Exhibit 10.1
Vital Farms, Inc.
Non-Employee Director Compensation Policy
Each member of the Board of Directors (the “Board”) of Vital Farms, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, a “Non- Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Company’s 2020 Equity Incentive Plan or any successor equity incentive plan (the “Plan”).
This Policy will be effective upon the execution of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced for the initial public offering (the initial public offering price being referred to as the “IPO Price,” and the date of such execution being referred to as the “IPO Date”). This Policy may be amended at any time in the sole discretion of the Board or the Nominating and Corporate Governance Committee of the Board (the “Committee”).
Effective as of the Company’s fiscal quarter commencing March 27, 2023, each Non-Employee Director will be entitled to receive the following annual cash retainers for service on the Board:
Annual Board Service Retainer:
Annual Committee Member Service Retainer:
Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):
The annual cash retainers above will be payable in equal quarterly installments in arrears on the last day of each fiscal quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). All annual cash retainers will be vested upon payment.
Each Non-Employee Director will be entitled to receive the equity compensation set forth below
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(as applicable). All such equity compensation will be granted under the Plan.
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granted an RSU Award for 7,500 shares of Common Stock (each, an “IPO Initial Grant”). Each IPO Initial Grant will vest in three equal installments on the day before each of the first, second and third Annual Meeting of the Company stockholders that occurs following the IPO Date, subject to the Non-Employee Director’s Continuous Service on each vesting date.
Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is entitled to receive under this Policy shall be subject to the limits set forth in Section 3(d) of the Plan.
A Non-Employee Director may decline all or any portion of his or her compensation under this Policy by giving notice to the Company prior to the date such cash is earned or such equity awards are to be granted, as the case may be. A Non-Employee Director may elect to defer receipt of payment of his or her cash compensation and/or settlement of any RSU Award granted pursuant to the Policy in accordance with a deferral election program administered by the Company in compliance with the provisions of Section 409A.
The Company will reimburse each Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
Adopted by the Board of Directors: July 22, 2020 Effective: July 30, 2020
Amended and Restated: August 15, 2022
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