DEF 14A of Vital Farms, Inc.
Filed Apr 27, 2026 · FY20250001193125-26-182023
General
General Our Board is currently composed of eight directors. There are two directors whose term of office expires in 2026. At 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 2029 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, have consented to being named in this proxy statement and have indicated their intent to serve the entire three-year term if elected. Our Certificate of Incorporation provides for a classified Board consisting of three classes of directors. Currently, Class I consists of three directors, Class II consists of three directors and Class III consists of two directors. Each class serves for a three-year term. Vacancies on our Board may be filled by the affirmative vote of a majority of directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Nominating and Corporate Governance Committee is charged with oversight of the Company’s governance structure, including the size and composition of the Board, and engages in regular discussions regarding whether the current size of the Board remains appropriate. Each of the nominees listed below is currently a member of our Board and was previously elected to the Board by our stockholders. Each of these nominees has agreed to stand for re-election at the Annual Meeting. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board. The Board has no reason to believe that any of the nominees would prove unable 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 determine 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
| DIRECTOR NOMINEES | AGE(1) | TERM EXPIRES | POSITION(S) HELD | DIRECTOR SINCE | | Russell Diez-Canseco | 54 | 2026 | President, Chief Executive Officer, Executive Chairperson and Director | 2019 | | Kelly J. Kennedy | 57 | 2026 | Director | 2019 |
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| (1) As of the Record Date |
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| Age: 54 Director since: 2019 | RUSSELL DIEZ-CANSECO President, Chief Executive Officer and Executive Chairperson 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. In February 2026, Mr. Diez-Canseco was elected by the Board to serve as its Executive Chairperson, upon the retirement of the Company’s former Executive Chairperson Matthew O’Hayer. 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. In his over 12 years with Vital Farms, Mr. Diez-Canseco has helped oversee the expansion of our farm network, the development of our processing capabilities, taking Vital Farms public and our growth as a public company since. His extensive knowledge of Vital Farms and our industry, combined with his experience in the retail and food industries, make Mr. Diez-Canseco qualified to serve on our Board and continue leading Vital Farms as we pursue our long-term strategic goals. | | | | | 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. |
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| Age: 57 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. Since August 2024, Ms. Kennedy has served on the board of directors of Satellogic Inc., where she is the chair of the Audit Committee. Ms. Kennedy has also served on the boards of directors of FirstFruits Farms LLC since December 2019 and of Skinny Mixes, LLC since July 2023. Ms. Kennedy served on the board of directors of Sur La Table, Inc. from September 2018 to November 2020 and of RAD Power Bikes from July 2021 to December 2025. Ms. Kennedy received her M.B.A. from Harvard Business School and her B.A. in Economics from Middlebury College. Since joining our Board prior to our initial public offering, Ms. Kennedy has been an indispensable source of guidance and expertise on financial and operational matters, driven by her comprehensive experience as a public and private company executive. Among our growth strategies is scaling a world-class organization, and the Board continues to value Ms. Kennedy’s oversight as the company builds out the systems and processes necessary to achieve $2 billion in annual revenue. | | | | | 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! |
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| | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NAMED DIRECTOR NOMINEES. |
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 | | Kofi Amoo-Gottfried | 46 | 2027 | Director | 2021 | | William Cyr | 63 | 2027 | Director | 2025 | | Karl Khoury | 56 | 2027 | Director | 2015 | | Glenda Flanagan | 72 | 2028 | Director | 2020 | | Denny Marie Post | 68 | 2028 | Lead Independent Director | 2019 | | Gisel Ruiz | 55 | 2028 | Director | 2020 |
Information About Our Continuing Directors
| (1) As of the Record Date |
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: 46 Director since: 2021 | KOFI AMOO-GOTTFRIED Kofi Amoo-Gottfried has served as a member of our Board of Directors 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. In March 2026, Mr. Amoo-Gottfried announced that he plans to step down from DoorDash in May 2026. 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. Achieving our goal of becoming America’s most trusted food company will depend on maintaining brand loyalty among our existing consumers and earning new ones. Mr. Amoo-Gottfried brings to our Board insights from a career in building and strengthening world-class brands, experience we will continue to rely on as we grow. | | | | | 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 prepped for market. |
Information About Our Continuing Directors
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Information About Our Continuing Directors
| Age: 63 Director since: 2025 | WILLIAM CYR | | | | William Cyr has served as the Chief Executive Officer of Freshpet, Inc., a pet food company whose mission is to elevate the way we feed our pets with fresh food that nourishes all, where he also serves as a member of the board of directors. Before assuming his role at Freshpet, Mr. Cyr served as President and Chief Executive Officer of Sunny Delight Beverages Co. from August 2004 to February 2016. Prior to joining Sunny Delight Beverages, Mr. Cyr spent 19 years at Procter & Gamble, where he ultimately served as the Vice President and General Manager of the North American Juice Business and Global Nutritional Beverages. Mr. Cyr serves as a Board and Executive Committee Member of the Consumer Brands Association, a position he has held since 2002. Mr. Cyr received his A.B. in History and East Asian Studies from Princeton University. Our Board appointed Mr. Cyr in July 2025 because of his experience in leading consumer-facing brands through many of the same challenges we have faced, including building out multiple processing facilities, implementing a digital transformation and pursuing sustainable growth as a newer public company. This experience positions Mr. Cyr to provide valuable oversight and counsel to our management team as they pursue our future strategic goals and qualifies him to serve on our Board. | | | | | Favorite farm memory: I grew up in the Lehigh Valley in Pennsylvania. Every fall, local farms would host farm tours on a particular weekend. One year, it was pouring rain that weekend, but we still went to two or three farms and picked fresh apples, watched them milk the cows and feed the chickens. I came home soaked and muddy – and with the realization that farmers work every day – rain or shine – to feed us. |
