DEF 14A of Lifecore Biomedical, Inc. \de\, Sep 18, 2025

DEF 14A of Lifecore Biomedical, Inc. \de\

Filed Sep 18, 2025 · FY20250001005286-25-000126

Open on EDGAR

  1. Compensation of Directors

    Compensation of Directors When establishing and reviewing our directors’ compensation, we consider the level of work and involvement the directors have with our business. We also consider compensation paid to directors in the marketplace generally and at our peer group companies. In fiscal year 2025, we compensated our directors as follows: •we paid each non-employee director an annual retainer of $50,000; •we paid the Chair of the Board an additional annual retainer of $95,000, •we paid each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee a retainer of $10,000, $10,000 and $5,000, respectively; •for each director serving as the chair of a committee, in lieu of the retainer for committee membership, we paid the chair of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee a retainer of $20,000, $20,000 and $10,000, respectively; and •we granted each non-employee director restricted stock units (“RSUs”) with a fair market value of $150,000 as of the date of grant. Cash retainers are prorated if a director serves less than a full year in the applicable position. We do not pay meeting fees for our Board or standing committee meetings but we reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board and committee meetings. In addition to the standing committees, the Board has formed a special committee to consider certain litigation and related party matters composed of Ms. Houde and Messrs. Antunes, Johnson and Schechter. Each member of the special committee receives (i) $1,000 (and $1,500 for the chair) for each meeting attended between the formation of the special committee and the annual meeting held on August 15, 2024, (ii) following such annual meeting, $6,250 for each quarter thereafter for so long as the special committee is not disbanded, commencing November 1, 2024. Typically, RSUs have been granted to non-employee directors at the first Compensation Committee meeting following the end of the fiscal year. The Compensation Committee believes that our annual RSU awards are aligned to the general trend toward fixed-value, share awards. Consistent with this timing, we granted RSUs for 30,000 shares on July 8, 2024 to the non-employee directors then serving: Mr. Barbarosh, Dr. Calloway, Mr. Diradoorian, Mr. Edwards, Ms. Houde, Mr. Kiper, Mr. Obus and Mr. Schechter. These RSUs were scheduled to vest and settle on the earlier of the one year anniversary of the grant date (July 8, 2025) or the date of the annual meeting of stockholders first held in calendar year 2025 (provided such date is no less than 50 weeks from the grant date). Under the terms of these RSU awards, the RSU would terminate in the event of removal of the director by the Company’s stockholders or, in the event of termination of Board service for any other reason, prorated vesting from June 1, 2024 to the date of termination of service. On August 15, 2024, following the annual meeting held on that date, Mr. Antunes, Mr. Aryeh, Mr. Johnson and Mr. Korenberg were appointed to the Board and on August 19, 2024, each newly appointed non-employee director was granted a pro-rata RSU award of 24,554 shares, or $137,500. In order to align the vesting of the non-employee director RSU awards, the RSU awards granted on August 19, 2024 also vested and settled on the earlier of July 8, 2025 or the date of the annual meeting of stockholders first held in calendar year 2025 (provided such date is no less than 50 weeks from July 8, 2024). Based on his service as a non-employee director, the RSU award granted to Mr. Barbarosh was vested and settled on August 15, 2024. Given the timing of the Annual Meeting, the RSU awards granted to the other non-employee directors were vested and settled on July 8, 2025. On August 15, 2024, following the annual meeting held on that date, Dr. Calloway resigned from the Board and Mr. Barbarosh ceased serving on the Board given his determination not to stand for reelection at that annual meeting. Accordingly, compensation for Dr. Calloway and Mr. Barbarosh below reflects a partial year. Compensation for Messrs. Antunes, Aryeh, Johnson and Korenberg also reflects a partial year given their appointments on August 15, 2024. All compensation paid by us during fiscal year 2025 to our non-employee directors is detailed below. Mr. Josephs’ compensation is reflected in the executive compensation tables contained in this Proxy Statement, and he did not receive any additional compensation from us for his duties as a director.

  2. Compensation of Directors

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards ($)(1) | Other | Total ($) | | Humberto C. Antunes (2) | $66,408 | $137,502 | $— | $203,910 | | Jason Aryeh (2) | $47,975 | $137,502 | $— | $185,477 | | Craig A. Barbarosh | $38,750 | $150,000 | $— | $188,750 | | Nathaniel Calloway | $12,500 | $150,000 | $— | $162,500 | | Raymond H. Diradoorian | $41,512 | $150,000 | $— | $191,512 | | Jeffrey L. Edwards | $49,192 | $150,000 | $— | $199,192 | | Katrina L. Houde (2) | $155,111 | $150,000 | $— | $305,111 | | Paul H. Johnson (2) | $68,615 | $137,502 | $— | $206,117 | | Christopher S. Kiper (2) | $55,578 | $150,000 | $— | $205,578 | | Matthew E. Korenberg (2) | $51,067 | $137,502 | $— | $188,569 | | Nelson Obus (2) | $65,003 | $150,000 | $— | $215,003 | | Joshua E. Schechter (2) | $93,369 | $150,000 | $— | $243,369 |

  3. Compensation of Directors

    (1)Reflects the aggregate grant date fair value of RSUs and options determined in accordance with the Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation – Stock Compensation, or ASC 718. The assumptions made in these valuations are included in Note 13 — Stock-based compensation in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended May 25, 2025. (2)As of May 25, 2025, there were no outstanding options held by members of the Board. As of May 25, 2025, Ms. Houde and Messrs. Kiper, Obus and Schechter each had 30,000 outstanding and unvested RSUs and Messrs. Antunes, Aryeh, Johnson and Korenberg each had 24,554 outstanding and unvested RSUs.

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Bylaws currently provide for no fewer than six and no more than twelve directors. The authorized number of directors is currently set at nine. At the Annual Meeting, nine directors will be elected: two solely by the holders of the Series A Preferred Stock and seven by the holders of both our Common Stock and Series A Preferred Stock, voting together as if they were a single class. As described in more detail under “Corporate Governance—Board of Directors Meetings and Committees,” in considering candidates for election to the Board, the Nominating and Corporate Governance Committee considers a number of factors, including the ability of prospective nominees to represent the interests of our stockholders, the extent to which the prospective nominees contribute to the range of talent, skill, and expertise appropriate for the Board, and the extent to which the prospective nominees facilitate the reflection of directors with diverse backgrounds and experiences. Pursuant to the Cooperation Agreements, the Board has nominated Mr. Johnson for election as a director and Messrs. Aryeh and Kiper for election as the Series A Preferred Directors at the Annual Meeting. See “Corporate Governance and Board Matters—Cooperation Agreement” for additional information.

  5. The Non-Series A Preferred Directors to be Elected by All Stockholders

    The Non-Series A Preferred Directors to be Elected by All Stockholders Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated, and recommends that stockholders elect, the following individuals to serve as non-Series A Preferred Directors: •Katrina L. Houde •Humberto C. Antunes •Paul H. Johnson •Paul Josephs •Matthew E. Korenberg •Nelson Obus; and •Joshua E. Schechter

  6. The Series A Preferred Directors to be Elected Only by Series A Preferred Stockholders

    The Series A Preferred Directors to be Elected Only by Series A Preferred Stockholders The Certificate of Designations provides that, immediately following the closing date of the sale of Series A Preferred Stock, the holders of the Series A Preferred Stock are entitled to elect two Series A Preferred Directors. Thereafter, for so long as 30% of the amount of Series A Preferred Stock issued on the first date of the issuance of Series A Preferred Stock remains outstanding, holders of the Series A Preferred Stock have the right, voting separately as a single class, to nominate one or more persons for election to the Board to fill any vacancy created in any year in which a Series A Preferred Director’s term expires. Pursuant to the Cooperation Agreements, the Board has nominated, and recommends that stockholders re-elect at the Annual Meeting, Jason Aryeh and Christopher S. Kiper as the Series A Preferred Directors. All directors elected at the Annual Meeting will serve until the next annual meeting of stockholders and their successors are elected and qualified or until his or her death, resignation or removal. The biographies and qualifications of the director nominees named in this Proposal No. 1 are set forth below under “Director Nominee Biographies.” THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING NOMINEES: •KATRINA L. HOUDE •HUMBERTO C. ANTUNES •PAUL H. JOHNSON •PAUL JOSEPHS •MATTHEW E. KORENBERG •NELSON OBUS •JOSHUA E. SCHECHTER •JASON ARYEH, as a Series A Preferred Director •CHRISTOPHER S. KIPER, as a Series A Preferred Director

  7. Director Nominee Biographies

    Director Nominee Biographies The following sets forth certain information with regard to each of our current directors, each of whom is also a nominee for election at this Annual Meeting. Ages are as of the Record Date.

