Kelly Kennedy

About Kelly J. Kennedy

Kelly J. Kennedy (age 56) is an independent director of Vital Farms, serving since December 2019. She is Chief Financial Officer of Willow Innovations, Inc. (since November 2023) and brings deep finance experience across consumer and retail brands, including prior CFO roles at The Honest Company (2021–2023) and The Bartell Drug Company (2018–2020). She serves on the boards of GoodRx Holdings, Inc. (Audit Committee member, since December 2023) and Satellogic Inc. (Audit Committee Chair, since August 2024). Kennedy holds an MBA from Harvard Business School and a BA in Economics from Middlebury College .

Past Roles

External Roles

Board Governance

• Independence: Classified as independent under Nasdaq; only the Executive Chair and CEO are non-independent. Each standing committee comprises independent directors .
• Committee assignments: Audit Committee Chair; Compensation Committee member; designated Audit Committee Financial Expert .
• Committee activity and attendance: Board met 5 times; Audit 6; Compensation 5; Nominating & Corporate Governance 4. Directors recorded 98% overall attendance in 2024; each director attended ≥75% of meetings for their service period .
• Lead Independent Director: Denny Marie Post serves as Lead Independent Director with defined duties for agendas, executive sessions, and liaison functions .

Fixed Compensation

Vital Farms’ non-employee director cash retainers were updated in September 2024; annual board retainer increased to $60,000 (from $50,000), with additional fees for roles and committee service (e.g., Audit Chair $20,000; Compensation Committee member $7,500) .

Policy details:

• Cash: Annual retainer $60,000 effective 9/30/2024; prior retainer $50,000. Additional retainers include Audit Chair $20,000 and Compensation Committee member $7,500 (chair fees in lieu of member fees) .
• Retainer conversion: Directors may elect to convert cash into fully vested RSUs at payment dates (“retainer grants”) .

Performance Compensation

• Equity structure: Directors receive time-vesting RSUs (not performance-based). Annual RSU award sized to $90,000 prior to 9/30/2024; increased to $110,000 effective 9/30/2024, vesting by the next annual meeting or one-year anniversary, whichever is earlier .
• Options: Kennedy holds legacy director options outstanding (26,141 as of 12/29/2024) from prior years; no options are granted to directors under current policy .

Note: Director compensation is not tied to company performance metrics; RSUs are time-based. Vital Farms maintains an SEC- and Nasdaq-compliant clawback policy for executives (not directors) adopted in November 2023 .

Other Directorships & Interlocks

• Public boards: GoodRx (healthcare tech) and Satellogic (geospatial/space). No disclosed related-party transactions or interlocks involving Kennedy at Vital Farms .
• Consultant/peer arrangements: Compensation Committee engages FW Cook as independent consultant; assessed independent with no conflicts. Kennedy is a member of the Compensation Committee overseeing executive pay and policies .

Expertise & Qualifications

• Designated Audit Committee Financial Expert, alongside Glenda Flanagan; both meet SEC/Nasdaq criteria and can read/understand fundamental financial statements .
• Senior finance leadership at consumer and retail companies; governance experience across audit and compensation oversight .

Equity Ownership

Additional alignment policies:

• Stock Ownership Guidelines: Non-employee directors must hold ≥3x annual cash retainer in company stock; options and unvested performance shares excluded. Five-year compliance period; all officers and directors are in compliance as of the Record Date .
• Hedging/Pledging: Hedging prohibited. Pledging allowed only under strict Board-approved limits; oversight by Nominating & Corporate Governance Committee .

Governance Assessment

• Strengths

  • Independent director; Audit Committee Chair and designated financial expert, reinforcing oversight of financial reporting, internal controls, and related-party reviews .
  • High engagement: Board/committee cadence with 98% overall attendance in 2024; Audit met 6 times; clear executive-session discipline and lead independent director structure .
  • Ownership alignment: In compliance with director stock ownership guidelines; ability to convert cash into equity for additional alignment .
  • Compensation structure appropriate: Mix of cash plus time-based RSUs; fee increases benchmarked to market; no director performance-based equity that could distort oversight incentives .

• Watch items and potential red flags

  • Related-party exposure (company-level): Sandpebble Builders (owned by CEO’s father) received ~$1,022,000 for facility services; Audit Committee (chaired by Kennedy) oversees related-party transactions—continued robust review is warranted .
  • Pledging (company-level): Executive Chair has 1,900,000 shares pledged as collateral under Board-approved policy—ongoing monitoring by Nominating & Corporate Governance Committee; not attributed to Kennedy personally .
  • Multi-seat/time commitment: Kennedy holds a full-time CFO role plus two public-company directorships; Board’s nomination process requires sufficient time availability—no adverse attendance disclosed, but continued monitoring for overboarding risk is prudent .

• Committee oversight signals

  • Audit remit explicitly includes whistleblower systems, cybersecurity, internal audit performance, and related-party transaction review—Kennedy’s chair role is central to investor confidence in controls and risk oversight .
  • Compensation Committee (member) oversees stock ownership guidelines, clawback policy compliance, and risk management of incentive plans—supports alignment and mitigates excessive risk-taking .

Overall investor-confidence takeaway: Kennedy’s financial expertise and audit leadership, combined with strong attendance and alignment policies, support board effectiveness. Key governance risks (related-party transaction and pledging by other insiders) are institutionally disclosed and committee-oversighted; maintaining rigorous, transparent oversight will be important to sustain confidence .