Information About Our Continuing Directors
| Age: 56 Director since: 2015 | KARL KHOURY | | | | Karl Khoury has served as a member of our Board since January 2015. Mr. Khoury cofounded 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 Trustees of the MD/DC chapter of the Nature Conservancy. Mr. Khoury received his B.S. in Finance from Lehigh University. It is essential that as we continue to grow, we do not lose sight of our purpose or stray from our founding principles. As one of our earliest investors and as the head of a mission-aligned investment business, Mr. Khoury benefits our Board by ensuring that we maintain our long-term stakeholder focus while providing insights from a career in sustainable finance. | | | | | 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
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Information About Our Continuing Directors
| Age: 72 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. Fulfilling our financial commitments to investors and other stakeholders is central to our long-term success. Ms. Flanagan brings to our Board a career of experience in financial leadership with a leading consumer and health-related retailer and a deep understanding of the perspective of our customers. Her expertise in accounting, financial and investor relations matters informs discussions among our Audit Committee and full Board, positioning us to continue to meet stakeholder expectations. | | | | | 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
| Age: 68 Director since: 2019 | DENNY MARIE POST Lead Independent Director | | | | 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, Libbey, Inc. since November 2020 and True Food Kitchen since September 2024. 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 TMobile 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. Ms. Post’s experience leading large, consumer-facing businesses, together with her expertise in branding and marketing, make her a valuable asset on our Board. Additionally, in her role as Lead Independent Director, Ms. Post provides keen governance oversight, effective representation of our independent Board members and partnership with our Executive Chairperson in leading the Board. | | | | | 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
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Information About Our Continuing Directors
| Age: 55 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. As we push to reach $2 billion in annual revenue, effective and efficient operations are paramount. Ms. Ruiz’s experience overseeing operations for a large international company helps inform the decisions that our management makes as we continue to build our supply chain and processing capabilities. | | | | | Favorite farm memory: My parents met working the fields of the San Joaquin Valley. My sister and I would join dad on his rounds, bringing home fresh tomatoes and cantaloupes to share with friends and neighbors. |
Information About Our Continuing Directors
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Compensation Philosophy, Objectives, and Design
| COMPENSATION OBJECTIVE | HOW WE ACCOMPLISH THE OBJECTIVE | | Pay for performance | • Annual short-term incentive program tied to achievement of financial goals • Significant portion of CEO and other NEO compensation consisting of equity-based incentives • Continued utilization of performance stock units for executive long-term incentive grants, which vest only upon achievement of certain financial targets | | Talent attraction and retention | • Annual review with independent compensation consultant to ensure program is competitive for top executive talent • Time-based and performance-based equity incentives with three-year vesting periods to encourage retention of key executives | | Balance short-term and long-term interests | • Pay mix that includes incentives tied to both annual and long-term company financial metrics • Utilization of multiple performance metrics in short-term and long-term incentive plans to balance top-line and bottom-line financial goals | | Alignment with purpose and mission | • Comprehensive annual review process for executive pay determinations, driven by financial and strategic performance, demonstration of organizational core competencies, and advancement of our mission to bring ethical food to the table • Stock Ownership Guidelines for CEO and other NEOs, with enhanced ownership requirements adopted in 2025 |
Compensation Governance and Responsibilities
| THINGS WE DON’T DO | | | | No Multi-Year Guaranteed Compensation: Employment arrangements do not guarantee any level of compensation over multiple years | | | No Dividends on Unvested Equity: Our equity plan provides that no dividends or equivalents may be paid on unvested equity awards | | | No Excessive Perquisites: NEOs do not receive excessive perquisites, and tax gross-ups are not provided for the limited NEO perquisites | | | No Hedging or Similar Transactions: NEOs are prohibited from hedging and derivative transactions involving Company stock; pledging of shares allowed in limited circumstances and subject to Board approval | | | No Uncapped Award Opportunities: Short-term and long-term incentive awards are subject to maximum award amounts | | | No Executive-Specific Retirement Plans: NEOs receive same retirement benefits as other crew members |
Roles and Responsibilities of the Compensation Committee, Independent Compensation Consultant, and CEO
Roles and Responsibilities of the Compensation Committee, Independent Compensation Consultant, and CEO
Independent Compensation Consultant
Independent Compensation Consultant Since 2020, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook was engaged to provide market data, to analyze practices of the Company’s
Independent Compensation Consultant
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Independent Compensation Consultant
compensation peer group and market trends generally, and to conduct an assessment of the cash and equity compensation of the Company’s executive officers in comparison to similarly situated executive officers in our peer group companies. FW Cook provides additional services and analysis throughout the year at the Compensation Committee’s request, including realizable pay analyses and periodic updates on market compensation trends. FW Cook also provides consultation with respect to the compensation of our non-employee Board members, which is overseen by the Company’s Nominating and Corporate Governance Committee. During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and Nasdaq, the Compensation Committee engaged FW Cook to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. The Compensation Committee has assessed FW Cook’s independence and determined that FW Cook had no conflicts of interest in connection with its provisions of services to the Compensation Committee.
