Melanie Boulden
CAL-MAINE FOODSAbout Melanie Boulden
Independent director at Cal-Maine Foods (appointed August 11, 2025); age 53; MBA (finance/marketing) from University of Iowa and BS from Iowa State University. Former EVP & Chief Growth Officer at Tyson Foods and Group President, Prepared Foods; prior senior leadership at The Coca-Cola Company; current director at Adobe Inc. The Board determined she is independent under Nasdaq standards; she will serve on Audit, Compensation, and Nominating & Corporate Governance Committees beginning September 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyson Foods, Inc. | Executive Vice President, Chief Growth Officer | Feb 2023 – May 2025 | Led innovation, R&D, consumer insights/analytics, demand planning, marketing and corporate communications across enterprise; remains a consultant . |
| Tyson Foods, Inc. | Group President, Prepared Foods | Sep 2023 – Oct 2024 | Full P&L; led multibillion retail/foodservice/ecommerce portfolio (Jimmy Dean, Hillshire Farm, Ball Park); oversaw manufacturing and ~19,000 team members . |
| The Coca-Cola Company (North America) | Chief Marketing Officer | Jan 2021 – Dec 2022 | Led multibillion portfolio of 20+ brands . |
| The Coca-Cola Company (North America) | President, Still Beverages | Apr 2020 – Jan 2021 | Led water, sports drinks, tea and coffee businesses . |
| The Coca-Cola Company (North America) | President & GM, Venturing/Emerging Brands | Aug 2019 – Apr 2020 | Growth and portfolio innovation leadership . |
| Reebok, Crayola, Kraft Foods, Henkel | Senior global marketing roles | Various | Brand-building and category leadership roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Inc. | Director | Current | Public company directorship . |
| Tyson Foods, Inc. | Consultant | Current | Ongoing consulting following executive service (potential related-party consideration; no CALM transactions disclosed) . |
Board Governance
- Committee assignments: Appointed to Audit, Compensation, and Nominating & Corporate Governance Committees effective September 1, 2025; no chair roles disclosed for Ms. Boulden .
- Independence: Board determined she is independent under Nasdaq standards; majority of Board and all three governance committees are solely independent directors .
- Board attendance: FY2025 had 4 regular, 5 special Board meetings, and 3 written consents; each director attended at least 75% of Board and committee meetings during tenure; all directors attended the 2024 annual meeting .
- Engagement structure: Independent director executive sessions at each quarterly Board meeting; lead independent director role established and held by Letitia C. Hughes effective March 27, 2025 .
Fixed Compensation
| Component | CALM Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Non-employee directors; paid quarterly. |
| Lead independent director retainer | $60,000 | Applies to Ms. Hughes, not Ms. Boulden. |
| Meeting/special payments | Additional special payments in Feb and May 2025 (amounts not itemized per director) . | Reflects increased meeting load/record performance. |
| Equity grant (directors) | Target ~$100,000 grant-date fair value; RSAs vest 100% on 3rd anniversary . | 982 RSAs granted on Jan 14, 2025 to other independent directors; Ms. Boulden appointed later in Aug 2025 . |
No director committee chair fee schedule is disclosed; compensation is primarily retainer plus time-vested RSAs .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Directors | None disclosed | Director equity is time-vested RSAs; no performance-based metrics for directors in proxy. |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| Adobe Inc. | Public | None disclosed with CALM | Current directorship . |
| Tyson Foods, Inc. | Corporate advisor | Potential ecosystem overlap | Ongoing consulting; CALM disclosed no related-party transactions involving Ms. Boulden; related-party items in FY2025 centered on Baker family conversion/offering/repurchase . |
Expertise & Qualifications
- Food and protein industry operator with full P&L experience; brand-building across major consumer categories .
- Skills matrix flags governance/ethics oversight, human capital, industry experience, M&A, product innovation, strategy/planning, supply chain/procurement, sustainability governance; also information/cyber security flagged at Board level (matrix shows checkmarks aggregated across directors) .
- Education: BS (Iowa State); MBA (University of Iowa, finance/marketing) .
Equity Ownership
| Metric | Detail |
|---|---|
| Shares beneficially owned | 938 unvested restricted common stock . |
| Ownership % of outstanding | <1% (48,497,477 shares outstanding as of Aug 8, 2025) . |
| Vested vs unvested | Entire reported stake is unvested restricted stock . |
| Director ownership guideline | 2x annual retainer ($45,000); compliance expected within 5 years of appointment; Ms. Boulden has until Aug 11, 2030 . |
| Hedging/pledging | Hedging prohibited; pledging restricted with approvals; policy applies to directors . |
Governance Assessment
- Board effectiveness: Adding a seasoned consumer/food operator enhances strategy, brand, and supply-chain oversight; triple-committee assignment increases governance touchpoints (Audit/Comp/NomGov), supporting risk, pay, and board refresh processes .
- Independence & alignment: Independent under Nasdaq; subject to ownership guideline with 5-year runway; current holdings are unvested RSAs—alignment building but not yet at guideline target; hedging prohibited and pledging constrained, supporting alignment .
- Attendance/engagement signals: Board met frequently (9 meetings plus consents); independent sessions each quarter; all directors met minimum attendance threshold; strong committee cadence in FY2025 (Audit 4x; Comp 4x; NomGov established and met) .
- Potential conflicts and RED FLAGS:
- Consulting tie to Tyson Foods (large protein company) could pose perceived conflict if material transactions arise between CALM and Tyson; no related-party transactions involving Ms. Boulden disclosed for FY2025. Monitor future disclosures for any Tyson–CALM relationships requiring Audit Committee review .
- No pledging/hedging red flags disclosed for Ms. Boulden; Section 16 delinquency disclosure notes one late Form 4 for COO Walters, none indicated for directors generally; continue to track Ms. Boulden’s Forms 3/4 .
Overall: Strong domain expertise and independent status; committee placements across Audit/Comp/NomGov suggest high engagement potential. Primary watch item is Tyson consultancy; ensure robust recusal protocols if any Tyson-related matters come before the Board or committees .
Citations
All facts and amounts above are sourced from Cal-Maine Foods’ 2025 DEF 14A Proxy Statement: .