Glenda Flanagan
Vital FarmsAbout Glenda Flanagan
Independent director at Vital Farms (VITL) since July 2020; age 71. Former long‑tenured EVP & CFO of Whole Foods Market (1988–May 2017), later EVP & Senior Advisor (May 2017–Feb 2022). Currently EVP & CFO and a director of Healthy America, LLC (since Mar 2022). Serves on the board of Credit Acceptance Corporation and the Whole Foods Market Foundation; B.B.A. in Accounting from the University of Texas at Austin. The Board has determined she is independent and an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Whole Foods Market, Inc. | Executive Vice President & Chief Financial Officer | 1988 – May 2017 | Led finance for a leading consumer/health brand |
| Whole Foods Market, Inc. | Executive Vice President & Senior Advisor | May 2017 – Feb 2022 | Senior advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Healthy America, LLC | Executive Vice President, Chief Financial Officer; Director | Mar 2022 – Present | Operating executive and board member |
| Credit Acceptance Corporation (public) | Director | Current | Public company directorship |
| Whole Foods Market Foundation | Director | Current | Non‑profit board |
Board Governance
- Committee assignments: Audit Committee member (Chair: Kelly J. Kennedy; members: Kennedy, Flanagan, Khoury). The Board designates Flanagan as an Audit Committee Financial Expert. Each committee member is independent. Audit Committee met 6 times in FY2024.
- Independence status: The Board determined all directors other than the CEO (Diez‑Canseco) and Executive Chair (O’Hayer) are independent; all standing committees comprise independent directors.
- Attendance and engagement: Board held 5 meetings in FY2024; overall Board and committee attendance was 98%, and each incumbent director attended at least 75% of meetings of the Board and committees on which they served. Independent directors held five executive sessions in 2024.
- Leadership structure and oversight: Separate Executive Chair and CEO roles; Lead Independent Director is Denny Marie Post with defined responsibilities. The Board/committees oversee risk, with Audit handling financial, compliance, cyber, and related‑party risk; Compensation overseeing comp and human capital; Nominating & Corporate Governance (NCG) overseeing governance, ESG and Stock Ownership Guidelines.
- Board refreshment: Director tenure limit policy adopted Nov 2024 (12‑year limit for non‑employee directors, with limited exceptions).
- Related‑party oversight: Audit Committee reviews related‑person transactions. In FY2024 the company paid approximately $1,022,000 to Sandpebble (owned by the CEO’s father) for project management services for the Seymour, IN facility; contract awarded after a competitive bidding process; related‑party transactions are governed by a formal policy requiring Audit Committee/Board review.
Fixed Compensation (Non‑Employee Director)
| Director | Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Glenda Flanagan | 2024 | 62,500 | 90,032 | 152,532 |
Director compensation policy (effective 9/30/2024 unless noted):
- Annual cash retainer for non‑employee directors increased to $60,000 (from $50,000 prior to 9/30/2024). Lead Independent Director retainer $20,000. Committee chair retainers: Audit $20,000; Compensation $15,000; NCG $10,000. Committee member retainers: Audit $10,000; Compensation $7,500; NCG $5,000.
Performance Compensation
- Equity design: Non‑employee directors receive time‑based RSUs (not performance‑conditioned). Under the amended policy, annual RSU grant equals $110,000 divided by grant‑date share price; initial RSU grant equals $120,000 divided by grant‑date share price. Annual RSUs vest on the earlier of one year from grant or the day before the next annual meeting; initial RSUs vest in three equal annual installments.
- Cash‑to‑RSU election: Directors may elect to convert cash retainers into fully vested RSUs at the time cash would be paid.
No performance metrics apply to non‑employee director equity; all equity is time‑based.
Other Directorships & Interlocks
| Company / Organization | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Credit Acceptance Corporation | Public company | Director | Consumer finance; no supplier/customer overlap disclosed with VITL. |
| Healthy America, LLC | Private company | EVP & CFO; Director | Executive role outside VITL (time‑commitment to monitor); no VITL transactions disclosed. |
| Whole Foods Market Foundation | Non‑profit | Director | Philanthropic; no VITL transactions disclosed. |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee Financial Expert; decades as public‑company CFO.
- Sector experience: Leading consumer/health brand leadership at Whole Foods Market.
- Education: B.B.A. in Accounting (UT Austin).
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 27,975 shares; <1% of outstanding |
| Stock awards outstanding (as of 12/29/2024) | 2,136 stock awards |
| Options outstanding | None reported for Flanagan |
| Stock ownership guidelines | Non‑employee directors: ≥3× annual cash retainer; 5‑year deadline; stock options and unvested performance shares excluded; compliance overseen by NCG Committee. As of the Record Date, each officer and director is in compliance. |
Governance Assessment
-
Positives:
- Independent director with deep CFO credentials; designated Audit Committee Financial Expert, strengthening financial oversight.
- Active Audit Committee member; Board demonstrates robust engagement (98% overall attendance; 5 executive sessions).
- Strong alignment mechanisms: ability to elect RSUs in lieu of cash; annual director RSUs; ownership guidelines with confirmed compliance.
- Ongoing refreshment and checks: 12‑year tenure limit policy; separate Chair/CEO; Lead Independent Director structure.
-
Watch items / conflict surveillance:
- Related‑party transaction with CEO’s family‑owned vendor (Sandpebble; ~$1.022M in FY2024) underscores the importance of rigorous Audit Committee review; the contract followed competitive bidding and is subject to related‑party policies.
- External executive role (Healthy America) increases time commitments; Board policies require sufficient time for directors, and overall attendance metrics indicate strong engagement.
-
Policies reducing risk:
- Insider Trading Policy; prohibition on hedging; pledging allowed only in limited circumstances with Board approval; NCG oversees a Pledging Policy for directors.