DEF 14A of Village Farms International, Inc., May 22, 2024

DEF 14A of Village Farms International, Inc.

Filed May 22, 2024 · FY20230000950170-24-063502

Open on EDGAR

  1. ITEM NO. 1—ELECTION OF DIRECTORS

    ITEM NO. 1—ELECTION OF DIRECTORS Pursuant to the articles of the Company, the number of directors of the Company is set at a minimum of three and a maximum of ten, and the Board is authorized to determine the actual number of directors to be elected from time to time. The Company currently has eight directors, and all are being proposed for nomination at the Meeting. Unless they resign, all directors elected at the Meeting will hold office until our next annual meeting of Shareholders or until their successors are elected or appointed. In April 2013, the Company adopted a majority voting policy (the “Majority Voting Policy”), which was amended on May 10, 2017, and applies to this election of directors. Under such policy, a director nominee who is elected in an uncontested election with a greater number of votes “Withheld” than votes “For” will be considered by the Board not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. Such a nominee will be expected to provide forthwith his or her resignation to the Board, effective on acceptance by the Board. The Board will refer the resignation to the Corporate Governance and Nominating Committee for consideration and for recommendation to the full Board. Within 90 days following the applicable meeting of the Shareholders, the Board will determine whether to accept or reject the resignation offer that has been submitted. Both the Board and Corporate Governance and Nominating Committee will promptly accept the resignation absent exceptional circumstances. Following the Board’s decision on the resignation, the Board will promptly disclose, via press release, its decision (including the reasons for rejecting the resignation offer, if applicable). The following incumbent directors of the Company are nominated for election at the Meeting.

  2. ITEM NO. 1—ELECTION OF DIRECTORS

    | Name | Age | Position | | John R. McLernon | 83 | Chairman of the Board of Directors | | John P. Henry | 76 | Director* | | David Holewinski | 85 | Director* | | Kathleen M. Mahoney | 69 | Director* | | Christopher C. Woodward | 67 | Director* | | Carolyn Hauger | 61 | Director* | | Michael A. DeGiglio | 69 | Chief Executive Officer and Director | | Stephen C. Ruffini | 65 | Chief Financial Officer and Director |

