Innovative Food Holdings (IVFH) Proxy Filing summary

Executive summary

• Achieved significant transformation in 2024, completing business stabilization and moving into growth-focused operations, including divestiture of non-core assets and two strategic acquisitions (Golden Organics and LoCo Foods).

• Revenue grew to $72.1 million (+2.5%), with GAAP net income improving by $6.2 million to $2.5 million, and adjusted net income up 61.2% to $2.1 million.

• Focused on integrating acquisitions, scaling systems, and building a foundation for future growth, with a long-term ambition to reach $1 billion in revenue.

• Board size reduced from eight to five, with three long-time members stepping down and all remaining directors standing for re-election.

• Debt reduced to $8.9 million, with a cautious approach to further leverage and a willingness to invest in growth at the expense of short-term operating income.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of five directors, (2) ratification of Stephano Slack LLC as independent auditors, (3) advisory vote on executive compensation (say-on-pay), and (4) other business as may arise.

• Board recommends voting FOR all proposals and director nominees.

Board of directors and corporate governance

• Current board consists of five nominees: Robert W. Bennett (CEO), Brady Smallwood (COO), James C. Pappas (Chairman), Mark Schmulen, and Denver J. Smith.

• Three of five directors are independent under Nasdaq standards; board leadership is separated between Chairman and CEO.

• Board committees: Audit (Smith, Cohn, Schmulen), Compensation (Cohn, Schmulen, Klepfish, Smith, Pappas), and Nominating and Corporate Governance (Schmulen, Klepfish, Smith, Pappas).

• Board met six times in 2024; all directors attended at least 75% of meetings.

• Stockholder communications and director nominations are facilitated through established policies.