{"url_path":"/sec/stkl/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/351834/0001062993-26-002169-index.html","accession_number":"0001062993-26-002169","cik":"0000351834","ticker":"STKL","issuer_name":"SunOpta Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/351834/0001062993-26-002169-index.html","primary_entity_key":"0000351834","primary_entity_name":"SunOpta Inc."},"word_count":7573,"has_tables":true,"body_markdown":"**Item 10 - Directors, Executive Officers and Corporate Governance**\n\n**DIRECTORS**\n\nThe names of the members of our Board of Directors, their respective ages, term as a director and other biographical and qualification information as of April 15, 2026 are set forth below. There are no family relationships among any of our directors or executive officers.\n\n**Name**\n**Age**\n**Position**\n**Director Since**\n\nDr. Albert Bolles\n68\nDirector\n2016\n\nRebecca Fisher\n62\nDirector\n2019\n\nDean Hollis\n65\nDirector\n2016\n\nBrian Kocher\n56\nChief Executive Officer and Director\n2024\n\nDavid J. Lemmon\n58\nDirector\n2024\n\nDiego Reynoso\n50\nDirector\n2023\n\nLeslie Starr\n65\nDirector and Chair of the Board\n2019\n\nMahes S. Wickramasinghe\n70\nDirector\n2021\n\n**Albert Bolles** (Age 68) has served as an Independent Director of SunOpta since 2016 and currently serves as Chair of the Corporate Governance Committee and as a member of the Compensation Committee. Dr. Bolles brings deep executive leadership experience across the food, beverage, and life sciences industries. He served as Chief Executive Officer of Landec Corporation from 2014 to 2022, where he led profitability, operational improvements, and innovation initiatives, including the divestiture of Curation Foods and the separation of Lifecore Biomedical into a stand-alone company. Prior to Landec, Dr. Bolles held senior leadership roles at ConAgra Foods from 2006 to 2014, including Executive Vice President and Chief Technology & Operations Officer and Executive Vice President of Research, Quality, and Innovation. Earlier in his career, he served as Vice President of Worldwide Research & Development for PepsiCo Beverages and Foods, leading global R&D across major food and beverage brands. Dr. Bolles holds a B.S. in Microbiology and an M.S. and Ph.D. in Food Science from Michigan State University and has served on the boards of Arcadia Biosciences, Inc. and Landec Corporation within the past five years.\n\n**Rebecca Fisher** (Age 62) has served as an Independent Director of SunOpta since 2019 and currently serves as Chair of the Compensation Committee and as a member of the Corporate Governance Committee. Ms. Fisher brings deep global human resources leadership experience, with expertise in talent strategy, organizational culture, diversity and inclusion, and executive succession. Since 2021, Ms. Fisher has served as Chief Human Resources Officer of Leeward Renewable Energy, where she leads enterprise-wide HR strategy. Previously, she was Principal and Owner of Fisher Consulting Partners LLC from 2019 - 2021 and spent more than a decade at PepsiCo, Inc., including as Senior Vice President of Human Resources and Talent Management, supporting organizations across North America and globally (2005 - 2018). She has also served in non-profit Board of Director roles, including as Compensation Chair and Governance Committee member, focused on media and animal rights organizations. Ms. Fisher holds a B.S. in Broadcast Journalism with a minor in Business Administration from Texas Christian University and is a Certified Executive Coach and Certified Six Sigma professional.\n\n**Dean Hollis** (Age 65) has served as an Independent Director of SunOpta since 2016 and is a member of the Audit Committee and the Compensation Committee. Mr. Hollis brings extensive executive leadership experience across the food, consumer goods, and investment sectors. Mr. Hollis has served as a Senior Advisor at Oaktree Capital since 2008. Previously, he spent more than 20 years at ConAgra Foods, where he held multiple senior leadership roles, including President and Chief Operating Officer of Consumer Foods and Executive Vice President of Retail Products, leading large-scale global business transformations across consumer and customer-branded portfolios exceeding $12 billion in revenue and spanning approximately 40 brands in 110 countries. Mr. Hollis has served on the boards of several public and private companies, including Hain Celestial Group, HumanCo Acquisition Corp., AdvancePierre Foods, Boulder Brands, and Diamond Foods, as well as select non-profit organizations. He holds a B.A. in Psychology from Stetson University.