DEF 14A of Vital Farms, Inc.
Filed Apr 29, 2024 · FY20230001193125-24-120064
General
General Our Board is currently composed of eight directors. There are two directors whose term of office expires in 2024. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the two individuals listed in the table below for election as directors at the Annual Meeting. If the nominees listed below are elected, they will each hold office until the annual meeting of stockholders in 2027 and until each of their successors has been duly elected and qualified or, if sooner, until the director’s resignation or removal. All nominees are currently serving on our Board and have consented to being named in this proxy statement and to serve if elected. The brief biographies below include information, as of the date of this proxy statement, regarding the nominees’ principal occupation, business experience and education, along with the particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each director or nominee should serve on the Board. There are no family relationships among any of our executive officers or directors. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.
General
| NOMINEES | AGE(1) | TERM EXPIRES | POSITION(S) HELD | DIRECTOR SINCE | | Kofi Amoo-Gottfried | 44 | 2024 | Director | 2021 | | Karl Khoury | 54 | 2024 | Director | 2015 |
General
| (1) As of April 19, 2024 |
General
| Age: 44 Director since: 2021 | KOFI AMOO-GOTTFRIED | | | | Kofi Amoo-Gottfried has served a member of our Board since January 2021. Mr. Amoo-Gottfried has served as Chief Marketing Officer of DoorDash, Inc. since December 2021. Mr. Amoo-Gottfried previously served as Vice President of Marketing for DoorDash from May 2019 to December 2021. Prior to joining DoorDash, Mr. Amoo-Gottfried held various roles at Facebook, Inc. from November 2015 to February 2019, including Vice President of Brand & Consumer Marketing from August 2018 to January 2019. Before joining Facebook, Mr. Amoo-Gottfried served in various roles at advertising agencies, including FCB NY, Leo Burnett and Publicis Groupe, and was also Global Communications Director for Bacardi Rums. Mr. Amoo-Gottfried has also served on the board of directors of Stitch Fix, Inc. since December 2022. Mr. Amoo-Gottfried received his B.A. in economics and international studies from Macalester College. We believe that Mr. Amoo-Gottfried is qualified to serve on our Board because of his extensive business and branding experience, including in consumer and foodservice industries. | | | | | Favorite farm memory: My favorite farm memory goes all the way back to my childhood in Ghana - visiting the cocoa farms with my dad and getting to watch as the produce got prepared for market. |
General
| | 2024 Proxy Statement | 9 |
General
| Age: 54 Director since: 2015 | KARL KHOURY Karl Khoury has served as a member of our Board since January 2015. Mr. Khoury co-founded and has served as a partner at Arborview Capital, a venture capital firm focused on resource efficiency and sustainability, since the firm’s inception in March 2008. Prior to co-founding Arborview Capital, he served as a partner with Columbia Capital, a sector-focused venture capital firm with over $2 billion under management. In addition to Vital Farms, Mr. Khoury is a member of the board of directors of multiple Arborview Capital portfolio companies, including Alpen High Performance Products, Kite Hill, Rachio and Soupergirl. Mr. Khoury is on the board of directors of Impact Capital Managers, a network of impact-focused private capital fund managers in the U.S. and Canada. Mr. Khoury is on the Board of Trustees of the MD/DC chapter of the Nature Conservancy, and he is on the Board of Trustees of Levine Music. Mr. Khoury received his B.S. in Finance from Lehigh University. We believe that Mr. Khoury is qualified to serve on our Board because of his extensive finance and investment experience. | | | | | Favorite farm memory: Our family visits to local apple orchards and pumpkin patches with our three daughters. They are now in high school and college, so our visits have become less frequent the past few years. |
Information About Our Continuing Directors
Information About Our Continuing Directors Set forth below are the names, ages and length of service of the members of our Board whose terms continue beyond the Annual Meeting.
Information About Our Continuing Directors
| CONTINUING DIRECTORS | AGE(1) | TERM EXPIRES | POSITION(S) HELD | DIRECTOR SINCE | | Matthew O’Hayer | 68 | 2026 | Founder, Executive Chairperson and Director | 2009 | | Russell Diez-Canseco | 52 | 2026 | President, Chief Executive Officer and Director | 2019 | | Kelly J. Kennedy | 55 | 2026 | Director | 2019 | | Glenda Flanagan | 70 | 2025 | Director | 2020 | | Denny Marie Post | 66 | 2025 | Director | 2019 | | Gisel Ruiz | 53 | 2025 | Director | 2020 |
Information About Our Continuing Directors
| (1) As of April 19, 2024 |
Information About Our Continuing Directors
| 10 | 2024 Proxy Statement | |
Information About Our Continuing Directors
The principal occupation, business experience and education of each continuing director are set forth below.