Compensation Peer Group and Selection Process
Compensation Peer Group and Selection Process In consultation with FW Cook, the Compensation Committee reviews our peer group on an annual basis. The Compensation Committee’s considerations when selecting our compensation peer group include the following:
Compensation Peer Group and Selection Process
| • | Industry Relevance: Preference for consumer-facing peers, particularly in the packaged foods and meats space |
Compensation Peer Group and Selection Process
| • | Revenue: Annual revenues targeted at 1/3x to 3.0x the Company’s projected revenue |
Compensation Peer Group and Selection Process
| • | Market Capitalization: Targeted at less than $4 billion |
Compensation Peer Group and Selection Process
| • | Pay Disclosure and Practices: Public companies with adequate levels of pay disclosure, avoiding companies with non-traditional pay practices |
Compensation Peer Group and Selection Process
| • | Additional Qualifications: Preference for companies with recent initial public offerings, high sales growth companies, and companies with similar employee headcount |
Compensation Peer Group and Selection Process
Our Compensation Committee utilizes the data and analysis from FW Cook to evaluate and determine appropriate levels of overall compensation for our executive officers, as well as each separate element of compensation, to be consistent and competitive with our peer group. While our compensation peer group is an important reference point when making executive compensation determinations, the Compensation Committee does not have any formal, binding benchmark policy Based on consultation with FW Cook, the Compensation Committee determined that, for purposes of the fiscal year ended December 28, 2025, our peer group for compensation purposes would consist of the entities listed below:
Compensation Peer Group and Selection Process
| Beyond Meat, Inc. (Nasdaq: BYND) | Misson Produce, Inc. (Nasdaq: AVO) | | Celsius Holdings, Inc. (Nasdaq: CELH) | Nature’s Sunshine Products, Inc. (Nasdaq: NATR) | | Dutch Bros Inc. (NYSE: BROS) | PetMed Express, Inc. (Nasdaq: PETS) | | e.l.f. Beauty, Inc. (NYSE: ELF) | SunOpta Inc. (Nasdaq: STKL) | | Freshpet, Inc. (Nasdaq: FRPT) | The Duckhorn Portfolio, Inc. (formerly NYSE: NAPA) | | Limoneira Company (Nasdaq: LMNR) | The Simply Good Foods Company (Nasdaq: SMPL) | | MGP Ingredients, Inc. (Nasdaq: MGPI) | The Vita Coco Company, Inc. (Nasdaq: COCO) |
Compensation Peer Group and Selection Process
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Annual Compensation Review Process
Based on a comprehensive review, the Compensation Committee considers and approves on an annual basis the base salary, bonus target and measurement metrics, and long-term incentive plan awards for each of the Chief Executive Officer and other Company executives. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the determination of his compensation is conducted by the Compensation Committee. This is informed by a formal annual evaluation of the Chief Executive Officer’s performance overseen by the Company’s Nominating and Corporate Governance Committee, the results of which are shared with the Compensation Committee. The Chief Executive Officer does not participate in the discussion or approval of his own compensation. The Compensation Committee makes most of the significant adjustments to annual compensation, determines bonus and equity awards and establishes new performance objectives at one or more meetings generally held during the first quarter of the year. This schedule allows the Compensation Committee to have sufficient understanding of the previous year’s financial results and progress toward strategic priorities before making its annual determinations. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.
Base Salary
Base Salary Base salaries for our NEOs are set annually by our Compensation Committee. Base salary is informed by peer group data, and the Compensation Committee generally targets base salary within a competitive range of the median for equivalent officer positions within our peer group. The Compensation Committee considers annually (or upon a material change in an officer’s position or responsibilities) whether any changes should be made to the base salaries of our executive officers. We do not provide formulaic or guaranteed base salary increases; instead, the Compensation Committee considers factors that include Company and individual performance, national salary increase levels, talent development and retention, peer group competitiveness, internal pay equity and (with respect to NEOs other than the CEO) the recommendation of the CEO. In 2025, the Compensation Committee reviewed the base salaries of our NEOs and approved increases to base salaries in amounts ranging from approximately 3.4% to 7.5% for each of our NEOs. Based on its subjective judgement, our Compensation Committee determined these increases were appropriate in light of each executive’s individual performance and as a cost-of-living adjustment informed by competitive market data provided by FW Cook. For fiscal 2025, our NEO base salaries were as follows:
Annual Performance-Based Cash Incentives
Annual Performance-Based Cash Incentives Each of our NEOs participates in our annual performance-based incentive program. Each year, the Compensation Committee establishes for each NEO an incentive program target, expressed as a percentage of the NEO’s base salary. The incentive program targets are based on peer group data and the role and responsibilities of the individual NEO. The Compensation Committee also determines the relevant financial performance metrics used to determine whether the annual incentives have been earned. For fiscal 2025, our NEO annual incentive program targets were as follows:
Annual Performance-Based Cash Incentives
| NAMED EXECUTIVE OFFICER | 2025 BASE SALARY ($) | 2025 TARGET (%) | | Russell Diez-Canseco | 750,000 | 100 | | Thilo Wrede | 455,000 | 60 | | Peter Pappas | 430,000 | 60 | | Joanne Bal | 416,000 | 60 | | Joseph Holland | 416,000 | 60 |
Annual Performance-Based Cash Incentives
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Annual Performance-Based Cash Incentives
The fiscal 2025 annual incentive program was based on achievement of established net revenue and Adjusted EBITDA targets for the full fiscal year. The targets were the result of a goal-setting process that involved the Company’s management team and Compensation Committee and reflected the Company’s expectations for continued growth. The Compensation Committee approved for fiscal 2025 a net revenue target of $784.5 million and an Adjusted EBITDA target of $113.4 million. The Compensation Committee also approved an incentive payout mechanism based on these targets. In addition to establishing net revenue and Adjusted EBITDA targets, the Compensation Committee also established threshold and maximum achievement levels for each metric. The tables below further set forth the payment methodology upon achievement or failure to achieve each of the net revenue and Adjusted EBITDA targets:
