Gisel Ruiz
Vital FarmsAbout Gisel Ruiz
Gisel Ruiz (age 54) is an independent director of Vital Farms, serving since 2020. She is the Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Ruiz previously served as EVP and COO of Sam’s West, Inc. (Sam’s Club) and held multiple executive and leadership roles at Walmart from 1992–2017; she holds a B.S. in Marketing and is a graduate of Santa Clara University's Retail Management Institute, where she also serves on the board of advisors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sam’s West, Inc. (Sam’s Club) | Executive Vice President & Chief Operating Officer | Feb 2017–Jun 2019 | Operational leadership at national membership retail chain |
| Walmart, Inc. | Multiple leadership positions (incl. executive roles) | 1992–Feb 2017; executive roles 2010–Feb 2017 | U.S. and International segments experience |
| Walmart de Mexico S.A.B. de CV | Director | Oct 2016–May 2019 | Board service at multinational retail chain |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Director | Sep 2020–Present |
| Univision Communications Inc. | Director | Nov 2020–Present |
| Ulta Beauty, Inc. | Director | Mar 2022–Present |
| Executive Network Partnering Corporation (ENPC) | Director | Sep 2020–Oct 2022 |
| Santa Clara University Retail Management Institute | Board of Advisors | Current |
Board Governance
- Independence: The Board determined all non-employee directors, including Ruiz, are independent under Nasdaq standards; all standing committees are fully independent .
- Committee roles: Ruiz chairs the Compensation Committee and serves on Nominating & Corporate Governance; Compensation met 5 times in FY2024; Nominating met 4 times .
- Attendance and engagement: The Board held 5 meetings in FY2024; total board and standing committee attendance was 98%, and each director attended at least 75% of applicable meetings. Independent directors held 5 executive sessions in FY2024 .
- Governance scope: Nominating & Corporate Governance oversees director compensation, independence, stock ownership guidelines and the pledging policy, as well as ESG oversight tied to Vital Farms’ public benefit corporation status .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation Committee | Chair (Ruiz) | 5 |
| Nominating & Corporate Governance Committee | Member (Ruiz) | 4 |
| Board of Directors | Director | 5 |
Fixed Compensation
- Policy structure (cash): As of Sept 30, 2024, annual non-employee director cash retainer increased to $60,000; prior policy set $50,000 base and additional retainers for roles: Lead Independent Director $20,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000 .
- FY2024 actuals (Ruiz): Fees earned/paid in cash $72,500; stock awards grant-date fair value $90,032; total $162,532 .
| Metric | FY2024 |
|---|---|
| Annual cash retainer policy (effective Sept 30, 2024) | $60,000 |
| Additional retainer – Compensation Committee Chair | $15,000 (policy) |
| Additional retainer – Nominating & Corporate Governance member | $5,000 (policy) |
| Fees earned or paid in cash (Ruiz) | $72,500 |
| Stock awards grant-date fair value (Ruiz) | $90,032 |
| Total compensation (Ruiz) | $162,532 |
Performance Compensation
- Director equity structure: Annual RSU award equal to $110,000 (post Sept 2024; previously $90,000) vests time-based on the earlier of one year or the day before the next annual meeting; initial RSU valued at $120,000 vests over three years. Directors may elect to convert cash retainer into fully vested RSUs (“retainer grant”) .
- Options: Ruiz had 17,136 option awards outstanding as of Dec 29, 2024; this reflects legacy grants as the current policy emphasizes RSUs and does not disclose performance metrics for director pay .
| Performance Metric/Instrument | FY2024 Details |
|---|---|
| Annual RSU – policy value | $110,000; time-based vesting to next AGM or one year |
| Initial RSU – policy value | $120,000; vests in three equal annual installments |
| Cash-to-RSU election (retainer grant) | Fully vested RSUs; shares = cash amount / closing price on pay date |
| Option awards outstanding (Ruiz) | 17,136 options |
| Performance-linked metrics (directors) | Not disclosed; director equity awards are time-based RSUs |
Other Directorships & Interlocks
- Current boards: Cracker Barrel, Univision, Ulta Beauty; prior ENPC. No related-party transactions disclosed involving Ruiz; the proxy discloses a related-party consulting arrangement with Sandpebble (CEO’s father) unrelated to Ruiz .
| Company | Relationship to VITL | Interlock/Conflict Disclosed |
|---|---|---|
| Cracker Barrel Old Country Store, Inc. | External public company | None disclosed |
| Univision Communications Inc. | External media company | None disclosed |
| Ulta Beauty, Inc. | External retailer | None disclosed |
| Executive Network Partnering Corporation | Prior SPAC board | None disclosed |
| Sandpebble Builders Preconstruction (company transaction) | CEO’s father’s company; paid ~$1,022,000 in FY2024 | Approved under related-party policy; not linked to Ruiz |
Expertise & Qualifications
- Deep retail operations expertise from Sam’s Club and Walmart (U.S. and International) .
- Corporate governance and board service across consumer, retail, and media sectors .
- Academic advisory experience at Santa Clara University’s Retail Management Institute .
Equity Ownership
- Beneficial ownership: 54,111 shares; less than 1% of outstanding shares (44,497,590 shares outstanding as of April 14, 2025) .
- Stock ownership guidelines: Non-employee directors must hold shares valued at least 3x annual cash retainer; five-year deadline; as of the Record Date, all officers and directors are in compliance .
- Hedging/Pledging: Hedging prohibited; pledging allowed only with prior Board approval and capped loan-to-value; disclosure identifies 1,900,000 shares pledged by Executive Chair; no other pledges identified in the proxy .
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned (Ruiz) | 54,111 |
| Percent of shares outstanding | <1% |
| Shares outstanding (reference date) | 44,497,590 (Apr 14, 2025) |
| Compliance with Stock Ownership Guidelines | In compliance (directors and officers) |
| Hedging policy | Prohibited for employees/directors |
| Pledging policy | Allowed only with approval; max loan ≤25% of stock value |
Governance Assessment
- Board effectiveness: Ruiz chairs a fully independent Compensation Committee that met 5 times in FY2024 and also serves on Nominating & Corporate Governance; overall board/committee attendance was robust at 98% with quarterly executive sessions, supporting effective oversight .
- Independence and conflicts: The Board deems Ruiz independent; no related-party transactions associated with Ruiz are disclosed. Related-party exposure exists at the company level via Sandpebble (CEO’s father), which is overseen under formal approval policies—a governance consideration but not tied to Ruiz .
- Pay alignment: Director compensation mix combines fixed retainers with time-based RSUs and optional cash-to-RSU conversion, plus clear stock ownership guidelines (3x retainer) with confirmed compliance—positive alignment signal. Ruiz’s 2024 director compensation totaled $162,532, with $90,032 equity grant-date fair value and $72,500 cash, and 17,136 options outstanding as of year-end .
- ESG and PBC oversight: Ruiz’s Nominating & Corporate Governance role includes oversight of ESG matters and corporate social responsibility consistent with Vital Farms’ public benefit corporation status, supporting governance credibility with sustainability-focused investors .
- RED FLAGS: None specifically tied to Ruiz in the proxy. Company-level pledging was limited to the Executive Chair with formal approvals; hedging prohibited; say-on-pay proposal scheduled but voting outcomes are not in this document .