time-vested RSAs (982 shares), maintaining a meaningful equity component that aligns incentives with shareholders over a 3-year vesting horizon.
- Ownership and policies: Ms. Young holds 8,621 shares (including 4,743 unvested RSAs) and is covered by stock ownership guidelines (2× retainer within 5 years); anti-hedging and limited pledging policies reinforce alignment.
- Conflicts/Related-party exposure: The related-party transactions disclosed in FY2025 (Class A conversion, family secondary offering, and company repurchase) were overseen by independent directors; there are no related-party transactions disclosed involving Ms. Young.
- Compliance/insider reporting: No Section 16(a) reporting delinquencies disclosed for Ms. Young (one late Form 4 noted for the COO).
- Indemnification and D&O coverage: Standard indemnification agreements in place for all directors, including change-in-control safeguards and ongoing D&O insurance coverage.
RED FLAGS: None disclosed specific to Ms. Young. No related-party transactions, hedging, pledging exceptions, attendance issues, or compensation anomalies for her were reported.