Payment Methodology – Net Revenue Metric (50%)
| Percent of net revenue target achieved | <90% | 90% | 90%-100% | 100%-115% | >115% | | Payout of the portion of incentive based on net revenue metric | 0% payout | 50% payout | 50% - 100% payout, based on straight line interpolation | 100% - 200% payout, based on straight line interpolation | 200% payout |
Payment Methodology – Adjusted EBITDA Metric (50%)
| Percent of adjusted EBITDA target achieved | <85% | 85% | 85%-100% | 100%-120% | >120% | | Payout of the portion of incentive based on Adjusted EBITDA metric | 0% payout | 25% payout | 25% - 100% payout, based on straight line interpolation | 100% - 200% payout, based on straight line interpolation | 200% payout |
Payment Methodology – Adjusted EBITDA Metric (50%)
| NAMED EXECUTIVE OFFICER | 2025 SALARY ($) | APPROVED BONUS AMOUNT ($) | | Russell Diez-Canseco | 750,000 | 697,500 | | Thilo Wrede | 455,000 | 253,890 | | Peter Pappas | 430,000 | 239,940 | | Joanne Bal | 416,000 | 232,128 | | Joseph Holland | 416,000 | 232,128 |
Long-Term Equity Incentive Program
Long-Term Equity Incentive Program We provide long-term equity incentives to our executive officers through annual grants made pursuant to our 2020 Equity Incentive Plan (“2020 Plan”). Our Compensation Committee believes such grants are essential to meeting our compensation objectives of paying for performance, attracting and retaining top talent and balancing short-term and long-term interests. Equity awards under this program are granted by the Compensation Committee at the time of an executive officer’s initial hire, during our annual grant process in the first quarter of each year and at other times based on the Compensation Committee’s discretion. Our practice is to provide annual grants with a grant date of at least two business days after the date we publicly release our full fiscal year earnings for the previous fiscal year. For fiscal year 2025, the Compensation Committee approved awards to our executives consisting of performance-vesting PSUs and time-vesting RSUs. Based on individual and Company performance, market and peer group data provided by FW Cook, and internal pay equity, each NEO is provided a targeted dollar value of equity awards, with the total dollar value allocated between PSUs and RSUs as determined by the Compensation Committee. For fiscal year 2025, the Compensation Committee determined that equity awards made to our NEOs would consist of 50% PSUs and 50% RSUs, a mix that the Compensation Committee believes strikes the right balance between the retentive nature of RSUs and the variable, performance-based nature of PSUs. While previous years’ equity grants consisted of a mix of RSUs and stock options, for fiscal year 2025, the Compensation Committee decided to utilize PSUs in lieu of stock option grants to further reinforce our commitment to align executive pay with the Company’s performance and with the long-term financial goals deemed most important to the Company’s business. The Compensation Committee annually considers the appropriate mix of equity awards and incorporates performance-based equity awards when it determines that important milestones should form the basis of a performance-based equity grant and that such a grant would not promote excessive risk taking that could adversely impact the Company. PSUs: Each PSU represents a right to receive between 0% and 200% of a target number of shares of our common stock upon vesting. Subject to the applicable NEO’s continued service, PSUs granted for fiscal year 2025 will vest at the end of a performance period ending December 26, 2027 (the last day of our 2027 fiscal year) based on the achievement of financial performance metrics determined by the Compensation Committee in February 2025. We believe this vesting period helps ensure that we retain top executive talent and align the interests of our NEOs with the long-term interests of the Company and its stockholders. Our fiscal year 2025 PSUs are tied to the achievement of net revenue (50% weighting) and Adjusted EBITDA Margin (50% weighting) performance metrics, measured based on our net revenue and Adjusted EBITDA Margin in our existing product categories for fiscal year 2027. The net revenue and Adjusted EBITDA Margin performance targets established by the Compensation Committee are intended to be challenging and are aligned with the Company’s ambitious long-term vision, reflecting the Compensation Committee’s desire to reward exceptional performance.
Long-Term Equity Incentive Program
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Long-Term Equity Incentive Program
In addition to establishing net revenue and Adjusted EBITDA targets, the Compensation Committee also established threshold and maximum achievement levels for each metric. If a metric is below the established threshold, zero shares will be issued for the portion of the PSUs attributable to that metric. If a metric is above the established maximum, two shares will be issued for each of the PSUs attributable to that metric. The payout calculation for our fiscal year 2025 PSUs is summarized below:
Long-Term Equity Incentive Program
| NET REVENUE ACHIEVEMENT IN FY2027 | BELOW THRESHOLD | AT THRESHOLD | AT TARGET | AT OR ABOVE MAXIMUM | | Vesting of the portion of PSUs based on Net Revenue Metric | 0% | 50% | 100% | 200% |
Long-Term Equity Incentive Program
| ADJUSTED EBITDA MARGIN ACHIEVEMENT IN FY2027 | BELOW THRESHOLD | AT THRESHOLD | AT TARGET | AT OR ABOVE MAXIMUM | | Vesting of the portion of PSUs based on Adjusted EBITDA Margin Metric | 0% | 50% | 100% | 200% |
Long-Term Equity Incentive Program
