DEF 14A of HF Foods Group Inc., Apr 24, 2026

DEF 14A of HF Foods Group Inc.

Filed Apr 24, 2026 · FY20250001680873-26-000021

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our bylaws provide that the Board of Directors shall consist of one or more members. The exact number of directors shall be fixed by and may be changed from time to time by resolution of the Board of Directors. The Board of Directors adopted a resolution on December 13, 2021, to provide that there shall be a total of five (5) directors, who shall hold office until each such director’s successor is elected and qualified, or until such director’s earlier resignation or removal. On March 26, 2026, the Board of Directors adopted a resolution stating the Board of Directors shall be reduced to four (4) directors, who shall hold office until each such director’s successor is elected and qualified, or until such director’s earlier resignation or removal. Our Board of Directors currently consists of four directors: Xi “Felix” Lin, Richard Diaz, Dennis Lam, and Jeffery Taylor. Xi “Felix” Lin and Richard Diaz were elected by our stockholders at our 2025 Annual Meeting of Stockholders. Upon the recommendation of our Chief Executive Officer, and the Nomination and Governance Committee (the “Nominating Committee), the Board of Directors appointed Dennis Lam and Jeffery Taylor as directors of the Company, effective June 4, 2025 and October 13, 2025, respectively. The Board of Directors, acting upon the recommendation of the Nominating Committee has unanimously recommended Xi “Felix” Lin, Richard Diaz, Dennis Lam, and Jeffery Taylor as nominees to our Board of Directors. If elected or re-elected at the Annual Meeting, each of the nominees would serve until the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. The nominees have consented to being nominated and have expressed their intention to serve if elected. We have no reason to believe that the nominees will be unable to serve if elected to office and, to our knowledge, the nominees intend to serve the entire term for which election is sought. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board of Directors may elect to reduce its size. Only the nominees or substitute nominees designated by the Board of Directors will be eligible to stand for election as directors at the Annual Meeting. There are no arrangements or understandings between any director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee. There are no family relationships between any director, executive officer, or nominee for director of the Company.

  2. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In selecting nominees for director, without regard to the source of the recommendation, our Nominating Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating Committee may consider, among other things, the current size and composition of our Board of Directors, the needs of our Board of Directors, and the respective committees of our Board of Directors. Some of the qualifications that may be considered include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, leadership skills, potential conflicts of interest, and other commitments. Director candidates must have sufficient time available, in the judgment of our Nominating Committee, to perform all Board of Director and committee responsibilities. In addition, our Nominating Committee considers all applicable statutory and regulatory requirements and the requirements of any exchange upon which our common stock is listed or to which it may apply in the foreseeable future. Although our Board of Directors does not maintain a specific policy with respect to board diversity, we believe that our Board of Directors should be a diverse body, and our Nominating Committee considers a broad range of backgrounds and experiences in reviewing candidates for nomination to the Board of Directors. In making determinations regarding nominations of directors, our Nominating Committee may take into account the benefits of diverse viewpoints and other related factors as it oversees the annual Board of Director and committee evaluations. After completing its review and evaluation of director candidates, our Nominating Committee recommends to our full Board of Directors the director nominees for selection.

  3. Executive Summary

    Executive Summary The Company’s compensation program is designed to attract and retain the leadership talent necessary to guide our company through its turnaround and position it for sustainable growth in the specialty food service industry. We aim to reward executives for building out operational excellence, strengthening customer partnerships, and enhancing long-term shareholder value. •Market Competitiveness: We target total direct compensation — comprising base salary, annual incentives, and long-term incentives — around the 50th percentile of our defined peer group within the foodservice and broader consumer products sectors. Compensation levels may be adjusted based on other factors such as: complexity and criticality of executive duties and responsibilities, individual performance, experience, leadership impact, and internal equity. •Pay-for-Performance: A significant portion of executive compensation is at risk and tied to achievement of specific financial, operational, and strategic objectives that drive our turnaround, such as new facility launches, supply chain optimization, fleet upgrades, digital transformation, and M&A. •Alignment with Shareholders: Our long-term incentive programs emphasize equity-based compensation to align executives’ financial interests with those of shareholders, ensuring that rewards are realized only when sustained value is created. •Balanced Focus on Short and Long-Term Results: Our programs balance the need to deliver near-term performance improvements with the long-term goal of strengthening brand equity and operational scalability. •Transparency, Governance, and Accountability: The Compensation Committee of the Board of Directors oversees executive pay decisions by partnering with the CEO and key executives in ensuring they reflect Company performance, shareholder expectations, and industry best practices. The Committee retains flexibility to adjust programs as needed to support business stability during the turnaround period. Accomplishments and Challenges for 2025 and First Quarter of 2026 In fiscal year 2025, we continued to execute upon our strategic transformation plan, making significant strides in our centralized purchasing program, particularly in the seafood category, as well as our fleet and transportation initiatives. We completed the implementation of our modern ERP platform and digital supply chain and warehouse management system. In fiscal year 2025, net revenue was $1,228.3 million, compared to $1,201.7 million in 2024, an increase of $26.6 million, or 2.2%. This increase was primarily attributable to volume growth and improved pricing in Seafood and Meat & Poultry and volume growth in Commodity, partially offset by volume decreases within other categories. Gross profit was $207.6 million in 2025 compared to $205.2 million in 2024, an increase of $2.4 million, or 1.2%. The increase was primarily attributable to volume growth and improved pricing in Seafood and Meat & Poultry and volume growth in Commodity, partially offset by decreases in other categories. Gross profit margin of 16.9% for 2025 decreased from 17.1% in the prior year due to a shift in sales mix from Asian Specialty with higher margin to Meat and Poultry and Commodity with lower margins.