  8. Director Nominee Biographies

    | Name | Age | Position | Director Since | | Katrina L. Houde | 67 | Director, Chair of the Board | 2019 | | Humberto C. Antunes | 64 | Director | 2024 | | Jason Aryeh* | 57 | Director | 2024 | | Paul H. Johnson | 67 | Director | 2024 | | Paul Josephs | 60 | President, Chief Executive Officer and Director | 2024 | | Christopher S. Kiper* | 54 | Director | 2023 | | Matthew E. Korenberg | 50 | Director | 2024 | | Nelson Obus | 78 | Director | 2018 | | Joshua E. Schechter | 52 | Director | 2020 |

  9. Director Nominee Biographies

    * Series A Preferred Director Katrina L. Houde has served as a member of the Board since August 5, 2019. Ms. Houde is currently serving as an independent advisor to select food companies. In January 2024, Ms. Houde joined the board of directors for Brimich Logistics a privately held warehousing and logistics company in Canada. Ms. Houde has served on the Board of Directors at SunOpta, Inc. (Nasdaq: STKL) since January 2000 through September 2024, where she also served as Chair of the Compensation Committee and as a member of the Audit Committee until November 2016. Ms. Houde served as Interim CEO for SunOpta, Inc. on two occasions, from October 2016 until March 2017 and again from January to March of 2019, and was instrumental in leading a major operational turnaround. Before and between her roles as Interim CEO of SunOpta, Inc., Ms. Houde had various consulting engagements in the food industry. Prior to becoming a food industry consultant, Ms. Houde was President of Cuddy Food Products, a division of Cuddy International Corp., from January 1999 to March 2000 and was Chief Operating Officer of Cuddy International Corp. from January 1996 to January 1999. She is a member of the Board of Directors of a number of private and charitable organizations. Ms. Houde holds an Honours Bachelor of Commerce degree from the University of Windsor. The Board believes that Ms. Houde’s extensive experience in senior management and corporate strategy roles, as well as her service on other boards of directors, provides the Board of Directors with significant insight with regards to operational and governance matters. Humberto C. Antunes has served as a member of the Board since August 2024. Mr. Antunes is an entrepreneur in healthcare, with 40 years of experience in the industry. Mr. Antunes has served as a Partner at Gore Range Capital LLC, a venture capital company focused on healthcare. Mr. Antunes served as CEO of Nestle Skin Health S.A., a subsidiary of Nestle S.A., from June 2014 to December 2016. From April 2004 to December 2016, Mr. Antunes served as CEO of Galderma Pharma S.A., a subsidiary of Nestle Skin Health S.A., where he also served as chairperson of its board of directors from June 2014 to December 2016. Prior to his time at Galderma, Mr. Antunes served as President, North America at Galderma Laboratories, L.P., from January 2001 to April 2004. For two decades, Mr. Antunes serves on the board of directors of the American Skin Association. Mr. Antunes received a Bachelor of Science in Business Administration from the University of Nebraska. The Board believes that Mr. Antunes is well qualified to serve on the Board because of his extensive experience in the healthcare industry as an executive and board member. Jason Aryeh has served as a member of the Board since August 2024. Mr. Aryeh has more than 25 years of equity investment experience focused on the life sciences industry. He is the Founder and Managing General Partner of JALAA Equities, LP, a private investment fund focused on the biotechnology and medical device sectors. He has served in such capacity since 1997. Mr. Aryeh currently serves on the board of directors of Ligand Pharmaceuticals Incorporated (Nasdaq: LGND), Orchestra BioMed (Nasdaq: OBIO), and Anebulo Pharmaceutical (Nasdaq: ANEB). He serves as Chairman of Ligand’s Nominating & Governance and on its Compensation Committee, as Chairman of Orchestra’s Nominating & Governance and on its Audit Committee, on Lifecore’s Nominating & Governance Committee, and as Chairman of Anebulo’s Nominating & Governance and on its Audit Committee. Since 2006, Mr. Aryeh has served on the board of directors or as a consultant to over fifteen public and private life sciences companies and charitable foundations, including the Cystic Fibrosis Foundation’s Therapeutics board from February 2011 to February 2018. Mr. Aryeh earned a B.A. in Economics, with honors, from Colgate University and is a member of the Omnicron Delta Epsilon Honor Society in Economics. The Board believes that Mr. Aryeh’s extensive experience in the equity investments and life sciences, as well as his service on other boards of directors, provides the Board of Directors with significant insight with regards to operational and governance matters. Paul H. Johnson has served as a member of the Board since August 2024. Mr. Johnson has significant CDMO experience, with over 30 years of broad and diverse executive management and board roles within the pharmaceutical and medical device industries. Mr. Johnson was President and CEO of DPT Laboratories, a CDMO focused on sterile and non-sterile topical products, and Renaissance Acquisition Holdings, a branded specialty generics company, from 2015 to 2016. He served as President of DPT from 2002 to 2015. Following the sale of DPT and Renaissance in June 2016, Mr. Johnson served as an Operating Partner at Ampersand Capital Partners, a private equity firm focused on healthcare companies, from 2018 to March 2025. Mr. Johnson has been a member of the board of directors of Lil’ Drug Store Products since June 2005, where he also served on the compensation committee from November 2018 through December 2024 and joined the risk committee in January 2025. Mr. Johnson has also been a member of the board of directors of Tjoapack, a privately owned CDMO company, since December 2022, where he is the executive chairman and an advisor to its compensation committee. He has also served on the board of directors of Phosphorex, a privately owned CDMO company, since January 2023. Additionally, Mr. Johnson served on the board of directors of MedPharm Ltd., a privately owned CDMO company, from November 2018 to January 2024, where he served as executive chairman and was a member of its compensation committee from November 2020 to January 2024. Mr. Johnson received a Bachelor of Arts in Spanish and Speech Communication from the University of Texas El Paso, as well as a MBA from Southern Methodist University. The Board believes that Mr. Johnson is well qualified to serve on the Board because of his extensive experience in the CDMO industry as both an executive and board member. Paul Josephs has served as a member of the Board and as our President and Chief Executive Officer since May 2024. Mr. Josephs previously served as President and Chief Executive Officer, and as a member of the board of directors, of Woodstock Sterile Solutions, a contract development and manufacturing company, from 2021 to April 2024. Prior to joining Woodstock, Mr. Josephs served as Head of CDMO – Global Business Development at Viatris Inc. (Nasdaq: VTRS) from 2016 to 2021. Mr. Josephs also served in numerous roles at DPT Laboratories from 1997 until it was acquired by Viatris, including most recently as Senior Vice President, Sales, Marketing and Corporate Development. Mr. Josephs received a B.A. from the University of Western Ontario in Canada. The Board believes that Mr. Josephs is well qualified to serve on the Board given his nearly 35 years of experience in the pharmaceutical industry, including more than 30 years of CDMO experience. As Lifecore’s CEO, Mr. Josephs also possesses both operational and strategic insights into the Company, making him a critical tether between the Board and the Company’s executive officers.