For amounts between the threshold and maximum, shares will be awarded based on straight line interpolation. We believe disclosing specific targets while the performance period is ongoing could cause competitive harm. However, such targets will be disclosed in 2028 following the determination of achievement of the financial performance metrics by the Compensation Committee. As soon as practicable following the end of the 2027 fiscal year, the Compensation Committee will determine the achievement of each of the net revenue and Adjusted EBITDA Margin goals and will make a final determination of the PSUs that will vest and number of shares of our common stock that will be issued. RSUs: Each RSU represents the right to receive one share of our common stock upon vesting. Subject to the applicable NEO’s continued service, our fiscal year 2025 RSUs will vest in three substantially equal annual installments beginning on the first anniversary of the grant date. We believe that a three-year vesting schedule for RSUs is appropriate for the retention of talent and strikes a balance between short-term and long-term incentives, in line with our overall compensation strategy. RSU awards encourage retention through vesting over the recipient’s continued employment with us, cover fewer shares than stock options, minimize dilution to stockholders, are straightforward and understandable to our crew members, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. Based on individual and Company performance, market and peer group data provided by FW Cook, and internal pay equity, each NEO is provided a targeted dollar value of equity awards, with the total dollar value allocated between PSUs and RSUs as determined by the Compensation Committee. A summary of the equity awards granted to our NEOs for fiscal year 2025 is:
Long-Term Equity Incentive Program
| NAMED EXECUTIVE OFFICER | RSUS GRANTED | PSUS GRANTED | | Russell Diez-Canseco | 34,073 | 34,072 | | Thilo Wrede | 14,659 | 14,659 | | Peter Pappas | 10,301 | 10,301 | | Joanne Bal | 7,924 | 7,923 | | Joseph Holland | 7,924 | 7,923 |
Long-Term Equity Incentive Program
| 54 | 2026 Proxy Statement | |
Severance and Change of Control Benefits
Severance and Change of Control Benefits Regardless of the manner in which a NEO’s service terminates, each NEO is entitled to receive amounts earned during the term of service, including unpaid salary. Pursuant to our employment agreement with Mr. Diez-Canseco and our Change in Control Severance Plan (the “Severance Plan”) for all other NEOs, our NEOs are entitled to certain severance benefits upon an involuntary termination without cause (and not due to death or disability) or upon a resignation for good reason, either alone or immediately before or within 12 months following a change in control of our Company, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. For Mr. Diez-Canseco cause, change in control, disability and good reason are defined in his employment agreement and such terms are defined for our other executive officers in our Severance Plan. The Compensation Committee believes that these severance benefits are necessary to provide stability among our NEOs, to focus our NEOs on our business operations, and to encourage continued attention and dedication to duties without distractions in connection with a potential change in control transaction or period of uncertainty. For a detailed description of the severance provisions contained in Mr. Diez-Canseco’s employment agreement and the Severance Plan, see “Executive Officer and Director Compensation—Employment Arrangements” and “Executive Officer and Director Compensation—Potential Payments upon Termination or Change of Control” below.
Severance and Change of Control Benefits
| | 2026 Proxy Statement | 55 |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last three completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer and Chief Financial Officer, as well as the three other most highly compensated executive officers, or collectively, the NEOs, during the fiscal years indicated:
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Russell Diez-Canseco President, Chief Executive Officer and Executive Chairperson | 2025 | 749,808 | | 2,149,975(5) | | 697,500 | 19,230 | 3,616,512 | | | 2024 | 711,539 | — | 3,999,980 | — | 1,268,750 | 19,080 | 5,999,349 | | | 2023 | 686,539 | — | 560,009 | 839,995 | 1,050,000 | 18,630 | 3,155,173 | | Thilo Wrede | 2025 | 454,808 | | 924,983(5) | | 253,890 | 13,710 | 1,647,391 | | Chief Financial Officer | 2024 | 421,731 | — | 899,967 | — | 451,500 | 13,560 | 1,786,758 | | | 2023 | 316,962 | 200,000(6) | 600,006 | 424,998 | 292,167 | 12,374 | 1,671,507 | | Peter Pappas(7) Chief Sales Officer and President, Eggs | 2025 | 429,769 | | 649,993(5) | | 239,940 | 21,510 | 1,341,212 | | Joanne Bal(8) Chief Legal Officer, Corporate Secretary & Head of Impact | 2025 | 415,877 | | 499,973(5) | | 232,128 | 11,710 | 1,159,688 | | | 2024 | 368,077 | — | 839,978 | — | 393,750 | 11,560 | 1,613,365 | | Joseph Holland(7) Chief Supply Chain Officer | 2025 | 415,877 | | 499,973(5) | | 232,128 | 10,580 | 1,158,558 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the fiscal years presented. See “Compensation Discussion and Analysis—Components / Elements of Compensation Program—Base Salary” above. |
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 NEOs 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 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 NEOs. For additional information on these awards, please see “Outstanding Equity Awards at Fiscal Year-End.” |
Summary Compensation Table
| (3) See Compensation Discussion and Analysis—Components / Elements of Compensation Program—Annual Performance-Based Cash Incentives” above 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 $12,500, $12,500, $12,500, $10,500 and $10,500 for Mr. Diez-Canseco, Mr. Wrede, Mr. Pappas, Ms. Bal and Mr. Holland, respectively; life insurance premium payments in the amounts of $80 for each NEO; and, a vehicle allowance of $6,000 and $7,800 for Mr. Diez-Canseco and Mr. Pappas, respectively, for the fiscal year ended December 28, 2025. |
Summary Compensation Table
| (5) Amount reported includes both PSU and RSU awards. In valuing the PSU awards, we assumed the probable achievement of the target levels for the performance goals. The value of the PSUs granted in 2025, assuming that the highest tier of achievement of the company’s performance goals under the terms of the PSU awards is achieved or exceeded (e.g., 200%), is as follows for each of the NEOs: Mr. Diez-Canseco: $2,149,943; Mr. Wrede: $924,983; Mr. Pappas: $649,993; Ms. Bal: $499,941; and Mr. Holland: $499,941. |
Summary Compensation Table
| (6) Represents a one-time sign-on bonus to Mr. Wrede in connection with his offer of employment as our Chief Financial Officer. |
Summary Compensation Table
| (7) Because each of Mr. Pappas and Mr. Holland was not an NEO in 2024 or 2023, their compensation for such years is not required to be reported. |
Summary Compensation Table
| (8) Because Ms. Bal was not an NEO in 2023, her compensation for such year is not required to be reported. |
Summary Compensation Table
| | 2026 Proxy Statement | 59 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our NEOs during the fiscal year ended December 28, 2025. All equity plan awards were made pursuant to our 2020 Plan.