  3. ITEM NO. 1—ELECTION OF DIRECTORS

    * Denotes independent director within the meaning of Nasdaq and SEC rules and regulations. Business Experience of Directors John R. McLernon – Chairman of the Board of Directors Mr. McLernon has been the Chairman and a director of the Company since 2006. Mr. McLernon is President of McLernon Consultants Ltd. He is Honorary Chairman and Co-Founder of Colliers International (“Colliers”), a global commercial real estate services company operating from 485 offices in 65 countries. He served as Chairman and Chief Executive Officer of Colliers from 1977 to 2002 and as Chairman until December 2004. Mr. McLernon also serves as a director of several public and private companies as well as major nonprofit organizations. The Board has concluded that Mr. McLernon should continue to serve on the Board based on his many years of executive experience with a global organization, as a board of director on both private and public companies and general business knowledge. John P. Henry – Director Mr. Henry has been a director of the Company since 2006. From 1981 to 2000, Mr. Henry was employed by Ocean Spray Cranberries, Inc. (“Ocean Spray”), retiring as Senior Vice-President of Grower Relations and Chief Financial Officer in 2000. Ocean Spray grew from $400 million to $1.3 billion in revenues during his tenure. Mr. Henry also served as a Director of Nantucket Allserve Inc., a majority owned subsidiary of Ocean Spray. From 1980 to 1981, he was Chief Financial Officer of Castle Toy Co, Inc., and prior to that, Mr. Henry was employed by Laventhol and Horwath providing auditing, consulting, and tax services to large public and private companies. He received a Bachelor of Science degree in Business Administration and a Master’s in Taxation degree from Bryant College in Smithfield, Rhode Island. Mr. Henry is a non-practicing Certified Professional Accountant in the State of Rhode Island. The Board has concluded that Mr. Henry should continue to serve on the Board based on his many years of executive management experience and industry expertise and financial expertise. David Holewinski – Director Mr. Holewinski has been a director of the Company since 2011. Mr. Holewinski is a Management Consultant. He served as a director of Agro Power Development Inc. (“APDI”) from 2004 until October 2006. Between 1995 and 2000, Mr. Holewinski served as Senior Vice President of Business Development for APDI. Mr. Holewinski has co-founded two biotechnology companies, co-founded a company with computer and internet security, as well as co-founded a company with novel precast concrete technology for the construction industry. Between 1983 and 1988, Mr. Holewinski was a Manager of Business Development for ConAgra Foods, Inc. Mr. Holewinski has a Bachelor of Arts degree from Pennsylvania State University and a Master of Business Administration degree from Harvard University. The Board has concluded that Mr. Holewinski should continue to serve on the Board based on his many years of executive management experience and business development acumen. Kathleen M. Mahoney – Director Ms. Mahoney has been a director of the Company since 2023. Most recently, Ms. Mahoney served for more than 15 years in executive level operational and legal positions with SpartanNash Company (Nasdaq: SPTN), a Fortune 400 grocery and consumer goods distributor, wholesaler and retailer, and its predecessor Nash Finch Company. Prior to her tenure with SpartanNash, Ms. Mahoney practiced law for more than 20 years, including as Managing Partner at Larson King, LLP, and Partner at Oppenheimer Wolff & Donnelly. Ms. Mahoney began practicing law as Special Assistant Attorney General with the Minnesota Attorney General's Office. Ms. Mahoney has received grocery industry recognition throughout her career, having been named one of the 100 Most Influential Women in Michigan by Crain’s (2016), a Woman of Influence in the Food Industry by the Griffin Report (2018), a Top Woman in Grocery by Progressive Grocer (2012 and 2019), and a Women in Business Industry Leader by the Minneapolis St. Paul Business Journal (2011). Ms. Mahoney is a former member of the National Association of Corporate Directors, and a former member of the Grand Rapids, MI Chamber of Commerce Governance Committee and the Policy Committee and has more than 25 years of nonprofit board service, including serving in the role of Chair. She holds a JD, cum laude, from Syracuse University School of Law. The Board has concluded that Ms. Mahoney should continue to serve on the Board based on her many years of executive management experience, her legal and governance expertise and her general business knowledge. Carolyn Hauger - Director Ms. Hauger became a director of the Company in May 2024. She is currently the Chief Financial Officer of Ten-Nine Technologies, a battery nanotechnology additives company and also serves as an Independent Director and Audit Chair for Jericho Energy Ventures (TSX:JEV). Prior to this, she was the CFO of Lion, Inc. (2017 – 2021), Divisional CFO & Senior Vice President of Clopay Plastics (2012 – 2017) and Senior Manager of Ernst & Young (2010-2012). Her previous experience also includes a 25-year career with Procter & Gamble as both a Divisional CFO and a Manufacturing Operations Leader. Ms. Hauger holds Advisory Board positions with Prestige Properties Management, LLC and Metal Resource Solutions, Inc. She holds a BS in Chemical Engineering from The Pennsylvania State University and an MBA in Finance and Accounting from Xavier University. The Board has concluded that Ms. Hauger should continue to serve on the Board based on her many years of global executive management and financial expertise as well as her public company board experience. Christopher C. Woodward – Director Mr. Woodward has been a director of the Company since 2006. Prior to the purchase of the Canadian assets, he served as a Trustee of Hot House Growers and its previous companies. Mr. Woodward serves as chair or director of a number of private and public companies as well as charitable institutions. These include the P.A. Woodward Medical Foundation, Brentwood College and Second Street.Org. He is currently Chair of the Keg Royalty Trust, Vice Chair of Cambie Surgery Corp, and Director of the Great Western Brewery. He is past Chair of the Vancouver Coastal Health Authority and Providence Health Care. Mr. Woodward received his Bachelor of Arts (Economics) degree from the University of Western Ontario. The Board has concluded that Mr. Woodward should continue to serve on the Board based on his many years of serving as a board of director on both private and public companies and general business knowledge. Michael A. DeGiglio – Chief Executive Officer and Director