  10. Director Nominee Biographies

    Christopher S. Kiper has served as a member of the Board since January 2023. Mr. Kiper has served as a Co-Founder, Managing Director and Chief Investment Officer of Legion Partners Asset Management, LLC (“Legion”), an investment fund focused on accumulating large ownership stakes in undervalued U.S. small-cap companies, since April 2012, and at Legion’s predecessor entities from January 2010 to April 2012. Prior to co-founding Legion, he served as Vice President at Shamrock Capital Advisors, the alternative investment vehicle of the Disney family, where he served as Portfolio Manager of the Shamrock Activist Value Fund, a concentrated, long-only, activist fund, from April 2007 to January 2010. Before that, Mr. Kiper founded and operated the Ridgestone Small Cap Value Fund, a small-cap targeted activist fund in association with the Ridgestone Corporation, an investment firm, from June 2000 to June 2007. From 1998 to 2000, he served as the Director of Financial Planning at Global Crossing Ltd., a telecommunications company that provided computer networking services. Mr. Kiper began his career as an Auditor at Ernst & Young Global Limited, an international tax, consulting and advisory service, from 1994 to 1997. Mr. Kiper received a B.S.B.A. in Accounting from the University of Nebraska in 1993. The Board believes that Mr. Kiper is well qualified to serve on the Board of Directors because of his extensive experience as an investor and advisor to small-cap public companies and his financial expertise. Matthew E. Korenberg has served as a member of the Board since August 2024. Mr. Korenberg is a seasoned executive with significant leadership experience in the healthcare industry. He has served as Palvella Therapeutics, Inc.'s (Nasdaq: PVLA) Chief Financial Officer since October 2024. Prior to joining Palvella, he served as President and Chief Operating Officer of public biotechnology company Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) since November 2022 and, prior to that, as the company’s Chief Financial Officer since August 2015. Prior to Ligand Pharmaceuticals, Mr. Korenberg was the founder, Chief Executive Officer, and a director of NeuroCircuit Therapeutics, a company focused on developing drugs to treat genetic disorders of the brain with an initial focus on Down syndrome. Prior to founding NeuroCircuit Therapeutics, Mr. Korenberg served as a Managing Director and member of the healthcare investment banking team at The Goldman Sachs Group (NYSE: GS) from July 1999 to August 2013. During his 14-year tenure at Goldman Sachs, Mr. Korenberg focused on advising and financing companies in the biotechnology and pharmaceutical sectors and was based in New York, London and San Francisco. From May 2020 until October 2024, Mr. Korenberg served on the board of directors, including the audit and compensation committees, of Qualigen Therapeutics, Inc. (Nasdaq: QLGN), a public company that develops and manufactures oncology focused therapeutics and diagnostic products. He earned a B.B.A. in Finance and Accounting from the University of Michigan. The Board believes that Mr. Korenberg is well qualified to serve on the Board because of his extensive experience in the healthcare industry, financial roles and investment banking. Nelson Obus has served as a member of the Board since October 2018. Mr. Obus is a co-founder, President, and Chief Investment Officer at Wynnefield Capital, Inc. which he co-founded with Joshua Landes in November 1992. Mr. Obus manages the firm, oversees its investment portfolio. Previously, from January 1990 until September 1992, he was the director of research at Schafer Capital Management, Inc. Prior to that, Mr. Obus was a director of sell side research in the equity sales department at Lazard Frères & Co. Before that, he was a manager at Massachusetts Department of Environmental Management. Mr. Obus holds a Bachelor of Arts degree from New York University and a Master of Arts in political science from Brandeis University. The Board believes that Mr. Obus’ extensive financial experience with technology and small- to middle-market companies provides the Board of Directors with valuable insights of an experienced investment manager. Joshua E. Schechter has served as a member of the Board since October 2020. He is a private investor and public company director. Since 2015, he has served as a director of Pursuit Attractions and Hospitality, Inc. (NYSE: PRSU) (formerly known as Viad Corp.) a global attractions and hospitality company. Mr. Schechter served as a member of the Board of Directors of Bed Bath & Beyond (Nasdaq: BBBY) from May 2019 to September 2023, as Chairman of its Audit Committee. He also served as Chairman of the Board of Directors of Support.com, Inc. (Nasdaq: SPRT), a leading provider of cloud-based software and services, from June 2016 to September 2021. From April 2018 to January 2020, he served as Chairman of the Board of Directors of SunWorks, Inc. (Nasdaq: SUNW), a premier provider of high-performance solar power solutions. From 2001 to June 2013, Mr. Schechter served as Managing Director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to June 2013, served as Co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Mr. Schechter earned a Master of Public Administration in Professional Accounting and a Bachelor of Business Administration from The University of Texas at Austin. The Board believe that Mr. Schechter’s experience in corporate governance matters, capital markets, acquisitions, and other transactions in a variety of industries, together with his managerial and public company board experience, provides valuable insight to the Board of Directors.

  11. Strategy

    Strategy Fiscal year 2024 was the Company's first full fiscal year as a standalone fully integrated CDMO, without the Curation Foods segment, the last business of which was divested in May 2023. Like fiscal year 2024, fiscal year 2025 was a year of transition as we realigned our executive and leadership team to our CDMO business. This process began in fiscal year 2024 with the CEO succession that resulted in Paul Josephs becoming our new CEO and a member of the Board on May 20, 2024. On August 28, 2024, Ryan D. Lake was appointed as our Chief Financial Officer and Secretary, effective September 3, 2024. Mr. Lake succeeds John D. Morberg, whose employment ended September 2, 2024. As described further below, the Company and Mr. Lake entered into an employment agreement relating to his service as Chief Financial Officer, which was recommended by the Compensation Committee and approved by the Board. In order to expand our executive competencies as a standalone CDMO and realign our executive talent to the needs of our business, we created the new position of Chief Legal and Administration Officer and on April 14, 2025, Thomas D. Salus joined us in that role. As described further below, the Company and Mr. Salus entered into an employment agreement relating to his service as Chief Legal and Administration Officer, which was recommended by the Compensation Committee and approved by the Board. In approving the new hire compensation arrangements for Messrs. Lake and Salus and in the design of the compensation program generally for fiscal year 2025, the Compensation Committee focused heavily on incentive and performance-based compensation, as described below. Focus on Performance-Based Compensation The 2025 Bonus Plan was designed to emphasize both revenue growth and expense management through its focus on achievement of Adjusted EBITDA, as well as four sustaining and growth objectives that the Compensation Committee believed were important to the success of our CDMO business in fiscal year 2025 and beyond. The Adjusted EBITDA performance goal was not met, primarily due to unexpected legal, auditing and related costs associated with legacy matters; however, after analyzing the Company’s overall performance and the performance of the executive officers, the Compensation Committee approved and the Board of Directors, on the recommendation of the Compensation Committee, approved the exercise of discretion to permit limited payouts under the 2025 Bonus Plan. In determining to exercise their discretion, the Compensation Committee and the Board considered the steps taken by the Company to actively mitigate the unexpected expenses and to improve the Company’s overall expense structure, and the initiatives implemented to position the Company well for sustainable growth, including measures to ensure compliance with SEC and Nasdaq listing requirements, enhance the leadership team, recalibrate the Company’s workforce, investor relations, and mitigate legal and operational risk. The Compensation Committee also rewarded the executives for their efforts relating the successful $24.3 million private placement in October 2024 and the enhanced financial position of the Company by issuing shares of Common Stock to Messrs. Josephs and Lake, which provided cash-conserving performance-based compensation. Additionally, in structuring the new-hire compensation package to Messrs. Lake and Salus, the Compensation Committee and the Board were focused on performance-based compensation that would align their interests with those of our stockholders and reinforce the performance-based design of Mr. Josephs’ new-hire compensation package. Accordingly, similar to Mr. Josephs, a key feature of the compensation packages to Messrs. Lake and Salus were PSU awards. The PSU awards will vest, if at all, based upon the average 20-day stock price achievement within the five-year performance period as compared to a range of ten prices. For Mr. Lake, the ten prices range from $5.00 per share to $30.00 per share, and on the date Mr. Lake’s PSU award was granted, our closing stock price was $4.37 per share. For Mr. Salus, the ten prices range from $7.50 per share to $35.00 per share, and on the date Mr. Salus’ PSU award was granted, our closing stock price was $6.17 per share. As a result, these executive officers will receive value from the PSU award if and to the extent our stock price improves over a sustained period of time. To the extent the PSU awards become vested, the Company will issue Messrs. Lake and Salus shares of Common Stock on the vesting date in settlement of the PSU award, with 50% of the shares so issued being restricted from transfer until the one-year anniversary of the vesting date. The Compensation Committee and the Board believe these restriction terms ensure continued alignment between these executive officers and our stockholders even after any vesting due to the potential for additional stock price achievement and further vesting. Continued Strong Stockholder Support for Our Pay Program Our 2024 Annual Meeting of Stockholders was held on November 7, 2024. At the 2024 Annual Meeting of Stockholders, our stockholders again expressed strong support for our executive compensation program as reflected in the non-binding, advisory vote on fiscal year 2024 named executive officer compensation (referred to as a “say-on-pay” vote). The say-on-pay proposal presented at our 2024 Annual Meeting of Stockholders received 99.1% approval by our stockholders. We attribute the strong stockholder support for the say-on-pay proposal to ongoing efforts to align performance and compensation, including the new hire compensation packages for our executive officers. Components of Our Compensation Program The Compensation Committee oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward specific aspects of overall Lifecore performance that the Board believes are central to delivering long-term stockholder value.

