| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Chief Operating Officer
On April 3, 2024, Vital Farms, Inc. (the “Company”) entered into a transition agreement (the “COO Transition Agreement”) with Jason Dale, the Company’s Chief Operating Officer and principal operating officer, pursuant to which Mr. Dale will transition into a non-employee advisory role with the Company. The Company is engaged in a search for a Chief Supply Chain Officer (or similarly titled position) to assume certain of Mr. Dale’s responsibilities.
“Jason has been an integral part of the Vital Farms story,” said Russell Diez-Canseco, the Company’s President and Chief Executive Officer. “In nearly a decade with the company, including service as CFO and COO, Jason has had a lasting impact on each of our stakeholder groups. This impact is evidenced by our network of family farms and our Egg Central Station processing facility, each of which Jason has been instrumental in helping to develop and expand. We wish Jason the best and look forward to working with him to ensure a successful transition.”
Pursuant to the COO Transition Agreement, Mr. Dale will serve as Chief Operating Officer and principal operating officer until the earlier to occur of: (i) the start date of the Company’s Chief Supply Chain Officer (or similarly titled position) or (ii) August 31, 2024 (the “Separation Date”). On August 31, 2024, Mr. Dale will transition to a non-employee advisory role through December 31, 2024 (the “Advisory Period”) to ensure a smooth leadership transition. Prior to the Separation Date, Mr. Dale will continue to receive his current base salary and medical benefits; provided, that Mr. Dale performs such job duties for the Company and assists in such transition-related duties as the Company may deem necessary and appropriate. During the Advisory Period, Mr. Dale will receive a monthly retainer of $10,000 and will continue to vest in any equity awards. Upon completion of the Advisory Period, in exchange for a general release of claims in favor of the Company, Mr. Dale will receive severance benefits pursuant to his Second Amended and Restated Employment Agreement, dated as of April 1, 2022, in the form of: (i) 18 months of his annual base salary over the 18-month period following the Departure Date and (ii) reimbursement of COBRA premiums for a period of up to 12 months.
The foregoing description of the terms of the COO Transition Agreement is not complete and is qualified in its entirety by reference to the full text of the COO Transition Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.
Principal Accounting Officer
On April 4, 2024, the Company accepted the resignation of Jeffery Dawson, the Company’s Chief Accounting Officer and principal accounting officer, and entered into a transition agreement, pursuant to which Mr. Dawson will transition his responsibilities and cease serving as the Company’s Chief Accounting Officer and principal accounting officer effective April 19, 2024 (the “Departure Date”).
“Jeff joined Vital Farms shortly after our initial public offering and has helped to stand up a public company accounting function that is well positioned to support our continued growth,” said Thilo Wrede, the Company’s Chief Financial Officer. “We wish Jeff well and thank him for all his contributions to Vital Farms.”
Mr. Wrede will serve as the Company’s principal accounting officer following Mr. Dawson’s Departure Date. The Company has retained a temporary corporate controller and is engaged in a search for a new permanent corporate controller to assume certain of Mr. Dawson’s responsibilities.
