DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.

)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Vital Farms, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

MESSAGE FROM THE EXECUTIVE CHAIRPERSON OF THE BOARD OF DIRECTORS

Dear Fellow Stockholders,

Every year, our annual meeting of stockholders is an opportunity to acknowledge the progress we’ve made delivering for stakeholders and to hold ourselves accountable to our purpose – improving the lives of people, animals and the planet through food.

Vital Farms has always taken the long view in the way we run our company. Our commitment to Conscious Capitalism has consistently pushed us to think beyond short-term constraints and opportunities toward long-term value creation.

This long-range view is a big reason Vital Farms continues to win, and why 2024 was such a resounding success. Our leadership team, led by President and Chief Executive Officer Russell Diez-Canseco, continues to scale our positive impact across the people, animals and places we partner with to bring ethical food to the table. We are on track to reach our next big growth milestone – $1 billion in net revenue by 2027 – and I’m energized by the team’s ability to think even further ahead to what’s next.

Beyond Vital Farms’ consistently strong financial performance, our positive impact is showing up in meaningful ways for the farmers and the hens that produce our eggs. Highly Pathogenic Avian Influenza (HPAI) has led to the deaths of over 150 million laying hens nationwide since the most recent outbreak began in 2022. However, our farms have been remarkably resilient against HPAI.

Compared to the estimated 10-15% of laying hens lost across our industry – the vast majority in large factory farms – we have seen less than one-half of one percent of our hens lost due to bird flu as of March 2025. That makes for a more resilient business, it aligns with our commitment to animal welfare, it’s good for our family farmers and it’s another proof point that our focus on taking care of all of our stakeholders pays off in the long run.

As we look ahead to our 2025 annual meeting of stockholders, I want to highlight three achievements from 2024 that reinforce our Board’s confidence in our continued growth and commitment to purpose:

•

Community Impact: We’ve continued to invest in strengthening the communities where we operate – from our hometown of Austin, Texas, to the Springfield, Missouri area where more than half of our

crew members live, to our farmers’ communities. In 2024, we provided more than $600,000 in philanthropy and grants to serve the needs of these communities, many of which were identified by our own farmers and our in-house crew members who support these farmers. The organizations we’ve supported address real needs in the communities where our farmers operate, like the Viola School District in northeast Arkansas, where we are supporting new communications equipment for school district teachers and administrators to improve student safety on campus, and the Nashville, Arkansas Volunteer Fire Department, where we are helping augment fundraising efforts for new equipment to more effectively run the department and protect the community. We are also proud to continue supporting our long-term partner Ozarks Food Harvest. In 2024 we supplied this important organization with more than 600,000 pounds of food (including 4,861,800 eggs). Through these efforts, we continue to forge deep relationships with our local communities and non-profit partners who join us in our mission to improve the lives of people, animals and the planet.

•

Sustainable Operations: Egg Central Station (ECS), our world-class egg washing and packing facility in Springfield, Missouri, continues to raise the standard for sustainable food production. In 2024, the U.S. Green Building Council officially awarded ECS with LEED Gold Certification in recognition of the facility’s sustainable design, waste reduction efforts, responsible construction and environmental stewardship. ECS also continues to maintain its critical zero-waste-to-landfill designation.

•

Scaling Regenerative Practices: From the start, our farmers have used regenerative agricultural principles to improve the lives of the hens, steward their land and improve long-term production. Regenerative practices like pasture rotation and use of cover crops help make our farms more resilient, adapt to climate change and reduce risk in our supply chain. Currently, nearly 50% of our farm network goes above and beyond our pasture-raised requirements to create an even more diverse ecosystem on their farms with additional regenerative agriculture practices, including multi-species grazing, optimized tree cover, diverse vegetation and renewable energy.

I continue to be inspired by Vital Farms’ commitment to long-term, positive outcomes for all of our stakeholders. The consistency with which we’ve managed to achieve this since our start on my small farm in Austin 18 years ago has positioned us to continue scaling this important work well into the future.

Thank you for being a part of Vital Farms.

Sincerely,

LOGO

Matthew O’Hayer

Founder and Executive Chairperson

April 28, 2025

MESSAGE FROM THE PRESIDENT AND

CHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders,

We’re pleased to share our annual proxy statement and extend an invitation to the 2025 Annual Meeting of Stockholders of Vital Farms, Inc. (“Annual Meeting”), which will be held on Wednesday, June 11, 2025, at 9:00 a.m. Central time. To provide an easily accessible experience for our stockholders, we will continue to utilize a virtual format for this Annual Meeting, which will be conducted solely online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.