\n\n5\n\n**Brian Kocher****(Age 56) serves as Chief Executive Officer of the Company. Prior to his appointment on January 2, 2024 as the Company's Chief Executive Officer, Mr. Kocher served as President, Chief Executive Officer of Calavo Growers Inc., a global avocado-industry leader and provider of convenient, ready-to-eat fresh food, from January 2022 to February 2023. Before joining Calavo, Mr. Kocher was President and Chief Executive Officer of Castellini Group of Companies, a nationwide produce distribution and supply chain services organization, from May 2015 to January 2022. Prior to Castellini, Mr. Kocher spent ten years at Chiquita Brands International, Inc., in various senior management roles, including as Interim Chief Executive Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief Financial Officer, President of Europe, President of North America, and Vice President, Controller and Chief Accounting Officer. In the past five years, Mr. Kocher has served on the following reporting issuer's Board of Directors: Calavo Growers Inc.\n\n**David J. Lemmon**(Age 58) has served as an Independent Director of SunOpta since 2024 and is a member of the Corporate Governance Committee and the Compensation Committee. Mr. Lemmon brings more than 25 years of executive leadership experience in business expansion, revenue growth, and operational transformation across consumer products and services organizations. Mr. Lemmon currently serves as Chief Executive Officer of Hunter Amenities International Ltd., a manufacturer and distributor of hotel amenities and accessories, a role he has held since 2023. Previously, he served as President and Chief Executive Officer of Enterra Feed Corporation from 2021 to 2022. Earlier in his career, Mr. Lemmon spent 24 years at The J.M. Smucker Company, where he held a series of senior leadership roles, including President of Pet Food and Pet Snacks, President of U.S. Away-From-Home, International and Canada, and General Manager of Canada. During his tenure, he led transformational growth initiatives and accelerated innovation across domestic and international markets. Mr. Lemmon holds a Bachelor of Arts in Business from Brock University in Ontario.\n\n**Diego Reynoso** (Age 50) has served as an Independent Director of SunOpta since 2023 and is a member of the Audit Committee and the Corporate Governance Committee. Mr. Reynoso brings extensive global financial leadership experience across the food and beverage industry, with deep expertise in finance, strategy, treasury, and operational leadership. Mr. Reynoso currently serves as Chief Financial Officer and Treasurer of The Boston Beer Company, a role he has held since 2023. Previously, he served as Chief Financial Officer of Tyson Foods, Inc. (Prepared Foods). Earlier in his career Mr. Reynoso held Senior Vice President and Chief Financial Officer roles at Constellation Brands in the Beer Division. In these roles, he led finance, tax, treasury, and commercial operations and played a critical role in guiding organizations through complex operational and market challenges, including the COVID-19 pandemic. Earlier in his career, Mr. Reynoso held senior finance and operating roles at Beam Suntory, including Chief Financial Officer for the Americas and General Manager of International Markets. Mr. Reynoso holds a Bachelor of Science in Chemical Engineering from Universidad Nacional Autónoma de México and an MBA from Instituto Panamericano de Alta Dirección.\n\n**Leslie Starr** (Age 65) has served as an Independent Director of SunOpta since 2019 and currently serves as Chair of the Board and as a member of the Audit Committee and the Corporate Governance Committee. Ms. Starr brings deep executive leadership experience across supply chain, manufacturing, logistics, and operations, with a strong background in driving large-scale transformation and productivity improvements. Ms. Starr currently serves as an Operating Advisor at Clayton, Dubilier & Rice, a role she has held since 2024. From 2017 to 2018, Mr. Starr served as Executive Vice President of Supply Chain Strategy and Transformation at Advance Auto Parts, where she led the re-architecture of the company's operating model to deliver significant financial and operational value. Earlier in her career, Ms. Starr spent more than 30 years from 1985 to 2017 at PepsiCo, Frito-Lay North America, holding a series of senior leadership roles including Senior Vice President of Supply Chain, Vice President of Commercialization and Supply Chain, Vice President of Logistics and Warehousing, and Vice President of Operations for the North Division. Ms. Starr holds a Bachelor of Science in Mechanical Engineering from Virginia Tech and an MBA from Georgia State University. She currently serves on the board of Westrock Coffee Company, and previously served on the boards of Riverview Acquisition Corp. and Chesapeake Energy Corporation.