  4. ITEM NO. 1—ELECTION OF DIRECTORS

    Mr. DeGiglio, Director and Chief Executive Officer of the Company. Mr. DeGiglio is a founder of Village Farms International through predecessor companies and has served as its Director and Chief Executive Officer since its inception in 1989. Mr. DeGiglio joined EcoScience Company (NASDAQ) a bio-technology company, in November 1992 upon its acquisition of Agro-Dynamics Inc., a company Mr. DeGiglio founded in 1984 and where he served as President since its inception. Additionally, he served as President and Chief Executive Officer of EcoScience from 1995 until its merger with Village Farms in 1999. Prior to commencing his business career in 1983, Mr. DeGiglio served on active duty in the United States Navy from 1976 through 1983, and in the Naval Air reserves from 1983 through 2001, retiring at the rank of Captain. Throughout his Naval career, Captain DeGiglio held multiple Department head positions, successfully completed a tour as Commanding Officer of a jet squadron, performed multiple tours overseas, accumulated over 5,000 hours of military flight time, and completed numerous senior management and military courses. Mr. DeGiglio received a Bachelor of Science degree in Aeronautical Science from Embry Riddle Aeronautical University (ERAU) in Daytona Beach, Florida. He has served as the former Chairman of the Presidential Advisory Board of ERAU. The Board has concluded that Mr. DeGiglio should continue to serve on the Board based on his business skills, leadership experience, his experience in the agriculture industry, general business knowledge and due to his position as President and CEO. Stephen C. Ruffini – Chief Financial Officer and Director Mr. Ruffini has been a director of the Company since 2014 and Chief Financial Officer of the Company since 2009. From 2001 to 2005, Mr. Ruffini was a Director and Chief Financial Officer of HIT Entertainment, Ltd., which was the preeminent young children’s entertainment company listed on the London Stock Exchange. From 2006 to 2008, he was the Chief Financial Officer of Performing Brands, which was a publicly listed U.S. company in the beverage industry. He was a Tax Manager with Arthur Andersen from 1984 to 1993. Mr. Ruffini has a Master of Business Administration degree from the University of Texas and a Bachelor of Business Administration degree from Southern Methodist University. The Board has concluded that Mr. Ruffini should continue to serve on the Board based on his business skills, leadership experience, financial acumen, general business knowledge and due to his position as Executive Vice President and CFO. Family Relationships There are no family relationships between any director and executive officer. Involvement in Certain Legal Proceedings No director is, to the knowledge of the Company as at the date of this Proxy Statement, or has been, within 10 years before the date of this Proxy Statement, a director, chief executive officer or chief financial officer of any company (including the Company) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under Canadian securities legislation that was in effect for a period of more than 30 consecutive days, (ii) was subject to cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under Canadian securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, (iii) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, (iv) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromised with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, or (v) has been involved in any criminal convictions or proceedings, order or judgment or decree limiting the person from engaging in any type of business or securities, nor found by a court or the SEC to have violated a United States federal or state securities law nor found by a court or the Commodity Futures Trading Commission to have violated any United States federal commodities law. No director of the Company has been subject, to the knowledge of the Company, to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder. The Board recommends a vote FOR the election of all nominees for directors named in this Proxy Statement.