  4. Executive Compensation Philosophy

    Executive Compensation Philosophy The compensation program for the Company’s NEOs consists of the following components: •Base Salary: Provides fixed, competitive compensation to attract and retain high-caliber leaders with the industry experience and operational expertise needed to execute our turnaround plan. •Annual Incentive (Short-Term): Rewards achievement of annual performance goals such as EBITDA improvement, revenue growth in key channels, operational efficiency metrics (e.g., distribution reliability, fleet performance, etc.), and short-term progression of long-term transformation objectives. •Long-Term Incentives: Encourages sustained value creation through performance-based and time-based equity awards. Metrics may include market cap growth, total shareholder return, and multi-year profit growth, reinforcing long-term alignment with shareholders and long-term transformation/turnaround results. •Benefits and Perquisites: Provide competitive benefits that support executive well-being and productivity, consistent with industry norms which include 401(k) matching, relocation and housing benefits in certain circumstances, and standard heath insurance options. The Company does not have any excessive perks. Pay Mix The Company’s compensation mix is designed to align with the Company’s strategic objectives and performance goals, ensuring that executive pay reinforces the Company’s strategic priorities. The CEO and each of the other NEOs each receive compensation in each of these forms.

  5. Executive Compensation Philosophy

    | Element | Form | Purpose | Metrics | Time-Period | % of 2025 Pay Mix for NEOs (1) | | Base Salary | Cash | To attract and retain and to provide a competitive salary | | 1-year | 30% | | Annual Incentive Plan | Cash | To incentivize for overall company performance and individual objectives | •Financial Targets (70%) i.Net Revenue (10%) ii.Gross Profit (45%) iii.Internal Adjusted EBITDA(2) (45%) •Initiative Based Targets (30%) | 1-year performance period | 24% | | Equity Incentive Compensation | Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”) | To incentivize for long-term financial performance and drive long-term shareholder value. 50% granted as RSUs and 50% granted as PSUs. RSUs vest based on continued employment through vesting date or earlier vesting as specified. PSUs vest based on attainment of specified goals. | For PSUs: •Revenue (3) (25%) •Internal Adjusted EBITDA (25%) •Share Price (4) (50%) •The Compensation Committee has the ability to adjust payout based upon management’s achievement of significant milestones within the Company’s long-term strategic plan. (5) | 3-year performance period | 46% |

  6. Executive Compensation Process

    Executive Compensation Process Role of Compensation Committee The Compensation Committee regularly reviews compensation programs to ensure they remain competitive, performance-driven, and responsive to the Company’s evolving strategic priorities. Independent compensation consultants and market data are used to validate pay positioning and inventive designs. This includes an annual review of peer groups used for benchmarking to ensure market competitiveness. The Company’s transformational strategy, which focuses on key initiatives like digital transformation, facility upgrades, fleet upgrades, supply chain optimization, is a core part of the performance metrics used for compensation decisions. The Compensation Committee, among other responsibilities, oversees the Company’s incentive compensation and equity-based plans and policies and fulfills other responsibilities as set forth in the Compensation Committee Charter. The Compensation Committee has the authority to retain or obtain the advice of a compensation consultant, legal counsel or other advisor in its sole discretion. Since 2024, Pay Governance has served as the the Compensation Committee’s independent executive compensation consultant. In setting 2025 target opportunities, the Committee reviewed market data from Pay Governance, including a custom peer group and published survey data. The Committee generally targets total direct compensation at approximately the 50th percentile of the peer group, with variation by role based on experience, scope and performance. For 2025, the CEO’s target total direct compensation was positioned near the 50th percentile, and other NEOs ranged from the 45th to 55th percentile based on role and performance. Annual equity awards are generally considered once each year in connection with the Committee’s review of Company and individual performance and market data. Off-cycle grants may be made in connection with new hires, promotions, retention considerations or other special circumstances. When determining whether equity grants should be made, the Committee reviews the Company’s prior year financial performance after the Company’s 10-K is filed. Historically, the Company has issued equity grants during the second quarter of the year. The Committee approves all executive officer equity awards. Role of CEO in Compensation Decisions The CEO does not attend portions of the Compensation Committee and Board meetings during which his performance is being evaluated and his compensation determined. The CEO provides recommendations to the Compensation Committee on the compensation and performance of other NEOs.

