Billy Cyr
Vital FarmsAbout Billy Cyr
William B. (“Billy”) Cyr, 62, was appointed as an independent director of Vital Farms effective July 1, 2025, and currently serves on the Audit Committee. He is CEO and a director of Freshpet, Inc. (since 2016), and previously served as CEO of Sunny Delight Beverages and spent 19 years at Procter & Gamble. Cyr holds an A.B. in History and East Asian Studies from Princeton University. The Board determined he is independent under Nasdaq rules, and no related-party transactions were disclosed in his appointment 8‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunny Delight Beverages Co. | President & CEO | 2004–2016 | Led branded beverage portfolio; CPG operating leadership |
| Procter & Gamble | Various roles; ultimately VP & GM, North American Juice and Global Nutritional Beverages | ~19 years (prior to 2004) | General management, category leadership in beverages |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Freshpet, Inc. (NASDAQ: FRPT) | Chief Executive Officer; Director | 2016–present | Public company CPG, category disruptor in fresh pet food |
| Consumer Brands Association | Board & Executive Committee Member | 2002–present | Trade association leadership |
Board Governance
- Independence and appointment: The Board expanded from eight to nine directors and appointed Cyr as a Class I director (term ending 2027 Annual Meeting). The Board determined he is independent under Nasdaq rules and applicable regulations; no family relationships or Item 404(a) transactions were disclosed .
- Committee assignment: Audit Committee member, replacing Karl Khoury; Khoury moved to Nominating & Governance; Denny Post remains Lead Independent Director .
- Attendance culture: In 2024, Vital Farms’ directors had 98% overall attendance; independent directors met in five executive sessions. Cyr joined in mid‑2025, so 2024 attendance stats predate his service .
- Board refreshment: A 12‑year tenure limit policy for non‑employee directors was adopted in Nov 2024, supporting refreshment. Exceptions for continuity require Board determination .
- Risk oversight: Audit oversees financial, compliance, IT/cyber risks; Compensation oversees compensation risk and human capital; Nominating & Governance oversees ESG and stock ownership guideline compliance .
- Ownership and trading policies: Stock Ownership Guidelines require non‑employee directors to own ≥3× annual cash retainer within five years; the company prohibits hedging and restricts pledging (Board‑approved, capped). As of the 2025 proxy record date, officers and directors were in compliance with guidelines; pledging policy is tightly overseen .
Fixed Compensation
| Component | Detail | Amount/Frequency | Notes |
|---|---|---|---|
| Board retainer (cash) | Non‑employee director annual retainer | $60,000 per year | Payable quarterly; prorated for partial quarters |
| Committee retainer (cash) | Audit Committee member | $10,000 per year | Chair receives $20,000 instead of member fee |
| Lead Independent premium | Additional retainer | $20,000 per year | Not applicable to Cyr |
| Special committee meeting fees | Per qualifying special committee meeting | $500 per meeting (cap $15,000/year) | Effective fiscal qtr commencing June 30, 2025 |
| Expense reimbursement | Reasonable out‑of‑pocket travel | As incurred | Company policy |
| Indemnification | Standard indemnification agreement | Standard form | Executed upon appointment |
Cash compensation effective baseline updated Sept 30, 2024; special committee fee added effective June 30, 2025 .
Performance Compensation
| Equity Element | Grant Value/Formula | Vesting | Performance Linkage | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial RSU grant upon joining Board | Number of RSUs = $120,000 ÷ closing price on grant date | 3 equal annual installments on 1st/2nd/3rd anniversary | None (time‑based) | Outstanding director equity vests in full immediately prior to a Change in Control (single‑trigger) |
| Annual RSU grant (at each annual meeting while serving) | Number of RSUs = $110,000 ÷ closing price on grant date | Vests on earlier of 1 year or day before next annual meeting | None (time‑based) | Same as above |
- Deferrals: Directors may decline or defer cash and/or RSU settlement under a 409A‑compliant program .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Review |
|---|---|---|
| Freshpet, Inc. | CEO and Director | Board determined Cyr is independent; 8‑K states no arrangements or transactions disclosable under Item 404(a). Freshpet operates in pet food, not a disclosed Vital Farms counterparty; no interlocks disclosed . |
| Consumer Brands Association | Board & Executive Committee Member | Trade association role; no related‑party transactions disclosed . |
Expertise & Qualifications
- Deep CPG leadership across beverages and fresh pet food; brand building, retail partnerships, and scaling operations experience highlighted by Vital Farms in announcing his appointment .
- Prior P&G general management in beverage categories and multi‑year public company CEO experience at Freshpet .
Equity Ownership
| Date/Source | Form/Disclosure | Reported Beneficial Ownership | Notes |
|---|---|---|---|
| July 3, 2025 | SEC Form 3 (initial filing) | No securities beneficially owned | Typical for new directors where initial RSUs are unvested; Form 3 states “No securities beneficially owned.” |
| Policy baseline | Stock Ownership Guidelines | ≥3× annual director cash retainer within 5 years | Options and unvested performance shares excluded; overseen by Nominating & Governance Committee |
- Hedging/Pledging: Hedging prohibited; pledging only with prior Board approval and strict cap (≤25% of stock value) .
Insider Filings
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | July 3, 2025 | Filed upon joining Board; reported no beneficial ownership; Power of Attorney included |
Governance Assessment
Strengths
- Independent appointment to Audit Committee enhances financial oversight bench; no related‑party ties disclosed in appointment 8‑K .
- Director compensation aligns with shareholders via equity retainer (RSUs) and stock ownership guidelines with a 5‑year compliance window .
- Board refreshment and tenure policy (12‑year limit) supports ongoing renewal; strong meeting attendance culture (98% in 2024) and regular executive sessions signal active oversight .
Watch items and potential red flags (contextual to Vital Farms governance, not specific to Cyr)
- Pledging exposure: As of the 2025 proxy, 1,900,000 shares owned by Executive Chair Matthew O’Hayer are pledged as loan collateral under a Board‑approved policy—an investor alignment risk that the Board monitors via strict limits and approvals .
- Related‑party transaction oversight: Vital Farms disclosed ~$1.022 million paid in FY2024 to Sandpebble (owned by the CEO’s father) for project management on facilities; awarded via competitive bidding and subject to related‑party review—underscores need for robust Audit Committee vigilance, where Cyr now serves .
Overall implication
- Cyr’s CPG operating expertise and independence bolster Audit oversight and strategic brand scaling perspective as Vital Farms grows. Continued transparency on director equity ownership progress and vigilant monitoring of pledging/related‑party exposures will be important to sustain investor confidence .