  5. Employment Agreements

    Employment Agreements Mr. DeGiglio’s current employment agreement became effective July 13, 2020 for a term of three years. Under the terms of the employment agreement, Mr. DeGiglio’s employment term will be automatically extended for successive one-year periods, unless the Company provides 90-day advance notice of non-renewal of then-current term, which will be treated as termination without cause. Under the employment agreement, Mr. DeGiglio receives a base salary of $707,538 (with subsequent annual reviews for increases but not decreases as the Compensation Committee determines) and he is eligible to earn annual short term and long-term incentive plans (bonuses) each up to 100% of Mr. DeGiglio’s then-current base salary based on performance goals determined by the Compensation Committee. Mr. DeGiglio also receives a monthly auto allowance of $2,000. Additionally, Mr. DeGiglio is entitled to six weeks of vacation. He is also entitled to participate in the Equity Plan (as defined below), which provides for grants of Options and other awards, as well as participation in our 401(k) Plan (as defined below) and 409A Plan (as defined below) and other welfare benefit plans including health and dental benefit plans. Pursuant to Mr. DeGiglio’s employment agreement, Mr. DeGiglio is entitled to receive severance benefits in the following manner. If Mr. DeGiglio were to die or become disabled during the term of his employment agreement, he would be entitled to receive his then-current base salary and benefits for the greater of the remaining term of the agreement or 12-months. Mr. DeGiglio is also entitled to a lump sum payment of 36 months of his then-current base salary and a pro-rata short-term bonus amount payable within thirty days of his last date of employment, if terminated without cause or if Mr. DeGiglio resigns for Good Reason (as defined below), as well as continued participation in any welfare benefit plans for an 18-month post-termination period. Under the employment agreement, the Company can terminate Mr. DeGiglio for cause with no severance payments. Mr. DeGiglio may terminate his employment agreement with or without Good Reason by providing the Board with a 30-day notice. “Good Reason” under the agreement means (i) a change materially adverse to Mr. DeGiglio’s position, authorities, functions, powers, responsibilities, or duties continuing for more than ten days after notice is provided by Mr. DeGiglio, (ii) a breach of the employment agreement by the Company, (iii) a change in location which is more than a 35-mile commute from Mr. DeGiglio’s current commute, or (iv) a change in control of the Company. Mr. Ruffini’s employment agreement became effective July 1, 2023 and expires on June 30, 2026. Under the terms of the employment agreement, Mr. Ruffini's employment term will be automatically extended for successive one-year periods, unless the Company provides 90-day advance notice of non-renewal of then-current term, which will be treated as termination without cause. The employment agreement entitles Mr. Ruffini to receive a base salary of $400,000 (subject to further increases but not decreases as the Board shall determine) and he became eligible to earn an annual bonus opportunity of up to 50% of Mr. Ruffini’s then-current base salary based on quantitative and qualitative performance goals determined by the Chief Executive Officer and/or the Compensation Committee. Additionally, Mr. Ruffini is entitled to four weeks of vacation. He is entitled to participate in the Equity Plan, which provides for grants of Options and other awards, as well as in our 401(k) Plan and 409A Plan and other welfare benefit plans including health and dental benefit plans. Pursuant to Mr. Ruffini’s employment agreement, Mr. Ruffini is entitled to receive severance benefits in the following manner. If Mr. Ruffini were to die or become disabled during the term of his employment agreement, he is entitled to receive his then-current base salary and benefits for the greater of the remaining term of the agreement or 12-months. Mr. Ruffini is also entitled to a lump sum payment of 18 months of his then-current base salary and a pro-rata bonus amount payable within thirty days of his last date of employment, if terminated without cause or if Mr. Ruffini resigns for Good Reason, as well continued participation in any welfare benefit plans for an 18-month post-termination period. The Company may terminate Mr. Ruffini for cause with no severance payments. Mr. Ruffini may also terminate his employment agreement with or without Good Reason by providing the Chief Executive Officer and Chairman of the Board with a 30-day notice. “Good Reason” under the agreement means (i) a change materially adverse to Mr. Ruffini’s position, authorities, functions, powers, responsibilities, or duties continuing for more than ten days after notice is provided by Mr. Ruffini, (ii) a breach of the employment agreement by the Company, (iii) a change in location of the Company’s Lake Mary, Florida office that causes Mr. Ruffini an additional 15-mile commute, or (iv) a change in control of the Company. Ms. Gillin Lefever's employment agreement as Executive Vice President, Corporate Affairs became effective February 7, 2022 with an initial term of two years. Under the terms of the employment agreement, Ms. Gillin Lefever's employment term will be automatically renewed unless either Ms. Gillin Lefever or the Company gives the other notice of termination not less than sixty days prior to the expiration of the employment agreement. The employment agreement entitles Ms. Gillin Lefever to receive a base salary of $300,000 and she is eligible to earn an annual bonus opportunity of up to 50% of Ms. Gillin Lefever’s then-current base salary based on quantitative and qualitative performance goals determined by the Chief Executive Officer and/or the Compensation Committee. Pursuant to her employment agreement, Ms. Gillin Lefever also received an Option grant on February 7, 2022 to acquire up to 100,000 Shares, with a three-year vesting schedule. Additionally, Ms. Gillin Lefever is entitled to four weeks of vacation. She is entitled to participate in the Equity Plan, which provides for grants of Options and other awards, as well as in our 401(k) Plan and 409A Plan and other welfare benefit plans including health and dental benefit plans. Pursuant to Ms. Gillin Lefever's employment agreement, if she is terminated without cause or if Ms. Gillin Lefever resigns for Good Reason, Ms. Gillin Lefever is entitled to receive her base salary plus a pro-rata portion of the STIP Bonus, and any share-based compensation plan she is eligible for at the rate in effect immediately prior to the effective date of the termination, for a period of six (6) months. The Company may terminate Mr. Gillin Lefever for cause with no severance payments. Mr. Dosanjh’s employment agreement as President and CEO of Pure Sunfarms was effective November 5, 2020. For purposes of his employment and participation in the Company’s health and welfare benefit plans and pension plans, the Company recognized Mr. Dosanjh’s effective start date with Pure Sunfarms on October 1, 2018. The employment agreement entitled Mr. Dosanjh to receive an increase in his base salary, which was effective on January 1, 2021, to C$400,000 and an opportunity to earn a short-term incentive plan (bonus) of up to 80% of Mr. Dosanjh’s then-current base salary. Additionally, as part of his employment agreement, Mr. Dosanjh received a grant of performance-based restricted share units pursuant to the Equity Plan with vesting tied to the achievement of certain performance standards. Additionally, he was entitled to receive five weeks of vacation, participation in the Equity Plan, which provides for grants of Options and other awards, as well as in our Registered Retirement Savings Plan and other welfare benefit plans including health and dental plan benefits.