  7. Key Elements of Compensation

    Key Elements of Compensation When compensation decisions for 2025 were made in 2024, we did not use a prescribed formula to establish pay levels. Rather, the Compensation Committee considered market data in addition to changes in the business, external market factors and the Company’s financial position when determining pay levels for the NEOs. The Compensation Committee generally seeks to set an NEO’s target total direct compensation opportunity within a range of the median of the applicable peer company and/or general industry compensation survey data, adjusted as appropriate for individual performance and internal pay equity and labor market conditions. In 2024, the Compensation Committee relied on market data to determine competitive compensation levels for the NEOs. In 2023, Pay Governance, in partnership with the Compensation Committee, developed the following peer group consisting of fifteen companies:

  8. Key Elements of Compensation

    In November 2024, for fiscal year 2025 compensation decisions, Pay Governance reviewed the peer group, in collaboration with the Compensation Committee, and determined that the peer group remained appropriate and no changes were needed. Factors considered in developing the peer group included but were not limited to industry, revenue size, market capitalization, company location and unique characteristics of our business model. The peer group was utilized for direct benchmarking of 2025 pay levels and practices for executives and independent Board Members. Base Salary The base salaries of the Company’s NEOs are reviewed on an annual basis by the Compensation Committee and the CEO (other than with respect to the CEO’s own salary which is reviewed and determined by the Compensation Committee). This review is supplemented by assessments of the performance of the NEOs by the Compensation Committee. Base salaries are paid to the NEOs to compensate them for their day-to-day services. Each NEO’s base salary is supplemented by various benefit plans that provide health, life, accident and disability benefits, most of which are the same plans as those provided to all of our employees. The salaries typically are used to recognize the experience, skills, knowledge, past performance, and responsibilities of each NEO. The following table shows the changes to the annual base salaries of the NEOs that were effective during fiscal year 2025 as part of the Compensation Committee’s annual review process.

  9. Key Elements of Compensation

    The individual initiative-based targets for Mr. Lin included successfully executing a first round secondary offering, completing the implementation of the Company’s inventory management system and remediating IT general control deficiencies by the end of the year, and consolidating purchasing with respect to seafood and produce items. For Ms. Chang, the individual initiatives included implementing a fleet safety program and reducing overall safety related expense through improvements to the worker’s compensation process; conducting an I-9 audit of the Company’s workforce, reviewing the Company’s insurance policies to ensure proper coverages and limits, and conducting a review of workers compensation laws in jurisdictions in which the Company operates; and restructuring the legal and compliance department to achieve savings on personnel and professional services expense. With respect to the individual initiative-based targets, the Compensation Committee determined that Mr. Lin and Ms. Chang each achieved 3 of 3 of their individual initiative-based targets. The combined results of 2025 financial performance and individual initiative-based targets for each NEO resulted in 95% achievement of target cash incentive for each NEO that remained employed by the Company at the time bonuses were paid. Based on their target annual bonus percentages and the terms of the AIP, the NEOs had the opportunity to receive the cash awards shown below for fiscal year 2025. For fiscal year 2025, Mr. Lin’s bonus payout target increased from 100% to 125% in connection with his promotion to President and Chief Executive Officer.

  10. Key Elements of Compensation

    | | 2025 AIP Target Award | | 2025 AIP Actual Award | | | Name | % of Base Salary Rate | $ Amount | % of Target | $ Amount | | Xi “Felix” Lin | 125% | 843,750 | 95% | 801,562 | | Paul McGarry (1) | 30% | 72,000 | 79% | 57,000 | | Christine Chang | 100% | 375,000 | 95% | 356,250 | | Cindy Yao (2) | 100% | 375,000 | —% | — |