You will be able to attend the Annual Meeting, submit questions in advance of the meeting and vote your shares during the meeting by visiting www.proxydocs.com/VITL. To participate in the Annual Meeting, you will need to register to attend the meeting by 5:00 p.m. Central time on June 10, 2025, using the control number located on the Notice of Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders, your proxy card or your voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2025 Annual Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our 2024 Annual Report on Form 10-K. The notice contains instructions on how to access those documents over the internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report on Form 10-K and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the internet increases the ability of our stockholders to obtain the information they need while reducing the environmental impact and cost of our Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone, or, if you receive a paper proxy card by mail, by completing

and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.

Vital Farms had another remarkable year in 2024. We served more households, partnered with more farmers and cared for more animals than at any point in our history. We worked to drive long-term sustainable value for – and importantly – with all of our stakeholders, and we’re on track to hit our next big growth target of $1 billion in net revenue by 2027.

2024 was a year of important milestones. First, we exceeded $600 million in net revenue, well ahead of our initial expectations for the year. Second, we added more than 125 new family farms, the largest single year expansion of our farm network in company history. We now have over 425 family farms in our network, and when these new farms are operating later this year, they will expand our egg sourcing capacity by more than 40%. Third, we announced the site of our second world-class egg washing and packing facility in Seymour, Indiana. Our current facility in Springfield, Missouri continues to gain recognition as one of the best in the industry, and we look forward to bringing our next Egg Central Station facility in Seymour online in 2027.

While it is tempting to look at any year’s results in isolation, it’s just as important to remember how we got here: playing the long game, balancing the needs of and returns from our business across the full stakeholder community and staying true to our purpose. This year was yet another one in which our focus on long-term value creation and our unwillingness to cut corners enabled us to navigate significant potential disruptions.

When our Executive Chairperson Matt O’Hayer founded this company 18 years ago, he laid the foundation for the resilient company that we are today. We aren’t just weathering emerging threats like avian influenza and inflation, we are thriving. We are getting sharper with our brand, holding ourselves accountable to being transparent and “Bullsh*t Free” with consumers, evolving the way we recruit and support our farmers, deepening our commitments to our crew, more impactfully serving the communities where we operate and continuing to humanely care for our hens and cows. Our ability to do this year over year, in the face of potential threats to our business, continues to prove our resilience.

2024 Highlights:

•

Financial Results: Our strong results in 2024 have kept us on track to hit the key financial targets outlined at our 2023 Analyst Day, including our goal to grow to $1 billion in net revenue, 35% gross margin and 12-14% Adjusted EBITDA Margin by 2027.⁽¹⁾ Our annual net revenue rose 28.5% in fiscal 2024 to $606.3 million. Gross profit for the year rose to $229.9 million, or 37.9% of net revenue, compared to $162.3 million, or 34.4% of net revenue, last year. Our Adjusted EBITDA grew 79.2% in 2024 to $86.7 million, or 14.3% of net revenue. Our Adjusted EBITDA Margin rose 405 basis points compared to last fiscal year.

•

Supply Chain: We continued to invest in our resilient, growing supply chain. We added 125 family farms to our network, and we now work with more than 425 family farms across nine states. We announced the location for our next world-class egg washing and packing facility in Seymour, Indiana. Combined with our existing, award-winning facility in Springfield, Missouri, we believe our Seymour facility will create the capacity to support production beyond $1 billion in net revenue when it comes online.

•

Trusted Brand: We had another excellent year connecting with our consumers and further building the Vital Farms brand. Our brand awareness is up, our household penetration increased significantly, and our buy rate rose double digits. We maintained strong retention and loyalty rates among consumers during a period of supply disruption and increasing competition in the market. In 2024, aided brand awareness increased to 26%, up from 23% at the end of 2023 and 9 percentage points higher than 2020. We’re converting this increased awareness into more households who

buy Vital Farms. In 2024, we grew our household

penetration to just over 14 million homes, up 2.3 million households, a 20% increase year-over-year. This brings our household penetration to 10.7% – a 1.9 percentage point increase from 2023.

•

Crew Investment: We continue building new programs to develop our talented crew. In 2024, we conducted our first crew member survey using the Great Places to Work platform and achieved certification from this organization, with 86% of responding crew members recognizing our workplace as a ‘great place to work.’ We expanded our investment in crew member development by launching a ‘Core Competencies’ framework, a quarterly goal-setting process and immersive learning programs focused on emerging leaders, change agility and problem solving. Developing people leadership skills continues to be a priority – our people leader training program drove a 16% increase in manager effectiveness. These initiatives demonstrate our commitment to fostering a workplace where our crew can grow and succeed.

