Michael DeGiglio
Village Farms InternationalAbout Michael DeGiglio
Founder and long-tenured CEO of Village Farms International (VFF), DeGiglio has served as Chief Executive Officer since 1989 and as a director since October 2016. He previously founded Agro‑Dynamics (1984), later serving as President/CEO of EcoScience (NASDAQ) through its merger with Village Farms (1995–1999). A former U.S. Navy Captain (active duty 1976–1983; reserves to 2001), he holds a B.S. in Aeronautical Science from Embry‑Riddle and chaired its Presidential Advisory Board . As of the 2023 proxy, age 68 .
Pay‑versus‑performance: VFF’s “Compensation Actually Paid” to the PEO tracked deeply negative TSR in 2022 and 2023 and modestly positive TSR in 2021; GAAP net losses persisted across all three years, underscoring a challenged alignment backdrop .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Village Farms International | Founder; CEO; Director | CEO since 1989; Director since Oct 2016 | Built vertically integrated produce/cannabis platform; public listing; cross-border operations . |
| EcoScience Company (NASDAQ) | President & CEO | 1995–1999 (through merger with VFF) | Led post‑acquisition integration of Agro‑Dynamics and platform combination with Village Farms . |
| Agro‑Dynamics Inc. | Founder; President | 1984–1992 (acq. by EcoScience) | Early platform that seeded VFF’s operating base . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Navy (Active/Reserve) | Multiple leadership roles; retired Captain | 1976–2001 | Leadership, operations, international tours; >5,000 flight hours . |
| Embry‑Riddle Aeronautical University | Former Chairman, Presidential Advisory Board | N/A | Governance and advisory leadership to alma mater . |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary (USD) | $1,032,729 | $1,007,538 | 2025 10‑K/A SCT . |
| Cash Bonus | – | – | No bonus reported (2024/2023) . |
| All Other Comp (incl. 401(k) match, auto) | $30,823 | $30,687 | Auto allowance $24k; employer 401(k) match $6,823 (2024) and $6,687 (2023) . |
| Historical base (agreement) | $707,538 (effective 1/1/2021) | — | Under employment agreement; annual review for increases, not decreases . |
Performance Compensation
| Instrument | Grant/Action | Terms / Metrics | Vesting | Realization |
|---|---|---|---|---|
| Restricted Stock | 600,000 shares approved 8/30/2024 | Performance‑conditioned; fully vested upon satisfaction | Vested 9/3/2024 | Fair value $630,000 in 2024 SCT . |
| Stock Options | 100,000 options (Feb 2023) | Black‑Scholes FV $0.8244/option | Usual 3‑yr ratable vesting | $82,440 option value in 2023 SCT . |
| Stock Options | 300,000 options (9/30/2020) | Exercise $4.91; 10‑yr term | 1/3 each year over 3 years | Outstanding at 12/31/2020 . |
| Stock Options | 100,000 options (3/12/2019) | Exercise $14.29; 10‑yr term | 1/3 each year over 3 years | Outstanding at 12/31/2020 . |
| STIP (Annual Bonus) | Eligibility up to 100% of salary | Performance goals set by Compensation Committee | Annual | Eligible, amounts not disclosed for 2023/2024 . |
| LTIP (Equity) | Eligibility up to 100% of salary | Options/PSUs per Committee | Multi‑year | As per agreement . |
Performance linkage context (Company disclosure):
- Compensation Committee sets annual and long‑term incentive goals; structure allows up to 100% of salary for each of STIP and LTIP .
