VITAL FARMS, INC., DEF 14A filed on 4/28/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 29, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Vital Farms, Inc.
Entity Central Index Key 0001579733
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Dec. 25, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
In accordance with the rules adopted by the SEC pursuant to the Dodd-Frank Act, we have provided the following disclosures regarding “compensation actually paid” to our principal executive officer (“
PEO
”) and NEOs other than the PEO and certain financial measures of the Company for the fiscal years listed below. The Compensation Committee did not specifically consider the pay versus performance information presented in this section in making its pay decisions for any of the years shown. For further information concerning the Company’s variable
pay-for-performance
philosophy and how the Compensation Committee aligns executive compensation with the Company’s performance, refer to the section titled “Compensation Discussion and Analysis.”
 
               
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)
 
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     $ 1.25     $ 362.1  
(1)
During all years presented, Mr. Diez-Canseco, our President and Chief Executive Officer, was our 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:
 
       
FISCAL YEAR
  
2022
    
2023
    
2024
 
Summary Compensation Table Total
   $ 2,161,185      $ 3,155,173      $ 5,999,349  
  Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year    ($ 800,003    ($ 1,400,004    ($ 3,999,980
+   Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
   $ 1,169,121      $ 1,445,554      $ 10,675,031  
+   Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years    ($ 651,470    $ 4,997      $ 3,537,411  
+   Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year    $ 0      $ 0      $ 0  
+   Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year    ($ 713,859    ($ 641,655    $ 3,962,586  
  Fair Value as of Prior Fiscal
Year-End
of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
   $ 0      $ 0      $ 0  
Compensation Actually Paid
  
$
1,164,975
 
  
$
2,564,064
 
  
$
20,174,397
 
(3)
For our fiscal year 2024, our
non-PEO
NEOs were Mr. Wrede, Ms. Bal, Ms. Coon and Ms. McKeon. For our fiscal year 2023, our
non-PEO
NEOs were Mr. Wrede and Jason Dale (our former Chief Operating Officer). For our fiscal year 2022, our
non-PEO
NEOs were Bo Meissner (our former Chief Financial Officer) and Mr. Pappas.
 
(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:
 
       
FISCAL YEAR
  
2022
    
2023
    
2024
 
Summary Compensation Table Total
   $ 1,238,608      $ 1,506,020      $ 1,671,914  
  Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year    ($ 612,498    ($ 675,002    ($ 857,484
+   Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
   $ 740,161      $ 769,782      $ 2,288,427  
+   Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years    ($ 63,214    $ 1,636      $ 1,006,962  
+   Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year    $ 0      $ 0      $ 0  
+   Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year    ($ 111,499    ($ 88,681    $ 276,685  
  Fair Value as of Prior Fiscal
Year-End
of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
   $ 0      $ 0      $ 0  
Compensation Actually Paid
  
$
1,191,558
 
  
$
1,513,756
 
  
$
4,386,504
 
(5)
Represents the total shareholder return (“
TSR
”) of a $100 investment in our stock on December 26, 2021 (the first day of our fiscal year 2022), valued again as of the last day of each applicable fiscal year, assuming reinvestment of gross dividends.
 
(6)
The peer group used for this column is the Nasdaq US Smart Food & Beverage Index, which is the peer group presented in the Comparative Stock Performance Graph in Part II, Item 5 of our Annual Report. Represents the TSR of the Nasdaq US Smart Food & Beverage Index based on a $100 investment on December 26, 2021 (the first day of our fiscal year 2022), valued again as of the last day of each applicable fiscal year, assuming reinvestment of gross dividends.
   
Company Selected Measure Name NET REVENUE    
Peer Group Issuers, Footnote
(5)
Represents the total shareholder return (“
TSR
”) of a $100 investment in our stock on December 26, 2021 (the first day of our fiscal year 2022), valued again as of the last day of each applicable fiscal year, assuming reinvestment of gross dividends.
 