Information About Our Continuing Directors
| Age: 68 Director since: 2009 | MATTHEW O’HAYER Founder and Executive Chairperson Matthew O’Hayer is our founder and has served as a member of our Board since inception and as our Executive Chairperson since April 2019. From September 2007 to April 2019, Mr. O’Hayer served as our Chief Executive Officer. Mr. O’Hayer is also the founder and has served as the president of the Organic Egg Farmers of America, an industry association that hosts agricultural conventions on topics related to organic egg production. We believe that Mr. O’Hayer is qualified to serve on our Board because of his leadership in conceptualizing and developing our brand and business, his deep expertise in the food business, his extensive knowledge of our industry and his 40 years of experience building businesses. | | | | | Favorite farm memory: I loved collecting eggs on my very first Vital Farm here in Austin. Hens make a beautiful cooing sound when they’re happy. With a flock of a few hundred that can sound like a choir. Sometimes I would get a customer call on my cell phone while with my girls, and they would ask, “what is that racket?” It made me happy to give them the answer. |
Information About Our Continuing Directors
| Age: 52 Director since: 2019 | RUSSELL DIEZ-CANSECO President and Chief Executive Officer Russell Diez-Canseco has served as our President and Chief Executive Officer since May 2019 and as a member of our Board since December 2019. Prior to this, Mr. Diez-Canseco served as our President and Chief Operating Officer from November 2015 to April 2019, as our Chief Operating Officer from October 2014 to October 2015 and as our Vice President of Operations from January 2014 to September 2014. Prior to joining us, Mr. Diez-Canseco spent several years with McKinsey & Company, a worldwide management consulting firm, H-E-B, a supermarket chain, and the Central Intelligence Agency. Mr. Diez-Canseco received his M.B.A. from Harvard Business School and earned his A.B. in Economics from the University of California at Berkeley. We believe Mr. Diez-Canseco’s strategic vision for our Company and his extensive business experience, including in the food industry, make him qualified to serve on our Board. | | | | | Favorite farm memory: The first time I visited a Vital Farms farm and was able to experience the rush of birds out into the pasture first thing in the morning. |
Information About Our Continuing Directors
| | 2024 Proxy Statement | 11 |
Information About Our Continuing Directors
| Age: 55 Director since: 2019 | KELLY J. KENNEDY Kelly J. Kennedy has served as a member of our Board since December 2019. Since November 2023, Ms. Kennedy has served as the Chief Financial Officer of Willow Innovations, Inc., which launched the world’s first wearable breast pump. Previously, Ms. Kennedy served as the Chief Financial Officer of The Honest Company from January 2021 to September 2023, and as the Chief Financial Officer of The Bartell Drug Company, a family-owned pharmacy chain from September 2018 until its sale to Rite Aid in December 2020. Since December 2023, Ms. Kennedy has served on the board of directors of GoodRx Holdings, Inc., where she is a member of the Audit Committee. Ms. Kennedy has also served on the boards of directors of FirstFruits Farms LLC since December 2019, of RAD Power Bikes since July 2021 and of Skinny Mixes, LLC since July 2023. fuMs. Kennedy served on the board of directors of Sur La Table, Inc. from September 2018 to November 2020. Ms. Kennedy received her M.B.A. from Harvard Business School and her B.A. in Economics from Middlebury College. We believe that Ms. Kennedy is qualified to serve on our Board because of her comprehensive financial expertise and experience with retail and consumer brands, including those in the food space. | | | | | Favorite farm memory: This may not be “favorite,” but my most memorable was learning what an electric fence was on my first visit to my family’s farm in Michigan. Ouch! |
Information About Our Continuing Directors