- Pay‑Versus‑Performance (PEO): CAP vs TSR and Net Loss, 2021–2023:
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Average Non‑PEO SCT Total ($) | Average Non‑PEO CAP ($) | TSR (%) | Net Loss ($) |
|---|---|---|---|---|---|---|
| 2021 | 732,981 | 191,642 | 1,147,786 | 784,845 | 3 | (9,079,000) |
| 2022 | 747,416 | (192,950) | 462,705 | (268,611) | (79) | (101,146,000) |
| 2023 | 1,240,791 | 1,219,051 | 562,612 | 574,072 | (94) | (31,798,000) |
Equity Ownership & Alignment
| As‑of Date | Beneficial Ownership (Shares + In‑the‑money Options within 60 days) | % of Shares Outstanding | Source |
|---|---|---|---|
| Mar 24, 2020 | 9,774,882 | 17.4% | 2019 10‑K (filed 2020) . |
| Mar 12, 2021 | 9,626,196 | 12.0% | 2020 10‑K/A . |
| Apr 26, 2024 | 9,891,460 (incl. 533,333 options) | 9.0% | 2024 10‑K/A table . |
| Sep 30, 2024 | 10,091,460 (incl. 533,333 options) | 8.9% | SC 13G/A . |
| Apr 21, 2025 | 10,154,793 (incl. 566,666 options) | 9.0% | 2025 10‑K/A . |
- Hedging policy: Named Executive Officers and directors are prohibited from purchasing hedging/offset instruments (e.g., equity swaps, collars) designed to offset declines in VFF shares .
- Pledging: No explicit pledging disclosure identified in the cited filings.
- Vested vs. unvested (historical snapshot as of 12/31/2020): 210,000 performance shares unvested; options outstanding included 300,000 (2020 grant) unvested, 33,333/66,667 (2019 grant) exercisable/unexercisable; older deeply in‑the‑money options also outstanding .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective/Term | July 13, 2020; initial 3‑year term, auto‑renews for successive 1‑year periods absent 90‑day non‑renewal notice (treated as termination without cause) . |
| Base Salary | $661,250 initially; increased to $707,538 effective Jan 1, 2021; subject to annual review (no decreases) . |
| Incentives | Eligible for annual STIP and LTIP, each up to 100% of then‑current base salary (Committee‑set goals) . |
| Perquisites | $2,000/month auto allowance; six weeks’ vacation; participation in 401(k), 409A and welfare plans . |
| Severance (Without Cause / Good Reason) | Lump‑sum cash equal to 36 months’ base salary plus pro‑rata short‑term bonus; 18 months of welfare benefits; payable within 30 days of termination . |
| Death/Disability | Base salary and benefits for the greater of remaining term or 12 months . |
| “Good Reason” (incl. CoC) | Includes materially adverse job changes, company breach, relocation >35 miles, or a change in control; executive may resign and receive severance (i.e., single‑trigger via CoC qualifying as Good Reason) . |
| For Cause | Termination with no severance . |
Implications:
- Change‑in‑control single‑trigger via Good Reason is shareholder‑unfriendly and elevates transaction‑related payout risk .
- 3x salary severance plus pro‑rata bonus is at the upper end of small/mid‑cap norms .
Board Governance and Director Service
- Service and independence: DeGiglio has served as a director since October 2016; he is not independent due to his management role as CEO .
- Board composition: Eight directors, with a majority (six) independent; all members of Audit & Risk, Compensation, and Corporate Governance & Nominating Committees meet independence standards (implying DeGiglio does not serve on those committees) .
- CEO/Chair separation: VFF has maintained a majority‑independent board and historically separated the Chair role from the CEO (e.g., 2019 filing lists John R. McLernon as Chair), mitigating CEO/Chair consolidation risk .
- Other public company boards: The 2024 10‑K/A states none of VFF’s directors hold other public company directorships, absent indications otherwise .
Compensation Structure Analysis (Signals)
- Mix and shifts: 2024 included a sizable performance‑conditioned RS grant that vested rapidly (600k shares vested within days), improving near‑term realizable pay despite negative TSR trends in prior years—watch for potential outsized realized comp in low‑TSR context .
- Options cadence: Post‑2020, option grants continued (100k in 2023), maintaining at‑risk exposure tied to share price; 2019/2020 grants vested ratably over three years .
- Guarantees vs at‑risk: Agreement permits up to 100% of salary for both STIP and LTIP—strong at‑risk potential, but absent disclosed metric specifics; reliance on Committee discretion noted in filings .
