DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Village Farms International, Inc.

(Name of Registrant as Specified in its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE AND PROXY STATEMENT

for the

Annual Meeting of Shareholders

to be held on June 2, 2026

April 29, 2026

Village Farms International, Inc.

Notice of 2026 Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of shareholders of Village Farms International, Inc. (the “Company”) will be held virtually via live audio webcast online at https://meetnow.global/MSQUUTD on June 2, 2026 at 12:00 P.M. Eastern time.

What the Meeting is About

We will be seeking shareholder votes on the items of business at the Meeting:

to elect the directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are elected or appointed;

to approve the compensation of the Company’s named executive officers on an advisory, non-binding basis; and

to appoint KPMG LLP as the independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2026, and authorizing the directors to fix their remuneration.

In addition, at the Meeting, we will receive the consolidated financial statements of the Company for the fiscal year ended December 31, 2025, including the auditor's report therein; and we will transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The proxy statement accompanying this notice of meeting provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

You are entitled to receive notice of and vote at the Meeting, or any adjournment, if you are a holder of common shares of the Company (the “Shares”) at the close of business on April 28, 2026 (the “Record Date”).

You have the right to vote your Shares on items 1 through 3 listed above and any other items that may properly come before the Meeting or any adjournment.

On or about May 6, 2026, we will mail to our Shareholders this Notice of 2026 Annual Meeting of Shareholders, the Proxy Statement, and a form of proxy.

The Meeting will be held virtually, via live audio webcast at https://meetnow.global/MSQUUTD, on June 2, 2026, at 12:00 p.m. Eastern time. To attend and participate, shareholders as of Record Date will need a 16-digit control number, included either on your proxy form or voting instruction form, as applicable Notice of Meeting.

If you are not able to be participate at the Meeting, please exercise your right to by signing and returning the form of proxy or voting instruction form in the return envelope to the Company's registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”) at their offices located at 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1, by mail, or by fax at 1-800-517-4553, or by email at www.investorvote.com no later than 12:00 p.m. (Eastern time) on May 29, 2026 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting.

You are cordially invited to attend our virtual Meeting, but whether or not you expect to attend (via the Internet), you are urged to read our Proxy Statement and to vote and submit your proxy by following the voting procedures described in Notice of Meeting the voting instruction form or on the proxy card, as applicable.

BY ORDER OF THE BOARD OF DIRECTORS

John R. McLernon

Chairman

April 29, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 2, 2026.

Our Notice of 2026 Annual Meeting of Shareholders, Proxy Statement and Annual Report to Shareholders are available on the Company’s website at www.villagefarms.com in the Investors section under Shareholder Materials.

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE PROXY STATEMENT		1

QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING YOUR SHARES		1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		7

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES		7

DELINQUENT SECTION 16(a) REPORTS		8

RECEIPT OF FINANCIAL STATEMENTS		9

ITEM NO. 1—ELECTION OF DIRECTORS		9
Board Recommendation		12

CORPORATE GOVERNANCE		12
Board Mandate		13
Composition and Independence of the Board		13
Board Oversight of Risk		13
Nomination of Directors		14
Diversity		15
Director Term Limits and Other Mechanisms of Board Renewal		16
Orientation and Continuing Education		16
Assessments		16
Meeting Attendance		16
Executive Sessions		16
Code of Ethics and Whistleblower Policy		17
Disclosure Policy		17
Insider Trading Policy		17
Conflicts of Interest and Related Party Transactions		18
Shareholder Communications with the Board		18
Board Committees		18

ITEM NO. 2 — APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ON AN ADVISORY, NON-BINDING BASIS		20
Board Recommendation

ITEM NO. 3—APPOINTMENT OF AUDITORS		21
Board Recommendation		21
Audit, Audit-Related, Tax and Other Fees		21
Pre-Approval Policies and Procedures		21
Audit and Risk Committee Report		22

EXECUTIVE COMPENSATION		23
Summary Compensation Table		25
Outstanding Equity Awards at Fiscal Year-End		26
Pay versus Performance		28

DIRECTOR COMPENSATION		31
Overview		31
Cash Compensation		31
Director Compensation Table		31


EQUITY COMPENSATION PLAN INFORMATION
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON		32



INTEREST OF RELATED PERSONS IN TRANSACTIONS		32

2026 SHAREHOLDER PROPOSALS		33

HOUSEHOLDING OF ANNUAL PROXY MATERIALS		34

INDEBTEDNESS		34

MANAGEMENT CONTRACTS		34

ADDITIONAL INFORMATION		34

DIRECTORS’ APPROVAL		34

APPENDIX A: MANDATE OF THE BOARD OF DIRECTORS		A-1

GENERAL INFORMATION ABOUT THE PROXY STATEMENT

The information contained in this proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies to be used at the annual meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the “Shares”) of Village Farms International, Inc. (the “Company”, “Village Farms”, “we” or “our”) to be held on June 2, 2026 at 12:00 P.M. (Eastern time) via live audio webcast online at https://meetnow.global/MSQUUTD and at all adjournments thereof, for the purposes set forth in the accompanying notice of meeting (the “Notice of Meeting”). It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally or by electronic means by directors, officers, employees or agents of the Company. On or about May 6, 2026, we will mail to our Shareholders the Notice of Meeting, this Proxy Statement, the Company's annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and a form of proxy (collectively, the “proxy materials”). The solicitation of proxies by this Proxy Statement is being made by or on behalf of management of the Company. The total cost of the solicitation will be borne by Village Farms.

The information contained in this Proxy Statement is given as at April 29, 2026 except where otherwise noted. All references to “dollar” or the use of the symbol “$” are to United States dollars and use of the symbol “C$” refers to Canadian dollars, unless otherwise indicated.

QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING YOUR SHARES

What is the date, time and place of the Meeting?

You can attend the Meeting by joining the live webcast online at https://meetnow.global/MSQUUTD which will commence at 12:00 P.M. (Eastern time) on June 2, 2026. For details on how to attend and participate in the virtual Meeting, see “How do I attend and participate in the virtual Meeting?” below.

Who can vote at the Meeting?

Only Shareholders as of the close of business on the Record Date, being April 28, 2026 (the “Record Date”), are entitled to receive notice of and vote on matters to be presented at the Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this Proxy Statement and the accompanying proxy card.

At the close of business on the Record Date, 114,288,686 Shares were issued and outstanding.

Each Shareholder is entitled to one vote per Share held on all matters to come before the Meeting. Shares of Village Farms are the only securities of Village Farms which will have voting rights at the Meeting.