  11. Key Elements of Compensation

    _______________ (1) Mr. McGarry’s bonus target for 2025 was based on his original offer letter for the position of Vice President and Corporate Controller. On February 2, 2026, Mr. McGarry entered into an updated Letter Agreement following his appointment to Chief Financial Officer on January 27, 2026, (2) Ms. Yao did not receive any annual incentive payment related to the 2025 AIP program as she was no longer serving in the role of Chief Financial Officer at the time that bonuses were paid due to her departure on October 15, 2025. Subsequent Events On January 27, 2026, Mr. McGarry was named Chief Financial Officer by the Company’s Board of Directors. In connection with his appointment, his AIP target was increased to 60% of his new base salary of $375,000. Effective January 27, 2026, Ms. Chang was appointed Chief Administrative Officer, and her target AIP award was reduced to 75% of her new base salary of $450,000. Equity Grants Equity awards granted under the 2018 Plan, such as RSUs and PSUs, are an integral component of the Company’s compensation program. These awards serve multiple purposes: •Alignment with Stockholder Interests: Equity grants directly align the interests of executives with those of stockholders, incentivizing executives to drive long-term value creation and stockholder returns. •Retention and Motivation: Equity awards are an effective tool for retaining and motivating key executive talent, as they provide executives with a stake in the Company’s future performance and success. •Long-Term Performance Incentives: By vesting over time or contingent upon the achievement of performance goals, equity awards provide executives with long-term performance incentives, encouraging sustained growth and strategic execution. The Company grants various types of equity awards to executives, including: •RSUs: RSUs represent a promise to deliver shares of Company stock to executives at a future date, subject to vesting conditions. These awards incentivize executives to remain with the Company and contribute to its long-term success. The time-based RSUs awarded in fiscal year 2025 vest in equal one-third installments on the first through third anniversary of the date of grant. •PSUs: PSUs are granted based on the achievement of predetermined performance metrics over a specified performance period. These awards directly link executive compensation to the Company’s financial and operational performance, promoting accountability and alignment with corporate goals. The PSUs granted in 2025 have a three-year performance period. The performance metrics are Internal Adjusted EBITDA (25%), net revenue (25%), and share price (50%) measured over a 30-day trading window during the performance period. During fiscal year 2025, the Compensation Committee approved the granting of time-based RSUs and PSUs to each of the NEOs. For these awards, the target award value was set at 150% of base salary for Mr. Lin and 100% for Ms. Yao, and Ms. Chang, and 30% for Mr. McGarry. The mix of awards consists of 50% PSUs and 50% time-based RSUs. The Company granted PSUs in 2025 which may be earned over a three-year performance period, with vesting to be earned, if at all, at the end of the three-year performance period based on the applicable NEO’s continuation in service through the end of the performance period and the attainment of pre-determined goals. The performance goals for net revenue and Internal Adjusted EBITDA for the PSUs granted in 2025 for each of the three year performance periods are as follows: (i) for fiscal year 2025, in order to vest at 100%, the Company must have achieved a revenue of $1.232 billion, which represents 2.5% growth, must have achieved an Internal Adjusted EBITDA of 3.7% of revenue; (ii) for fiscal year 2026, in order to vest at 100%, the Company must achieve a revenue of $1.281 billion, which represents 4% growth, must have an Internal Adjusted EBITDA of 4% of revenue; and (iii) for fiscal year 2027, in order to vest at 100%, the Company must achieve a revenue of $1.319 billion, which represents 3% growth, must have an Internal Adjusted EBITDA of 4.6% of revenue. The performance goals for the share price metric are as follows: over a sustained 30-day period the Company (i) must achieve a share price of $4.00 for 100% vesting; (ii) must achieve a share price of $6.00 for 200% vesting; and (iii) must achieve a share price of $8.00 for 300% vesting. Vesting of the PSUs is cumulative over the performance periods, and a metric not satisfied in the first or second year of the performance period may be satisfied in a future year in the performance period. The Company’s NEOs grant of RSUs and potential grant of PSUs are calculated as a percentage of the individual NEO’s salary as listed below.

  12. Key Elements of Compensation

    | Name | RSU Grant as % of Base Salary | Max PSU Grant as % of Base Salary | $ Total Amount | | Xi “Felix” Lin | 75% | 75% | 1,012,500 | | Paul McGarry | 15% | 15% | 72,000 | | Christine Chang | 50% | 50% | 375,000 | | Cindy Yao (1) | 50% | 50% | 375,000 |

  13. Summary Compensation Table

    Summary Compensation Table

  14. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | All Other Compensation ($) | Total ($) | | Xi “Felix” Lin (2) | 2025 | 675,000 | 801,562 | 1,544,373 | 31,721 (6) | 3,052,656 | | President and Chief Executive Officer, | 2024 | 493,096 | 529,791 | 495,000 | 104,093 (7) | 1,621,980 | | Former Chief Operating Officer, Former Interim CFO, Former Interim CEO | 2023 | 450,000 | 406,350 | 450,000 | 75,088 (8) | 1,381,438 | | Paul McGarry (3) | 2025 | 192,923 | 57,000 | 69,408 | 86,870 (9) | 406,201 | | Interim Chief Financial Officer, | | | | | | | | Vice President, Corporate Controller | | | | | | | | Christine Chang (4) | 2025 | 375,000 | 356,250 | 361,500 | 21,578 (10) | 1,114,328 | | General Counsel and Chief Compliance Officer | 2024 | 375,000 | 341,250 | 375,000 | 9,808 (11) | 1,101,058 | | | 2023 | 346,154 | 338,625 | 300,000 | — | 984,779 | | Cindy Yao (5) | 2025 | 314,423 | — | 361,500 | 133,081 (12) | 809,004 | | Former Chief Financial Officer | 2024 | 252,404 | 227,500 | 375,000 | 233,556 (13) | 1,088,460 |