  12. Strategy

    | Base Salary | Base salaries are set to be competitive with the marketplace. Base salaries are not automatically adjusted annually but instead are adjusted when the Compensation Committee judges that a change is warranted due to changes in an executive officer’s responsibilities, demonstrated performance or relevant market data. In fiscal year 2025, the base salaries for new executive officers were set at levels appropriate to attract superior executive talent, but recognizing the significant potential compensation opportunities available through performance-based compensation. | | Short-Term Incentives | Annual cash incentive pay, which was delivered in fiscal year 2025 through the 2025 Bonus Plan, should be designed to reward achievement of financial and business results that align to our internal annual operating plan. In fiscal year 2025, the Compensation Committee selected Adjusted EBITDA as the financial performance goal for the 2025 Bonus Plan to emphasize both revenue growth and expense management, as well as four sustaining and growth objectives that the Compensation Committee believed were important to the success of our CDMO business in fiscal year 2025 and beyond. | | Long-Term Incentives | Long-term equity awards provide executive officers with an incentive to increase long-term stockholder value, while also providing a retention vehicle for our executives. Mr. Josephs joined the Company as our new CEO in May 2024 and Mr. Lake joined the Company as our new CFO in September 2024 and both were provided significant turnaround new hire equity grants, including RSU grants on the first day of employment with vesting over the first five anniversaries of the grant date and PSU awards that will vest and be settled based on achievement of ten escalating stock price goals within five years, between $7.50 and $35.00 for Mr. Josephs and between $5.00 and $30.00 for Mr. Lake. Given these equity awards, the Compensation Committee does not currently expect to grant Messrs. Josephs and Lake additional annual equity awards until five years after their hire date. Similarly, when Mr. Salus was hired in April 2025, his compensation package emphasized long-term incentives, including a PSU award with the same vesting parameters as Mr. Joseph's PSU award. |

  13. Compensation Governance Practices

    | Long-Term Focus | The majority of our executive compensation is tied to long-term performance. | | Equity Ownership Guidelines | We have robust equity ownership guidelines of 5x salary for our CEO and 3x salary for other executive officers. | | Equity Holding Requirements | We have share-holding requirements for executives wherein each executive must retain at least 50% of equity granted until minimum share ownership requirements are achieved. | | Clawback Policy | We have adopted an enhanced recoupment, or “clawback” policy, to recover incentive compensation in the event of certain restatements of the financial results of the Company. | | No Excessive Benefits | We offer limited perquisites and other benefits to our executive officers. | | No Section 280G Gross-ups | None of our executive officers are entitled to an excise tax gross-up of the payments received in connection with a change in control. | | Director Independence | The Compensation Committee is made up entirely of independent directors. | | Independent Compensation Consultant | The Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs and practices. |

  14. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee used Frederic W. Cook & Co. (“FW Cook”) to provide consulting services in fiscal year 2025, including advice on the compensation philosophy, incentive plan designs, executive compensation analysis, equity grants, and CD&A disclosure, among other compensation topics. FW Cook provides no services to the Company other than consulting services provided to the Compensation Committee. The Compensation Committee has conducted a specific review of its relationship with FW Cook and determined that FW Cook’s work for the Compensation Committee does not raise any conflicts of interest.

  15. IV.Compensation Competitive Analysis

    IV.Compensation Competitive Analysis Our Compensation Committee uses peer group information to provide context for its compensation decision-making for our executive officers. The Compensation Committee approved a peer group in April 2024, although the Compensation Committee noted some lack of comparability in the peer group companies to Lifecore’s standalone CDMO business and the market for both life sciences executive talent and for investment. The Compensation Committee also consulted market data as context for fiscal year 2025 decisions.

  16. Fiscal Year 2025 Peers and Philosophy

    Fiscal Year 2025 Peers and Philosophy Peer group data was gathered with respect to base salary, bonus targets and equity awards (including stock options, performance shares, restricted stock and long-term awards). The data was used to assist in determining compensation for fiscal year 2025. FW Cook helped the Compensation Committee to identify companies similar to Lifecore with respect to life sciences sector, market capitalization and revenue to provide a broad perspective on competitive pay levels and practices. This determination of the peer group companies occurred in April 2024 to prepare for fiscal year 2025 decision-making. Peer companies were U.S. based, public companies (excluding companies with an IPO in 2021 or later) that met the following selection criteria: •Sector: Life sciences generally, including contract development and manufacturing organizations, contract research organizations, medical technology and device, and/or commercial pharmaceutical products and services companies. •Market Capitalization: Fiscal year 2023 market capitalization between $50 million and $1.0 billion, with the goal of having Lifecore’s then-current market capitalization in the middle or the lower middle of the peer group median. Using these criteria, the Compensation Committee determined that the following 22 companies would comprise the peer group. At the time the Compensation Committee confirmed the fiscal year 2025 peer group, Lifecore's market capitalization was approximately $162 million as compared to the median market capitalization of the peer group companies of approximately $209 million:

