Stephen Ruffini
Village Farms InternationalAbout Stephen Ruffini
Stephen C. Ruffini is Executive Vice President and Chief Financial Officer of Village Farms International (VFF) and a director since 2014; he has served as CFO since 2009 and is age 66, with an MBA from the University of Texas and a BBA from Southern Methodist University . Pay-versus-performance disclosure shows negative TSR figures and substantial GAAP net losses during 2022–2024, indicating challenging shareholder returns over this window (TSR values of (79), (94), and (88); GAAP net losses of $101.1M, $34.8M, and $35.9M) . Ruffini is a management (non-independent) director; the Board remains majority independent and its key committees are entirely independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HIT Entertainment Ltd. | Director & Chief Financial Officer | 2001–2005 | Finance leadership at a leading children’s entertainment company listed on LSE |
| Performing Brands (U.S. beverage company) | Chief Financial Officer | 2006–2008 | Public-company finance oversight in beverage sector |
| Arthur Andersen | Tax Manager | 1984–1993 | Tax advisory and technical finance foundation |
External Roles
- The proxy’s biography for Ruffini does not list other current public company board roles beyond VFF .
- Board service at VFF: Director since 2014; attended 8 of 8 Board meetings in 2024; independent directors held four executive sessions without management in 2024 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 540,000 | 540,091 |
| Target Bonus (%) | Up to 50% of base salary | Up to 50% of base salary |
| All Other Compensation ($) | 8,579 (401(k) match) | 11,291 (401(k) match) |
| Total Compensation ($) | 713,379 | 801,382 |
Notes:
- Employment agreement effective July 1, 2023; base salary $540,000 (subject to increases); four weeks’ vacation; eligible for Equity Plan, 401(k), and 409A participation .
Performance Compensation
Stock Awards
| Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Shares | May 10, 2024 | 190,839 | 250,000 | Vesting per Equity Plan terms (not separately detailed) |
Option Awards (Grants and Accounting)
| Grant | Grant Date | Options | Grant-Date Fair Value ($) | Fair Value Method | Notes |
|---|---|---|---|---|---|
| Stock Options | Feb 1, 2023 | 200,000 | 164,800 | Black-Scholes; $0.8244 per option | 3-year equal annual vesting schedule |
Outstanding Options (as of Dec 31, 2024)
| Option Block | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2019–2021 blocks | 200,000 | — | 5.29 | May 29, 2030 |
| 2021 block | 100,000 | — | 6.23 | Dec 2, 2031 |
| 2019 block | 100,000 | — | 13.60 | Mar 12, 2029 |
| 2023 block | 66,667 | 133,333 | 1.08 | Feb 1, 2033 |
Compensation design notes:
- Annual bonus: up to 50% of base salary, based on quantitative and qualitative goals set by CEO and/or Compensation Committee; specific metrics, weights, and payouts are not disclosed for Ruffini .
- The Compensation Committee states it does not use GAAP net loss or “compensation actually paid” (CAP) as bases for incentive decisions .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| May 9, 2025 | 1,708,563 | 1.5% | Includes shares and options exercisable within 60 days |
- Insider Trading Policy addresses standards on hedging and trading; the proxy does not present a specific pledging policy section; no pledging disclosure for Ruffini is provided in the proxy .
- Equity Plan capacity outstanding: 6,518,409 securities issuable; weighted-average option exercise price $2.92; 4,715,296 shares remain available for future issuance as of Dec 31, 2024 .
Recent Insider Activity (trading signals)
| Date | Transaction | Shares | Price ($) | Source |
|---|---|---|---|---|
| May 30, 2025 | Open market purchase | 25,000 | 1.206 | |
| Sep 26, 2024 | Open market purchase | 20,000 | 0.92 |
Employment Terms
| Term Element | Detail |
|---|---|
| Agreement Dates | Effective July 1, 2023; expires June 30, 2026; auto-extends for successive one-year periods unless 90-day non-renewal notice (treated as termination without cause) |
| Base Salary | $540,000; subject to increases (not decreases) determined by Board |
| Bonus Opportunity | Up to 50% of base salary (quantitative and qualitative goals) |
| Severance (without cause or Good Reason) | Lump-sum equal to 18 months of then-current base salary plus pro-rata bonus, payable within 30 days; continued welfare benefits for 18 months |
| Good Reason definition | Includes materially adverse change in role, Company breach, office relocation causing additional 15-mile commute from Lake Mary, FL office, or change in control of the Company |
| For-cause termination | No severance |
| Employee benefits | Eligibility for Equity Plan awards; 401(k) and 409A plan participation; health/dental benefits |
| Death/Disability | Base salary and benefits for greater of remaining term or 12 months |
Change-of-control mechanics:
- “Change in control” is included in Good Reason; therefore, CFO may resign upon change-in-control and receive severance (indicative of single-trigger severance eligibility via Good Reason) .
