DEF 14A of Village Farms International, Inc., Apr 29, 2026

DEF 14A of Village Farms International, Inc.

Filed Apr 29, 2026 · FY20250001193125-26-192149

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, seven of which 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 “Withhold” 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 | 85 | Chairman of the Board of Directors* | | John P. Henry | 78 | Director* | | David Holewinski | 87 | Director* | | Kathleen M. Mahoney | 71 | Director* | | Christopher C. Woodward | 69 | Director* | | Carolyn Hauger | 64 | Director* | | Michael A. DeGiglio | 71 | Chief Executive Officer and Director |

  3. ITEM NO. 1—ELECTION OF DIRECTORS

    * Denotes independent director within the meaning of Nasdaq and SEC rules and regulations. In light of Mr. Stephen C. Ruffini's anticipated transition within the Company into a role focused on strategic mergers and acquisitions activities, the Company determined not to nominate him for re-election as a director. 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 City Office REIT (NYSE) and Canadian Urban Ltd., a private company, and previously served as a director of A&W Revenue Royalties Income Fund. 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 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 Collage 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 an Advisory Board position with 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. Mr. DeGiglio is also a member of the board of directors for Vanguard Food, LP. 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. Other Directorships Other than as indicated within this section under the caption titled “Business Experience of Directors” above, none of our directors hold or have been nominated to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1933, as amended, or any company registered as an investment company under the Investment Company Act of 1940, as amended. 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 with NEOs

    Employment Agreements with NEOs Mr. DeGiglio’s current employment agreement became effective August 15, 2024 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 $1,047,840 (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 quantitative and qualitative 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, and the LTIP (as defined below), which provides for Restricted Share grants to eligible employees, 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. Also, if terminated without cause or if Mr. DeGiglio resigns for Good Reason (as defined below), he is entitled to a lump sum payment of 36 months of his then-current base salary and a pro-rata short-term bonus amount for the year of termination payable within thirty days of his last date of employment, as well as continued participation in any welfare benefit plans for an 18-month post-termination period. The lump sum payment is subject to Mr. DeGiglio’s execution of the Company’s release of claims agreement. Under the employment agreement, the Company can terminate Mr. DeGiglio for cause with no severance payments. Mr. DeGiglio's employment agreement prohibits him from competitive business activity during his tenure and for 36 months following termination of employment. 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 continuing for more than ten days after notice is provided by Mr. DeGiglio, (iii) a change in primary office location that increases Mr. DeGiglio’s commute by more than 35 miles without his consent, or (iv) a change in control of the Company as defined in the employment agreement, unless Mr. DeGiglio is offered employment terms following the change in control that does not constitute Good Reason under (i), (ii), and (iii) above. 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 $540,000 (subject to further increases but not decreases as the Board shall determine) and he is 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, and the LTIP, which provides for Restricted Share grants to eligible employees, 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. Also, if terminated without cause or if Mr. Ruffini resigns for Good Reason (as defined below), he is entitled to a lump sum payment of 18 months of his then-current base salary and a pro-rata bonus amount for the year of termination payable within thirty days of his last date of employment, as well as 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's employment agreement prohibits him from competitive business activity during his tenure and for 18 months following termination of employment. Mr. Ruffini may also terminate his employment agreement with or without Good Reason by providing the Chief Executive Officer 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 for more than ten days after notice is provided by Mr. Ruffini, (iii) a change in primary office location that increases Mr. Ruffini’s commute by more than 15 miles without his consent, or (iv) a change in control of the Company as defined in the employment agreement. Ms. Gillin Lefever's employment agreement became effective June 1, 2024 with an initial term of two years. Under the terms of the employment agreement, Ms. Gillin Lefever's employment term will be automatically renewed for successive one-year periods unless either Ms. Gillin Lefever or the Company provides 60-day advance notice of non-renewal of then-current term. The employment agreement entitles Ms. Gillin Lefever to receive a base salary of $475,000 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 the attainment of one or more Company and individual performance goals, as established by the Company in consultation with Ms. Gillin Lefever prior to the commencement of the relevant fiscal year. Ms. Gillin Lefever is entitled to 20 days of vacation. She is entitled to participate in the Equity Plan, which provides for grants of Options and other awards, and the LTIP, which provides for Restricted Share grants to eligible employees, as well as in our 401(k) Plan and 409A Plan and other welfare benefit plans including health and dental benefit plans.