  17. Fiscal Year 2025 Bonus Plan Design and Achievement

    Fiscal Year 2025 Bonus Plan Design and Achievement Consistent with its compensation philosophy and the objectives of annual cash incentive programs generally, on July 18, 2024, the Compensation Committee recommended, and the Board of Directors approved, a cash-incentive award plan for the Company’s fiscal year ending May 25, 2025. Of our named executive officers, Messrs. Josephs, Lake and Morberg were eligible to participate in the 2025 Bonus Plan and Mr. Salus was not eligible. Under the 2025 Bonus Plan, executive officers and other participants were eligible to earn cash bonuses based on the Company’s adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and four business objectives, weighted at 80% and 20%, respectively. The four business objectives were a combination of sustaining and growth objectives each weighted equally at 5%. Adjusted EBITDA for purposes of the 2025 Bonus Plan was based on the Company’s fiscal year 2025 Adjusted EBITDA, which excluded changes in the fair value of debt derivatives, financing fees, losses on sale or disposal of assets, restructuring and reorganization costs, certain state franchise taxes, amounts paid in settlement of governance matters, and stock-based compensation expense, but included the cost of bonuses under the 2025 Bonus Plan. Under the 2025 Bonus Plan, the Board also set, based upon the recommendation of the Compensation Committee, the minimum, target and maximum level of achievement of Adjusted EBITDA. Achievement of Adjusted EBITDA at greater or less than target level would result in increasing or decreasing incentive pay relating to that performance goal based upon a Board-approved scale. Additionally, if minimum fiscal year 2025 Adjusted EBITDA was not achieved, no amounts would be earned under the 2025 Bonus Plan. The maximum cash incentive pay that could have been earned under the 2025 Bonus Plan by an executive officer or any other participant could not exceed 200% of that person’s opportunity at the target level, even if actual performance exceeded the maximum level for Adjusted EBITDA or any of the sustaining or growth objectives. The following table summarizes the minimum, target and maximum for Adjusted EBITDA and the four sustaining and growth business objectives:

  18. Fiscal Year 2025 Bonus Plan Design and Achievement

    | | Fiscal Year 2025 Adjusted EBITDA | % Achievement of Target | | Maximum | $28.9 million | 200% | | Target | $25.3 million | 100% | | Minimum | $20.5 million | —% |

  19. Fiscal Year 2025 Bonus Plan Design and Achievement

    | Sustaining (S) and Growth (G) Objectives | | | S | No specified regulatory observations | | S | Commercial rejection rate threshold/cost of rejections and reserves | | G | Growth of new product development revenue | | G | Number of late stage programs |

  20. Fiscal Year 2025 Bonus Plan Design and Achievement

    On July 18, 2024, the Board also approved, based upon the recommendation of the Compensation Committee, the cash incentive pay that the executive officers then serving could have earned under the 2025 Bonus Plan at the target level of achievement as a percentage of their respective annual base salaries as follows: Paul Josephs at 100% and John D. Morberg at 60%. When Mr. Lake was hired, he became eligible to participate in the 2025 Bonus Plan at the target level of achievement of 60% of his base salary. Based upon the Company’s results for fiscal year 2025, the Company achieved the two sustaining objectives under the 2025 Bonus Plan. However, 2025 Adjusted EBITDA was $19.5 million, which failed to meet the minimum amount, primarily due to unexpected legal, auditing and related costs associated with legacy matters. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP. After analyzing the Company’s overall performance and the performance of the executive officers, the Compensation Committee approved and the Board of Directors, on the recommendation of the Compensation Committee, approved the exercise of discretion to permit limited payouts under the 2025 Bonus Plan. In determining to exercise their discretion, the Compensation Committee and the Board considered the steps taken by the Company to actively mitigate the unexpected expenses and to improve the Company’s overall expense structure, and the initiatives implemented to position the Company well for sustainable growth, including measures to ensure compliance with SEC and Nasdaq listing requirements, enhance the leadership team, recalibrate the Company’s workforce, improve liquidity, investor relations, and mitigate legal and operational risk. Based upon the discretion exercised by the Board and in light of their achievements and high performance in their respective roles, the Board of Directors approved payouts under the 2025 Bonus Plan of 50% of the target bonus amount for each of Messrs. Josephs and Lake effective August 1, 2025. Accordingly, the payouts under the 2025 Bonus Plan to Mr. Josephs and Mr. Lake were 50% and 30% of their respective annual base salaries, or $275,000 and $141,000, respectively. Payments to the executive officers under the 2025 Bonus Plan are subject to “clawback” under our Compensation Recoupment Policy adopted effective October 2, 2023.

  21. Bonus Shares

    Bonus Shares In October 2024, the Company successfully completed a $24.3 million sale of its Common Stock at a price of $4.10 per share. In December 2024, the Compensation Committee considered the role of Messrs. Josephs and Lake in ensuring the success of this offering and the enhanced financial position of the Company. Based upon this assessment, the Compensation Committee determined to reward Messrs. Josephs and Lake by issuing them fully vested, unrestricted shares of Common Stock (referred to as “Bonus Shares”). The Compensation Committee determined to issue Bonus Shares to conserve cash and to align the executive officers’ interests with those of our stockholders. In determining the number of Bonus Shares to be issued, the Compensation Committee considered the expenses that the Company would have incurred without the efforts of the executive officers and the executive officers’ bonus opportunities under the 2025 Bonus Plan. On December 6, 2024, the Compensation Committee approved Bonus Shares to Mr. Josephs and Mr. Lake in a value equal to $275,000 and $141,000, respectively, or 50% of their target bonus opportunities under the 2025 Bonus Plan. Accordingly, on December 6, 2024 and based on the Fair Market Value as defined by the 2019 Plan of $7.15 per share, the Company issued 38,461 and 19,720 Bonus Shares to Mr. Josephs and Mr. Lake, respectively.

  22. Fiscal Year 2025 Long-Term Incentive Compensation

    Fiscal Year 2025 Long-Term Incentive Compensation Lifecore provides long-term incentive compensation through equity-based awards intended to align the interests of executive officers with those of the stockholders by creating an incentive for officers to maximize long-term stockholder value. At the same time, our long-term awards are designed to encourage officers to remain employed with Lifecore despite a competitive labor market in our industry. Awards to eligible employees are generally made on an annual basis. Annual equity awards historically have taken the form of stock options and RSUs. The RSUs typically vest on the third anniversary of the grant date. Stock option awards provide that one-third vests on the first anniversary of the grant date and then 1/36th of the remaining unvested amount vests each month thereafter. Lifecore has historically granted stock options because they can be an effective tool for meeting Lifecore’s goal of increasing long-term stockholder value and allow holders to benefit only if Lifecore’s stock price increases in value over the stock option’s exercise price. Lifecore has historically granted RSUs because they provide more certain value to employees than stock options, and therefore are efficient tools in retaining and motivating employees, while also serving as an incentive to increase the value of Lifecore’s stock. RSUs can be an efficient means of using equity plan share reserves because fewer RSUs are needed to provide a retention and incentive value as compared to awards of stock options. The long-term incentive awards granted to each executive officer was also determined based on a number of qualitative factors, considered holistically, including an analysis of competitive market data, the officer’s degree of responsibility, general level of performance, ability to affect future Company performance, and salary level, as well as prior years’ awards. The long-term incentive compensation to Messrs. Lake and Salus, which was a key part of their new-hire compensation package, is discussed below under “— Agreements with Named Executive Officers.” Mr. Josephs was not granted any long-term equity awards in fiscal year 2025 due to the significant new-hire equity awards that he was granted in May 2024. Mr. Morberg was not granted any annual equity awards for fiscal year 2025 but on October 9, 2024, received 4,505 shares in satisfaction of the $20,431 in bonus under the 2024 Annual Incentive Plan.