How do I attend and participate in the virtual Meeting?

How you vote depends on whether you are a registered or a non-registered Shareholder. Please read the voting instructions below that are applicable to you.

In order to attend the Meeting, registered Shareholders, duly appointed proxyholders (including non-registered Shareholders who have duly appointed themselves as proxyholder) and guests (including non-registered Shareholders who have not duly appointed themselves as proxyholder) must log in online as set out below.

To participate in the Meeting, Shareholders will need to visit https://meetnow.global/MSQUUTD and log-in using the 16-digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 12:00 p.m. (Eastern time) on June 2, 2026. Online check-in will begin starting 15 minutes prior, at 11:45 a.m. (Eastern time). You should allow ample time for online check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. The webcast Meeting allows you to attend the Meeting live, submit questions and submit your vote while the Meeting is being held if you have not done so in advance of the Meeting.

Guests will be able to attend the Meeting through the live webcast only, by joining the webcast as a guest at https://meetnow.global/MSQUUTD. They will not be able to submit questions or vote.

You may ask a question during the Meeting by typing your question into the “Ask a Question” field and clicking “Submit”.

You must first join the Meeting as described above in “How do I attend and participate in the virtual Meeting?”.

What is the quorum for the Meeting?

The presence at the opening of the Meeting of two persons who are entitled to vote either as Shareholders or as proxy holders and holding or representing not less than 33 1⁄3% of the outstanding Shares entitled to vote at the Meeting as of the Record Date will constitute a quorum for the transaction of business at the Meeting. In general, Shares represented by a properly signed and returned proxy card, or properly voted by Internet or telephone, or voted by your broker will be counted as Shares present and entitled to vote at the Meeting for purposes of determining a quorum. Shares represented by proxies marked “Abstain” and “broker non-votes” are also counted in determining whether a quorum is present.

What does it mean to vote by proxy?

Voting by proxy means that you are giving the person or people named on your proxy form (the “proxy holder”) the authority to vote your Shares for you at the Meeting or any adjournment.

The Company representatives named on the proxy form will vote your Shares for you, unless you appoint someone else to be your proxy holder. You have the right to appoint a person to represent you at the Meeting other than the persons named on the proxy form. If you want to appoint someone else, you can insert that person’s name in the blank space provided in the form of proxy. That other person does not need to be a Shareholder of the Company. See Appointee Instructions below.

Computershare must receive your completed proxy form or voting instructions form by 12:00 p.m. Eastern time on May 29, 2026, or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting.

What’s the difference between registered and non-registered (beneficial) Shareholders?

The voting process is different depending on whether you are a registered or non-registered (beneficial) Shareholder:

Registered Shareholders

You are a registered Shareholder if your name appears on your Share certificate or in the registers of the Company maintained by Computershare. Your proxy form tells you whether you are a registered Shareholder. We mail copies of the proxy materials directly to registered Shareholders.

Non-Registered (or Beneficial) Shareholders

You are a non-registered (or beneficial) Shareholder if your bank, trust company, securities broker or other financial institution holds your Shares for you (as your nominee). For most of you, your voting instruction form or proxy tells you whether you are a non-registered (or beneficial) Shareholder. In accordance with Canadian securities law and the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have distributed copies of the proxy materials to intermediaries (such as securities brokers or financial institutions) for onward distribution to those non-registered or beneficial Shareholders to whom we have not sent the proxy materials directly. The intermediaries are required to forward proxy materials to non-registered or beneficial Shareholders unless a non-registered or beneficial Shareholder has waived the right to receive them. Very often, intermediaries will use a service company (such as Broadridge) to forward the proxy materials to non-registered or beneficial Shareholders.

How do I vote?

Most non-registered or beneficial Shareholders who have not waived the right to receive proxy materials will receive a voting instruction form (“VIF”). Registered Shareholders will, and some non-registered (beneficial)

Shareholders may, receive a form of proxy. Shareholders should follow the procedures set out below, depending on what type of form they receive.

VOTE BY INTERNET:

Registered shareholders: To vote by Internet, visit www.investorvote.com or scan the QR Code to access the website. You will need your 15-digit control number located on the form of proxy.

Non-registered shareholders: To vote by Internet, visit www.proxyvote.com or scan the QR Code to access the website. You will need your 16-digit control number located on the voting instruction form.

VOTE BY MAIL:

Registered shareholders: Return the completed, signed and dated form of proxy by mail in the business reply envelope to: Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1.

Non-registered shareholders: Return the completed, signed and dated voting instruction form by mail in the business reply envelope to: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON L3R 9Z9.

VOTE BY TELEPHONE:

Registered shareholders: As an alternative, you may enter your vote instruction by telephone at 1-866-732-VOTE (8683) Toll Free or 312-588-4290 Direct Dial. You will need your 15-digit control number located on the form of proxy.

Non-registered shareholders: As an alternative, you may enter your vote instruction by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need your 16-digit control number located on the voting instruction form.

If a non-registered Shareholder wishes to attend the virtual Meeting (or have another person attend and vote on the non-registered Shareholder’s behalf), the non-registered Shareholder must complete, sign and return the VIF in accordance with the directions provided.

Appointee Instructions

You are encouraged to appoint yourself or such other person (other than the named proxy holders) online at www.investorvote.com as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have created with any other person you have appointed to represent you at the Meeting more easily. If you do not designate the Appointee Information when completing your form of proxy or voting information form or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxy holders) who has been appointed to access and vote at the Meeting on your behalf, that other person will not be able to access the Meeting and vote on your behalf.

You MUST provide your Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.

IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE VIRTUAL MEETING.

Less frequently, a non-registered Shareholder will receive, as part of the proxy materials, a form of proxy that has already been signed by the intermediary (typically by a facsimile or stamped signature), which is restricted as to the number of Shares beneficially owned by the non-registered Shareholder but which is otherwise uncompleted. If the non-registered Shareholder does not wish to attend the virtual Meeting (or have another person participate and vote on the non-registered Shareholder’s behalf), the non-registered Shareholder must complete the form of proxy and deposit it with Computershare Investor Services Inc. at: 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1 as described above. If a non-registered Shareholder wishes to participate and vote at the virtual Meeting (or have another person attend and vote on the non-registered Shareholder’s behalf), the non-registered Shareholder must strike out the names of the persons named in the

proxy and insert the non-registered Shareholder’s (or such other person’s) name in the blank space provided. See above “Appointee Instructions”.

Shareholders should follow the instructions on the forms they receive, and non-registered Shareholders should contact their intermediaries promptly if they need assistance.