- Clawbacks: Not specifically disclosed in cited documents; hedging instruments by insiders prohibited (alignment positive) .
Vesting Schedules and Insider Selling Pressure
- Options: 2019 grant (100k @ $14.29) and 2020 grant (300k @ $4.91) vest 1/3 annually over 3 years; 10‑year expiration .
- RS/PSU: 600k restricted shares approved 8/30/2024 vested 9/3/2024 upon performance satisfaction—near‑term liquidity potential if sold .
- Historical selling: Early‑warning filing shows sale of 180,000 shares in June 2018 (~$1.15M gross), indicating willingness to monetize at times; since then, stake remains ~9%–9.0% as of 2024–2025 .
Performance & Track Record
- PVP and fundamentals: CAP declined alongside steep negative TSR (–79% in 2022, –94% in 2023) and continued net losses, then modestly positive TSR in 2021 with ongoing losses, suggesting challenged absolute performance during the period presented .
- Achievements: Continued option and equity awards tied to Committee goals; major equity issuance to PEO in 2024 with performance satisfaction indicates milestone completions (details not specified) .
- Controversies/legal: No executive legal proceedings disclosed in the cited sections.
Compensation and Ownership Tables (Multi‑Year Summary)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,032,729 | 630,000 | – | 30,823 | 1,693,552 |
| 2023 | 1,007,538 | – | 82,440 | 30,687 | 1,240,791 |
| 2022 | 707,538 | – | – | 39,878 | 747,416 |
| 2021 | 707,538 | – | – | 25,443 | 732,981 |
| 2020 | 661,250 | 2,530,000 | 903,000 | 25,642 | 4,119,892 |
| Beneficial Ownership Snapshot | Shares/Options | % |
|---|---|---|
| Apr 2025 | 10,154,793 (incl. 566,666 options) | 9.0% |
| Sep 2024 | 10,091,460 (incl. 533,333 options) | 8.9% |
| Apr 2024 | 9,891,460 (incl. 533,333 options) | 9.0% |
| Mar 2021 | 9,626,196 | 12.0% |
Related Party, Policies, and Red Flags
- Hedging/offset instruments: Prohibited for NEOs/directors (alignment positive) .
- Pledging: No explicit disclosure identified in cited filings.
- Single‑trigger severance via change‑in‑control (through Good Reason): Red flag vs investor‑preferred double‑trigger .
- Two insiders on Board (CEO and CFO) reduce independence, though majority of Board and all key committees are independent .
Board Governance (Director‑Specific)
- Committees: All Audit & Risk, Compensation, and Corporate Governance & Nominating Committee members are independent; as a non‑independent director, DeGiglio is not a member of those committees .
- Independence: Not independent (CEO) .
- Years of service on Board: Since Oct 2016 .
- Lead Independent/Chair: Board maintains majority independence; historical filings show a separate Chair (e.g., John R. McLernon) mitigating CEO/Chair concentration risk .
- Other directorships: None disclosed for DeGiglio in other SEC‑registered issuers per 2024 filing .
Investment Implications
- Alignment: Large continuing stake (~9%) materially aligns CEO with shareholders; hedging prohibitions bolster alignment .
- Overhang/flow: 600k restricted shares vested in Sept 2024 increase potential sellable float; options from 2019–2023 continue to roll into exercisable status—monitor Form 4s for selling pressure .
- Pay risk: Single‑trigger CoC severance (3x salary + pro‑rata bonus, benefits) may incentivize transactions; scrutinize any M&A and governance process .
- Performance linkage: With multi‑year negative TSRs and ongoing net losses, rapid vesting of large 2024 RS raises pay‑for‑performance scrutiny; future equity awards and metrics should be assessed for rigor as disclosures become available .
- Governance: Majority‑independent Board and independent key committees mitigate dual‑role concerns; CEO is not committee‑eligible, reducing structural conflicts .
Data Sources: VFF DEF 14A (2025, 2024, 2023, 2022, 2021), 10‑K/A (2025, 2024, 2021/2020), 8‑K (7/13/2020), SC 13G/A (11/14/2024), as cited above.