Adam Larson

About Adam Larson

Adam Larson, 55, is an independent director of Where Food Comes From, Inc. (WFCF) and serves as Chief Financial Officer of Ordway Cattle Feeders, LP. He has been involved in the cattle feeding and ranching business since 1991 and holds a Business Administration – Finance degree from the University of Colorado. Larson has served on WFCF’s board since May 2016 and is designated by the board as an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence and structure: Larson is an independent director under Nasdaq rules. WFCF combines CEO/Chair roles; independent directors can call special meetings and regularly meet in executive session .
• Committee assignments and chair roles:
  • Audit Committee: Chair (members: Adam Larson, Graeme P. Rein, Tom Heinen). Larson is designated an “audit committee financial expert.”
  • Compensation Committee: Member (with Pete Lapaseotes)
  • Nominating & Corporate Governance Committee: Member (with Pete Lapaseotes)
• Attendance and engagement: In 2024 the Board held one formal and one telephonic meeting; in 2023 there were 5 Audit, 2 Compensation, and 1 Nominating meetings. All incumbent directors attended at least 75% of Board and committee meetings on which they served. One independent director attended the 2024 annual meeting of shareholders (attendance is encouraged but not required) .
• Tenure: Director since May 2016 (one-year terms; re-elected annually) .
• Lead Independent Director: Not disclosed .

Fixed Compensation

• Director pay structure (non-employee directors): $8,000 per in-person meeting, $3,000 per telephonic meeting >15 minutes; same rates for committee meetings; reimbursement of travel expenses. All non-employee directors received a fully vested grant of 500 shares on November 21, 2024 .

Performance Compensation

• No performance-conditioned director compensation is disclosed for 2024; equity grants to directors were fully vested time-based awards. The proposed 2026 Equity Incentive Plan includes clawback provisions for performance-based awards and prohibits option/SAR repricing without shareholder approval, but these are plan-level features rather than current director performance pay .

Other Directorships & Interlocks

• Other current public company directorships: None disclosed for Larson .
• Potential interlocks: None disclosed. The Nominating & Corporate Governance Committee is charged with reviewing conflicts of interest for directors and officers .

Expertise & Qualifications

• Financial expertise (designated audit committee financial expert) with 25+ years in ranching/feeding operations finance; University of Colorado, Business Administration – Finance .
• Industry knowledge: Deep exposure to cattle supply chain operations and finance; contributes to audit oversight and risk management in an agri/food verification context .

Equity Ownership

• Pledging/hedging: Company insider trading policy applies to directors and discourages use of company securities as collateral and speculative derivatives; no pledging by Larson is disclosed .

Insider Trades

Related Party & Conflict Review

• Policy/process: Any proposed related-person transaction is reviewed by a committee of independent, disinterested directors with authority to retain advisers .
• Disclosures: No related-party transactions involving Larson are disclosed in the 2025 proxy .
• Potential conflict context: Larson’s CFO role at a cattle feeder suggests industry adjacency; company notes the Nominating & Corporate Governance Committee considers potential conflicts and independence in director review and nominations .

Compensation Committee Analysis

• Committee composition: Adam Larson and Pete Lapaseotes (both independent) .
• Consultant usage: No compensation consultants engaged specifically for executive or director compensation during 2024 .
• Say-on-pay consideration: The committee considers say-on-pay votes as part of its remit (no results disclosed in the proxy) .

Shareholder Support Signal

• 2024 director election results (Item 5.07 8-K): Adam Larson received 3,750,046 votes “for” and 59,342 “withheld” (context: overall strong support; counts per filing summary) .

Risk Indicators & Plan Protections

• Clawback: Performance-based awards may be subject to recoupment per company clawback policy if vested on results later restated .
• Anti-repricing: The equity plan prohibits option/SAR repricing or cash-out of underwater awards without shareholder approval .
• Change-in-control: If awards are not assumed/substituted, options/SARs fully vest and restricted shares vest free of restrictions at change in control; administrator may also provide for acceleration; 10-year plan term and director award/cash caps ($400,000 cash; 50,000 shares per director per fiscal year) .
• Compliance signals: All Section 16(a) filings believed timely for 2024 per company review .

Governance Assessment

• Positives:
  • Independent director; Audit Committee Chair and designated financial expert strengthen financial oversight .
  • Broad committee involvement (audit, compensation, nom/gov) increases influence on controls, pay, and board composition .
  • Strong shareholder support in recent vote; no delinquent Section 16 reports .
  • Director pay is modest and largely meeting-based with small equity grants, limiting misalignment risk .
  • Equity plan guardrails (clawback, anti-repricing, award caps) support investor-friendly governance .
• Watch items:
  • Industry adjacency (CFO of cattle feeder) could pose potential related-party or competitive conflicts; no transactions disclosed, but continued monitoring warranted given WFCF’s agri/food verification scope. The board maintains a policy to review any such transactions via an independent committee .
  • Combined Chair/CEO structure lacks a disclosed lead independent director; mitigated somewhat by executive sessions of independent directors .