The proxy materials are being sent or made available to both registered and non-registered owners of Shares. The Company is sending proxy materials indirectly to non-objecting beneficial owners (as defined in National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)). The Company does not intend to pay for intermediaries to forward to objecting beneficial owners (as defined in NI 54-101) the proxy materials. An objecting beneficial owner will not receive the proxy materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery.

What am I voting on at the Meeting?

The following items of business will be covered at the Meeting:

•

Item No. 1—electing directors to serve until the 2027 Meeting of Shareholders or until their successors are elected or appointed;

•

Item No. 2—approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis; and

•

Item No. 3—appointing an independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2026 and authorizing the directors to fix their remuneration.

In addition, at the Meeting, we will be receiving the financial statements of the Company for the fiscal year ended December 31, 2025, including the auditor’s report thereon; however, no Shareholder vote will be taken on this matter. In addition, we may be transacting such other business as may be properly brought before the Meeting. As of the date of this Proxy Statement, the Board of Directors (the “Board”) is not aware of any such other business.

How does the Board recommend that I vote?

Our Board recommends that each Shareholder vote “FOR” each of the applicable proposals listed above.

What votes may I cast with regard to each proposal?

You can choose to vote “For” or “Withhold” for Item Nos. 1 and 3 and “For” or “Against” for Item 2. The Shares represented by the proxy form will be voted in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If you return your proxy form or voting instruction form and do not tell us how you want to vote your Shares, your Shares will be voted “FOR” each director nominee and each proposal by the management representatives named in the proxy.

The form of proxy confers discretionary authority upon the management representatives designated in the form of proxy with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. At the date of this Proxy Statement, management of the Company knows of no such amendments, variations or other matters.

What vote is required in order to approve each proposal?

•

Item No. 1: Under our Majority Voting Policy (as defined below), a director nominee will be considered to have been elected to the Board if he or she receives a greater number votes “For” than votes “Withhold”.

•

Item No. 2: The approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis requires votes "For" by the majority of the votes cast at the Meeting in order for such item to be considered approved by the Company’s Shareholders on

an advisory, non-binding basis, and votes cast only include those votes cast "For" or "Against" the proposal.

•

Item No. 3: The appointment of an independent registered public accounting firm to serve as the Company's independent auditor and authorizing the directors to fix their remuneration requires votes "For" by a majority of the votes cast at the Meeting, and votes cast only include those votes cast “For” or “Withhold” the proposal.

What impact does a “Withhold”, “Against” or "Abstain" vote have?

•

Item No. 1: If you select “Withhold” with respect to the election of a nominee, your vote will have no effect on the votes cast for the purposes of electing such nominee but will be considered in the application of our Majority Voting Policy which is described below.

•

Item No. 2: If you select “Against”, your vote will have the same effect as a "Withhold" vote. If you select "Abstain", your vote will have no effect on the outcome of Item No. 2.

•

Item No. 3: If you select “Withhold”, your vote will have no effect on the votes cast for the purposes of appointing an independent registered public accounting firm to serve as the Company's independent auditor and authorizing the directors to fix their remuneration.

What is the effect if I do not cast my vote?

If as a registered Shareholder you do not cast your vote in person or by proxy, no votes will be cast on your behalf on any of the proposals.

If you are a U.S. beneficial Shareholder with an intermediary, you must instruct your U.S. intermediary how to vote your Shares. If, as a U.S. non-registered or beneficial Shareholder, you do not instruct your intermediary on how to vote on any of the proposals at the Meeting, the intermediary has discretionary authority to vote your Shares on Item No. 3, but the intermediary does not have discretionary authority to vote your Shares on the rest of the proposals or any non-routine item, so a “broker non-vote” will be recorded with respect to such item. Broker non-votes will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Shares represented by such broker “non-votes” will, however, be counted in determining whether there is a quorum for the Meeting.

How do I change my vote?

A registered Shareholder who has given a proxy may revoke that proxy and change a vote by:

(a)

completing and signing a proxy bearing a later date and depositing it with Computershare Investor Services Inc. as described above;

(b)

depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing at our registered office at any time before 12:00 p.m. (Eastern time) on May 29, 2026, or on the last business day before any adjournment of the Meeting at which the proxy is to be used, or

(c)

in any other manner permitted by law.

A non-registered or beneficial Shareholder may revoke a voting instruction form or a waiver of the right to receive proxy materials and to vote given to an intermediary or to the Company, as the case may be, at any time by written notice to the intermediary or the Company, except that neither an intermediary nor the Company is required to act on a revocation of a voting instruction form or on a waiver of the right to receive materials and to vote that is not received by such intermediary or the Company, at least seven days prior to the Meeting.

What does it mean if I receive more than one set of proxy materials?

This means that you own Shares that are registered under different accounts. For example, you may own some Shares directly as a registered Shareholder and other Shares as a non-registered beneficial Shareholder through an intermediary, or you may own Shares through more than one such organization. In these situations, you will receive multiple sets of the Notice of Meeting proxy materials. It is necessary for you to complete and return all proxy cards and VIFs in order to vote all of the Shares you own. Please make sure you return each proxy card or VIF in the accompanying return envelope. You may also vote by Internet or telephone by following the instructions on the Notice of Meeting and in your proxy materials.

How will proxies be solicited and who will pay the cost of the proxy solicitation?

The solicitation of proxies will be primarily by mail but the Company’s directors, officers and regular employees may also solicit proxies personally, by telephone or other means. The Company will bear all costs of the solicitation, including the printing, handling and mailing of the proxy materials. The Company has arranged for intermediaries to forward the proxy materials to non-registered or beneficial Shareholders of record, and the Company may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

How can I make a Shareholder proposal for the 2027 Annual Meeting?

If you want to propose a matter for consideration at our 2027 Annual Meeting, then that proposal must be received at our registered office at 79 Wellington Street West, Suite 3300, Toronto, Ontario, Canada, M5K 1N2 no later than April 3, 2027, (which is the deadline for a proposal to be valid under the Business Corporations Act (Ontario) (the “OBCA”)), which is later than the January 6, 2027 deadline for Shareholder proposals (including nominations of directors by Shareholders) to be submitted for inclusion in our proxy statement under Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

What if amendments are made to the proposals or if other matters are brought before the Meeting?

With respect to any amendments or variations in any of the proposals shown in the Proxy Statement, or any other matters which may properly come before the Meeting, the Shares will be voted by the appointed proxy holder as he or she in their sole discretion sees fit.

