📜 What This Document Is

This is an amended proxy statement (Form DEFR14A) for Innovative Food Holdings, Inc. (IVFH). Think of it as a "correction notice" for a voting guide.

👉 Why it exists: The company originally filed its proxy statement on April 6, 2026, for the annual shareholder meeting. They discovered a mistake in a graph showing the link between executive pay and company performance (the "Pay versus Performance" section). This filing fixes that specific error.

👉 What to expect: Everything from the original proxy stands, except for the updated graph. This document also serves as the official notice and details for the upcoming Annual Meeting of Stockholders.

🏢 What The Company Does

In simple terms, Innovative Food Holdings is a specialty food distributor. The company operates in the foodservice industry, providing gourmet, artisan, and specialty food products to a variety of customers like restaurants, hotels, and gourmet retailers.

👉 Why it matters: Understanding their business is key to evaluating the leadership and governance decisions outlined in this proxy. They are in a competitive, operational industry where management experience in logistics, eCommerce, and food is crucial.

📅 The Big Event: Annual Meeting

When: Tuesday, May 19, 2026, at 10:00 a.m. Eastern Time. Where: 2528 S 27th Avenue, Broadview, IL 60155. Record Date: Shareholders owning stock as of March 31, 2026, are eligible to vote. How to Vote: You can vote online at www.proxyvote.com, by phone at 1-800-690-6903, by mail, or in person.

👉 Your vote is important, even if you can't attend.

🗳️ What You're Voting On

There are four main proposals the Board recommends you vote "FOR" on:

Elect 5 Directors: James C. Pappas, Mark Schmulen, Denver J. Smith, Loukas D. Kozonis, and Gary Schubert.
Ratify Auditors: Approve CBIZ CPAs P.C. as the independent accounting firm for 2026.
Advisory Vote on Pay ("Say-on-Pay"): A non-binding vote approving executive compensation.
Any Other Business: Standard language for matters that may come up.

👉 Note: Proposals 1 and 3 are "non-routine." If you hold shares through a broker and don't vote, your broker cannot vote those shares for you on these items.

👥 Meet the Leadership & Board

The board proposes five directors. Here are the key roles and qualifications:

James C. Pappas (Chairman, Age 44): An experienced investor and board member with a finance background from Goldman Sachs. He brings capital markets and M&A expertise.
Gary Schubert (CEO, Age 48): Appointed CEO in October 2025. Formerly the CFO. He has deep operational experience from 15 years at Walmart and 3 years at Tyson Foods, focusing on eCommerce and grocery.
Denver J. Smith (Director, Age 38): A hedge fund co-founder (Carlson Ridge Capital) and CFA charterholder, bringing investment and capital allocation expertise.
Mark Schmulen (Director, Age 45): A tech entrepreneur and private investor, adding digital marketing and startup experience.
Loukas D. Kozonis (Director Nominee, Age 41): An attorney, CPA, and civic leader with expertise in law, tax, real estate, and banking governance.

👉 Why it matters: The board's mix of finance (Pappas, Smith), operations & eCommerce (Schubert), tech (Schmulen), and legal/compliance (Kozonis) is designed to oversee a specialty food distributor navigating a competitive market.

⚖️ Governance & Board Details

Board Committees:
- Audit: Denver Smith (Chair), Mark Schmulen. Mr. Smith is the designated "audit committee financial expert."
- Compensation: James Pappas (Chair), Mark Schmulen, Denver Smith.
- Nominating & Governance: Mark Schmulen (Chair), Denver Smith, James Pappas.
Independence: The board has determined that directors Pappas, Schmulen, and Smith are "independent."
Leadership Structure: The roles of Chairman (Pappas) and CEO (Schubert) are separated.
Risk Oversight: The Board is responsible for overall risk management, while management handles day-to-day processes.

💰 Executive Compensation Highlights

This section details how top executives are paid. The "Say-on-Pay" vote (Proposal 3) lets shareholders express their opinion on it.

2025 Total Compensation (per Summary Table):
- CEO Gary Schubert: $377,416
- Former CEO Bill Bennett: $748,882
- Former COO Brady Smallwood: $442,285
Pay vs. Performance (PvP): A required SEC table shows the complex link between pay and company results. For 2025, the "compensation actually paid" to the CEO was $208,904, while the company reported a net loss of $2.0 million.
New CEO Deal (Gary Schubert):
- Base Salary: $400,000 (with 3% annual increases).
- Stock Grant: 1,350,000 shares (subject to vesting).
- Annual Bonus: Target of $137,500, capped at lower of $400k or 8% of adjusted free cash flow.

👉 Why it matters: Shareholders are asked to endorse this compensation structure. The company has recently changed CEOs, and the new package for Schubert is a key part of its future strategy.

🔮 What's Next & Key Signals

Leadership Transition is Complete: The shift from former CEO Bill Bennett to Gary Schubert, who has a strong operational background from Walmart and Tyson, signals a strategic focus on improving execution, eCommerce, and supply chain.
Focus on Performance: The detailed Pay vs. Performance disclosure and the new CEO's bonus tied to free cash flow suggest pressure to translate strategy into financial results.
Stable but Evolving Board: The board combines long-standing members (Pappas, Schmulen since 2020) with newer faces (Smith, Kozonis), aiming for continuity and fresh perspective.

⚖️ Strengths & Risks

👍 Strengths:
- Experienced New CEO: Schubert brings large-scale operational expertise from industry giants.
- Diverse Board: A blend of finance, ops, tech, and legal skills for robust oversight.
- Clear Governance: Established committees with defined charters and independence.
⚠️ Risks:
- Turnover at the Top: Recent CEO changes (Bennett out, Schubert in) can create execution uncertainty.
- Financial Performance: The company posted a net loss of $2.0 million in 2025, putting pressure on management to deliver profits.
- Litigation: Mention of settled lawsuits (e.g., High Impact Analytics) highlights ongoing legal and operational risks.

🧠 The Analogy

Imagine a ship (Innovative Food Holdings) that's recently changed its captain (CEO). This document is like the crew's (shareholders') instruction manual for the upcoming port meeting. It shows the new captain's credentials, the route they plan to take (strategy), how much the captain gets paid (compensation), and asks the crew to officially approve the ship's navigator and quartermaster (board and auditors). The correction to an earlier chart (the pay-vs-performance graph) is about making sure everyone has the right map.

🧩 Final Takeaway

This proxy amendment is fundamentally about accountability and direction. Shareholders are being asked to approve the new leadership team under CEO Gary Schubert and endorse its compensation structure, as the company aims to move from a recent net loss to operational improvement. The key signal is the shift toward an executive with a massive-retailer background, suggesting a push for scale and efficiency.

INNOVATIVE FOOD HOLDINGS INC — DEFR14A Filing