\n\n6\n\n**Mahes S. Wickramasinghe** (Age 70) has served as an Independent Director of SunOpta since 2021 and currently serves as Chair of the Audit Committee and as a member of the Compensation Committee. Mr. Wickramasinghe brings extensive international executive leadership experience across operations, finance, governance, and risk management, with a strong background in complex, regulated industries. Mr. Wickramasinghe has served as President, Group Operations at Rogers Communications Inc. since 2022, where he is responsible for customer operations, customer experience, strategic growth initiatives, corporate development, supply chain and procurement, enterprise risk management, corporate security, and sustainability. Previously, he served as Chief Executive Officer of Canadian Tire Bank from 2014 to 2021 and held senior leadership roles at Canadian Tire Corporation, including Executive Vice President and Chief Corporate Officer and Chief Strategy Officer. Earlier in his career, Mr. Wickramasinghe held senior executive roles at CIBC, including Chief Financial and Administrative Officer of CIBC Electronic Bank and Chief Administrative Officer of CIBC Retail Bank. Mr. Wickramasinghe has deep expertise in enterprise risk management, governance, finance, and operations, having led risk and audit functions at both Canadian Tire Corporation and Bell Canada Enterprises, and previously served as Vice President, Internal Audit and Chief Security Officer at CIBC. He holds professional designations from the American Institute of Certified Public Accountants, the Chartered Institute of Management Accountants (UK), and the Institute of Chartered Accountants of Sri Lanka.\n\n**CORPORATE GOVERNANCE**\n\n**Introduction**\n\nThe Board believes that effective corporate governance contributes to improved corporate performance and enhanced shareholder value. Consequently, the Board is committed to ensuring that the Company follows best practices and continually seeks to enhance and improve its corporate governance practices.\n\n**Board Mandate**\n\nThe Board is responsible for the stewardship of the Company and supervising the management of the business and affairs of the Company in accordance with the best interests of the Company and its shareholders. The Board establishes overall policies and standards for the Company. Where appropriate, the directors rely upon management and the advice of the Company's outside advisors and auditors. The Board also delegates certain responsibilities to its standing committees, based upon the approved charters of each such committee.\n\nIn accordance with its mandate, the Board oversees and reviews the development and implementation of the following significant corporate plans and initiatives, among others:\n\nthe Company's strategic planning process;\n\n7\n\nthe identification of the principal risks to the Company's business and the implementation of systems to manage these risks, whether financial, operational, environmental, cyber- or safety-related or otherwise;\n\nsuccession planning and evaluation of relative strengths of existing management including the needs to ensure sufficient depth of management;\n\noversight of communications and public disclosure including the Company's disclosure policy and receiving feedback from stakeholders;\n\nanalysis and approval of significant transactions including material acquisitions and dispositions of businesses or other Company assets; and\n\nthe Company's internal controls and management information systems.\n\n**Board Composition, Size and Leadership**\n\nThe articles of incorporation of the Company provide that its Board shall consist of a minimum of five and a maximum of fifteen directors. The Board of Directors has fixed the number of directors at eight.\n\nBrian Kocher, our Chief Executive Officer (\"CEO\"), currently serves on the Board, and Leslie Starr is the Chair of the Board. The Board does not have a formal policy concerning the separation of the roles of CEO and Chair, as the Board believes that it is in the best interests of the Company to make that determination based on the position and direction of the Company and the composition of the Board from time to time. As indicated above, these roles are currently separate.\n\nThe Chair of the Board sets the agenda for meetings of the Board with input and feedback from the directors. Additionally, the Chair's duties entail: conducting and presiding at executive sessions of the Board, serving as a liaison to and acting as a regular communication channel between the members of the Board and the CEO of the Company, and consulting with the CEO about the concerns of the Board.\n\nAll committees of the Board are chaired by independent directors. The Board and the Corporate Governance Committee believe that the current Board leadership structure is an appropriate structure for the Company and will continue to periodically evaluate whether the structure is in the best interests of the Company and its shareholders.\n\n**Board Skills and Experience**\n\nIn accordance with its mandate, the Corporate Governance Committee regularly considers the appropriate skills and characteristics required of Board members, taking into consideration the Board's short-term needs and long-term succession plans. The Corporate Governance Committee believes that the Board should be comprised of directors with a broad range of experience and expertise. Additionally, the Corporate Governance Committee develops and periodically updates a long-term plan for the Board's composition taking into consideration the independence, age, skills, experience and availability of service to the Company of its members, as well as the opportunities, risks, and strategic direction of the Company. Having regard for the results of the foregoing, the Corporate Governance Committee makes recommendations to the full Board regarding the size and composition of the Board and seeks to identify qualified individuals to become Board members as deemed appropriate.