As of the date of this Proxy Statement, the Board is not aware of any such amendments, variations or other matters to come before the Meeting. However, if any such changes that are not currently known to the Board should properly come before the Meeting, the Shares represented by your proxy holders will be voted in accordance with the best judgment of the proxy holders.

Who will tabulate the votes?

We currently expect that Computershare will tabulate the votes and be our scrutineer for the Meeting.

When will voting results be disclosed?

Preliminary voting results will be announced at the Meeting. Final voting results will be announced via press release and filed with the Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca and will also be published in a Current Report on Form 8-K filed with the SEC on EDGAR at www.sec.gov within four business days of the Meeting.

Who may adjourn the Meeting?

The Meeting may be adjourned to any other time and any other place by the Shareholders present or represented at the Meeting and entitled to vote even when such Shareholders do not constitute a quorum.

What if I have technical difficulties or trouble accessing the Meeting webcast?

We encourage you to test your computer and internet browser prior to the Meeting at the Meeting URL https://meetnow.global/MSQUUTD. If you encounter any difficulties accessing the Meeting during the check-in or Meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. Technical difficulties may arise during the course of the Meeting. The Chair of the Meeting has discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chair of the Meeting will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chair of the Meeting considers it appropriate, the Chair of the Meeting may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to complete and submit their form of proxy or voting instruction form in advance of the Meeting even if they plan to attend the Meeting online.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and are subject to the safe harbor created by those sections. This Proxy Statement also contains “forward-looking information” within the meaning of applicable Canadian securities laws. We refer to such forward-looking statements and forward-looking information collectively as “forward-looking statements”. We have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “potential,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “contemplate” and “continue”, the negative of these words, other words and terms of similar meaning and the use of future dates. Forward-looking statements involve risks and uncertainties. These uncertainties include factors that affect all businesses as well as matters specific to us.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause our actual results to be materially different than those expressed in or implied by our forward-looking statements. For us, particular uncertainties and risks include those described in our filings with the SEC, including under "Risk Factors" in our Annual Report. A copy of this document can be found by accessing the SEC’s EDGAR filing database at www.sec.gov and on SEDAR+ at www.sedarplus.ca; however, we will promptly provide a copy of this document to any Shareholder of the Company free of charge upon request. All forward-looking statements in this Proxy Statement speak only as of the date of this Proxy Statement and are based on our current beliefs and expectations. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

VOTING SECURITIES

As of April 28, 2026, 114,288,686 Shares were issued and outstanding. Each holder of Shares of record at the close of business on April 28, 2026, the Record Date established for notice of the Meeting, will be entitled to one vote for each Share held on all matters proposed to come before the Meeting.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The table below sets forth information known to us regarding the beneficial ownership of our Shares as of April 28, 2026, for:

•

each person the Company believes beneficially holds more than 5% of our outstanding Shares based solely on our review of SEC filings;

•

each of our directors and director nominees;

•

each of the named executive officers named in the Summary Compensation Table (we collectively refer to these persons as our “named executive officers”, “Named Executive Officers” or “NEOs”); and

•

all of our directors and executive officers as a group.

The number of Shares beneficially owned by a person includes Shares subject to Share options (“Options”) held by that person that are currently exercisable or that become exercisable within 60 days of April 28, 2026. Percentage calculations assume, for each person and group, that all Shares that may be acquired by such person or group pursuant to Options currently exercisable or that become exercisable within 60 days of April 28, 2026, are outstanding for the purpose of computing the percentage of Shares owned by such person or group. However, such unissued Shares described above are not deemed to be outstanding for calculating the percentage of Shares owned by any other person.

Except as otherwise indicated, the persons in the table below have sole voting and investment power with respect to all Shares shown as beneficially owned by them, subject to community property laws where applicable and subject to the information contained in the notes to the table. The percentages shown below are based on an aggregate total of 114,288,686 outstanding Shares as of April 28, 2026, plus the number of Shares underlying Options, restricted stock awards, and conversion instruments for the beneficial owner that are convertible or exercisable within 60 days for the indicated beneficial owner.


Name of Beneficial Owner	Ownership or Control Over Shares		Percentage of Shares beneficially owned
Greater than 5% Shareholders:
Michael A. DeGiglio (also a Director and NEO) c/o Village Farms, 90 Colonial Center Parkway Suite 100, Lake Mary, FL 32746 (1)		10,055,775		8.8	%
Directors and Named Executive Officers:
John P. Henry (2)(3)		460,712	*
John R. McLernon (2)(4)		531,312	*
Christopher C. Woodward (2)(5)		590,917	*
David Holewinski (2)(6)		506,380	*
Kathleen M. Mahoney (2)(7)		239,075	*
Carolyn Hauger (2)		94,810	*
Stephen C. Ruffini (2)(8)		1,861,333		1.6	%
Ann Gillin Lefever (2)(9)		705,011	*
All Directors and Executive Officers as a Group (nine Persons) (10)		15,045,325		13.2	%

* Denotes less than 1% beneficial ownership.

(1)

Consists of 9,622,441 Shares and Options to purchase 433,334 Shares that are exercisable within 60 days of April 28, 2026.

(2)

The address of each of the directors and NEOs is c/o Village Farms International, 90 Colonial Center Parkway, Suite 100, Lake Mary, FL 32746.

(3)

Consists of 193,142 Shares and Options to purchase 267,570 Shares that are exercisable within 60 days of April 28, 2026.

(4)

Consists of 239,742 Shares and Options to purchase 291,570 Shares that are exercisable within 60 days of April 28, 2026.

(5)

Consists of 313,347 Shares and Options to purchase 277,570 Shares that are exercisable within 60 days of April 28, 2026.

(6)

Consists of 274,810 Shares and Options to purchase 231,570 Shares that are exercisable within 60 days of April 28, 2026.

(7)

Consists of 116,810 Shares and Options to purchase 122,265 Shares that are exercisable within 60 days of April 28, 2026.

(8)

Consists of 1,194,666 Shares and Options to purchase 666,667 Shares that are exercisable within 60 days of April 28, 2026.

(9)

Consists of 205,011 Shares and Options to purchase 500,000 Shares that are exercisable within 60 days of April 28, 2026.

(10)

Consists of 12,262,124 Shares and Options to purchase 2,790,546 Shares that are exercisable within 60 days of April 28, 2026.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our directors and executive officers, we believe that all the Section 16(a) filing requirements for our executive officers, directors and greater than 10% Shareholders for the year ended December 31, 2025, were filed in a timely manner except for Orville Bovenschen who reported his initial statement of beneficial ownership of securities on Form 3 late. Mr. Bovenschen's Form 3 was filed with the SEC on June 13, 2025.