  6. Employment Agreements

    Pursuant to Mr. Dosanjh’s employment agreement, Mr. Dosanjh was entitled to receive severance benefits in the following manner. Mr. Dosanjh was entitled to payments equal to 18 months of his then-current base salary payable in equal installments over a one-year period, if terminated without cause. Mr. Dosanjh, as a result of termination without cause, was also entitled to a prorated bonus for the portion of the calendar year he was employed. The Company could have terminated Mr. Dosanjh for cause with no severance payments and Mr. Dosanjh did terminate his employment with the Company by providing the Chief Executive Officer with 90-day notice. In the event of a change of control of the Company, Mr. Dosanjh was entitled to a lump sum payment equal to 24-months of his then-current base salary, if the Company terminated his employment within 180 days of the change in control event and he would forfeit any entitlement to an annual or prorated bonus for any portion of the calendar year he was employed. Mr. Dosanjh resigned from employment with the Company effective as of November 16, 2023.

  7. Summary Compensation Table

    Summary Compensation Table The following table details the compensation information for the fiscal years ended December 31, 2023 and 2022 of the Company for each of our NEOs, as determined pursuant to the SEC’s disclosure requirements for executive compensation in Item 402 of Regulation S-K. All amounts presented are as recorded in U.S. dollars.

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Michael A. DeGiglio Chief Executive Officer | 2023 2022 | 1,007,538 707,538 | – – | 82,440 (1) – | 30,687 (2) 39,878 (2) | 1,240,791 747,416 | | Stephen C. Ruffini Chief Financial Officer | 2023 2022 | 540,000 440,000 | – 50,000 | 164,800 (3) – | 8,579 (4) 15,250 (4) | 713,379 505,250 | | Ann Gillin Lefever Executive Vice President, Corporate Affairs | 2023 2022 | 343,750 278,578 | – – | 164,800 (5) 395,000 (5) | 6,615 (6) 4,000 (6) | 515,245 677,578 | | Mandesh Dosanjh (7) President and CEO – Pure Sunfarms | 2023 2022 | 341,132 394,928 | 122,526 | – – | – – | 341,132 517,454 |