\n\nWhile the specific mix may vary from time to time and alternative categories may be considered in addition to or instead of those below, the following skills and types of experience are generally sought by the Corporate Governance Committee, and have been utilized in seeking additions to the Board:\n\n8\n\nAccounting, Finance or Financial Reporting: Accounting and audit expertise are valued in order to enable the Board to oversee management's handling of financial and financial reporting matters, including by: critically assessing the Company's financial performance and projections; understanding the Company's critical accounting policies, as well as technical issues relevant to internal and external audit; and evaluating the robustness of the Company's internal controls. The Corporate Governance Committee values candidates who have experience in senior financial roles and/or in financial advisory roles. Such experience enhances the Board's oversight of financial performance, assists it in its assessment of strategic opportunities and risks and allows it to more effectively address issues relevant to capital and capital structure.\n\nCorporate Governance/Other Public Boards: In light of the competing demands of stakeholders and the increasingly complex governance environment in which public companies operate, the Corporate Governance Committee values candidates who possess a sophisticated understanding of corporate governance practices and norms, and/or board expertise.\n\nCybersecurity: The Corporate Governance Committee seeks candidates with practical expertise in strategy, implementation, and controls related to information security, cybersecurity, and data privacy programs and systems to assist the Board in understanding and assessing the threats faced by the Company and preventing and protecting the Company from these threats.\n\nSustainability: As the Company is committed to incorporating sustainability principles into its business strategies and organizational culture and working to meet its sustainability-related commitments and goals, the Corporate Governance Committee seeks candidates who possess a working understanding of various topics and issues relevant to our commitments, progress, and reporting. The Corporate Governance Committee values candidates who have knowledge and experience related to the physical impacts of climate change; waste and hazardous materials management; sustainable product design and lifecycle management; sustainable sourcing practices; water and wastewater management; energy efficiency management; human rights; inclusion and belonging; government affairs; workplace health and safety; product quality and safety; public company board governance; compliance and business ethics; and sustainability reporting principles and frameworks.\n\nFood and Beverage: As the Company's business is derived from sales within the food and beverage industry, the Corporate Governance Committee seeks candidates who possess a solid understanding, preferably gained through management or board service, of industry dynamics on a global and regional basis; contract manufacturing; private label, retail, Consumer Packaged Goods (CPGs) and food service businesses; R&D and product innovation; food safety and quality.\n\nFood Safety and Quality: The Company is subject to a range of governmental regulations and policies regarding food safety and quality. For example, we are affected by laws and regulations related to the processing, packaging, and sale of food and beverages, including wholesale operations; product labeling and marketing; food safety and food defense. Candidates who possess an understanding of these requirements as well as food safety and food product certifications are valued by the Corporate Governance Committee since such experience assists the Board in more effectively carrying out its compliance oversight responsibilities and understanding how any new laws or regulatory trends within the food industry may impact strategic decisions.\n\n9\n\nInvestor/Public Relations: Recognizing that investors play a major role in the success and growth of the Company, the Corporate Governance Committee values candidates who understand how to effectively communicate company information to investors, and other stakeholders, and the importance of maintaining strong, transparent relationships with our shareholders and building long-term credibility with the investment community.\n\nRisk Management: The Corporate Governance Committee seeks candidates with practical expertise in enterprise risk management frameworks, systems, processes, tools, and techniques, to assist the Board in understanding and assessing the risks and opportunities faced by the Company generally, including those inherent in its strategic initiatives.