Village Farms International Inc

The following table details the compensation information for the fiscal years ended December 31, 2023 and 2022 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.

(1)

Mr. DeGiglio received a grant of 100,000 Options in February 2023. The amount listed in this column represents the grant date fair value of the Options as calculated using the Black-Scholes option pricing model resulting in a value of US$0.8244 per Option. See Note 16 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”).

(2)

Mr. DeGiglio received a $24,000 auto allowance and $6,687 in employer 401(k) matches during 2023 and a $24,000 auto allowance and $15,878 in employer 401(k) matches during 2022.

(3)

Mr. Ruffini received a grant of 200,000 Options in February 2023. The amount listed in this column represents the grant date fair value of the Options as calculated using the Black-Scholes option pricing model resulting in a value of US$0.8244 per Option. See Note 16 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to ASC 718.

(4)

Mr. Ruffini received $8,579 and $15,250 in employer 401(k) matches during fiscal years 2023 and 2022, respectively.

(5)

Ms. Gillin Lefever received a grant of 200,000 Options in February 2023 and a grant of 100,000 Options in February 2022. The amounts listed in this column represent the grant date fair value of the Options as calculated using the Black-Scholes option pricing model resulting in a value of US$0.8244 per Option for the Options granted February 2023 and a value of US$3.95 per Option for the Options granted February 2022. See Note 16 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to ASC 718.

(6)

Ms. Gillin Lefever received $6,615 and $4,000 in employer 401(k) matches during fiscal years 2023 and 2022, respectively.

(7)

Mr. Dosanjh served as the President and Chief Executive Officer of Pure Sunfarms until November 16, 2023. Mr. Dosanjh was not an “executive officer” of the Company but is required to be identified as a “named executive officer” in this Proxy Statement in accordance with SEC rules and regulations. Mr. Dosanjh earned a 2023 salary of C$460,339 through November 16, 2023, the date of his termination. His salary was converted into U.S. dollars at the weighted average 2023 exchange rate of 0.74106. Mr. Dosanjh had a 2022 salary of C$513,594 and a bonus of C$159,342. His salary and bonus for 2022 were converted into U.S. dollars at the weighted average 2022 exchange rate of 0.768949 Canadian dollars to one U.S. dollar.

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 $22,500 for 2023 ($30,000 for employees over fifty-five). For the calendar year ended December 31, 2023, the Company matched 100% of a participant’s first 1% contribution and 50% on each participant’s contributions of 2% to 6%.

The Company also sponsors a nonqualified deferred compensation plan for its Named Executive Officers and other executives under section 409A of the United States Internal Revenue Code (the “409A Plan”) and provides that participating employees are eligible to defer up to 80% of their salaries and annual cash bonuses on an annual basis. The Company may match up to 25% of the first 4% of employee salary deferrals. Since the summer of 2012, the Company suspended the Company match on the nonqualified deferred compensation plan.

Other Benefits

In certain cases, the Compensation Committee may recommend inclusion of automobile allowances, fitness allowances and the payment of certain professional dues as a component of a competitive remuneration package for executives.