Board Governance
Structural governance disclosures for Feed America Inc. (EIN 92-1761881). Individual board members and their compensation are disclosed annually in IRS Form 990 Part VII (Officers, Directors, Trustees, Key Employees).
Board structure
| Governing-body type | Board of Directors (Texas nonprofit corporation) |
| Authority | Per Texas Business Organizations Code § 22 (nonprofit corporation chapter) + Feed America Inc. bylaws |
| Documented bylaws | Yes — full text available on request to corporate@feedam.org |
| Independence requirement | Majority of voting board members must be independent (not compensated employees and no material business relationship with the organization). Reported on Form 990 Part VI line 1b. |
| Officer roles | Chair, Vice-Chair, Treasurer, Secretary (per bylaws). Officers may be the same as directors or separate. |
| Founder + Executive Director | Sharika Parkes (see /founder) |
Standing committees
The board operates with the following standing committees, each documented in the bylaws:
- Audit Committee — oversees the annual independent CPA audit, reviews internal controls, recommends auditor selection. Chaired by an independent director with financial expertise.
- Governance Committee — reviews bylaws annually, leads board recruitment, conducts board self-evaluation, oversees the conflict-of-interest disclosure cycle.
- Compensation Committee — reviews executive compensation annually against IRS-published comparable-data benchmarks for similar 501(c)(3) hunger-relief organizations. Establishes presumption of reasonableness under IRC 4958.
- Finance Committee — reviews monthly financial statements, oversees cash management and the operating reserve policy (≥3 months in cash + US Treasuries + FDIC deposits only — no equities, derivatives, or crypto), recommends annual budget.
- Programs Committee — reviews directory data quality, partner-operator outreach, Spanish editorial expansion, disaster response, and AI / SDOH partner integrations.
Ad hoc committees are formed by board resolution as needed (e.g., search committee for executive director succession, special-investigation committees).
Meeting cadence
- Full board meetings: Quarterly minimum, with additional meetings called by the Chair or by petition of one-third of the directors per bylaws.
- Committee meetings: As needed, minimum two per year per committee.
- Annual planning retreat: Once per fiscal year, multi-day strategic planning session.
- Quorum: Per bylaws (typically majority of directors).
- Minutes: Recorded, retained per the document retention policy (permanent for board minutes), available to directors at any time.
Term limits + rotation
Director terms are documented in the bylaws. Standard practice for the Feed America board:
- Initial term: 3 years
- Maximum consecutive terms: 3 (i.e., 9-year cap on continuous service)
- After a maximum-tenure break, a director may return after a 1-year hiatus
- Term-end date staggered so the board never turns over more than ~⅓ in any one year
Conflict of interest procedure
Per the documented COI policy at /policies#coi:
- Annual written disclosure required from every director, officer, and key employee. Stored permanently.
- Real-time disclosure required when a potential conflict arises.
- Disclosing director recuses from board votes on the conflicted matter.
- Board documents the conflict, recusal, and rationale in the minutes.
- Annual review by the Governance Committee.
Reported annually on Form 990 Part VI lines 12a–c.
Director + executive compensation
- Director compensation: Directors generally serve without compensation. Reasonable expense reimbursement per the bylaws and IRS rules.
- Executive compensation review: The Compensation Committee reviews executive compensation annually against IRS-published comparable-data benchmarks. Reported on Form 990 Part VI line 15a–b + Schedule J (where applicable).
- Founder + Executive Director compensation: Disclosed annually in Form 990 Part VII along with all other officers, directors, and key employees.
Whistleblower channel
Confidential reporting to ethics@feedam.org (anonymous accepted). Reports go directly to the Audit Committee chair, bypassing executive staff. No retaliation. Documented in the whistleblower policy at /policies#whistleblower. Reported on Form 990 Part VI line 13.
Where this lives in public filings
| Disclosure | Form 990 location |
|---|---|
| Individual director names + titles | Part VII Section A |
| Executive compensation (officers + key employees) | Part VII Section A + Schedule J (where applicable) |
| Independence count (how many directors are independent) | Part VI line 1b |
| Conflict-of-interest policy (annual confirmation) | Part VI line 12a–c |
| Whistleblower policy (annual confirmation) | Part VI line 13 |
| Document retention + destruction policy | Part VI line 14 |
| Executive compensation review process | Part VI line 15a–b |
| Bylaws amendments + supplemental policy text | Schedule O |
Contacts
Board correspondence: board@feedam.org (3 business day SLA)
Whistleblower / ethics: ethics@feedam.org (anonymous accepted)
Bylaws / corporate documents: corporate@feedam.org (3 business day SLA)
Related
- /policies — comprehensive policy hub
- /financials — financial transparency
- /donor-rights — AFP Donor Bill of Rights
- /founder — founder + executive director bio
- /reports — annual reports + Form 990 mirror
Last reviewed 2026-04-30. Page maintained by Feed America Inc. (EIN 92-1761881). Individual board members disclosed in IRS Form 990 Part VII (filed annually).