Grants of Plan-Based Awards
| | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | NAME | GRANT TYPE | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Russell Diez-Canseco | Annual Cash | — | 281,250 | 750,000 | 1,500,000 | | | | | | | | PSU | 3/3/2025 | | | | 17,036 | 34,072 | 68,144 | | 1,074,972 | | | RSU | 3/3/2025 | | | | | | | 34,073(4) | 1,075,003 | | Thilo Wrede | Annual Cash | — | 102,375 | 273,000 | 546,000 | | | | | | | | PSU | 3/3/2025 | | | | 7,330 | 14,659 | 29,318 | | 462,491 | | | RSU | 3/3/2025 | | | | | | | 14,659(4) | 462,491 | | Peter Pappas | Annual Cash | — | 96,750 | 258,000 | 516,000 | | | | | | | | PSU | 3/3/2025 | | | | 5,151 | 10,301 | 20,602 | | 324,997 | | | RSU | 3/3/2025 | | | | | | | 10,301(4) | 324,997 | | Joanne Bal | Annual Cash | — | 93,600 | 249,600 | 499,200 | | | | | | | | PSU | 3/3/2025 | | | | 3,962 | 7,923 | 15,848 | | 249,971 | | | RSU | 3/3/2025 | | | | | | | 7,924(4) | 250,002 | | Joseph Holland | Annual Cash | — | 93,600 | 249,600 | 499,200 | | | | | | | | PSU | 3/3/2025 | | | | 3,962 | 7,923 | 15,848 | | 249,971 | | | RSU | 3/3/2025 | | | | | | | 7,924(4) | 250,002 |
Grants of Plan-Based Awards
| (1) The amounts shown in the “Target” column represent target bonus amounts for each NEO for the fiscal year ended December 28, 2025 and the amounts in the “Threshold” and “Maximum” columns represent the dollar amount that would be payable if each performance goal were achieved at the threshold and maximum levels, respectively, as described in more detail in the section titled “Compensation Discussion and Analysis—Components / Elements of Compensation Program—Annual Performance-Based Cash Incentives” above. These amounts do not represent the actual bonus payments received by our NEOs for the fiscal year ended December 28, 2025. The dollar value of the actual bonus payments is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. |
Grants of Plan-Based Awards
| (2) The amounts set forth in the “Target” column represent target PSU amounts for each NEO for the fiscal year ended December 28, 2025 under our 2020 Plan and do not represent either additional or actual compensation earned by our NEOs for the fiscal year ended December 28, 2025. Threshold and maximum amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (50%) and maximum (200%) level. |
Grants of Plan-Based Awards
| (3) Amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs under our 2020 Plan, computed in accordance with ASC 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options and RSUs reported in this column are set forth in Note 16 “Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report. This amount does not reflect the actual economic value that may be realized by the NEO. |
Grants of Plan-Based Awards
| (4) The RSUs vest in three equal annual installments commencing on March 3, 2026, subject to the NEO’s continuous service with us as of the applicable vesting date. |
Grants of Plan-Based Awards
| 60 | 2026 Proxy Statement | |
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 NEOs that were outstanding as of December 28, 2025:
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 (#) UN-EXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED ($)(5) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) | | Russell Diez-Canseco | 8/28/2019 | 6,531 | | 5.3286 | 8/28/2029 | | | | | | | 7/30/2020 | 18,750 | | 22.00 | 7/30/2030 | | | | | | | 3/22/2021 | 71,564 | | 25.78 | 3/22/2031 | | | | | | | 3/10/2022 | 18,942 | | 12.81 | 3/10/2032 | | | | | | | 3/13/2023 | 77,282 | 44,930(2) | 15.31 | 3/13/2033 | | | | | | | 3/13/2023 | | | | | 12,192(2) | 386,852 | | | | | 3/11/2024 | | | | | 63,522(2) | 2,015,553 | | | | | 3/11/2024 | | | | | | | 95,283(3) | 3,023,330 | | | 3/3/2025 | | | | | 34,073(2) | | | | | | 3/3/2025 | | | | | | | 34,073(3) | 1,081,136 | | Thilo Wrede | 3/17/2023 | 50,949 | 29,068(2) | 13.91 | | | | | | | | 3/17/2023 | | | | | 10,184(2) | 323,138 | | | | | 3/11/2024 | | | | | 14,292(2) | 453,485 | | | | | 3/11/2024 | | | | | | | 21,438(3) | 680,228 | | | 3/3/2025 | | | | | 14,659(2) | 465,130 | | | | | 3/3/2025 | | | | | | | 14,659(3) | 465,130 | | Pete Pappas | 10/26/2020 | 91,972 | | 34.09 | 10/26/2030 | | | | | | | 3/22/2021 | 28,625 | | 25.78 | 3/22/2031 | | | | | | | 3/13/2023 | 14,911 | 4,190(2) | 15.31 | 3/13/2033 | | | | | | | 3/13/2023 | | | | | 3,810(2) | 120,891 | | | | | 11/27/2023 | 5,233 | 1,744(2) | 12.58 | 11/27/2033 | | | | | | | 11/27/2023 | | | | | 663(2) | 21,037 | | | | | 3/11/2024 | | | | | 11,513(2) | 365,307 | | | | | 3/11/2024 | | | | | | | 17,270(3) | 547,977 | | | 3/3/2025 | | | | | 10,301(2) | 326,851 | | | | | 3/3/2025 | | | | | | | 10,301(3) | 326,851 |
Outstanding Equity Awards at Fiscal Year-End
| | 2026 Proxy Statement | 61 |
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 (#) UN-EXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED ($)(5) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) | | Joanne Bal | 4/26/2021 | 56,493 | | 25.56 | 4/26/2031 | | | | | | | 3/13/2023 | 12,253 | 12,252(2) | 15.31 | 3/13/2033 | | | | | | | 3/13/2023 | | | | | 4,354(2) | 138,152 | | | | | 3/11/2024 | | | | | 13,022(2) | 413,188 | | | | | 3/11/2024 | | | | | | | 19,533(3) | 619,782 | | | 3/3/2025 | | | | | 7,924(2) | 251,429 | | | | | 3/3/2025 | | | | | | | 7,923(3) | 251,397 | | Joe Holland | 9/2/2024 | | | | | 2,626(2) | 83,323 | | | | | 9/2/2024 | | | | | | | 3,939(3) | 124,984 | | | 3/3/2025 | | | | | 7,924(2) | 251,429 | | | | | 3/3/2025 | | | | | | | 7,924(3) | 251,429 |
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 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 three years from the date of the grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The shares subject to this PSU award vests three years from the date of grant subject to the achievement of net revenue (50% weighting) and Adjusted EBITDA Margin (50% weighting) performance metrics, measured based on our net revenue and Adjusted EBITDA Margin in our existing product categories for the applicable performance period. The performance period for PSUs granted in fiscal year 2024 is fiscal year 2026 and for PSUs granted in fiscal year 2025 is fiscal year 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Market values are calculated based on the closing market price of our common stock as reported on the Nasdaq Global Select Market on December 26, 2025, which was $31.73 per share. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information regarding any option exercises and shares of common stock vested during the fiscal year ended December 28, 2025 with respect to our NEOs.