  9. Summary Compensation Table

    (1) Mr. DeGiglio received a grant of 100,000 Options in February 2023. The amount listed in this column represents the grant date fair value of the Options as calculated using the Black-Scholes option pricing model resulting in a value of US$0.8244 per Option. See Note 16 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). (2) Mr. DeGiglio received a $24,000 auto allowance and $6,687 in employer 401(k) matches during 2023 and a $24,000 auto allowance and $15,878 in employer 401(k) matches during 2022. (3) Mr. Ruffini received a grant of 200,000 Options in February 2023. The amount listed in this column represents the grant date fair value of the Options as calculated using the Black-Scholes option pricing model resulting in a value of US$0.8244 per Option. See Note 16 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to ASC 718. (4) Mr. Ruffini received $8,579 and $15,250 in employer 401(k) matches during fiscal years 2023 and 2022, respectively. (5) Ms. Gillin Lefever received a grant of 200,000 Options in February 2023 and a grant of 100,000 Options in February 2022. The amounts listed in this column represent the grant date fair value of the Options as calculated using the Black-Scholes option pricing model resulting in a value of US$0.8244 per Option for the Options granted February 2023 and a value of US$3.95 per Option for the Options granted February 2022. See Note 16 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to ASC 718. (6) Ms. Gillin Lefever received $6,615 and $4,000 in employer 401(k) matches during fiscal years 2023 and 2022, respectively. (7) Mr. Dosanjh served as the President and Chief Executive Officer of Pure Sunfarms until November 16, 2023. Mr. Dosanjh was not an “executive officer” of the Company but is required to be identified as a “named executive officer” in this Proxy Statement in accordance with SEC rules and regulations. Mr. Dosanjh earned a 2023 salary of C$460,339 through November 16, 2023, the date of his termination. His salary was converted into U.S. dollars at the weighted average 2023 exchange rate of 0.74106. Mr. Dosanjh had a 2022 salary of C$513,594 and a bonus of C$159,342. His salary and bonus for 2022 were converted into U.S. dollars at the weighted average 2022 exchange rate of 0.768949 Canadian dollars to one U.S. dollar. Retirement Benefits The Company sponsors a retirement savings plan that is qualified under section 401(k) of the United States Internal Revenue Code (the “401(k) Plan”) and provides that participating employees are eligible to make contributions up to the prescribed limit, which was $22,500 for 2023 ($30,000 for employees over fifty-five). For the calendar year ended December 31, 2023, the Company matched 100% of a participant’s first 1% contribution and 50% on each participant’s contributions of 2% to 6%. The Company also sponsors a nonqualified deferred compensation plan for its Named Executive Officers and other executives under section 409A of the United States Internal Revenue Code (the “409A Plan”) and provides that participating employees are eligible to defer up to 80% of their salaries and annual cash bonuses on an annual basis. The Company may match up to 25% of the first 4% of employee salary deferrals. Since the summer of 2012, the Company suspended the Company match on the nonqualified deferred compensation plan. Other Benefits In certain cases, the Compensation Committee may recommend inclusion of automobile allowances, fitness allowances and the payment of certain professional dues as a component of a competitive remuneration package for executives.

  10. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  11. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price(1) | Option Expiration Date | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | Michael A. DeGiglio | 100,000 | - | $1.09 | March 29,2026 | - | - | | | 100,000 | - | $13.60 | March 12, 2029 | - | - | | | 300,000 | - | $4.68 | September 30, 2030 | - | - | | | 33,333 | 66,667(2) | $1.08 | February 1, 2033 | - | - | | Stephen C. Ruffini | 100,000 | - | $13.60 | March 12, 2029 | - | - | | | 200,000 | - | $5.29 | May 29, 2030 | - | - | | | 66,666 | 33,334(3) | $6.23 | December 2, 2031 | - | - | | | 66,667 | 133,333(2) | $1.08 | February 1, 2033 | - | - | | Ann Gillin Lefever | 66,667 | 33,333(4) | $5.20 | February 7, 2032 | - | - | | | 66,667 | 133,333(2) | $1.08 | February 1, 2033 | | |

  12. Outstanding Equity Awards at Fiscal Year-End

    (1) The Option Exercise Price is in USD. (2) The Options were issued on February 1, 2023 and will vest over a three-year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. (3) The Options were issued on December 2, 2021 and will vest over a three-year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. (4) The Options were issued on February 7, 2022 and will vest over a three-year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant.

