Business Context and Reporting Period
This Form 8-K Current Report was filed by Village Farms International, Inc. on September 10, 2026. The filing discloses a significant change in executive leadership regarding the Chief Financial Officer (CFO) role, effective as of the report date.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and executive compensation arrangements.
Material Changes
- Appointment of Interim CFO: Hamid Shekarchi was appointed as Interim Chief Financial Officer, effective September 10, 2026.
- Departure of Former CFO: Stephen Ruffini ceased serving as CFO on the same date. He will transition to the roles of Company Secretary, Head of Mergers and Acquisitions, and advisor to the CEO, remaining a full-time employee.
- Reason for Transition: The filing explicitly states the transition is not the result of any disagreement with management or the board regarding operations, policies, or practices.
Management Commentary, Risks, and Compensation
Compensation for Interim CFO (Hamid Shekarchi):
- Base Salary: C$567,000 annually.
- Target Bonus: 50% of base salary, prorated for the fiscal year ending December 31, 2026.
- Equity Awards: A grant of 100,000 stock options and a one-time RSU award equal to 20% of the annual base salary.
- Future Incentives: Eligible for standard 2027 fiscal year long-term incentive awards with a target opportunity of up to 20% of base salary.
Employment Terms and Risks:
- Termination: If terminated without cause, Mr. Shekarchi is entitled to 12 months of notice or pay in lieu thereof. Similar severance applies if he resigns for "Good Reason" within 12 months of a Change of Control.
- Work Authorization Contingency: The agreement automatically terminates upon approval of Mr. Shekarchi's U.S. work authorization, at which point a new U.S. employment agreement will be offered. If the application is denied, employment continues for a transition period of up to 12 months before terminating.
- Restrictive Covenants: Includes indefinite confidentiality and non-disparagement, 6 months of non-competition, and 12 months of non-solicitation.
Investor Verification Checklist
- Verify the status of Hamid Shekarchi's U.S. work authorization application, as it dictates the duration of his current interim agreement.
- Review the full Employment Agreement (to be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2026) for detailed terms.
- Monitor future filings for the appointment of a permanent CFO once the interim period concludes or work authorization is granted.
- Confirm that Stephen Ruffini's new role as Head of M&A aligns with the company's strategic direction following the April 3, 2026 announcement referenced in the text.