| Age: 70 Director since: 2020 | GLENDA FLANAGAN | | | | Glenda Flanagan has served as a member of our Board since July 2020. In March 2022, Ms. Flanagan became the Executive Vice President and Chief Financial Officer and a member of the board of directors of Healthy America, LLC. Ms. Flanagan served as the Executive Vice President and Chief Financial Officer of Whole Foods Market, Inc. from 1988 through May 2017. From May 2017 through February 2022, she served as the Executive Vice President and Senior Advisor at Whole Foods. Additionally, Ms. Flanagan currently serves on the boards of directors of Whole Foods Market Foundation, as well as the public company Credit Acceptance Corporation. Ms. Flanagan holds a B.B.A. in accounting from the University of Texas at Austin. We believe Ms. Flanagan is qualified to serve as a member of our Board due to her extensive experience with a leading consumer and health-related brand, and her expertise and background with regard to accounting and financial matters. | | | | | Favorite farm memory: When I was a young girl in Austin, my grandparents had a farm just outside of town and we would go to visit them almost every Sunday. They frequently saved the eggs for us to collect – we loved carrying the baskets down to the chicken yard and then feeling the warmth of the freshly laid eggs. Now my sister lives on a farm, and I love watching my grandkids get to do the same – they love it. |
Information About Our Continuing Directors
| 12 | 2024 Proxy Statement | |
Information About Our Continuing Directors
| Age: 53 Director since: 2020 | GISEL RUIZ Gisel Ruiz has served as a member of our Board since May 2020. Ms. Ruiz has also served on the boards of directors of Cracker Barrel Old Country Store, Inc. since September 2020, of Univision Communications Inc. since November 2020, of Ulta Beauty, Inc. since March 2022, and of Executive Network Partnering Corporation from September 2020 to October 2022. Prior to that, Ms. Ruiz served as Executive Vice President and Chief Operating Officer of Sam’s West, Inc., a national chain of membership-only retail warehouse clubs, from February 2017 to June 2019. Ms. Ruiz has also held multiple leadership positions at Walmart, Inc., both in the U.S. and international business segments from 1992 through February 2017, including executive roles from 2010 to February 2017. Ms. Ruiz served on the board of directors of Walmart de Mexico S.A.B. de CV, a multinational retail chain from October 2016 to May 2019. Ms. Ruiz received her B.S. in Marketing and is a graduate of the Retail Management Institute program at Santa Clara University. She is currently on the Santa Clara University board of advisors serving the Retail Management Institute. We believe that Ms. Ruiz is qualified to serve on our Board because of her diverse business, management and leadership experience in the consumer and food industries. | | | | | Favorite farm memory: My mom and dad met while working the fields of the San Joaquin Valley. I remember my dad driving my sister and me out to the fields with him, and we’d jump out of his truck to pick fresh tomatoes or cantaloupes to bring home for my mom. We would bring back enough to share with our favorite neighbors across the street. |
Information About Our Continuing Directors
| Age: 66 Director since: 2019 | DENNY MARIE POST | | | | Denny Marie Post has served as a member of our Board since December 2019. Ms. Post has served on the board of directors of Travel & Leisure Co. since May 2018, Bluestone Lane Holdings since October 2020 and Libbey, Inc. since November 2020. Ms. Post previously served as Co-President of Nextbite, a virtual restaurant and online order management business. Prior to that, Ms. Post served on the board of directors of Red Robin Gourmet Burgers, Inc., a casual dining restaurant chain, from August 2016 to April 2019 and served in a variety of senior management roles from August 2011 to April 2019, including President, Chief Executive Officer, Chief Concept Officer and Chief Marketing Officer. Ms. Post has previously held management positions at T-Mobile US, Inc., Starbucks Corporation, Burger King Worldwide Inc., and KFC USA as well as priszm brandz (a joint venture of YUM! Brands, Inc.). Ms. Post received her certificate in Finance from Wharton School of Business at the University of Pennsylvania and her B.A. in Journalism and Social Sciences from Trinity University. We believe that Ms. Post is qualified to serve on our Board because of her diverse business, management and leadership experience in the consumer, food and hospitality industries. | | | | | Favorite farm memory: A field trip to a working dairy farm as a kid, with my very proper mom along to help supervise in a dress and heels (not the best outfit for the occasion!). |
Information About Our Continuing Directors