RECEIPT OF FINANCIAL STATEMENTS

At the Meeting, Shareholders will receive the financial statements of the Company for the fiscal year ended December 31, 2025 and the auditor’s reports thereon, but no vote by the Shareholders with respect thereto is required or proposed to be taken.

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.


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

* 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

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.

Board Recommendation

The Board recommends a vote FOR the election of all nominees for directors named in this Proxy Statement.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board believes that sound corporate governance practices are essential to contributing to the effective and efficient decision-making of management and the Board and to the enhancement of Shareholder value. The Board and management believe that the Company has a sound governance structure in place for both management and the Board. Of particular note, the Company has:

•

established a written mandate of the Board;

•

established a written charter for the Audit and Risk Committee;

•

established a written charter for the Compensation Committee;

•

established a written charter for the Corporate Governance and Nominating Committee;

•

established a written Disclosure Policy

•

established a written Insider Trading Policy; and

•

established a written Code of Ethics and Whistleblower Policy.

Each of the committee charters and all corporate governance policies can be found on the Company’s website at https://villagefarms.com, under the investor-relations/governance tab.

National Instrument 58-101—Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201—Corporate Governance Guidelines (“NP 58-201”) requires issuers, including the Company, to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on governance practices. The Company is also subject to National Instrument 52-110—Audit Committees (“NI 52-110”), which has been adopted in various Canadian provinces and territories and which prescribes certain requirements in relation to audit committees.

Board Mandate

The Board has adopted a mandate in which it explicitly assumes responsibility for stewardship of the Company. The Board is mandated to represent the Shareholders to assess and approve the strategic direction of the Company, ensure that appropriate processes for risk assessment, management and internal control are in place, monitor management performance against agreed benchmarks, and assure the integrity of financial reports. A copy of the Board Mandate is attached hereto as Appendix A.

Composition and Independence of the Board

The Company’s Board is currently composed of eight directors, a majority (six) of whom meet the independence standards under the listing standards of Nasdaq and NI 52-110. Each member of the Audit and Risk Committee, the Compensation Committee and the Corporate Governance and Nominating Committee also meet such independence standards, and in the case of Audit and Risk Committee members, the additional independence requirements of Rule 10A-3 under the Exchange Act.

Under its mandate, the Board is required to review the composition of the Board, the Audit and Risk Committee, the Compensation Committee and the Corporate Governance and Nominating Committee and assesses whether a Board or Committee member is “independent”, including an assessment of any direct or indirect relationship between each Board member, on one hand, and the Company or any of its subsidiaries, or with management, on the other than, which, in the Board’s opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Following the Meeting, the Board is expected to be composed of seven directors, with a majority (six) meeting the independence standards, as follows:


Director		Independent
Michael A. DeGiglio		No
Carolyn Hauger		Yes
John P. Henry		Yes
David Holewinski		Yes
Kathleen M. Mahoney		Yes
John R. McLernon		Yes
Christopher C. Woodward		Yes

Mr. DeGiglio, President and Chief Executive Officer of the Company is not an independent director because of his role in the Company’s management team.

Board Oversight of Risk

With regard to risk management, the Board, together with the Audit and Risk Committee, ensures that the business of the Company is conducted in compliance with applicable laws and regulations and according to the highest ethical standards; identifies and documents the financial risks and other risks that the Company faces in the course of its business and ensures that such risks are appropriately managed; and has adopted several policies to address such risks as described above.

The Board as a whole, together with the Audit and Risk Committee, has responsibility for risk oversight, with more in-depth reviews of certain areas of risk being conducted by the relevant Board committees that report on their deliberations to the full Board. The Board and its committees fulfill their oversight responsibilities with the supported of management, whose reporting processes are designed to provide information to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Areas of risk evaluated include regulatory, operational, financial (accounting, liquidity and tax), legal, compensation, competitive, health, safety and reputational risks.

The standing committees of the Board oversee risks associated with their respective principal areas of focus. The Audit and Risk Committee’s role includes a particular focus on the qualitative aspects of financial reporting to Shareholders, on our processes for the management of business and financial risk, our financial reporting obligations and for compliance with significant applicable legal, ethical and regulatory requirements. The Audit and Risk Committee, along with management, is also responsible for developing and participating in a process for review of important financial and operating topics that present potential significant risk to the Company.

The Compensation Committee is responsible for overseeing risks and exposures associated with our compensation programs and arrangements, including our executive and director compensation programs and arrangements. The Corporate Governance and Nominating Committee focuses on board nominations and management succession planning.

We recognize that a fundamental part of risk management is understanding not only the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for that company. Through their involvement in setting our business strategy, the Board, together with the Audit and Risk Committee, can assess management’s appetite for risk and also determine what constitutes an appropriate level of risk for the Company.

We believe our current Board and committee structure is appropriate and helps ensure proper risk oversight for the Company. The full Board, along with the Audit and Risk Committee, conducts general risk oversight in connection with its role in reviewing our key long-term and short-term business strategies and monitoring on an on-going basis the implementation of our key business strategies, which is supplemented by our standing Board committees that conduct more specific risk oversight related to their responsibilities. The Chair ensures that there is sufficient time on the Board agenda for risk management discussions.

Nomination of Directors

Directors of the Company are expected to bring to the Board the broadest possible knowledge and depth of experience from their chosen business or profession. Directors should evidence a demonstrated ability to deal with business, financial and social issues. This implies a capacity to provide additional strength, diversity of views and up-to-date perceptions to the Board and its deliberations. It is the mandate of the Corporate Governance and Nominating Committee to identify and recommend qualified candidates for the Board. In assessing whether identified candidates are suitable for the Board, the Corporate Governance and Nominating Committee considers: (i) the competencies and skills considered necessary for the Board as a whole; (ii) the competencies and skills that the existing directors possess, and the competencies and skills nominees will bring to the Board; and (iii) whether nominees can devote sufficient time and resources to his or her duties as a member of the Board. Potential candidates for membership on the Board will not be denied consideration by reason of race, sex, religion or affiliation with some special constituency group, nor will any candidate be selected solely for such reason.

It is the Corporate Governance and Nominating Committee’s policy to consider director candidates recommended by our Shareholders in accordance with the provisions set forth in the By-laws of the Company (the “By-laws”), which may be accessed on our website at www.villagefarms.com in the Investors section, under Governance, Advance Notice Policy. Candidates recommended by the Company’s Shareholders will be considered by the Corporate Governance and Nominating Committee, such candidates shall be evaluated in the same manner as all other director candidates.