Board Governance
| Item | Detail |
|---|---|
| Independence Status | Not independent (management director) |
| Board Composition | Eight directors; majority (six) independent |
| Committee Memberships | Audit and Risk; Compensation; Corporate Governance/Nominating committees are entirely independent; Ruffini is not listed as a member |
| Attendance | 8 of 8 Board meetings in 2024 |
| Chair & Leadership | Chair of the Board: John R. McLernon; independent directors held four executive sessions in 2024 |
| Director Compensation Structure (non-employee) | Retainer $60,000; Chair +$30,000; Audit Chair +$15,000; Compensation Chair +$10,000; 2024 non-employee directors also received restricted stock awards (e.g., 51,020 and 65,790 shares at $0.98 and $0.76 grant values) |
Say-on-Pay:
- Advisory vote proposed with Board recommendation FOR approval; Compensation Committee emphasizes balance of short- and long-term incentives .
Pay vs Performance Context (Company-level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO CAP ($) | (192,950) | 1,219,051 | 1,663,550 |
| Avg NEO CAP ($) | (268,611) | 535,095 | 743,507 |
| Total Shareholder Return (TSR) | (79) | (94) | (88) |
| GAAP Net Loss ($) | (101,146,000) | (34,798,000) | (35,850,000) |
Notes:
- Compensation Committee does not use GAAP Net Loss or CAP to set incentives .
Compensation Structure Analysis
- Shift in equity mix: Ruffini received a 2024 restricted share grant (190,839 shares; $250,000 FV), whereas 2023 included option awards ($164,800 FV), indicating a move from options to full-value equity in CFO pay mix .
- Committee independence and use of consultants: Compensation Committee is fully independent and may use consultants but cannot delegate authority; executive officers do not determine non-employee director pay .
- Equity plan capacity remains ample for future grants (4.7M shares available as of year-end 2024), supporting ongoing long-term incentive issuance .
Risk Indicators & Red Flags
- Dual role: CFO serves as a non-independent director; however, Board maintains majority independence and all committees are independent, mitigating oversight concerns .
- Related-party transactions: The proxy states no material related-party transactions exceeding threshold in the last two years, beyond compensation and disclosed arrangements (CEO Securityholders’ Agreement noted separately; no special arrangements for CFO) .
- Section 16(a) compliance: 2025 proxy cites certain directors with late filings in 2024 (Mahoney, Holewinski, Henry, Woodward, McLernon); CFO not listed among late filers for 2024 . In 2024 proxy, Ruffini had one late Form 4 transaction filed Feb 8, 2023 .
- Insider activity: Recent Form 4s show open market purchases by Ruffini (25,000 shares at $1.206 on May 30, 2025; 20,000 shares at $0.92 on Sep 26, 2024), which are typically seen as positive alignment signals .
Investment Implications
- Alignment: CFO’s 2024 stock grant and recent open market purchases improve alignment and reduce near-term selling overhang signals; beneficial ownership at ~1.5% indicates meaningful skin-in-the-game relative to float .
- Incentive design: Annual bonus capped at 50% and long-term equity under a robust plan suggests balanced risk, but lack of disclosed quantitative targets/weights limits pay-for-performance transparency .
- Retention economics: Auto-renewal, single-trigger severance eligibility via change-in-control within Good Reason, and 18-month salary + pro-rata bonus + benefits create moderate retention incentives; potential single-trigger severance is shareholder-sensitive in M&A scenarios .
- Governance: While Ruffini is a non-independent director, majority-independent Board and fully independent committees mitigate independence concerns; strong attendance further supports governance quality .