(6)
The peer group used for this column is the Nasdaq US Smart Food & Beverage Index, which is the peer group presented in the Comparative Stock Performance Graph in Part II, Item 5 of our Annual Report. Represents the TSR of the Nasdaq US Smart Food & Beverage Index based on a $100 investment on December 26, 2021 (the first day of our fiscal year 2022), valued again as of the last day of each applicable fiscal year, assuming reinvestment of gross dividends.
   
PEO Total Compensation Amount $ 5,999,349 $ 3,155,173 $ 2,161,185
PEO Actually Paid Compensation Amount $ 20,174,397 2,564,064 1,164,975
Adjustment To PEO Compensation, Footnote
(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:
 
       
FISCAL YEAR
  
2022
    
2023
    
2024
 
Summary Compensation Table Total
   $ 2,161,185      $ 3,155,173      $ 5,999,349  
  Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year    ($ 800,003    ($ 1,400,004    ($ 3,999,980
+   Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
   $ 1,169,121      $ 1,445,554      $ 10,675,031  
+   Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years    ($ 651,470    $ 4,997      $ 3,537,411  
+   Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year    $ 0      $ 0      $ 0  
+   Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year    ($ 713,859    ($ 641,655    $ 3,962,586  
  Fair Value as of Prior Fiscal
Year-End
of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
   $ 0      $ 0      $ 0  
Compensation Actually Paid
  
$
1,164,975
 
  
$
2,564,064
 
  
$
20,174,397
 
   
Non-PEO NEO Average Total Compensation Amount $ 1,671,914 1,506,020 1,238,608
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,386,504 1,513,756 1,191,558
Adjustment to Non-PEO NEO Compensation Footnote
(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:
 
       
FISCAL YEAR
  
2022
    
2023
    
2024
 
Summary Compensation Table Total
   $ 1,238,608      $ 1,506,020      $ 1,671,914  
  Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year    ($ 612,498    ($ 675,002    ($ 857,484
+   Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
   $ 740,161      $ 769,782      $ 2,288,427  
+   Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years    ($ 63,214    $ 1,636      $ 1,006,962  
+   Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year    $ 0      $ 0      $ 0  
+   Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year    ($ 111,499    ($ 88,681    $ 276,685  
  Fair Value as of Prior Fiscal
Year-End
of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
   $ 0      $ 0      $ 0  
Compensation Actually Paid
  
$
1,191,558
 
  
$
1,513,756
 
  
$
4,386,504
 
   
Compensation Actually Paid vs. Total Shareholder Return LOGO    
Compensation Actually Paid vs. Net Income LOGO    
Compensation Actually Paid vs. Company Selected Measure LOGO    
Tabular List, Table
Financial Performance Measures
As described in more detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a variable
pay-for-performance
philosophy in that a significant portion of our NEOs’ compensation is based on the achievement of certain financial performance measures. The metrics that the Company uses for our annual incentive and long-term equity awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The following sets forth the financial performance measures the Company considers most important in linking PEO and NEO Compensation Actually Paid during our fiscal year 2024 to Company performance. The measures in this list are not ranked:
 
-
Net Revenue
-
Adjusted EBITDA
-
Adjusted EBITDA Margin
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference
 
   
Total Shareholder Return Amount $ 215.74 90.64 89.43
Peer Group Total Shareholder Return Amount 94.47 98.46 107.76
Net Income (Loss) $ 53,390,000 $ 25,570,000 $ 1,250,000
Company Selected Measure Amount 606.3 471.9 362.1
PEO Name Mr. Diez-Canseco    
Measure:: 1      
Pay vs Performance Disclosure      
Name Net Revenue    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Measure:: 3      
Pay vs Performance Disclosure      
Name Adjusted EBITDA Margin    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (3,999,980) $ (1,400,004) $ (800,003)
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 10,675,031 1,445,554 1,169,121
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,537,411 4,997 (651,470)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,962,586 (641,655) (713,859)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (857,484) (675,002) (612,498)
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,288,427 769,782 740,161
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,006,962 1,636 (63,214)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 276,685 (88,681) (111,499)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
v3.25.1
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 29, 2024
Restatement Determination Date:: 2023-11-30  
Erroneously Awarded Compensation Recovery  
Restatement Determination Date Nov. 30, 2023
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 29, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure 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.
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 29, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true