Shareholders who wish to suggest a candidate for our Board may submit a written recommendation to our Board at 90 Colonial Center Parkway, Lake Mary, Florida, United States, 32746, or via email along with the Shareholder’s name, setting forth, among other things:

•

the name, age, and province or state, and country of residence of the proposed nominee;

•

the principal occupation, business or employment of the proposed nominee, both at present and within the five years preceding the recommendation;

•

the number of securities of each class of voting securities of the Company or its subsidiaries which are beneficially owned, or controlled or directed, directly or indirectly, by the proposed nominee as of the Record Date for the meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

•

a description of any agreement, arrangement or understanding (financial, compensation or indemnity related or otherwise) between the nominating Shareholder and the proposed nominee, or any affiliates or associates of, or any person acting jointly or in concert with the nominating Shareholder or the proposed nominee, in connection with the proposed nominee’s election as director; and

•

whether the proposed nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Company or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Company and the interests of the proposed nominee.

The Board may also request that the Shareholder provide certain additional information, and any such proposal may be excluded if it does not comply with the requirements of Rule 14a-8 and the staff interpretation of the SEC thereunder.

Shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that includes the information required by Rule 14a-19 under the Exchange Act no later than 60 days prior to the one-year anniversary of the Meeting, which deadline is April 3, 2027. In addition, pursuant to Section 7.3 of the By-laws for the Board to consider a candidate for nomination at the 2025 Annual General Meeting, Shareholders should submit the required information to the Secretary by the date no less than 30 days before the 2027 Annual General Meeting; provided, however, that if the 2027 Annual General Meeting is to be held on a date that is fewer than 50 days after the date (the “Notice Date”) on which the first public announcement of the meeting was made, notice by the nominating Shareholder may be given not later than the close of business on the tenth day following the Notice Date.

Diversity

The Corporate Governance and Nominating Committee takes diversity, including diversity of experience, perspective, education, race and gender, into consideration as part of its overall recruitment and selection process in respect of its Board and management. The Company does not have a formal policy on the representation of females on the Board or management of the Company. The Board does not believe that a formal policy will necessarily result in the identification or selection of the best candidates. As such, the Company does not see any meaningful value in adopting a formal policy in this respect at this time as it does not believe that it would further enhance gender diversity beyond the current recruitment and selection process carried out by the Corporate Governance and Nominating Committee. However, the Board is mindful of the benefit of diversity on the Board and management of the Company and the need to maximize the effectiveness of the Board and management and their respective decision-making abilities.

The Corporate Governance and Nominating Committee believes that having a diverse Board and management team offers a depth of perspective and enhances Board and management operations. The Corporate Governance and Nominating Committee values diversity of experience, perspective, education, race and gender as part of its overall annual evaluation of director nominees for election or re-election as well as candidates for management positions.

In addition, in searches for new directors or officers, the Corporate Governance and Nominating Committee will consider the level of female representation and diversity on the Board and in management and this will be one of several factors used in its search process. This will be achieved through continuously monitoring the level of female representation on the Board and in management positions and, where appropriate, recruiting qualified female candidates as part of the Company’s overall recruitment and selection process to fill Board or management positions, as the need arises, through vacancies, growth or otherwise.

The Board has not adopted targets regarding the representation of females, visible minorities, indigenous peoples, or people with disabilities on the Board and in executive officer positions due to the small size of the Company and the need to consider a balance of criteria in each individual appointment. It is important that each appointment to the Board or in executive officer positions be made, and be perceived as being made, on the merits of the individual and the needs of the Company at the relevant time. In addition, targets based on specific criteria such as gender or race could limit the Board’s ability to ensure that the overall composition of the Board or management of the Company meets the needs of the Company. Currently three (33%) of the executive officers or directors of the Company are female, visible minority, indigenous person or a person with a disability. The Corporate Governance and Nominating Committee does not currently expressly consider visible minorities, indigenous peoples and people with disabilities in nominating directors and appointing members of management.

Director Term Limits and Other Mechanisms of Board Renewal

The Board has not adopted term limits for directors or other mechanisms of board renewal at this time as it believes that the imposition of director term limits or other mechanisms of board renewal on a board implicitly discounts the value of experience and continuity amongst the board members and runs the risk of excluding experienced and potentially valuable board members as a result of arbitrary determination.

Orientation and Continuing Education

Orientation materials relating to the Company’s business and affairs are provided to new directors regarding the role of the Board and its committees including materials with respect to the Board Mandate and the mandate of each committee of the Board. Education of the directors is continuing so that they maintain and enhance their understanding of their responsibilities and the Company’s business. Historically, on an annual basis, the directors meet at one of the Company’s facilities, receive a tour of such facility and are provided an opportunity to ask questions.

Assessments

Under its mandate, and in conjunction with the Corporate Governance and Nominating Committee, the Board is required to assess the participation, contributions and effectiveness of the Chair and the individual members of the Board on an annual basis. The Board also monitors the effectiveness of the Board and its committees and the actions of the Board as viewed by the individual directors and senior management.

The Board has developed a formal questionnaire to be completed by each director on an annual basis for the purpose of formally assessing the effectiveness of the Board as a whole, committees of the Board, and the contribution of individual directors. These questionnaires, and the issues arising therefrom, are intended to be reviewed and assessed by the Chairperson on an annual basis or more frequently from time to time as the need arises. The Chairperson takes appropriate action as required based on the results obtained.

Meeting Attendance

As stated in the Board Mandate, all directors are expected to attend each meeting in person, by phone or by video conference depending on the format of the meeting, to the extent practicable. The Board of Directors held twelve meetings during 2025. All of our 2025 directors attended last year’s annual meeting of Shareholders.

The following table illustrates the attendance record of each 2025 director for all Board meetings held for the year ended December 31, 2025.


Director		Meetings Attended
Michael A. DeGiglio		12 of 12
Carolyn Hauger		11 of 12
John P. Henry		12 of 12
David Holewinski		12 of 12
Kathleen M. Mahoney		11 of 12
John R. McLernon		10 of 12
Stephen C. Ruffini		12 of 12
Christopher C. Woodward		12 of 12

Executive Sessions

The independent directors meet regularly without the presence of non-independent directors and members of management. During the year ended December 31, 2025, independent directors met four times without the presence of management non-independent directors.

Code of Ethics and Whistleblower Policy

We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Ethics and Whistleblower Policy (the “Code”). The Code is available on our website at http://www.villagefarms.com under the Governance section of our Investors page. We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

The Board has not granted any waiver of the Code in favor of a director or officer of the Company. No current reports on Form 8-K have been filed since the beginning of the Company’s most recently completed fiscal year that pertain to any conduct of a director or executive officer that constitutes a departure from the Code.