  15. Summary Compensation Table

    _______________ (1)Amounts reflect the full grant-date fair value of restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”) granted during the years ended December 31, 2025, 2024 and 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. The value of the PSUs set forth above is based on the probable outcome of the performance conditions on the grant date. We provide information regarding the assumptions used to calculate the value of all PSUs and RSUs granted to our executive officers in Note 14 to the consolidated financial statements included in the Annual Report for the year ended December 31, 2025. (2)Mr. Lin was a member of the Board of Directors prior to commencing service as the Company’s Chief Operating Officer on May 1, 2022. On February 9, 2024, the Company appointed Mr. Lin as President effective February 12, 2024. Effective on a former CFO’s leave of absence, on February 12, 2024, Mr. Lin also served as the Company’s Interim Chief Financial Officer from February 12, 2024 until Ms. Yao’s appointment as Chief Financial Officer on May 1, 2024. On October 24, 2024, Mr. Lin was appointed to serve as Interim Chief Executive Officer, and continued to serve as the Company’s Chief Operating Officer and President through December 31, 2024. On December 17, 2024, the Company appointed Mr. Lin to serve as President and Chief Executive Officer, effective January 1, 2025. (3)Mr. McGarry was named Interim Chief Financial Officer effective October 15, 2025, following Ms. Yao’s departure. Prior to being named Interim CFO, Mr. McGarry served as the Company’s VP and Corporate Controller from the time he joined the Company on February 25, 2025. Figures shown for 2025 include amounts paid for his service as VP and Corporate Controller as well as his time as Interim CFO. Mr. McGarry was appointed Chief Financial Officer, effective January 27, 2026. (4)Ms. Chang was appointed Chief Administrative Officer, effective January 27, 2026. (5)Ms. Yao joined the Company May 1, 2024. Ms. Yao departed from her position as Chief Financial Officer effective October 15, 2025. Upon her departure from the Company, all unvested equity awards were forfeited. (6)Consists of employer matching contributions under the Company’s defined contribution plan of $12,491 and employer paid benefits of $19,230. (7)Consists of Interim CFO compensation of $55,385, Interim CEO compensation of $33,923 and employer matching contributions under the Company’s defined contribution plan of $14,785. (8)Consists of amounts paid to reimburse relocation expenses of $92,504 for 2022 and $68,165 for 2023 and payments for 2023 of employer matching contributions under the Company’s defined contribution plan of $6,923. (9)Consists of Interim CFO compensation of $20,074, the Interim CFO 10-K Filing Bonus of $50,000 (as defined in Mr. McGarry’s Amended Offer Letter), employer matching contributions under the Company’s defined contribution plan of $6,141 and employer paid benefits of $10,655. (10)Consists of employer matching contributions under the Company’s defined contribution plan of $14,000 and employer paid benefits of $7,578. (11)Consists of employer matching contributions under the Company’s defined contribution plan of $9,808. (12)Consists of severance payments of $78,125, housing allowance reimbursements of $38,045, employer matching contributions under the Company’s defined contribution plan of $2,885, employer paid benefits of $13,526, and cell phone allowance disbursements of $500. (13)Consists of amounts paid to reimburse relocation expenses grossed up for taxes of $205,172, housing allowance reimbursements of $22,742, cell phone allowance disbursements of $450 and employer matching contributions under the Company’s defined contribution plan of $5,192. Policies and Practices Related to the Grant of Certain Equity Awards. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation right, or similar option-like instruments to our NEOs, historically, including during fiscal 2025, our Compensation Committee has not granted such awards.

  16. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025

  17. Grants of Plan-Based Awards for 2025

    | Name | Grant Date | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (2) (#) | Grant date fair value of stock awards (3) ($) | | | | Threshold (1) (#) | Target (1) (#) | Maximum (1) (#) | | | | Xi “Felix” Lin | 4/15/2025 | 101,250 | 101,250 | 101,250 | 101,250 | 976,050 | | | 1/3/2025 (4) | 310,559 | 310,559 | 310,559 | — | 568,323 | | Paul McGarry | 4/15/2025 | 7,200 | 7,200 | 7,200 | 7,200 | 69,408 | | Christine Chang | 4/15/2025 | 37,500 | 37,500 | 37,500 | 37,500 | 361,500 | | Cindy Yao (5) | 4/15/2025 | 37,500 | 37,500 | 37,500 | 37,500 | 361,500 |

