Sector: Consumer Staples
VITAL FARMS INC · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class III Directors
VITL's 3-year price return of +0.2% outperforms the compensation peer group median by +20.5 percentage points, well below the 35-point threshold required to trigger an against vote for a low-positive TSR company; no overboarding, attendance, independence, or familial relationship flags apply to this executive director.
The TSR trigger does not fire — VITL outperforms its disclosed peer group median on a 3-year basis by +20.5 percentage points, far short of the 35-point underperformance threshold; Kennedy has relevant financial expertise as a CFO-background director, chairs the Audit Committee, and attendance was 100% in 2025.
Both Class III nominees clear all policy screens: the TSR trigger does not apply because Vital Farms' 3-year return of +0.2% beats the disclosed peer group median of -20.3% by +20.5 percentage points, well below the 35-point threshold for a low-positive TSR company. No overboarding, attendance below 75%, independence, or familial relationship issues were identified for either nominee.
CEO
Russell Diez-Canseco
Total Comp
$3,616,512
Prior Support
N/A
The CEO's total reported compensation of $3,616,512 for fiscal 2025 is a meaningful step-down from $5,999,349 in fiscal 2024 and is broadly consistent with benchmark expectations for a CEO at a ~$590M market-cap consumer defensive company; the pay mix is favorable, with salary of $749,808 representing approximately 21% of total pay and the remainder in performance-based equity (performance stock awards) and a cash bonus tied to net revenue and Adjusted EBITDA Margin targets, well above the 50-60% variable pay threshold. The pay-for-performance alignment check does not flag a concern because VITL's 3-year TSR of +0.2% outperforms the disclosed peer group median of -20.3% by over 20 percentage points, meaning above-benchmark incentive pay is justified by relative shareholder outcomes; the company also discloses a clawback (Incentive Compensation Recoupment) policy consistent with post-Dodd-Frank requirements.
Auditor
KPMG LLP
Tenure
7 yrs
Audit Fees
$2,294,354
Non-Audit Fees
$250,941
Non-audit fees of $250,941 represent approximately 10.9% of audit fees of $2,294,354, well below the 50% threshold that would raise independence concerns; KPMG has served since 2019 (roughly 7 years), far below the 25-year tenure trigger; no material restatements were disclosed; and KPMG is a Big 4 firm appropriate for a company of Vital Farms' size and complexity.
The 2026 Vital Farms annual meeting presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which pass all applicable policy screens and receive a FOR vote determination. No stockholder proposals were included in the filing, and no material governance, compensation, or auditor independence concerns were identified.
14 companies disclosed in 2026 proxy filing