  23. Consideration of Risk in Compensation

    Consideration of Risk in Compensation In developing and reviewing our executive incentive programs, the Compensation Committee considers the risks inherent in the design of compensation arrangements to ensure they do not encourage executives to take unacceptable levels of business risk. As to the 2025 compensation program, the Compensation Committee considered compensation governance provisions and practices, including risk mitigating features and factors such as: (i) the 2025 Bonus Plan was based primarily on Adjusted EBITDA, which can be reconciled to a GAAP measure (net income), was subject to pre-defined adjustments and was the same metric that the Company publicly reports to investors; (ii) the maximum cash incentive that may be earned under the 2025 Bonus Plan was capped at 200% of a participant’s bonus opportunity at target; (iii) the majority of executive compensation was tied to long-term performance of the Company, with an emphasis on PSUs and RSUs; (iv) PSUs have a five year performance period and RSUs have a three year vesting period, encouraging executives to consider long-term company performance; and (v) the prohibition on hedging and pledging, the terms of the Company’s stock ownership guidelines, the clawback provisions of the compensation recoupment policy and other policies mitigate compensation-related risk. Based on the consideration of the above factors, the Company believes that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  24. Summary Compensation Table

    Summary Compensation Table The following table shows, for (i) Paul Josephs, who served as our President and Chief Executive Officer during fiscal year 2025 and for a portion of the fiscal year 2024 from May 20, 2024 to May 26, 2024, (ii) Ryan D. Lake, who served as our Chief Financial Officer for a portion of fiscal year 2025 beginning on September 3, 2024; (iii) Thomas D. Salus, who served as our Chief Legal and Administration Officer for a portion of fiscal year 2025 beginning April 14, 2025; and (iv) John D. Morberg, who served as our Executive Vice President, Chief Financial Officer, and Secretary during a portion of fiscal year 2025 ending on September 2, 2024 and in fiscal years 2024 and 2023 (together referred to as our “Named Executive Officers”), information concerning compensation earned for services in all capacities during the years indicated.

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Paul Josephs President and Chief Executive Officer | 2025 | 550,000 | 275,000 | 274,996 | — | — | 15,309 | 1,115,305 | | | 2024 | 10,557 | 125,000 | 10,111,500 | — | — | — | 10,247,057 | | Ryan D. Lake Executive Vice President, Chief Financial Officer | 2025 | 332,615 | 141,000 | 3,805,873 | — | — | 22,951 | 4,302,439 | | Thomas D. Salus Chief Legal and Administrative Officer | 2025 | 44,231 | — | 3,199,120 | 854,511 | — | 692 | 4,098,554 | | John D. Morberg Former Executive Vice President, Chief Financial Officer | 2025 | 130,968 | — | — | — | — | 625,226 | 756,194 | | | 2024 | 453,577 | — | 783,750 | — | 20,431 | 35,898 | 1,293,656 | | | 2023 | 433,359 | — | 202,685 | 203,594 | — | 87,457 | 927,095 |

  26. Summary Compensation Table

    (1)For fiscal year 2025, the amounts shown for Mr. Josephs and Mr. Lake represent the discretionary amounts approved by the Compensation Committee and the Board under the 2025 Bonus Plan. The amount shown for Mr. Josephs for fiscal year 2024 is a one-time new hire bonus. (2)The stock awards column reflects the aggregate grant date fair value of PSUs and RSUs, and the option awards column reflects the aggregate grant date fair value of stock option awards, each in the respective fiscal year, as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The assumptions made in these valuations are included in Note 13 — Stock-based compensation in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended May 25, 2025. For purposes of calculating the grant date fair value of PSU awards, we have used the Monte Carlo simulation model. These amounts do not reflect the actual economic value or gain that may be realized by our Named Executive Officers relating to these awards, as the amount of value realized by our executives may be significantly different than these figures depending on our future stock price performance. (3)The amount shown reflects the incentive amount earned by Mr. Morberg under the 2024 Annual Incentive Plan, which was delivered through the issuance of 4,505 shares of unrestricted Common Stock. (4)For fiscal year 2025 for Mr. Morberg, includes $584,391 in compensation and benefits in connection with his termination of employment on September 2, 2025 consisting of: (i) a cash amount equal to Mr. Morberg’s then-current annual base salary of $448,050, payable substantially equal installments over the 12-month period following the termination date; (ii) payment of the pro-rated target annual incentive award bonus for fiscal year 2025 equal to $72,577; (iii) $52,387 for accrued but unused paid time off; and (iv) $11,377 in the cost of Company-subsidized COBRA premium payments for Mr. Morberg and his covered dependents for up to the maximum period permitted under COBRA. Mr. Morberg also received accelerated vesting of all then-outstanding Company equity awards, compensation from which was reported in previous years in the stock awards and option awards columns. Also includes the following amounts for fiscal year 2025:

  27. Summary Compensation Table

    | Name | Company-Paid Life Insurance | 401k Match | Company-Paid Long Term Disability Insurance | Executive Medical | Total | | Mr. Josephs | 2,848 | 5,077 | 7,034 | 350 | 15,309 | | Mr. Lake | 592 | 11,569 | 3,488 | 7,302 | 22,951 | | Mr. Salus | 268 | — | 74 | 350 | 692 | | Mr. Morberg | 1,097 | 6,210 | 2,279 | 31,249 | 40,835 |

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows all plan-based awards granted to the Named Executive Officers during fiscal year 2025. The option awards and the unvested portion of the stock awards identified in the table below are also reported in the “Outstanding Equity Awards at Fiscal Year 2025 Year-End” table on the following page.

  29. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | All other option awards: Number of securities underlying options (4)(#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Target ($) | Maximum ($) | Maximum(#) | | | | | | Paul Josephs | 7/18/24 | 550,000 | 1,100,000 | — | — | — | — | — | | | 12/6/24 | — | — | — | 38,461 | — | — | 274,996 | | Ryan D. Lake | 9/3/24 | 282,000 | 564,000 | — | — | — | — | — | | | 9/3/24 | — | — | 750,000 | — | — | — | 2,517,750 | | | 9/3/24 | — | — | — | 262,500 | — | — | 1,147,125 | | | 12/6/24 | — | — | — | 19,720 | — | — | 140,998 | | Thomas D. Salus | 4/14/25 | — | — | 370,000 | — | — | — | 1,872,570 | | | 4/14/25 | — | — | — | — | 210,000 | 6.17 | 854,511 | | | 4/14/25 | — | — | — | 45,000 | — | — | 277,650 | | | 4/14/25 | — | — | — | 170,000 | — | — | 1,048,900 | | John D. Morberg | 7/18/24 | 268,830 | 537,660 | — | — | — | — | — |

  30. Grants of Plan-Based Awards

    (1)Amounts shown are potential amounts that may be earned under the 2025 Bonus Plan. The target amount is based on a percentage of the named executive officer’s fiscal year 2025 base salary. The threshold amount for all awards under the 2025 Bonus Plan is zero. In August 2025, Mr. Josephs and Mr. Lake received $275,000 and $141,000, respectively, in discretionary amounts approved by the Compensation Committee and the Board under the 2025 Bonus Plan (2)Represents PSUs granted to the Named Executive Officer, as set forth above in Section I of the CD&A. (3)Bonus Shares for 38,461 shares and 19,720 shares, as set forth in Section V of the CD&A. RSU award for 262,500 shares will vest and be settled as to 52,500 shares of the RSU on each of the first five anniversaries of September 3, 2024. RSU award for 45,000 shares will vest and be settled on the third anniversary of April 14, 2025. RSU award for 170,000 shares will vest and be settled as to 56,666 shares on each of the first two anniversaries of April 14, 2025 and as to 56,668 shares on the third anniversary of April 14, 2025. The vesting of the RSU awards is subject to continued employment. (4)Stock option with a term of seven years that will vest and be exercisable as to 1/3 of the shares on the first anniversary of April 14, 2025, and as to 1/36th of the shares on each monthly anniversary thereafter, subject to continued employment.

  31. Outstanding Equity Awards at May 25, 2025

    Outstanding Equity Awards at May 25, 2025 The following table shows all outstanding equity awards held by the Named Executive Officers at the end of fiscal year 2025.