  18. Grants of Plan-Based Awards for 2025

    _______________ (1)Represents PSUs granted under the 2018 Plan. The PSUs vest over a three-year period, with vesting to be earned, if at all, at the end of the three-year performance period based on the applicable NEO’s continuation in service through the end of the performance period and the attainment of pre-determined goals. The performance goals are described in the “Compensation Metrics” section within the Compensation Discussion and Analysis section above. (2)Represents RSUs granted under the 2018 Plan. The RSUs vest over three equal annual installments on the first three anniversaries of the grant date, and are subject to forfeiture in the event of NEO’s termination of service under specified circumstances. (3)Amounts for the year ended December 31, 2025, reflect the full grant-date fair value of RSUs and PSUs granted during the year ended December 31, 2025, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. The value of the PSUs set forth above is based on the probable outcome of the performance conditions on the grant date. We provide information regarding the assumptions used to calculate the value of all PSUs and RSUs granted to our NEOs in Note 14 to the consolidated financial statements included in the Annual Report for the year ended December 31, 2025. (4)Represents a one-time grant of PSUs at a grant-date fair value of $1 million granted to Mr. Lin in connection with his appointment to Chief Executive Officer. (5)Due to Ms. Yao’s departure from her role as Chief Financial Officer of the Company on October 15, 2025, all unvested equity awards were forfeited.

  19. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding stock awards to our NEOs that remained subject to vesting at December 31, 2025.

  20. Outstanding Equity Awards at December 31, 2025

    | Name | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested (1) ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested (1) ($) | | Xi “Felix” Lin | 19,430 (2) | 41,775 | | | | | | | 23,491 (3) | 50,506 | | | 46,478 (4) | 99,928 | | | | | | | 69,718 (5) | 149,894 | | | 101,250 (6) | 217,688 | | | | | | | 101,250 (7) | 217,688 | | | | | 310,559 (8) | 667,702 | | Paul McGarry | 7,200 (6) | 15,480 | | | | | | | 7,200 (7) | 15,480 | | Christine Chang | 12,953 (2) | 27,849 | | | | | | | 15,660 (3) | 33,669 | | | 35,211 (4) | 75,704 | | | | | | | 52,817 (5) | 113,557 | | | 37,500 (6) | 80,625 | | | | | | | 37,500 (7) | 80,625 | | Cindy Yao (9) | — | — | | | | | | | — | — |

  21. Outstanding Equity Awards at December 31, 2025

    _______________ (1) Dollar amount is determined by multiplying the number of unvested shares of RSUs and PSUs by the closing price per share of the Company’s common stock on December 31, 2025 ($2.15), as reported on the NASDAQ Capital Market. (2) Shares of RSUs granted to the NEOs in 2023 vest over three equal annual installments beginning from April 15, 2024, and are subject to forfeiture in the event of the NEO’s termination of service to the Company under specified circumstances. (3) Shares of PSUs granted to the NEOs in 2023 vest over three equal installments beginning from April 15, 2024, and are subject to forfeiture in the event of the NEO’s termination of service to the Company under specified circumstances. The number of shares shown is the target amount, and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on the achievement of specified performance goals. (4) Shares of RSUs granted to the NEOs in 2024 vest over three equal annual installments beginning from April 15, 2025, and are subject to forfeiture in the event of the NEO’s termination of service to the Company under specified circumstances. (5) Shares of PSUs granted to the NEOs in 2024 vest over a three-year period, with vesting to be earned, if at all, April 15, 2027, and are subject to forfeiture in the event of the NEO’s termination of service to the Company under specified circumstances. The number of shares shown is the target amount, and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on the achievement of specified performance goals. Vesting is cumulative and can be carried over if all performance goals are met by the end of the three-year period. (6) Shares of RSUs granted to the NEOs in 2025 vest over three equal annual installments beginning from April 15, 2026, and are subject to forfeiture in the event of the NEO’s termination of service to the Company under specified circumstances. (7) Shares of PSUs granted to the NEOs in 2025 vest over a three-year period, with vesting to be earned, if at all, April 15, 2028, and are subject to forfeiture in the event of the NEO’s termination of service to the Company under specified circumstances. The number of shares shown is the target amount, and the actual number of shares that may vest ranges from 0% to 225% of the target amount, depending on the achievement of specified performance goals. Vesting is cumulative and can be carried over if all performance goals are met by the end of the three-year period. (8) One-time grant of PSUs made on January 3, 2025 to Mr. Lin in connection with his appointment to Chief Executive Officer. The awards will vest over a three-year period, with vesting to be earned, if at all, depending on the achievement of specified market performance goals. (9) Due to her departure from the Company on October 15, 2025, Ms. Yao forfeited all unvested equity awards as of her departure date and therefore had no unvested outstanding equity awards as of December 31, 2025.

  22. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the exercise of stock options and the vesting of stock awards for each NEO on an aggregated basis during the fiscal year ended December 31, 2025.

