Village Farms International, Inc. (VFF): Other Stephen C. Ruffini appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On October 19, 2026, Village Farms International, Inc. (the “ Company ”) entered into an employment agreement (the “ Employment Agreement ”), effective as of October 16, 2026, with Stephen C. Ruffini, establishing the terms of Mr. Ruffini’s employment as the Company’s Executive Vice President, Mergers & Acquisitions.
Pursuant to the Employment Agreement, Mr. Ruffini will receive an annualized base salary of US$400,000, subject to periodic review, and is eligible for a discretionary annual bonus for fiscal year 2026 with a target opportunity of up to 50% of base salary. He is also eligible for awards under the Company’s Amended and Restated Share-Based Compensation Plan, with a fiscal year 2026 target opportunity of up to 30% of base salary.
Mr. Ruffini is entitled to Company-paid term life and disability insurance and is eligible to participate in the Company’s employee benefit plans and programs applicable to the Company’s employees and executives generally.
The Employment Agreement provides for a term ending May 31, 2028, unless terminated earlier in accordance with its terms. The Employment Agreement contains a termination clause whereby if Mr. Ruffini is terminated without cause, if he resigns for good reason, including in connection with a change in control, or if the term expires, he will receive continued base salary for 18 months after his last day of employment, subject to his execution of a release of claims. Upon termination for any reason, his equity awards will be governed by the applicable plan and award agreements.
Mr. Ruffini is subject to confidentiality and invention-assignment covenants. He is also subject to non-competition and non-solicitation covenants that apply during employment and during the salary continuation period. The Employment Agreement also provides for indemnification to the fullest extent permitted by law.
The Employment Agreement will be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2026.