  32. Outstanding Equity Awards at May 25, 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares Or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Paul Josephs | 5/20/24 | — | — | — | — | — | — | 1,500,000 | 10,080,000 | | | 5/20/24 | — | — | — | — | 400,000 | 2,688,000 | — | — | | Ryan D. Lake | 9/3/24 | — | — | — | — | 262,500 | 1,764,000 | — | — | | | 9/3/24 | — | — | — | — | — | — | 675,000 | 4,536,000 | | Thomas D. Salus | 4/14/25 | — | 210,000 | 6.17 | 4/14/32 | — | — | — | — | | | 4/14/25 | — | — | — | — | — | — | 370,000 | 2,486,400 | | | 4/14/25 | — | — | — | — | 45,000 | 302,400 | — | — | | | 4/14/25 | — | — | — | — | 170,000 | 1,142,400 | — | — |

  33. Outstanding Equity Awards at May 25, 2025

    (1)Stock option with a term of seven years that will vest and be exercisable as to 1/3 of the shares on the first anniversary of April 14, 2025, and as to 1/36th of the shares on each monthly anniversary thereafter, subject to continued employment. (2)RSU award for 400,000 shares will vest and be settled as to 100,000 shares of the RSU on the next four anniversaries of May 20, 2024. RSU award for 262,500 shares will vest and be settled as to 52,500 shares of the RSU on each of the first five anniversaries of September 3, 2024. RSU award for 45,000 shares will vest and be settled on the third anniversary of April 14, 2025. RSU award for 170,000 shares will vest and be settled as to 56,666 shares on each of the first two anniversaries of April 14, 2025 and as to 56,668 shares on the third anniversary of April 14, 2025. The vesting of the RSU awards is subject to continued employment. (3)Value of RSUs and PSUs is based on the closing price of the Common Stock of $6.72 on May 23, 2025 (the last trading day of our fiscal year) as reported on Nasdaq. However, the PSU award will vest, if at all, based upon the average 20 day stock price achievement within the five-year performance period as compared to a range of ten prices from $7.50 per share to $35.00 per share in the case of Messrs. Josephs and Salus and $5.00 per share to $30.00 per share in the case of Mr. Lake.

  34. Option Exercises and Stock Vested For Fiscal Year 2025

    Option Exercises and Stock Vested For Fiscal Year 2025 The following table shows all stock options exercised and the value realized upon exercise and the number of stock awards vested and the value realized upon vesting by the Named Executive Officers during fiscal year 2025.

  35. Option Exercises and Stock Vested For Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Paul Josephs | — | — | 138,461 | $937,996 | | Ryan D. Lake | — | — | 94,720 | $522,748 | | Thomas D. Salus | — | — | — | $— | | John D. Morberg | — | — | 118,128 | $631,722 |

  36. Option Exercises and Stock Vested For Fiscal Year 2025

    (1)The value realized on vesting a stock award is determined by multiplying (a) the number of shares of Common Stock vesting by (b) the market price of our Common Stock on the vesting day.

  37. Pay Versus Performance

    Pay Versus Performance Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: 1.A description of our most important measures that our Compensation Committee used in fiscal year 2025 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) to Company performance; 2.A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and 3.Graphs that describe: •the relationships between CAP and our cumulative total shareholder return (“TSR”), GAAP Net Income, and our Company selected measure, Adjusted EBITDA (defined as EBITDA, excluding restructuring charges, other non-recurring charges, and management fees, and including cost of bonuses); and •the relationship between our TSR and the TSR of the Nasdaq Industrial Index (“Peer Group TSR”).

  38. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the SCT, the CAP to our PEO 1 (Albert David Bolles, President and Chief Executive Officer from 05/28/2019 to 8/10/2022) and PEO 2 (James G. Hall, CEO from 8/10/2022 to 5/19/2024) and PEO 3 (Paul Josephs, CEO since 5/20/2024) and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, peer group TSR, our net income, and our Company Selected Measure, Adjusted EBITDA.

  39. Pay Versus Performance Table

    | Fiscal Year | SCT Total for PEO | CAP to PEO | SCT Total for PEO 2 | CAP to PEO 2 | SCT Total for PEO 3 | CAP to PEO 3 | Average SCT Total for non-PEO NEOs | Average CAP to non-PEO NEO’s | TSR | Peer Group TSR | Net (Loss) Income ($M) | Adjusted EBITDA ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (j) | (j) | (k) | | 2025 | N/A | N/A | N/A | N/A | $1,115,305 | $831,113 | $3,052,396 | $3,948,495 | $62.98 | $161.90 | $(38.70) | $19.5 | | 2024 | N/A | N/A | $2,491,413 | $1,688,561 | $10,247,057 | $11,523,932 | $1,293,936 | $950,826 | $52.67 | $136.18 | $12.0 | $26.2 | | 2023 | $1,341,438 | $640,585 | $1,764,213 | $1,395,472 | N/A | N/A | $927,096 | $777,243 | $74.41 | $116.26 | $(99.6) | $7.8 | | 2022 | $956,810 | $711,502 | N/A | N/A | N/A | N/A | $687,606 | $451,471 | $92.50 | $119.75 | $(116.7) | $17.8 | | 2021 | $1,131,299 | $1,665,818 | N/A | N/A | N/A | N/A | $624,189 | $696,568 | $112.18 | $146.72 | $(32.3) | $17.9 |

  40. Pay Versus Performance Table

    (1)The dollar amounts reported in column (b) and (d) and (f) are the aggregate amounts of total compensation reported for PEO 1 (Bolles) PEO 2 (Hall) and PEO 3 (Josephs) respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (2)The dollar amounts reported in column (c), (e), (g) and (i) represent the amount of “compensation actually paid” (otherwise known as CAP), as computed in accordance with SEC rules. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments:

  41. Pay Versus Performance Table

    | Fiscal Year | | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Prior Awards (ii) | Change in Value of Vested Awards (iii) | Prior Year End Value of Failed to Vest Awards (iv) | CAP | | 2025 | PEO3 | $1,115,305 | $(274,996) | $— | $(284,000) | $274,804.00 | $— | $831,113 | | | NEOs | $3,052,396 | $(2,619,835) | $3,367,074 | $(32,167) | $181,027.00 | $— | $3,948,495 | | 2024 | PEO2 | $2,491,413 | $(1,856,250) | $1,264,500 | $(211,102) | $— | $— | $1,688,561 | | | PEO3 | $10,247,057 | $(10,111,500) | $11,240,000 | $— | $148,375 | $— | $11,523,932 | | | NEOs | $1,293,936 | $(783,750) | $533,900 | $(93,260) | $— | $— | $950,826 | | 2023 | PEO1 | $1,341,438 | $— | $— | $— | $(118,193) | $(582,660) | $640,585 | | | PEO2 | $1,764,213 | $(1,240,611) | $900,825 | $9,307 | $(38,262) | $— | $1,395,472 | | | NEOs | $927,096 | $(406,279) | $321,723 | $(22,143) | $(43,154) | $— | $777,243 | | 2022 | PEO1 | $956,810 | $(268,616) | $186,013 | $60,856 | $(223,561) | $— | $711,502 | | | NEOs | $687,606 | $(152,216) | $86,806 | $(62,463) | $(42,030) | $(66,233) | $451,471 | | 2021 | PEO1 | $1,131,299 | $(141,840) | $480,384 | $183,014 | $12,961 | $— | $1,665,818 | | | NEOs | $624,189 | $(185,062) | $196,183 | $40,880 | $45,120 | $(24,741) | $696,568 |

  42. Pay Versus Performance Table

    (a)The dollar amounts reported in the SCT for the applicable year, plus: (b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the SCT for the applicable year plus: The recalculated value of equity awards for each applicable year including: (i)Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year; (ii)Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years; (iii)Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in the Current Year and Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year; (iv)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. (3)The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

  43. Pay Versus Performance Table

    | 2025 | Ryan D. Lake, Thomas D. Salus and John D. Morberg | | 2024 | John D. Morberg | | 2023 | John D. Morberg | | 2022 | John D. Morberg, James G. Hall, and Timothy Burgess | | 2021 | John D. Morberg, Brian McLaughlin, James G. Hall, Timothy Burgess, and Dawn Kimball |

  44. Pay Versus Performance Table

    (4)TSR determined in Column (j) is based on the value of an initial fixed investment of $100 as of May 31, 2020. (5)The Peer Group TSR set forth in this table utilizes the Nasdaq Industrial Index.