  23. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Xi “Felix” Lin | — | — | 94,162 | 375,706 | | Paul McGarry | — | — | — | — | | Christine Chang | — | — | 58,173 | 232,110 | | Cindy Yao | — | — | 17,606 | 70,248 |

  24. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Potential payments upon a termination or change in control as of December 31, 2025, for the NEOs are set forth in the Change in Control and Severance Payments Table below. The amounts of these payments as of December 31, 2025, for each of Mr. Lin, Mr. McGarry and Ms. Chang are set forth in the Change in Control and Severance Payments Table. All of the NEOs participate in and are eligible to receive severance benefits under the Amended Severance Plan, as described in the Amended Severance Plan section above, with the following “severance plan policy” attachments applying to each NEO: for Mr. Lin, Ms. Chang, and Mr. McGarry the “Key Employee” policy. Ms. Yao departed from her role as Chief Financial Officer of the Company effective October 15, 2025 (the “Separation Date”). In connection with Ms. Yao’s departure, the Company entered into a Separation Agreement with Ms. Yao effective October 30, 2025. Under the Separation Agreement, Ms. Yao was entitled, subject to her non-revocation of a general release of claims in favor of the Company, to one-half of her annual salary of $375,000, paid out over a period of six (6) months following the Separation Date. Ms. Yao, will also be eligible to elect group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the Separation Date, including coverage for eligible dependents, until the earliest of (i) the expiration of the Severance Period; (ii) the expiration of eligibility for continuation coverage under COBRA, or (iii) the date on which Ms. Yao becomes eligible for substantially equivalent health insurance coverage in connection with new employment. All of Ms. Yao’s unvested equity awards were forfeited. For equity awards granted in 2023 and prior, in the event of a change in control, all unvested equity awards will accelerate in vesting. For equity awards granted in 2024 going forward, unvested equity awards will accelerate in vesting in the event of a termination by the Company without cause within twelve months following a change in control. In the event of a termination without a change in control, the number of shares of common stock subject to RSU and PSU awards that vest shall be determined by the Compensation Committee.

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth compensation for each director for the year ended December 31, 2025:

  26. DIRECTOR COMPENSATION

    | Name | Fees Earned (1) ($) | Stock Awards (2) ($) | All Other Compensation ($) | Total ($) | | Maria Ross (3) | 60,000 | 40,000 | — | 100,000 | | Richard Diaz (4) | 29,167 | 40,000 | — | 69,167 | | Dennis Lam (5) | 34,167 | 40,000 | — | 74,167 | | Jeffery Taylor (6) | 6,667 | 40,000 | — | 46,667 | | Xiao Mou Zhang (7) | — | — | — | — | | Charlotte Westfall (8) | 25,000 | — | — | 25,000 | | Lisa Lim (8) | 25,000 | — | — | 25,000 | | Dr. Yujie Wang (9) | 20,833 | — | — | 20,833 |

  27. DIRECTOR COMPENSATION

    _______________ (1)Director fees under the program are payable in arrears in four equal quarterly installments. (2)Amounts reflect the full grant-date fair value of RSUs granted during the year ended December 31, 2025, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the director. The award values were calculated using the grant date stock price on July 10, 2025, of $3.23, and will vest on April 15, 2026, subject to the director’s continuous service. If the director’s continuous service terminates for any other reason prior to the applicable vesting date, the RSUs shall automatically be forfeited for no consideration. The aggregate number of unvested RSU awards held as of December 31, 2025 by each non-employee director was 12,384. (3)Following the departure of Ms. Westfall from the Board, Ms. Ross was named as Lead Independent Director effective June 4, 2025. Ms. Ross resigned from the Board of Directors effective January 16, 2026, including all related positions thereof. Due to her departure all unvested equity awards were forfeited effective January 16, 2026. (4)Richard Diaz was voted in as an Independent Director during the Company’s 2025 Annual Meeting held on June 3, 2025. (5)Mr. Lam was appointed by the Board of Directors as an Independent Director on June 4, 2025. (6)Mr. Taylor was appointed by the Board of Directors as an Independent Director on October 13, 2025. (7)Mr. Zhang did not receive any additional compensation for his service as a director following his departure from the Company as Chief Executive Officer on October 24, 2024. Mr. Zhang did not stand for re-election at the Company’s Annual Meeting of Stockholder’s held on June 3, 2025. (8)Ms. Lim and Ms. Westfall tendered their resignations as members of the Board of Directors on June 1, 2025 and June 2, 2025, respectively, including all committees thereof, each effective June 2, 2025. As a result of the resignations, neither Ms. Lim nor Ms. Westfall stood for re-election at the Company’s 2025 Annual Meeting held on June 3, 2025. (9)Dr. Yujie Wang did not stand for re-election at the Company’s 2025 Annual Meeting held on June 3, 2025.