Disclosure Policy

The Company has developed a disclosure policy (the “Disclosure Policy”) to ensure that the Company meets its obligations under the various of provisions of U.S. and/or Canadian securities laws and applicable stock exchange rules relating to the requirement to make continuous and timely disclosures. This policy applies to all directors, officers and other employees of the Company and its subsidiaries, as well as all other individuals authorized to speak on behalf of the Company. The Chief Executive Officer and the Chief Financial Officer are responsible for the implementation of this policy, together with other persons designated by them (the “Disclosure Committee”).

Under this policy, the Disclosure Committee has the responsibility to:

review and approve, all written, electronic and oral statements that may contain Material Information, as defined in the Disclosure Policy, prior to being Disclosed, as defined in the Disclosure Policy;

make determinations about whether: (i) any information is Material Information; (ii) a material change has occurred; (iii) selective disclosure has been or might be made; or (iv) a misrepresentation has been made; and, in this regard, consult with counsel or other appropriate experts as the Disclosure Committee may deem necessary;

make all other determinations under this policy and grant any exemptions from this policy;

monitor the effectiveness of and compliance with this policy;

regularly update this policy to take account of new developments and standards of best practices; and

report to the Board or a committee of the Board.

A copy of the Disclosure Policy can be found on our website at http://www.villagefarms.com under the Governance section of our Investors page.

Insider Trading Policy

The Company has also developed an insider trading policy (the “Insider Trading Policy”) to provide guidelines on employee trading in the Company’s securities. The Insider Trading Policy describes the standards of the Company, including its subsidiaries on hedging, trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. The Insider Trading Policy applies to all Village Farms directors and all officers and other employees of the Company and their respective immediate family members.

A copy of the Insider Trading Policy can be found on our website at http://www.villagefarms.com under the Governance section of our Investors page and a copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Annual Report.

Conflicts of Interest and Related Party Transactions

The Corporate Governance and Nominating Committee monitors the disclosure of conflicts of interest by directors and ensures that no director will vote or participate in a discussion on a matter in respect of which such director has a material interest. The Company's procedures and responsibilities in reviewing and approving related party transactions are in writing in the Corporate Governance and Nominating Committee Charter.

Shareholder Communications with the Board

Historically, the Company has not provided a formal process related to Shareholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of Shareholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to Shareholders in a timely manner. The Company believes its responsiveness to Shareholder communications to the Board has been effective.

Board Committees

The Company has a standing Audit and Risk Committee, a Compensation Committee and a Corporate Governance and Nominating Committee, each of which is composed entirely of independent directors.

Audit and Risk Committee

The Company has a standing Audit and Risk Committee.

Membership. The current members of the Audit and Risk Committee are John Henry, David Holewinski, Christopher Woodward, and Carolyn Hauger. Mr. Henry is the Chair of the Audit and Risk Committee. The Board has determined that all members of the Audit and Risk Committee qualify as “audit and risk committee financial experts” within the meaning of applicable securities laws and stock exchange listing rules. A current copy of the Audit and Risk Committee Charter is available on the Company’s website at www.villagefarms.com.

In addition, each current member of the Audit and Risk Committee qualifies as “independent” for purposes of membership on audit committees under the listing standards of Nasdaq, the rules and regulations of the SEC (including Rule 10A-3 under the Exchange Act) and NI 52-110.

Meetings. The Audit and Risk Committee met four times during the period from January 1, 2025 until December 31, 2025.

Committee Mandate. Among its responsibilities, the Audit and Risk Committee:

•

serves as an independent and objective party to monitor the integrity of our financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance, including the review of our consolidated financial statements, MD&A and annual and interim results;

•

identifies and monitors the management of the principal risks that could impact our financial reporting;

•

monitors the independence and performance of our independent auditors, including the pre-approval of all audit fees and all permitted non-audit services in accordance with federal securities laws and the rules and regulations of the SEC;

•

monitors and assesses strategic risk exposure, including determining that the nature and level of risk appropriate for the Company;

•

considers the Company's major financial risk exposures and recommends mitigation steps to the Board;

•

provides an avenue of communication among the independent auditors, management, and the Board; and

•

encourages continuous improvement of, and foster adherence to, our policies, procedures and practices at all levels.

Compensation Committee

The Company has a standing Compensation Committee.

Membership. The Compensation Committee is currently comprised of Board members John Henry, David Holewinski, Kathleen M. Mahoney, Christopher C. Woodward and Carolyn Hauger. Ms. Mahoney is the Chair of the Compensation Committee. Each current member of the Compensation Committee qualifies as “independent” for purposes of membership on compensation committees under the listing standards of Nasdaq, the rules and regulations of the SEC and NI 52-110, and as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. The Compensation Committee can use consultants to help determine amount or forms of executive compensation but cannot fully delegate its authority to any consultant or non-member of the Compensation Committee. Furthermore, no executive officers have a role in determining amounts or forms of executive director compensation. A current copy of the Compensation Committee Charter is available on the Company’s website at www.villagefarms.com.

Meetings. The Compensation Committee met five times during the period from January 1, 2025 until December 31, 2025.

Committee Mandate. Among its responsibilities, the Compensation Committee:

•

reviews and makes recommendations to the Board regarding the corporate goals and objectives, performance and compensation of the Chief Executive Officer and Chief Financial Officer on an annual basis;

•

evaluates the performance of the Chief Executive Officer;

•

makes recommendations to the Board with respect to the compensation policies for the non-employee directors;

•

makes recommendations regarding annual bonus policies for employees, the incentive-compensation plans and equity-based plans for the Company; and

•

reviews executive compensation disclosure before the Company publicly discloses this information.

Further information pertaining the compensation of directors and officers and the role and policies of the Compensation Committee can be found in this Proxy Statement under the heading “Executive Compensation”.

Corporate Governance and Nominating Committee

The Company has a standing Corporate Governance and Nominating Committee.

Membership. The Corporate Governance and Nominating Committee is currently comprised of Board members Christopher C. Woodward, Kathleen M. Mahoney and John R. McLernon. Mr. Woodward is the Chair of the Corporate Governance and Nominating Committee. Each current member of the Corporate Governance and Nominating Committee qualifies as “independent” under the listing standards of Nasdaq, the rules and regulations of the SEC and NI 52-110, and as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. A current copy of the Corporate Governance and Nominating Committee Charter is available on the Company’s website at www.villagefarms.com.

