Our CEO is the PEO. The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ending December 31, 2025, 2024 and 2023 and our financial performance for each such fiscal year, in accordance with Item 402(v).
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Year |
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Summary Compensation Table for PEO(1)(2) |
|
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Compensation Actually Paid to PEO(3) |
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Average Summary Compensation Table Total for Non-PEO NEOs(2) |
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Average Compensation Actually Paid to non-PEO NEOs(3) |
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Total Shareholder Return (“TSR”) |
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Net Income (Loss)(5) |
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2025 |
|
$ |
3,783,169 |
|
|
$ |
4,568,142 |
|
|
$ |
1,346,441 |
|
|
$ |
2,138,179 |
|
|
$ |
272 |
|
|
$ |
32,441,000 |
|
2024 |
|
$ |
1,693,552 |
|
|
$ |
1,663,550 |
|
|
$ |
743,615 |
|
|
$ |
743,507 |
|
|
$ |
58 |
|
|
$ |
(33,850,000 |
) |
2023 |
|
$ |
1,240,791 |
|
|
$ |
1,219,051 |
|
|
$ |
562,612 |
|
|
$ |
535,095 |
|
|
$ |
57 |
|
|
$ |
(34,798,000 |
) |
(1) Michael A. DeGiglio served as the principal executive officer of the Company during 2025, 2024 and 2023.
(2) The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the NEOs as a group (excluding the PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table” of this Proxy Statement. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year include Stephen C. Ruffini and Ann Gillin Lefever.
(3) The dollar amounts reported as “compensation actually paid” to the Company’s PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEO or the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in the compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation and the average total compensation of the NEOs as a group (excluding the PEO) for each year to determine the compensation actually paid:
Year |
|
PEO or NEOs |
|
Reported Summary Compensation Table Total |
|
|
Minus Reported Value of Equity Awards (a) |
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|
Plus Fair Value at Fiscal Year-end of Outstanding and Unvested Option Awards and Stock Awards Granted in the Fiscal Year |
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Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year |
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Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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|
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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Plus Value of Dividends or Earnings Paid on Equity Awards in the Fiscal Year that are not Otherwise Reflected in the Value of Total Compensation |
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Equals Compensation Actually Paid |
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2025 |
|
PEO |
|
$ |
3,783,169 |
|
|
$ |
(103,935 |
) |
|
$ |
63,229 |
|
|
$ |
85,668 |
|
|
$ |
— |
|
|
$ |
740,010 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,568,142 |
|
2025 |
|
NEOs |
|
$ |
1,346,441 |
|
|
$ |
(50,339 |
) |
|
$ |
30,622 |
|
|
$ |
597,789 |
|
|
$ |
— |
|
|
$ |
213,667 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,138,179 |
|
2024 |
|
PEO |
|
$ |
1,693,552 |
|
|
$ |
(630,000 |
) |
|
$ |
— |
|
|
$ |
(4 |
) |
|
$ |
600,000 |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,663,550 |
|
2024 |
|
NEOs |
|
$ |
743,615 |
|
|
$ |
(250,000 |
) |
|
$ |
— |
|
|
$ |
(60 |
) |
|
$ |
250,000 |
|
|
$ |
(48 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
743,507 |
|
2023 |
|
PEO |
|
$ |
1,240,791 |
|
|
$ |
(82,440 |
) |
|
$ |
76,100 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(15,400 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,219,051 |
|
2023 |
|
NEOs |
|
$ |
562,612 |
|
|
$ |
(164,800 |
) |
|
$ |
164,883 |
|
|
$ |
(19,300 |
) |
|
$ |
— |
|
|
$ |
(8,300 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
535,095 |
|
(a) For the PEO, the grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year. For the NEOs, the grant date fair value of equity awards represents the average of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year.
(4) The comparison of total shareholder returns assumes that $100 was invested on December 31, 2022, in Village Farms.
(5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.
(1) Michael A. DeGiglio served as the principal executive officer of the Company during 2025, 2024 and 2023.
(4) The comparison of total shareholder returns assumes that $100 was invested on December 31, 2022, in Village Farms.