  28. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table For the year ending December 31, 2025, we paid all our Independent Directors a base fee of $10,000 per quarter. Additionally individual directors were paid for additional assignments. Ms. Westfall, our former Lead Independent Director, was paid $2,500 per quarter for her service as Lead Independent Director, as well as an additional $2,500 for her service as the former Chair of the Nominating and Governance Committee. Ms. Lim, our former Audit Committee Chair, was paid an additional $5,000 per quarter for her service. Dr. Wang was paid an additional $2,500 per quarter for her service as the former Chair of the Special Transactions Committee. Ms. Ross was named Lead Independent Director following Ms. Westfall’s departure, and was paid an additional $2,500 for her service in that assignment. Additionally, Ms. Ross was paid $3,750 per quarter to chair the Compensation Committee during the year. Our newly appointed independent directors Mr. Diaz, Mr. Lam, and Mr. Taylor were paid the standard base fee of $10,000 per quarter. Mr. Lam was appointed Audit Committee Chair following Ms. Lim’s departure and was paid an additional $5,000 per quarter. Mr. Diaz succeeded Ms. Westfall as the Chair of the Nominating and Governance Committee for which he was paid an additional $2,500 per quarter. An annual equity award in the form of RSUs, which vest on the Company’s regularly scheduled annual vesting date, with grant date fair values of $40,000 were issued to the independent directors that were elected during, or appointed following, the 2025 Annual Meeting, Ms. Ross, Mr. Diaz, Mr. Lam, and Mr. Taylor. The dollar value of RSU awards granted during 2025 were computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), rather than the amounts paid to or realized by the named individual. We reimburse directors for any out-of-pocket expenses incurred in connection with attending board or committee meetings. On January 15, 2026, Ms. Ross tendered her resignation from the Board of Directors, all committees thereof, and as Lead Independent Director, effective January 16, 2025. Due to her departure from her position as director, Ms. Ross forfeited all unvested equity awards. Mr. Taylor was appointed the Chair of the Compensation Committee on January 26, 2026, for his service he will be paid an additional $3,750 per quarter.

  29. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  30. PAY VERSUS PERFORMANCE

    | Year(1) | Summary Compensation Table Total for Xiao Mou Zhang ($) | Summary Compensation Table Total for Xi Lin ($) | Compensation Actually Paid to Xiao Mou Zhang(2) ($) | Compensation Actually Paid to Xi Lin (2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($)(4) | Adjusted EBITDA ($)(4)(5) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | 2025 | — | 3,052,656 | — | 2,516,142 | 776,511 | 380,495 | 52.96 | 170.21 | (39,311) | 44,955 | | 2024 | 2,929,720 | 1,621,980 | 296,086 | 1,165,566 | 900,014 | 565,861 | 79.06 | 156.44 | (48,102) | 42,041 | | 2023 | 2,151,800 | — | 2,619,163 | — | 1,148,739 | 1,355,440 | 131.53 | 115.59 | (2,662) | 34,583 |

  31. PAY VERSUS PERFORMANCE

    (1)For 2025, the Principal Executive Officer (“PEO”) was Xi “Felix” Lin. For 2024, both Xiao Mou “Peter” Zhang and Xi “Felix” Lin were PEOs. For 2023, Xiao Mou “Peter” Zhang was PEO. For 2025, the non-PEO named executive officers were Paul McGarry, Christine Chang, and Cindy Yao. For 2024, the non-PEO named executive officers were Carlos Rodriguez, Cindy Yao and Christine Chang. For 2023, the non-PEO named executive officers were Xi “Felix” Lin, Carlos Rodriguez and Christine Chang. (2)The following table details the applicable adjustments that were made to determine compensation actually paid (“CAP”).

  32. PAY VERSUS PERFORMANCE

    | | 2025 | | 2024 | | | 2023 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO Xiao Mou Zhang ($) | PEO Xi Lin ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table (SCT) Total | 3,052,656 | 776,511 | 2,929,720 | 1,621,980 | 900,014 | 2,151,800 | 1,148,739 | | Less Stock Award Value Reported in SCT for the Covered Year | 1,544,373 | 264,136 | 1,012,500 | 495,000 | 250,000 | 900,000 | 383,333 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 1,103,077 | 64,070 | — | 447,590 | 226,057 | 1,245,074 | 530,308 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | (168,664) | (41,213) | — | (248,756) | (50,337) | 211,020 | 74,027 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | 73,446 | 19,703 | (366,036) | (160,248) | (79,199) | 29,066 | (4,856) | | Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | — | 174,440 | 1,255,098 | — | 180,674 | 117,797 | 9,445 | | Compensation Actually Paid (CAP) Total | 2,516,142 | 380,495 | 296,086 | 1,165,566 | 565,861 | 2,619,163 | 1,355,440 |

  33. PAY VERSUS PERFORMANCE

    _______________ (3)The Company’s peer group consists of the S&P 500 Food & Staple Retailing Index (TR). (4)Values shown are in thousands. (5)Adjusted EBITDA is a non-GAAP financial measure which is defined as net income (loss) before interest expense, interest income, income taxes, and depreciation and amortization, further adjusted to exclude certain unusual, non-cash, or non-recurring expenses as determined by management. See the Appendix to this document for a reconciliation to most directly comparable GAAP measure.