Meetings: The Corporate Governance and Nominating Committee did not meet during the period from January 1, 2025 until December 31, 2025.

Committee Mandate. Among its responsibilities, the Corporate Governance and Nominating Committee:

•

develops, recommends to the Board, implements and monitors policies and processes related to the Company’s corporate governance guidelines;

•

review and provide in advance all material proposed related party transactions and potential conflict of interests that are not dealt with by a "special committee";

•

identifies candidates for membership on the Board; and

•

assists in educating directors and assessing their performance on an ongoing basis.

Executive Officers


Name	Position	Experience
Michael A. DeGiglio Age: 71	President and Chief Executive Officer	Mr. DeGiglio is also a Board member. Please refer to ITEM NO 1 - ELECTION OF DIRECTORS above.
Stephen C. Ruffini Age: 67	Executive Vice President and Chief Financial Officer	Mr. Ruffini has been a director of the Company starting in 2014 and Chief Financial Officer of the Company since 2009. Mr. Ruffini is also a member of the board of directors for Vanguard Food, LP. From 2001 to 2005, Mr. Ruffini was a Director and Chief Financial Officer of HIT Entertainment, Ltd., which was the pre-eminent young children's entertainment company listed on the London Stock Exchange. From 2006 to 2008, he was the Chief Financial Officer of Performing Brands, which was a publicly listed U.S. company in the beverage industry. Mr. Ruffini has a Master of Business Administration degree from the University of Texas and a Bachelor of Business Administration degree from Southern Methodist University.
Ann Gillin Lefever Age: 62	Chief Operating Officer	Ms. Gillin Lefever has been the Company's Chief Operating Officer since April 2024. Previously, she was the Company's Executive Vice President, Corporate Affairs. Prior to joining the Company, Ms. Gillin Lefever was Head of the Institutional Sales team at Barclays Capital, Inc. and Senior Equity Research analyst covering the Consumer Products sector at three Wall Street firms. Ms. Gillin Lefever holds a Bachelor of Science Degree in Finance from Georgetown University and an MBA from The Wharton School -University of Pennsylvania.

ITEM NO. 2— APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ON AN ADVISORY, NON-BINDING BASIS

Section 14A of the Exchange Act requires that we provide the Shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

Our compensation program is designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of the Shareholders with our ability to attract and retain talented executives. To achieve these objectives, we offer our NEOs a compensation package that consists of three key elements: (i) base salary, (ii) short-term compensation incentives to reward corporate and personal performance through potential annual cash bonuses; and (iii) long-term compensation incentives related to long-term increase in Share value through participation in our equity compensation plan.

As an advisory vote, the vote on this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by the Shareholders in their vote on this proposal, and therefore will take such vote into consideration when evaluating the Company’s compensation programs and practices applicable to the NEOs.

Board Recommendation

The Board unanimously recommends a vote FOR the approval of the compensation of the Named Executive Officers as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion beginning with the section titled “Executive Compensation.”

ITEM NO. 3—APPOINTMENT OF AUDITORS

The Board, on the Audit and Risk Committee’s advice, recommends the re-appointment of KPMG LLP (“KPMG”), as the independent registered public accounting firm to serve as the Company's independent auditors for the fiscal year ending December 31, 2026, and authorizing the directors to fix their remuneration. KPMG will hold this office until the next annual Shareholders’ meeting or until a successor is named.

Representatives of KPMG will be available at the Meeting to respond to appropriate questions. They will also have an opportunity to make a statement if they wish to do so.

Board Recommendation

The Board unanimously recommends a vote FOR the re-appointment of KPMG LLP as the independent registered public accounting firm to serve as the Company's auditor to hold office until the next annual meeting of Shareholders, and authorizing the directors to fix their remuneration.

Audit, Audit-Related, Tax and Other Fees

The table below presents fees for professional services rendered by KPMG, our current auditor, for the fiscal years ended December 31, 2025 and 2024, respectively.


	Aggregate Amount Billed
	2025		2024
Audit Fees(1)	$	1,692,548	$	1,641,727
Audit Related Fees(2)		—		20,100
All other fees (3)		3,650		6,087
Total	$	1,696,198	$	1,667,914

(1)

Audit fees include fees for professional services provided by KPMG in connection with the audit of our consolidated financial statements, review of our quarterly financial statements, and related services.

(2)

Audit-related fees include fees billed for assurance and related services reasonably related to the performance of the audit and other U.S. securities rules and regulations, including consents, comfort letters and other attestation services.

(3)

All other fees consisted of fees for software services.

Pre-Approval Policies and Procedures

Our Audit and Risk Committee pre-approves all audit and permitted non-audit and tax services provided by its independent registered public accounting firm. Pre-approval is detailed as to the particular service and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit and Risk Committee regarding the extent of services performed to date. All of the services relating to the fees described in the table were pre-approved by the Audit and Risk Committee.

Audit and Risk Committee Report

This report is furnished by the Audit and Risk Committee of the Board with respect to our financial statements for the year ended December 31, 2025.

One of the purposes of the Audit and Risk Committee is to oversee our accounting and financial reporting processes and the audit of our annual financial statements. Our management is responsible for the preparation and presentation of complete and accurate financial statements. Our independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on their audit.

In performing its oversight role, the Audit and Risk Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2025 with our management. Management represented to the Audit and Risk Committee that our financial statements were prepared in accordance with generally accepted accounting principles. The Audit and Risk Committee has discussed with KPMG LLP, our independent registered public accounting firm, the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit and Risk Committee has received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding communications with audit committees concerning independence. The Audit and Risk Committee has discussed with KPMG LLP its independence and concluded that the independent registered public accounting firm is independent from the Company and our management.

Based on the review and discussions of the Audit and Risk Committee described above, the Audit and Risk Committee recommended to the Board that our audited financial statements for the year ended December 31, 2025 be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

Audit and Risk Committee

John P. Henry, Chair

Carolyn Hauger

David Holewinski

Christopher C. Woodward

EXECUTIVE COMPENSATION

Named Executive Officers

Our executive leadership team is comprised of accomplished industry and financial professionals who are dedicated to building a vertically integrated agriculturally based company. The team includes our Chief Executive Officer, Mr. Michael A. DeGiglio, our Executive Vice President and Chief Financial Officer, Mr. Stephen C. Ruffini, whose biographies are listed above, as well as our Chief Operating Officer, Ann Gillin Lefever. These executives were our NEOs in respect of our 2025 fiscal year.

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.

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.

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.


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

(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.

(10)

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 ca

SEC Form DEF 14A filed by Village Farms International Inc.