•

Impact: We published our latest Impact Report in April 2025, which highlights how we’ve continued to work with all of our stakeholders to create positive, sustainable outcomes over the past year. This year’s Impact Report recognizes the progress we’ve made towards our identified Impact Goals, including mitigating climate risk, engaging farmers on regenerative agriculture practices and driving a culture of ethics and compliance throughout the organization. Our Impact Report can be found at www.vitalfarms.com/impact.

On behalf of Vital Farms crew members, thank you for your continued support. I look forward to your attendance at our Annual Meeting.

Sincerely,

LOGO

Russell Diez-Canseco

President and Chief Executive Officer

April 28, 2025

⁽¹⁾	Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures and are reconciled to their closest comparable GAAP measures in Annex B. Non-GAAP financial measures are not an alternative for Vital Farms’ reported results prepared in accordance with GAAP.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

LOGO

VITAL FARMS, INC.

3601 South Congress Ave.

Suite C100

Austin, Texas 78704

Date:

Wednesday, June 11, 2025

Time:

9:00 a.m., Central time

Place:

The Annual Meeting can be accessed by visiting www.proxydocs.com/VITL. You must register to attend the meeting online at www.proxydocs.com/VITL by no later than 5:00 p.m., Central time, on June 10, 2025, using your control number included in the Notice of Internet Availability of Proxy Materials you received in the mail. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including the ability to submit questions in advance and to vote.

Record Date:

The record date for the Annual Meeting is April 17, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. A complete list of record stockholders will be available for examination during normal business hours by any stockholder for any purpose germane to the Annual Meeting for the ten days ending on the day before the Annual Meeting at our offices. Please email investors@vitalfarms.com to arrange for in-person examination. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Items of Business:

The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice:

(1)	To elect the three nominees named in the attached proxy statement as directors to serve on the Board of Directors for a three-year term.

(2)	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025.

(3)	To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

(4)	To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

(5)	To approve an amendment to our Amended and Restated Certificate of Incorporation to reflect Delaware law provisions allowing for officer exculpation.

(6)	To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

Your vote is important. Whether or not you expect to attend the virtual Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. Even if you have voted by proxy, if you register to attend the Annual Meeting, you may still vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

Sincerely,

LOGO

Joanne Bal

Corporate Secretary

Austin, Texas

April 28, 2025

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) about us and our industry that involve substantial risks and uncertainties, including but not limited to statements regarding our growth potential and plans, our long-term financial targets, our impact goals and our expectations regarding our future operating and business environment. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations or financial condition, business strategies, goals, initiatives, commitments and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement.

The risks and uncertainties referred to above include but are not limited to those risks described in our filings with the Securities and Exchange Commission, including in the sections entitled “Risk Factors” in our latest annual report on Form 10-K and our quarterly reports on Form 10-Q and in our other filings and reports that we may file from time to time with the Securities and Exchange Commission, which can be found at investors.vitalfarms.com. References to our website throughout this proxy statement are provided for convenience only, and the content on our website does not constitute a part of this proxy statement.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual performance and results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent management’s assumptions, expectations and beliefs only as of the date of this proxy statement. We disclaim any obligation to update forward-looking statements except as required by law.


				2025 Proxy Statement

TABLE OF CONTENTS



PAGE

1	QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
9	PROPOSAL 1—ELECTION OF DIRECTORS

10		General

12		Vote Required

12		Our Recommendation

12		Information About Our Continuing Directors

15		Director Skills and Qualifications

16	INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

17		Board Independence

17		Leadership Structure

18		Risk Oversight

18		Board Refreshment and Tenure Limits

19		Annual Board and Committee Self-Assessments

19		Board Size and Composition

20		Board Meetings and Attendance

20		Board Committees

24		Code of Business Conduct and Ethics

24		Insider Trading Policy

24		Corporate Governance Guidelines

25		Certified B Corporation

25		Delaware Public Benefit Corporation

25		Stockholder Communications with Our Board

26	OUR COMMITMENT TO IMPACT

31	PROPOSAL 2—RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

32		Vote Required

32		Our Recommendation

32		Independent Registered Public Accounting Firm Fees

33		Pre-Approval Policies and Procedures

33		Audit Committee Report

34	EXECUTIVE OFFICERS

38	PROPOSAL 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

39		Vote Required

39		Our Recommendation

40	COMPENSATION DISCUSSION AND ANALYSIS

41		Executive Summary

42		Compensation Philosophy, Objectives, and Design

43		Compensation Governance and Responsibilities

46		Components / Elements of Compensation Program

52		Other Compensation Governance Matters

53		Compensation Committee Report


		2025 Proxy Statement



PAGE

54	EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

55		Executive Officer Compensation

63

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SEC Form DEF 14A filed by Vital Farms Inc.