  6. Employment Agreements with NEOs

    Pursuant to Ms. Gillin Lefever’s employment agreement, Ms. Gillin Lefever is entitled to receive severance benefits in the following manner. If Ms. Gillin Lefever were to die or become disabled during the term of her employment agreement, she is entitled to receive her then-current base salary and benefits for the greater of the remaining term of the agreement or 12-months. Also, if terminated without cause or if Ms. Gillin Lefever resigns for Good Reason (as defined below), she is entitled to a lump sum payment of 18 months of her then-current base salary and a pro-rata bonus amount for the year of termination payable within thirty days of her last date of employment, as well continued participation in any welfare benefit plans for an 18-month post-termination period. The Company may terminate Ms. Gillin Lefever for cause with no severance payments. Ms. Gillin Lefever’s employment agreement prohibits her from competitive business activity during her tenure and for 18 months following termination of employment. Ms. Gillin Lefever may also terminate her employment agreement with or without Good Reason by providing the Company with a 30-day notice. “Good Reason” under the agreement means (i) a change materially adverse to Ms. Gillin Lefever’s position, authorities, functions, powers, responsibilities, or duties continuing for more than 30 days after notice is provided by Ms. Gillin Lefever (must be within 30 days of the change), (ii) a breach of the employment agreement by the Company continuing for more than 30 days after notice is provided by Ms. Gillin Lefever (must be within 30 days of the breach), or (iii) a change in control of the Company as defined in the employment agreement.

  7. Summary Compensation Table

    Summary Compensation Table The following table details the compensation information for the fiscal years ended December 31, 2025 and 2024 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 ($) | Bonus ($) | Stock Awards ($) (10) | All Other Compensation ($) | Total ($) | | Michael A. DeGiglio Chief Executive Officer | 2025 | 1,078,403 | 2,570,000(7) | 103,935(1) | 30,831(2) | 3,783,169 | | | 2024 | 1,032,729 | – | 630,000(1) | 30,823(2) | 1,693,552 | | Stephen C. Ruffini Chief Financial Officer | 2025 | 549,449 | 728,100(8) | 53,563(3) | 8,351(4) | 1,339,463 | | | 2024 | 540,091 | – | 250,000(3) | 11,291(4) | 801,382 | | Ann Gillin Lefever Chief Operating Officer | 2025 | 512,917 | 786,750(9) | 47,115(5) | 6,637(6) | 1,353,419 | | | 2024 | 433,335 | – | 250,000(5) | 2,512(6) | 685,847 |