| | 2024 Proxy Statement | 13 |
Executive Compensation Highlights
| • | Long-Term Equity Vesting: Stock options and restricted stock units awarded to our executives include long-term vesting (three or more years), to encourage retention and executive focus on long-term performance. |
Executive Compensation Highlights
| • | Comprehensive Annual Review: Our Compensation Committee undertakes an annual review of our compensation strategy and competitive positioning to market, taking into account peer group compensation and compensation-related risks before approving CEO and senior management compensation. |
Executive Compensation Highlights
| • | Independent Compensation Committee and Independent Compensation Consultant: Our Compensation Committee consists entirely of independent directors and obtains advice from an external, independent compensation consultant. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer and the two other most highly compensated executive officers, or collectively, the named executive officers, during the fiscal years indicated:
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4)(5) | TOTAL ($) | | Russell Diez-Canseco | 2023 | 686,539 | | 560,009 | 839,995 | 1,050,000 | 18,630 | 3,155,173 | | President and Chief Executive Officer | 2022 | 625,002 | | 320,007 | 479,996 | 718,750 | 17,430 | 2,161,185 | | Thilo Wrede(7) | 2023 | 316,962 | 200,000(6) | 425,006 | 424,998 | 292,167 | 12,374 | 1,671,507 | | Chief Financial Officer | | | | | | | | | | Jason Dale(7) | 2023 | 411,923 | | 249,997 | 250,002 | 409,500 | 19,110 | 1,340,532 | | Chief Operating Officer | | | | | | | | |
Summary Compensation Table
| | 2024 Proxy Statement | 41 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the fiscal years presented. See “—Narrative to the Summary Compensation Table—Annual Base Salary” below. |
Summary Compensation Table
| (2) The amounts shown for stock and option awards represent the aggregate grant date fair value of the awards granted to our named executive officers during the years indicated as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 2 “Summary of Significant Accounting Policies” to Consolidated Financial Statements in our Annual Report on Form 10-K for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our awards. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the named executive officers. For additional information on these awards, please see “Outstanding Equity Awards at Fiscal Year-End.” |
Summary Compensation Table
| (3) See “—Narrative to the Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded. The amounts shown for non-equity incentive plan compensation represent amounts earned for the fiscal years presented, whether or not actually paid during such year. |
Summary Compensation Table
| (4) Includes matching contributions to 401(k) plans in the amounts of $11,900, $11,400 and 11,900, and life insurance premium payments in the amounts of $80, $61 and $80 for Mr. Diez-Canseco, Mr. Wrede and Mr. Dale, respectively, for the fiscal year ended December 31, 2023. |
Summary Compensation Table
| (5) Includes vehicle allowance of $6,000 for each of Mr. Diez-Canseco and Mr. Dale for the fiscal year ended December 31, 2023. |
Summary Compensation Table
| (6) Represents a one-time sign-on bonus to Mr. Wrede in connection with his offer of employment as Chief Financial Officer. |
Summary Compensation Table
| (7) Because Mr. Wrede and Mr. Dale were not named executive officers in 2022, their compensation for that year is not required to be reported. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(5) | | Russell Diez-Canseco | 9/26/2014 | 65,575 | — | $1.43 | 9/26/2024 | | | | | 5/22/2015 | 34,940 | — | $1.43 | 5/22/2025 | | | | | 1/1/2016 | 39,360 | — | $3.25 | 1/1/2026 | | | | | 12/1/2016 | 11,407 | — | $3.25 | 12/1/2026 | | | | | 5/22/2018 | 194,678 | — | $3.67 | 5/22/2028 | | | | | 8/28/2019 | 839,481 | 209,871(2) | $5.33 | 8/28/2029 | | | | | 7/30/2020 | 15,234 | 3,516(3) | $22.00 | 7/30/2030 | | | | | 3/22/2021 | 47,709 | 23,855(4) | $25.78 | 3/22/2031 | | | | | 3/22/2021 | — | — | — | — | 2,425(4) | 38,048 | | | 3/10/2022 | 39,801 | 79,601(4) | $12.81 | 3/10/2032 | | | | | 3/10/2022 | — | — | — | — | 16,654(4) | 261,301 | | | 3/13/2023 | — | 154,383(4) | $15.31 | 3/13/2033 | | | | | 3/13/2023 | — | — | — | — | 36,578(4) | 573,908 | | Thilo Wrede | 3/17/2023 | — | 87,206(4) | $13.91 | 3/17/2033 | | | | | 3/17/2023 | — | — | — | — | 30,554(4) | 