Option Exercises and Stock Vested
| NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Russell Diez-Canseco | 270,306 | 7,958,702 | 31,708 | 987,334 | | Thilo Wrede | 7,189 | 243,276 | 10,375 | 327,795 | | Peter Pappas | | | 20,358 | 644,716 | | Joanne Bal | 28,246 | 677,410 | 14,478 | 454,957 | | Joseph Holland | | | 901 | 46,762 |
Option Exercises and Stock Vested
| (1) The value realized on exercise is based on the difference between the closing price of our common stock on the date of exercise and the exercise price of the applicable options and does not represent actual amounts received by our NEOs as a result of the option exercises. |
Option Exercises and Stock Vested
| (2) The value realized on vesting is based on the total number of shares of common stock issued to each named executive officer upon the vesting of the RSU award multiplied by the closing price of our common stock on the vesting date and does not represent actual amounts received by our NEOs as a result of the vesting event. |
Option Exercises and Stock Vested
| 62 | 2026 Proxy Statement | |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The table below shows estimates of the compensation payable to each of our NEOs upon their termination of employment with the Company and/or upon a change in control, calculated as if the triggering event had occurred effective December 26, 2025, the last business day of our previous fiscal year. The actual amounts due to any one of the NEOs upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct.
Potential Payments upon Termination or Change in Control
| NAME | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL ($)(1) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A CHANGE IN CONTROL ($)(1) | 2020 PLAN — CHANGE IN CONTROL(2) | | Russell Diez-Canseco | | | | | Cash Severance (Salary) | 1,500,000 | 1,500,000 | — | | Cash Severance (Bonus) | 1,500,000 | — | — | | Equity Acceleration(3) | 8,432,997 | — | 8,432,997 | | Health Benefits | 31,827 | 31,827 | — | | Thilo Wrede | | | | | Cash Severance (Salary) | 455,000 | 455,000 | — | | Cash Severance (Bonus) | 546,000 | — | — | | Equity Acceleration(3) | 2,905,103 | — | 2,905,103 | | Health Benefits | 21,218 | | — | | Peter Pappas | | | | | Cash Severance (Salary) | 430,000 | 430,000 | — | | Cash Severance (Bonus) | 516,000 | — | — | | Equity Acceleration(3) | 1,918,319 | — | 1,918,319 | | Health Benefits | 15,246 | 15,246 | — | | Joanne Bal | | | | | Cash Severance (Salary) | 416,000 | 416,000 | — | | Cash Severance (Bonus) | 499,200 | — | — | | Equity Acceleration(3) | 1,875,126 | — | 1,875,126 | | Health Benefits | 13,135 | 13,135 | — | | Joseph Holland | | | | | Cash Severance (Salary) | 416,000 | 416,000 | — | | Cash Severance (Bonus) | 499,200 | — | — | | Equity Acceleration(3) | 711,164 | — | 711,164 | | Health Benefits | 20,688 | 20,688 | — |
Potential Payments upon Termination or Change in Control
| (1) The amounts listed for Mr. Diez-Canseco are based on the terms of the Diez-Canseco Employment Agreement. The amounts listed for each of our NEOs other than Mr. Diez-Canseco are based on the terms of the Severance Plan. |
Potential Payments upon Termination or Change in Control
| (2) These benefits would be payable under the 2020 Plan upon certain specified significant transactions in which the surviving or acquiring corporation elects not to assume, continue or substitute for each outstanding award and such NEO’s employment continues, assuming the vesting acceleration took place on December 28, 2025. |
Potential Payments upon Termination or Change in Control
| (3) Pursuant to the terms of the outstanding equity awards granted under the Company’s 2020 Plan, in the event of certain specified other transactions, if the surviving or acquiring corporation (or its parent) does not assume, continue or substitute for such stock awards, then (i) with respect to stock awards that are held by participants whose continuous service has not terminated prior to the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (meaning at 100% of target level for certain performance awards, unless the administrator or relevant award agreement provides otherwise) to a date prior to the corporate transaction, and such stock awards will terminate if not exercised (if applicable) at or prior to the corporate transaction, and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the corporate transaction. The value of acceleration of stock options is calculated based on the difference between the closing price of our common stock on December 26, 2025, the last trading day of fiscal year 2025 (which was $31.73 per share), and the exercise price of stock options multiplied by the number of unvested stock options that vest in connection with the applicable triggering event. The value of acceleration of equity awards is calculated based on the difference between the closing price of our common stock on December 26, 2025, the last trading day of fiscal year 2025 (which was $31.73 per share), multiplied by the number of equity awards that vest in connection with the applicable triggering event. |
Potential Payments upon Termination or Change in Control
| 66 | 2026 Proxy Statement | |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Our total rewards philosophy and the overall structure of our total rewards programs are broadly similar across Vital Farms in order to engage, motivate and reward all employees who contribute to our success. Pay equity is a subset of our overall Impact strategy. As required by Item 402(u) of Regulation S-K, we are disclosing information about the ratio of the annual total compensation of our Chief Executive Officer for fiscal year 2025 to the annual total compensation of our median employee (excluding our CEO) (the “CEO Pay Ratio”).