  45. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following describes the potential payments upon termination or change in control, based on the arrangements with our named executive officers in effect as of May 25, 2025, the last day of our fiscal year 2025. For a summary of the provisions of agreements with the named executive officers as they relate to potential payments upon termination of employment or change in control, see “Compensation Discussion and Analysis – Agreements with Named Executive Officers.” Mr. Morberg’s employment terminated on September 2, 2024, and his payments upon termination are also described under “Compensation Discussion and Analysis – Agreements with Named Executive Officers” and quantified in the “Summary Compensation Table.” As of May 25, 2025, Mr. Josephs was a participant in the Executive Change in Control Severance Plan at the “Tier 1” level and Messrs. Lake and Salus were participants in the Severance Plan at the “Tier 2” level. The Severance Plan provides for the payment of cash severance and other benefits to participants in the event of a qualifying termination of employment in connection with a change in control. “Qualifying termination” means a termination of the participant’s employment by the Company or an applicable subsidiary without cause, or by the Participant for good reason, in either case on or within two years following a change in control. Participants with “Tier 1” benefits under the Severance Plan are entitled to (1) cash salary severance equal to 100% of base compensation; (2) incentive compensation severance equal to 100% of target level incentive compensation; (3) full vesting and acceleration of outstanding equity awards (other than performance-based awards, which will vest based on the assumption that “target” levels of performance have been achieved unless otherwise specified in the award agreement; and (4) Lifecore payment or reimbursement for 12 months of premiums for COBRA coverage. Participants with “Tier 2” benefits under the Severance Plan are entitled to the same benefits as Tier 1 except that the cash salary severance and incentive compensation severance is set at 75%. In addition, both Tier 1 and Tier 2 participants will receive an amount equal to the participant’s target incentive compensation for the year of termination, pro-rated for the number of days the participant was employed in the year. In the event that the payments or benefits provided by the Severance Plan would result in all or a portion of such amount being subject to excise tax, then the participant will be entitled to either the full amount of the payments or value of benefits under the Severance Plan or such lesser amount that would result in no portion of the payment being subject to excise tax, whichever results in the receipt by the participant of the greatest amount on a net, after-tax basis. These Severance Plan benefits are conditioned upon the participant’s execution of a general release and compliance with any restrictive covenants agreement. In the case of the value of accelerated equity awards set forth below, the value is based on a share price of $6.72, which was the closing sales price for a share of our Common Stock on the Nasdaq on May 23, 2025, the last business day before the end of fiscal year 2025. The value of accelerated lapse of RSUs is determined by multiplying the closing share price by the number of RSUs whose lapse of restrictions is accelerated. As provided in the PSU award agreements with each of Messrs. Josephs, Lake and Salus, the PSUs will vest based on a performance vesting percentage that assumes that the performance price is equal to the per share consideration received by holders of shares in the change in control, which will be the “target” level of performance as described in the Severance Plan. Accordingly, for the purposes of the tables below, we assumed that the per share consideration received by holders of shares in the change of control was $6.72, which would result in no portion of the PSUs being vested for Messrs. Josephs or Salus as their PSUs do not vest at prices below $7.50 per share. For Mr. Lake, no portion of his PSU would be vested at an assumed change of control price of $6.72 since 75,000 shares vested at the minimum $5.00 per share price in October 2024 and the next vesting price is $7.50 per share. Neither Mr. Josephs nor Mr. Lake held any stock options at May 25, 2025. As of May 25, 2025, the outstanding 210,000 share stock option held by Mr. Salus had an exercise price of $6.17 per share and the value associated with the accelerated vesting of stock options is determined using the difference between that closing share price and the applicable option exercise price multiplied by the number of option shares whose exercisability is accelerated. If the employment of Messrs. Joseph, Lake or Salus with Lifecore had been terminated without cause or for good reason in connection with a change in control of Lifecore on May 25, 2025, the total compensation payable to such named executive officer based on the Severance Plan level and his agreements and arrangements in effect as of May 25, 2025 would be as follows:

  46. Potential Payments upon Termination or Change in Control

    | Name | Cash Severance | Pro-rated Bonus for Year of Termination (1) | Accelerated Vesting of Equity Awards (2) | Post-Termination Health Insurance Premiums (3) | Total | | Paul Josephs | $1,100,000 | $550,000 | $2,688,000 | $22,039 | $4,360,039 | | Ryan D. Lake | $564,000 | $203,967 | $1,764,000 | $22,039 | $2,554,006 | | Thomas D. Salus | $517,500 | $— | $1,560,300 | $22,039 | $2,099,839 |

  47. Potential Payments upon Termination or Change in Control

    (1)For Messrs. Lake and Salus, pro-rated based on days of service in the fiscal year. (2)Represents acceleration in full of RSUs and stock options outstanding at May 25, 2025. The value of accelerated stock options is determined using the difference between the closing share price on May 25, 2025 and the applicable option exercise price multiplied by the number of option shares whose exercisability is accelerated. The value of accelerated lapse of restricted stock is determined by multiplying the closing share price on May 25, 2025 by the number of shares of restricted stock whose lapse of restrictions is accelerated. (3)Premiums for 12 months continuing COBRA coverage. If the employment of Messrs. Joseph, Lake or Salus with Lifecore had been terminated on May 25, 2025 without cause or for good reason other than in connection with a change in control of Lifecore, the total compensation payable to such named executive officer based on the Severance Plan and his agreements and arrangements in effect as of May 25, 2025 would be as follows:

  48. Potential Payments upon Termination or Change in Control

    | Name | Cash Severance | Pro-rated Bonus for Year of Termination (1) | Accelerated Vesting of Equity Awards (2) | Post-Termination Health Insurance Premiums (3) | Executive Outplacement (4) | Total | | Paul Josephs | $1,100,000 | $550,000 | $2,688,000 | $22,039 | $— | $4,360,039 | | Ryan D. Lake | $564,000 | $203,967 | $1,764,000 | $22,039 | $14,000 | $2,568,006 | | Thomas D. Salus | $517,500 | $— | $1,560,300 | $22,039 | $14,000 | $2,113,839 |

  49. Potential Payments upon Termination or Change in Control

    (1)For Messrs. Lake and Salus, pro-rated based on days of service in the fiscal year. (2)Represents acceleration in full of RSUs and stock options outstanding at May 25, 2025. The value of accelerated stock options is determined using the difference between the closing share price on May 25, 2025 and the applicable option exercise price multiplied by the number of option shares whose exercisability is accelerated. The value of accelerated lapse of restricted stock is determined by multiplying the closing share price on May 25, 2025 by the number of shares of restricted stock whose lapse of restrictions is accelerated. (3)Premiums for 12 months continuing COBRA coverage. (4)Represents Lifecore cost for executive outplacement services for 12 months.

  50. CEO Pay Ratio

    CEO Pay Ratio The following table sets forth the ratio of the total compensation of the Company’s CEO for fiscal year 2025, Paul Josephs, to that of our median compensated employee for the fiscal year ended May 25, 2025.

  51. CEO Pay Ratio

    | CEO total annual compensation | $1,115,305 | | Median Employee total annual compensation | $72,982 | | Ratio of CEO to Median Employee total annual compensation | 15:1 |

  52. CEO Pay Ratio

    To determine the CEO’s total annual compensation, we used the amount reported in the 2025 “Total” column of our Summary Compensation Table included in this Proxy Statement. Lifecore has elected to identify its median employee every three years unless a significant change in employee population or employee compensation arrangements has occurred. In determining the median compensated employee, we used base salary and actual bonus as the consistently applied compensation metric to determine the median compensated employee. If this resulted in more than one individual at the median level, we assessed the grant date fair value of standard equity awards for these individuals and selected the employee with the median award value. We calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation Table.