  9. Summary Compensation Table

    (1) On April 1, 2025, Mr. DeGiglio was granted 173,225 Restricted Shares in accordance with the :LTIP. Ninety percent (90%) of such Restricted Shares are subject to a time-based vesting in three equal installments on each of the first three anniversaries of the award date, and the remaining ten percent (10%) of such Restricted Shares are eligible to vest if the Company's stock price is equal to or greater than US$3.00 as of the close of trading on December 31, 2027, in each case, subject to Mr. DeGiglio remaining actively employed by the Company on the applicable vesting date. On August 30, 2024, the Board approved the issuance of 600,000 Restricted Shares to Mr. DeGiglio, which became fully vested on September 3, 2024 following the satisfaction of the applicable performance conditions. (2) Mr. DeGiglio received a $24,000 auto allowance and $6,831 in employer 401(k) matches during 2025 and a $24,000 auto allowance and $6,823 in employer 401(k) matches during 2024. (3) On April 1, 2025, Mr. Ruffini was granted 89,271 Restricted Shares in accordance with the LTIP. Ninety percent (90%) of such Restricted Shares are subject to a time-based vesting in three equal installments on each of the first three anniversaries of the award date, and the remaining ten percent (10%) of such Restricted Shares are eligible to vest if the Company's stock price is equal to or greater than US$3.00 as of the close of trading on December 31, 2027, in each case, subject to Mr. Ruffini remaining actively employed by the Company on the applicable vesting date. On May 10, 2024, the Board approved the issuance of 190,839 Shares to Mr. Ruffini, which were fully vested on the issuance date.[1] (4) Mr. Ruffini received $8,351 and $11,291 in employer 401(k) matches during fiscal years 2025 and 2024, respectively. (5) On April 1, 2025, Ms. Gillin Lefever was granted 78,525 Restricted Shares in accordance with the LTIP. Ninety percent (90%) of such Restricted Shares are subject to a time-based vesting in three equal installments on each of the first three anniversaries of the award date, and the remaining ten percent (10%) of such Restricted Shares are eligible to vest if the Company's stock price is equal to or greater than US$3.00 as of the close of trading on December 31, 2027, in each case, subject to Ms. Gillin Lefever remaining actively employed by the Company on the applicable vesting date. On May 10, 2024, the Board approved the issuance of 190,839 Shares to Ms. Gillin Lefever, which were fully vested on the issuance date.[2] (6) Ms. Gillin Lefever received $6,637 and $2,512 in employer 401(k) matches during fiscal years 2025 and 2024, respectively. (7) This amount represents a special bonus of $1,000,000 paid to Mr. DeGiglio in recognition of his contributions to the joint venture transaction consummated by the Company in 2025 (the “JV Transaction”) and an annual bonus of $1,570.000 earned by Mr. DeGiglio in respect of fiscal year 2025 that was paid in 2026. (8) This amount consists of a special bonus of $250,000 paid to Mr. Ruffini in recognition of his contributions to the JV Transaction, an annual bonus of $200,000 earned by Mr. Ruffini in respect of fiscal year 2024 that was paid in 2025 and an annual bonus of $278,100 earned by Mr. Ruffini in respect of fiscal year 2025 that was paid in 2026. (9) This amount consists of a special bonus of $ 100,000 paid to Ms. Gillin Lefever in recognition of her contributions to the JV Transaction, an annual bonus of $308,750 earned by Ms. Gillin Lefever in respect of fiscal year 2024 that is paid in 2025 and an annual bonus of $378,000 earned by Ms. Gillin Lefever in respect of fiscal year 2025 that was paid in 2026. The amounts listed in this column represent the grant date fair value of Restricted Shares granted to the NEOs during the applicable fiscal year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For additional information regarding the assumptions used in calculating these amounts, see Note 17 to the consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2025. 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 $23,500 for 2025 ($31,000 for employees over fifty-five). For the calendar year ended December 31, 2025, the Company matched 100% of a participant’s first 1% contribution and 50% on each participant’s contributions of 2% to 6%, with a two-year vesting period on the Company’s matching contributions. 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 ($) (1) | Option Expiration Date | Number of shares or units of stock that have not vested (#) (2) | Market value of shares or units of stock that have not vested ($) (3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) (4) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (5) | | Michael A. DeGiglio | 100,000 | — | $13.60 | March 12, 2029 | | | — | — | | | 300,000 | — | $4.68 | September 30, 2030 | | | — | — | | | — | 33,334(4) | $1.08 | February 1, 2033 | | | — | — | | | | | | | 155,902 | 569,042 | 17,323 | 63,229 | | Stephen C. Ruffini | 100,000 | — | $13.60 | March 12, 2029 | | | — | — | | | 200,000 | — | $5.29 | May 29, 2030 | | | — | — | | | 100,000 | — | $6.23 | December 2, 2031 | | | — | — | | | 133,334 | 66,666(4) | $1.08 | February 1, 2033 | | | — | — | | | — | 200,000(5) | $0.93 | May 16, 2030 | | | — | — | | | | | | | 80343 | 293,252 | 8,928 | 32,587 | | Ann Gillin Lefever | 100,000 | — | $5.20 | February 7, 2032 | | | — | — | | | 133,334 | 66,666(4) | $1.08 | February 1, 2033 | | | — | — | | | 66,666 | 133,334(6) | $1.33 | May 7, 2029 | | | — | — | | | | | | | 70,674 | 257,960 | 7,851 | 28,656 |