CEO Pay Ratio
CEO Pay Ratio For fiscal year 2025:
CEO Pay Ratio
| • | the annual total compensation of the median employee (excluding our Chief Executive Officer) was $81,259; and |
CEO Pay Ratio
| • | the annual total compensation of our Chief Executive Officer was $3,616,512. |
CEO Pay Ratio
Based on this information, the CEO Pay Ratio was approximately 44:1 for fiscal year 2025. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, operate in different countries and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO Pay Ratio
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Non-Employee Director Compensation Information
Non-Employee Director Compensation Information
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding the compensation earned for service on the Board under the Compensation Policy by our non-employee directors during the year ended December 28, 2025. Directors who are also our employees (that is, for fiscal year 2025, Mr. Diez-Canseco and Mr. O’Hayer) receive no additional compensation for their service as directors and are not set forth in the table below.
Non-Employee Director Compensation
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(3)(4) | TOTAL ($) | | Kofi Amoo-Gottfried | 70,000 | 109,981 | 179,981 | | William Cyr(1) | 35,000 | 119,994 | 154,994 | | Glenda Flanagan | 70,000 | 109,981 | 179,981 | | Kelly J. Kennedy | 87,500 | 109,981 | 197,481 | | Karl Khoury | 87,500(2) | 109,981 | 197,481 | | Denny Marie Post | 80,000 | 109,981 | 189,981 | | Gisel Ruiz | 80,000 | 109,981 | 189,981 |
Non-Employee Director Compensation
| (1) Mr. Cyr joined our Board and each committee on which he serves in July 2025 and received an initial RSU award. |
Non-Employee Director Compensation
| (2) Fees paid to Mr. Khoury include compensation for service on a special committee approved by our Nominating and Corporate Governance Committee. |
Non-Employee Director Compensation
| (3) 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 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 or the sale of the common stock underlying such awards. |
Non-Employee Director Compensation
| (4) 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 28, 2025: |
Non-Employee Director Compensation
| NAME | STOCK AWARDS (#) | OPTION AWARDS (#) | | Kofi Amoo-Gottfried | 3,423 | — | | William Cyr | 3,044 | — | | Glenda Flanagan | 3,423 | — | | Kelly J. Kennedy | 3,423 | 26,141 | | Karl Khoury | 3,423 | — | | Denny Marie Post | 3,423 | 26,141 | | Gisel Ruiz | 3,423 | 17,136 |
PEO
| FISCAL YEAR (A) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) (B) | COMPENSATION ACTUALLY PAID TO PEO (2) (C) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (3) (D) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (4) (E) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($M) (7) (H) | NET REVENUE ($M) (8) (I) | | | | | | | TOTAL SHAREHOLDER RETURN (5) (F) | PEER GROUP TOTAL SHAREHOLDER RETURN (6)(7) (G) | | | | 2025 | $3,616,512 | $1,919,592 | $1,114,192 | $947,628 | $183.30 | $87.84 | $66.28 | $759.4 | | 2024 | $5,999,349 | $20,174,397 | $1,671,914 | $4,386,504 | $215.74 | $94.47 | $53.39 | $606.3 | | 2023 | $3,155,173 | $2,564,064 | $1,506,020 | $1,513,756 | $90.64 | $98.46 | $25.57 | $471.9 | | 2022 | $2,161,185 | $1,164,975 | $1,238,608 | $1,191,558 | $89.43 | $107.76 | $1.23 | $362.1 |
PEO
| (2) The dollar amounts shown represent compensation actually paid to Mr. Diez-Canseco, as determined in accordance with SEC rules. The dollar amounts do not necessarily reflect the actual amount of compensation earned or realized by him for the applicable year. The following table sets forth the adjustments included in the compensation actually paid calculation, per SEC rules, for Mr. Diez-Canseco: |
PEO
| (4) The dollar amounts shown represent average compensation actually paid to our non-PEO NEOs, as determined in accordance with SEC rules. The dollar amounts do not necessarily reflect the actual average amount of compensation earned or realized by them for the applicable year. The following table sets forth the adjustments included in the compensation actually paid calculation, per SEC rules, for our non-PEO NEOs: |
Pay Versus Performance Descriptive Disclosure
Pay Versus Performance Descriptive Disclosure The following graphs set forth the relationship between Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs to each of (i) the Company’s cumulative TSR and the cumulative TSR of the Nasdaq US Smart Food & Beverage Index, (ii) our net income and (iii) our company-selected measure, net revenue: (i) CAP vs. Company’s cumulative TSR and the cumulative TSR of the Nasdaq US Smart Food & Beverage Index (ii) CAP vs. Net Income in millions
Pay Versus Performance Descriptive Disclosure
| | 2026 Proxy Statement | 73 |
Pay Versus Performance Descriptive Disclosure
(iii) Cap vs. Net Revenue in millions
Other Arrangements with Directors and Executive Officers
Other 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.