\n\nSenior/Executive Leadership: The Corporate Governance Committee seeks business and other leaders who have demonstrated leadership, mature judgment, operating success, and an understanding of complex organizations in progressively challenging roles. Such individuals are believed to provide the most effective counsel to management, as well as critical oversight on behalf of stakeholders. Chief Executive Officer, Chief Financial Officer or Board/Committee Chair level experience is valued.\n\nStrategy Planning/Business Operations: Recognizing the importance of the Board's oversight role with respect to corporate strategy, the Corporate Governance Committee seeks candidates who possess board, senior management and/or other experience in strategy development or analysis, as well as general business operations, including sales, marketing, manufacturing operations, supply chain and R&D.\n\nTalent Management/Compensation: The Corporate Governance Committee values candidates with hands-on roles in developing, managing, compensating, and motivating people. Such skills and experience assist the Board in fulfilling its responsibility to ensure that the Company maintains effective incentive programs which attract, motivate, and retain top talent, while at the same time reinforcing the Company's strategic priorities. Talent management and compensation expertise also serve to align the Board with leadership development and succession planning.\n\n**Director Independence**\n\nUnder Nasdaq listing rules, a majority of the members of the Board must be \"independent directors\". An independent director under Nasdaq listing rules is a person other than an executive officer or employee or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.\n\nNational Policy 58-201 - Corporate Governance Guidelines of the Canadian Securities Administrators (the \"CSA\") recommends that boards of directors of reporting issuers be composed of a majority of independent directors. A director is considered independent only where the board determines that the director has no \"material relationship\" with the Company. Director independence of each of the current directors is determined by the Board with reference to the requirements set forth by the CSA in National Instrument 52-110 - Audit Committees, as well as the rules and regulations of the TSX, Nasdaq and SEC.\n\nThe Board has determined that each of the following seven directors are independent: Dr. Albert Bolles, Rebecca Fisher, Dean Hollis, David J. Lemmon, Diego Reynoso, Leslie Starr and Mahes S. Wickramasinghe. Brian Kocher, CEO, is currently an officer of the Company, and is therefore not considered independent. As a result, seven of the eight directors are independent. These independent directors currently comprise in full the membership of each standing Board committee.\n\n10\n\n**Annual Evaluation**\n\nThe Board, each committee and each of the individual directors are assessed annually at the end of the year as part of the Company's evaluation process to determine whether the Board and its committees are functioning effectively. Directors provide feedback evaluating Board and committee effectiveness on multiple criteria. The evaluation asks questions about what was done well and what could be done better and covers a broad range of matters, including Board and committee structure and composition, Board and committee leadership, strategic planning, risk management, operational performance, Board education and Board processes and effectiveness. During this annual assessment process, each director is required to complete an individual assessment of fellow directors, which is prepared and reviewed by someone other than the directors. The results of the Board and committee assessments are reported to, and discussed in detail at, a meeting of the full Board. Each individual director meets with the Board Chair or Corporate Governance Committee Chair to discuss any concerns or issues regarding board effectiveness. The most recent evaluation was conducted in the fall of 2025.\n\n**Executive Sessions**\n\nThe independent directors meet without management and non-independent directors at regularly scheduled in-person Board meetings, generally following meetings of the full Board. As previously noted, the Chair of the Board presides over these meetings.\n\n**Meeting Attendance**\n\nThe Board held eight duly called meetings during fiscal year 2025 and standing committees of the Board held a total of 15 meetings. Each incumbent board member attended 78% or more of the Board meetings during their service period in 2025. Each member of the Audit Committee attended 71% or more of the committee meetings. Each member of the Compensation Committee and the Corporate Governance Committee attended 100% of the committee meetings during their service period. No board member attended fewer than 75%, in the aggregate, of the total number of meetings of the Board and the total number of committee meetings of which he or she was a member during fiscal year 2025. It is our policy to invite and encourage our directors to attend our annual meetings of shareholders. All directors were in attendance virtually at the 2025 Annual Meeting of the Shareholders held on May 22, 2025.