Year |
|
PEO or NEOs |
|
Reported Summary Compensation Table Total |
|
|
Minus Reported Value of Equity Awards (a) |
|
|
Plus Fair Value at Fiscal Year-end of Outstanding and Unvested Option Awards and Stock Awards Granted in the Fiscal Year |
|
|
Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
|
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Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year |
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Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
|
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
Plus Value of Dividends or Earnings Paid on Equity Awards in the Fiscal Year that are not Otherwise Reflected in the Value of Total Compensation |
|
|
Equals Compensation Actually Paid |
|
|||||||||
2025 |
|
PEO |
|
$ |
3,783,169 |
|
|
$ |
(103,935 |
) |
|
$ |
63,229 |
|
|
$ |
85,668 |
|
|
$ |
— |
|
|
$ |
740,010 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,568,142 |
|
2025 |
|
NEOs |
|
$ |
1,346,441 |
|
|
$ |
(50,339 |
) |
|
$ |
30,622 |
|
|
$ |
597,789 |
|
|
$ |
— |
|
|
$ |
213,667 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,138,179 |
|
2024 |
|
PEO |
|
$ |
1,693,552 |
|
|
$ |
(630,000 |
) |
|
$ |
— |
|
|
$ |
(4 |
) |
|
$ |
600,000 |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,663,550 |
|
2024 |
|
NEOs |
|
$ |
743,615 |
|
|
$ |
(250,000 |
) |
|
$ |
— |
|
|
$ |
(60 |
) |
|
$ |
250,000 |
|
|
$ |
(48 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
743,507 |
|
2023 |
|
PEO |
|
$ |
1,240,791 |
|
|
$ |
(82,440 |
) |
|
$ |
76,100 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(15,400 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,219,051 |
|
2023 |
|
NEOs |
|
$ |
562,612 |
|
|
$ |
(164,800 |
) |
|
$ |
164,883 |
|
|
$ |
(19,300 |
) |
|
$ |
— |
|
|
$ |
(8,300 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
535,095 |
|
(a) For the PEO, the grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year. For the NEOs, the grant date fair value of equity awards represents the average of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year.
Year |
|
PEO or NEOs |
|
Reported Summary Compensation Table Total |
|
|
Minus Reported Value of Equity Awards (a) |
|
|
Plus Fair Value at Fiscal Year-end of Outstanding and Unvested Option Awards and Stock Awards Granted in the Fiscal Year |
|
|
Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
|
|
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year |
|
|
Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
|
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
Plus Value of Dividends or Earnings Paid on Equity Awards in the Fiscal Year that are not Otherwise Reflected in the Value of Total Compensation |
|
|
Equals Compensation Actually Paid |
|
|||||||||
2025 |
|
PEO |
|
$ |
3,783,169 |
|
|
$ |
(103,935 |
) |
|
$ |
63,229 |
|
|
$ |
85,668 |
|
|
$ |
— |
|
|
$ |
740,010 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,568,142 |
|
2025 |
|
NEOs |
|
$ |
1,346,441 |
|
|
$ |
(50,339 |
) |
|
$ |
30,622 |
|
|
$ |
597,789 |
|
|
$ |
— |
|
|
$ |
213,667 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,138,179 |
|
2024 |
|
PEO |
|
$ |
1,693,552 |
|
|
$ |
(630,000 |
) |
|
$ |
— |
|
|
$ |
(4 |
) |
|
$ |
600,000 |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,663,550 |
|
2024 |
|
NEOs |
|
$ |
743,615 |
|
|
$ |
(250,000 |
) |
|
$ |
— |
|
|
$ |
(60 |
) |
|
$ |
250,000 |
|
|
$ |
(48 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
743,507 |
|
2023 |
|
PEO |
|
$ |
1,240,791 |
|
|
$ |
(82,440 |
) |
|
$ |
76,100 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(15,400 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,219,051 |
|
2023 |
|
NEOs |
|
$ |
562,612 |
|
|
$ |
(164,800 |
) |
|
$ |
164,883 |
|
|
$ |
(19,300 |
) |
|
$ |
— |
|
|
$ |
(8,300 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
535,095 |
|
(a) For the PEO, the grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year. For the NEOs, the grant date fair value of equity awards represents the average of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year.
Relationship between CAP and TSR
The graph below illustrates the relationship between CAP and our TSR for the CEO and the other NEOs..
$1,219 $535 $(94) $1,664 $(88) $744 $3,567 $2,035 $172 $(200) $(100) $(80) $(60) $(40) $(20) $- $20 $40 $60 $80 $(500) $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 December 31, 2020 December 31, 2021 December 31, 2022 Total Shareholder Return (TSR) Compensation Actually Paid ( $ millions) CAP vs. Company TSR vs. Peer Group TSR CEO CAP Avg Other NEOs CAP $3,100 $192 $(193) $63 $3 $(79) $(7) $(8) $(52) $1,797 $785 $(17) $(100) $(80) $(60) $(40) $(20) $- $20 $40 $60 $80 $(500) $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 December 31, 2023 December 31, 2024 December 31, 2025 Total Shareholder Return (TSR) Compensation Actually Paid ( $millions) CEO Pay versus Performance: Total Shareholder Return CEO CAP Avg Other NEOs CAP
Relationship between CAP and GAAP Net Income (Loss)
The graph below reflects the relationship between the CEO and the average other NEOs CAP and our GAAP Net Income (Loss) for each year.
Compensation Actually Paid ( $ millions) CAP vs. Net Income $1,219 $ $535 $(34,798) $1,664 $744 $(33,850) $3,567 $2,035 $32,441 December 31, 2023 December 31, 2024 December 31, 2025 CEO CAP Avg Other NEOs CAP GAAP Net Loss GAAP Net Loss ( $ millions)