  13. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Provided below is the Company’s “pay versus performance” (“PVP”) disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect the value actually realized by the NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used “compensation actually paid” (“CAP”) as disclosed in the “Pay Versus Performance Table” below as a basis for making compensation decisions, nor does it use GAAP Net Loss, or any other performance measure for purposes of determining incentive compensation.

  14. Pay Versus Performance Table

    Pay Versus Performance Table Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ending December 31, 2023, 2022 and 2021 and our financial performance for each such fiscal year, in accordance with Item 402(v).

  15. Pay Versus Performance Table

    | Year | Summary Compensation Table for PEO (1)(2) ($) | Compensation Actually Paid to PEO (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO NEOs (3) ($) | Total Shareholder Return (“TSR”) (4) ($) | Net Loss (5) ($) | | 2023 | 1,240,791 | 1,219,051 | 562,612 | 535,095 | (94) | (31,798,000) | | 2022 | 747,416 | (192,950) | 462,705 | (268,611) | (79) | (101,146,000) | | 2021 | 732,981 | 191,642 | 1,147,786 | 784,845 | 3 | (9,079,000) |

  16. Pay Versus Performance Table

    (1) Michael A. DeGiglio served as the principal executive officer of the Company during 2021, 2022 and 2023. (2) The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding the PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table” of this Proxy Statement. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Stephen C. Ruffini and Ann Gillin Lefever and Mandesh Dosanjh (ii) for 2022, Stephen C. Ruffini, Mandesh Dosanjh, Eric Janke and Bret Wiley; and (iii) for 2021, Stephen C. Ruffini, Mandesh Dosanjh, Orville Bovenschen and Derin Gemmel. (3) The dollar amounts reported as “compensation actually paid” to the Company’s PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEO or the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in the compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation and the average total compensation of the NEOs as a group (excluding the PEO) for each year to determine the compensation actually paid:

  17. Pay Versus Performance Table

    | Year | PEO or NEOs | Reported Summary Compensation Table Total | Minus Reported Value of Equity Awards (a) | Plus Fair Value at Fiscal Year-end of Outstanding and Unvested Option Awards and Stock Awards Granted in the Fiscal Year | Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | Plus Value of Dividends or Earnings Paid on Equity Awards in the Fiscal Year that are not Otherwise Reflected in the Value of Total Compensation | Equals Compensation Actually Paid | | 2023 | PEO | $1,240,791 | $(82,440) | $76,100 | $— | $— | $(15,400) | $— | $— | $1,219,051 | | 2023 | NEOs | $562,612 | $(164,800) | $164,883 | $(19,300) | $— | $(8,300) | $— | $— | $535,095 | | 2022 | PEO | $747,416 | $— | $— | $(468,000) | $— | $(472,366) | $— | $— | $(192,950) | | 2022 | NEOs | $462,705 | $(395,000) | $90,000 | $(257,316) | $— | $(169,000) | $— | $— | $(268,611) | | 2021 | PEO | $732,981 | $— | $— | $(1,069,669) | $— | $528,330 | $— | $— | $191,642 | | 2021 | NEOs | $1,147,786 | $(277,502) | $41,450 | $(268,222) | $— | $141,333 | $— | $— | $784,845 |

  18. Pay Versus Performance Table

    (a)) For the PEO, the grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year. For the NEOs, the grant date fair value of equity awards represents the average of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year. (4) The comparison of total shareholder returns assumes that $100 was invested on December 31, 2020, in Village Farms. (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  20. Compensation

    | Name | Fees Earned or Paid in Cash (1) | Option Awards (2) | Total | | John R. McLernon(2) | $90,000 | $100,000 | $190,000 | | John P. Henry(2) | $75,000 | $100,000 | $175,000 | | Christopher C. Woodward(2) | $70,000 | $100,000 | $170,000 | | David Holewinski(2) | $60,000 | $100,000 | $160,000 | | Kathleen M. Mahoney(2) | $50,000 | $100,000 | $150,000 |