Denny Marie Post

About Denny Marie Post

Denny Marie Post, age 67, has served as an independent director of Vital Farms since December 2019 and is the Board’s Lead Independent Director since August 2020 . She brings CEO and senior operating experience in consumer, food and hospitality sectors (ex-CEO of Red Robin; senior roles at Starbucks, Burger King, KFC) with a finance certificate from Wharton and a B.A. from Trinity University . Her current Vital Farms term is Class II, expiring in 2025 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than the CEO and Executive Chair are independent under Nasdaq; all committee members are independent. Post is independent and serves on an all-independent Nominating and Corporate Governance Committee .
• Lead Independent Director: Post has served as Lead Independent Director since Aug 2020; duties include presiding over executive sessions, liaising with CEO/chair, and shaping agendas .
• Committee assignments (FY2024): Member, Nominating & Corporate Governance Committee (Chair: Kofi Amoo-Gottfried); not listed on Audit or Compensation .
• Attendance: Board met 5 times in FY2024; committees met Audit 6, Compensation 5, Nominating & Corporate Governance 4. Each incumbent director attended at least 75% of their meetings; overall Board/committee attendance was 98% in 2024 .
• Tenure policy: Non-employee director tenure capped at 12 years (adopted Nov 2024), with limited exceptions by Board determination .

Fixed Compensation

• Policy (as of Sep 30, 2024): Annual cash retainer increased to $60,000; Lead Independent Director additional retainer $20,000; Nominating & Corporate Governance Committee member retainer $5,000; chair retainers specified by committee; members can elect to convert cash retainers into fully vested RSUs (“retainer grant”) .
• FY2024 actual: Post received $77,500 in cash fees and $90,032 in stock awards, for total director compensation of $167,532 .

Performance Compensation

• Structure: Non-employee director equity is time-based RSUs, not performance-linked PSUs; annual RSU award was aligned to $90,000 under prior policy and increased to $110,000 under the Amended and Restated policy effective Sep 30, 2024. Annual RSUs vest on the earlier of one year from grant or the day before the next annual meeting; initial RSU grants vest in three equal annual installments .

No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity; RSUs are time-vested .

Other Directorships & Interlocks

• No related-party transactions disclosed involving Post in FY2024; the only disclosed related-party transaction involved a vendor owned by the CEO’s father (Sandpebble), not a director interlock with Post .

Expertise & Qualifications

• CEO/senior operator in consumer, food and hospitality (Red Robin CEO/President; senior roles at Starbucks, Burger King, KFC) .
• Finance acumen via Wharton finance certificate; brand/marketing leadership experience; broad boardroom experience including at Travel & Leisure Co. .

Equity Ownership

• Beneficial ownership (as of April 14, 2025): 44,616 shares; less than 1% of outstanding .
• Components: Includes 26,141 options exercisable within 60 days and 2,136 RSUs settling within 60 days .
• Ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer; compliance required within 5 years. As of the Record Date, all directors and officers (including Post) were in compliance .
• Hedging/pledging: Hedging prohibited; pledging only permitted with prior Board approval per Pledging Policy overseen by the Nominating & Corporate Governance Committee .

Governance Assessment

• Strengths: Independent director; Lead Independent Director since 2020 with explicit responsibilities enhancing Board effectiveness; member of Nominating & Corporate Governance overseeing ethics, ESG and public benefit commitments; strong attendance culture (98% overall in 2024; each director ≥75%); robust stock ownership guidelines and clawback policy at company level .
• Compensation alignment: Director pay structured with modest cash retainer plus time-based equity to align with shareholders without encouraging risk-taking; RSU vesting aligned to annual cycle; ability to convert cash to equity increases alignment .
• Potential conflicts/risk indicators:
  • Interlocks: Post serves on boards in foodservice-adjacent sectors (True Food Kitchen, Libbey); no related-party transactions disclosed involving her; ongoing oversight via Audit Committee review of related-party transactions mitigates risk .
  • Pledging oversight: The company permits limited pledging with Board pre-approval; while a significant pledge by the Executive Chair was disclosed, governance oversight resides in the committee where Post serves, supporting monitoring rather than indicating a Post-specific issue .
• Signals for investor confidence: Lead Independent Director role, independent committees, tenure limits for board refreshment, executive sessions, and public benefit governance framework suggest strong governance posture .

RED FLAGS: None disclosed specific to Post in FY2024 regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies .

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Appendix: Director Compensation Policy Details (for reference)

• Cash retainers and committee fees structure; increases effective Sep 30, 2024 .
• Annual and initial RSU sizing and vesting; retainer-to-RSU conversion mechanics .