479,392 | | Jason Dale | 9/1/2015 | 103,000 | — | $1.43 | 9/1/2025 | | | | | 12/1/2016 | 51,232 | — | $3.25 | 12/1/2026 | | | | | 5/22/2018 | 95,700 | — | $3.67 | 5/22/2028 | | | | | 8/28/2019 | 199,228 | 49,807(2) | $5.33 | 8/28/2029 | | | | | 7/30/2020 | 27,540 | 9,706(3) | $22.00 | 7/30/2030 | | | | | 3/22/2021 | 19,083 | 9,542(4) | $25.78 | 3/22/2031 | | | | | 3/22/2021 | — | — | — | — | 970(4) | 15,219 | | | 3/10/2022 | — | — | — | — | 18,214(4) | 285,778 | | | 3/13/2023 | — | 45,948(4) | $15.31 | 3/13/2033 | | | | | 3/13/2023 | — | — | — | — | 16,329(4) | 254,790 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Equity awards granted prior to July 30, 2020 were granted under our 2013 Incentive Plan (“2013 Plan”) and equity awards granted on or after July 30, 2020 were granted under our 2020 Equity Incentive Plan (“2020 Plan”). Our 2013 Plan was suspended when our 2020 Plan became effective on July 30, 2020; however, awards outstanding under our 2013 Plan continue in full effect in accordance with their existing terms. All vesting is subject to the individual’s continuous service with us through the vesting dates. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The shares subject to this award vest in equal annual installments over five years from the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The shares subject to this award vest in equal annual installments over four years from the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The shares subject to this award vest in equal annual installments over three years from the date of the grant. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Market values are calculated based on the closing market price of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023, which was $15.69 per share. |
Outstanding Equity Awards at Fiscal Year-End
| | 2024 Proxy Statement | 43 |
Director Compensation
Director Compensation
Director Compensation
Director Compensation The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2023. Directors who are also our employees (that is, Mr. Diez-Canseco and Mr. O’Hayer) receive no additional compensation for their service as directors and are not set forth in the table below.
Director Compensation
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(2)(3) | OPTION AWARDS ($)(3) | TOTAL ($) | | Kofi Amoo-Gottfried | 52,500 | 90,012 | — | 142,512 | | Glenda Flanagan | 57,500 | 90,012 | — | 147,512 | | Kelly J. Kennedy | 75,000 | 90,012 | — | 165,012 | | Karl Khoury | 80,000(1) | 90,012 | — | 170,012 | | Denny Marie Post | 77,500 | 90,012 | — | 167,512 | | Gisel Ruiz | 67,500 | 90,012 | — | 157,512 |
Director Compensation
| (1) Fees paid to Mr. Khoury include a one-time payment of $15,000 approved by our Nominating and Corporate Governance Committee to compensate Mr. Khoury for his services advising the management team in connection with strategic initiatives. |
Director Compensation
| (2) The amounts shown for stock awards represent the aggregate grant date fair value of the awards granted to our non-employee directors during the years indicated as computed in accordance with ASC 718. See Note 2 “Summary of Significant Accounting Policies” to Consolidated Financial Statements in our Annual Report on Form 10-K for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our awards. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the non-employee directors upon the vesting of the awards, the exercise of the stock options or the sale of the common stock underlying such awards. |
Director Compensation
| (3) The following table provides information regarding the aggregate number of stock and option awards granted to our non-employee directors that were outstanding as of December 31, 2023: |
Director Compensation
| NAME | STOCK AWARDS (#) | OPTION AWARDS (#) | | Kofi Amoo-Gottfried | 7,682 | — | | Glenda Flanagan | 6,086 | — | | Kelly J. Kennedy | 6,086 | 26,141 | | Karl Khoury | 6,086 | — | | Denny Marie Post | 6,086 | 26,141 | | Gisel Ruiz | 6,086 | 17,136 |
Director Compensation
| | 2024 Proxy Statement | 47 |
Arrangements with Directors and Executive Officers
Arrangements with Directors and Executive Officers See the sections titled “Executive Officer and Director Compensation—Director Compensation” and “Executive Officer and Director Compensation—Executive Officer Compensation” for additional information regarding our compensatory arrangements with our directors and executive officers.