  12. Outstanding Equity Awards at Fiscal Year-End

    The Option Exercise Price is in USD. The amounts reported in this column represent the number of Restricted Shares held by the applicable NEO as of December 31, 2025 that are subject to a time-based vesting in three equal installments on each of April 1, 2026, April 1, 2027 and April 2028, subject to the applicable NEO remaining actively employed by the Company on the applicable vesting date. The amounts reported in this column represent the aggregate market value of the Restricted Shares described in footnote (2) to this table, based on the closing market price of the Company’s stock on December 31, 2025, or $3.65. (4) The amounts reported in this column represent the number of Restricted Shares held by the applicable NEO as of December 31, 2025 that are eligible to vest if the Company's stock price is equal to or greater than US$3.00 as of the close of trading on December 31, 2027, subject to the applicable NEO remaining actively employed by the Company on December 31, 2027. (5) The amounts reported in this column represent the aggregate market value of the Restricted Shares described in footnote (4) to this table, based on the closing market price of the Company’s stock on December 31, 2025, or $3.65. (6) The Options were issued on February 1, 2023 and 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. (7) The Options were issued on May 16, 2025 and 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. (8) The Option were issued on May 7, 2024 and 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. Equity-Based Compensation The Company adopted an equity compensation plan (the “Equity Plan”), effective December 31, 2009, in order to attract and retain directors, officers, employees and other service providers to the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company. The Equity Plan was most recently approved by the Company’ shareholders on June 10, 2021. Under the Equity Plan, the Company is authorized to award Options, stock appreciation rights, deferred share units, restricted share units (“RSUs”), restricted stock and other share-based awards, which may be settled in Shares issued from the treasury or in cash. Options granted under the Equity Plan generally have a ten-year or five-year term and vest in three equal installments on each of the first three anniversaries of the grant date. The Company also adopted a long-term incentive plan (the “LTIP”), effective January 1, 2025, in order to motivate, reward and retain certain top performing eligible employees who are important to the Company’s success and provide competitive compensation incentives relating directly to the long-term financial performance and growth of the Company. Under the LTIP, the Company is authorized to grant Restricted Shares to eligible employees who are employed on or before April 1 of the applicable fiscal year. Restricted Shares granted under the LTIP are subject to the following vesting conditions: 90% of the Restricted Shares granted to an eligible employee are subject to a time-based vesting in three equal installments on each of the first three anniversaries of the award date, and the remaining 10% of the Restricted Shares are eligible to vest if the Company's stock price is equal to or greater than US$3.00 as of the close of trading on December 31, 2027, in each case, subject to the employee remaining actively employed by the Company on the applicable vesting date. The LTIP provides for a full acceleration of vesting of the outstanding Restricted Shares held by an employee if the employee’s employment is terminated by the Company without “cause” or by the employee for “good reason” (each such term as defined in the LTIP) if such termination occurs within two years after the Company’s “change in control” (as defined in the LTIP). All awards of Restricted Shares under the LTIP are also subject to any additional provisions governing restricted shares under the Equity Plan. Equity Grant Process Grants of restricted share units ("RSUs"), options and other equity awards to our executive officers are approved by the Compensation Committee at regularly scheduled meetings, or sometimes by unanimous written consent. We have no practice of timing grants of equity awards to coordinate with the release of material nonpublic information, nor have we timed the release of material nonpublic information for the purpose of affecting the value of any compensation of our executive officers. If the Company determines that it is in possession of material nonpublic information on or around an anticipated grant date, the Compensation Committee has the authority to defer the grant date until a date on which the Company is not in possession of material nonpublic information. During 2025, we did not make any equity grants to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.

  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 principal executive officer (the "PEO") and the non-PEO 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 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, 2025, 2024 and 2023 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”) | Net Income (Loss)(5) | | 2025 | $3,783,169 | $4,568,142 | $1,346,441 | $2,138,179 | $272 | $32,441,000 | | 2024 | $1,693,552 | $1,663,550 | $743,615 | $743,507 | $58 | $(33,850,000) | | 2023 | $1,240,791 | $1,219,051 | $562,612 | $535,095 | $57 | $(34,798,000) |

  16. Pay Versus Performance Table

    (1) Michael A. DeGiglio served as the principal executive officer of the Company during 2025, 2024 and 2023. (2) The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the 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 include Stephen C. Ruffini and Ann Gillin Lefever. (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 | | 2025 | PEO | $3,783,169 | $(103,935) | $63,229 | $85,668 | $— | $740,010 | $— | $— | $4,568,142 | | 2025 | NEOs | $1,346,441 | $(50,339) | $30,622 | $597,789 | $— | $213,667 | $— | $— | $2,138,179 | | 2024 | PEO | $1,693,552 | $(630,000) | $— | $(4) | $600,000 | $2 | $— | $— | $1,663,550 | | 2024 | NEOs | $743,615 | $(250,000) | $— | $(60) | $250,000 | $(48) | $— | $— | $743,507 | | 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 |

  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, 2022, 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) | Stock 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) | $65,833 | $100,000 | $165,833 | | David Holewinski(2) | $60,000 | $100,000 | $160,000 | | Kathleen M. Mahoney(2) | $66,250 | $100,000 | $166,250 | | Carolyn Hauger(2) | $60,000 | $100,000 | $160,000 |