\n\n**Term and Age Limits**\n\nA director's term of office is from the date on which they are elected or appointed until the close of the next annual meeting of shareholders. The Board believes that individual directors should be rigorously evaluated on the basis of their skills, knowledge, experience, character, attendance and contributions to the Board and the business of the Company and the specific needs and requirements of the Board without regard to their term of service or age. At this time, the Board has, therefore, not adopted term or age limits for directors as it believes it is important to find a balance between ensuring a mechanism for fresh ideas and viewpoints while not losing the insight, experience and other benefits of continuity contributed by longer serving directors. However, as the Board recognizes that diversity of views from longer-term and newly-appointed directors can contribute to effective decision making, the Board considers the term of service of individual directors, the average term of the Board as a whole and turnover of directors in recent years when proposing a slate of nominees.\n\n11\n\n**Code of Conduct**\n\nEach of the directors and executive officers of the Company is required to certify on an annual basis that they have reviewed and is knowledgeable as to the contents of the Company's Business Ethics and Code of Conduct (the \"Code of Conduct\") and is not aware of any violations of the Code of Conduct. All new employees of the Company are required to certify at the time of hiring that they have reviewed and are knowledgeable as to the contents of the Code of Conduct. The Company monitors compliance with the Code of Conduct through management oversight and regular communications with employees. In addition, the Company has established and maintains, through an independent third-party service provider, a confidential toll-free ethics reporting hotline which all directors, officers and employees are advised of and encouraged to use to report matters which may constitute violations of the Code of Conduct.\n\nA copy of the current Code of Conduct is available, without charge, at www.sunopta.com or upon written request to the Company at SunOpta Inc., 7078 Shady Oak Road, Eden Prairie, Minnesota 55344. Any amendments to, or waivers of, the Code of Conduct which specifically relate to any financial professional will be disclosed promptly following the date of such amendment or waiver at www.sunopta.com.\n\n**Risk Oversight**\n\n*The Board and its Committees*\n\nThe Board has risk oversight responsibility and sets the tone for the appropriate management of risk tolerance while achieving strategic objectives of the Company. The Board strives to effectively oversee the Company's enterprise-wide risk management in a way that balances risk while enhancing the long-term value of the Company for the benefit of the shareholders. The Board understands that its focus on effective risk oversight is critical to setting the tone for effective risk management within the Company culture. The Board maintains an active dialogue with management to oversee existing risk management processes, and the identification, assessment, and management of the Company's most significant risk exposures. The Board receives regular updates from management about the Company's most significant risks to help it evaluate whether management is responding appropriately. During each regularly scheduled Board meeting, the Board reviews components of the Company's long-term strategic plans and associated principal issues, which includes foreseeable risks that the Company expects to face in the future.\n\n12\n\nThe Board oversees risk management directly, as well as through its committees as follows:\n\n**Board Committee**\n**Risk Mitigation Role**\n\nAudit\nReviews the Company's policies and practices with respect to risk assessment and risk management, including discussing with senior management major financial risks and the steps taken to monitor and control exposure to such risk.\n\nReviews quarterly updates regarding the Company's Enterprise Risk Management (\"*ERM*\") program and status of top risks through quarterly scorecards including key risk metrics versus targets and progress against action plans. As an example, the Audit Committee receives updates on initiatives and progress related to cybersecurity matters from the Chief Information Officer (\"CIO\").\n\nCorporate Governance\nConsiders risks related to succession planning and internal governance policies and practices.\n\nCompensation\nConsiders risks related to the attraction and retention of talent and risks relating to the design of executive compensation programs and arrangements.\n\nThe Company's ERM Steering Committee, comprised of the CEO, CFO, Chief Administrative Officer and other members of senior leadership, provides regular reports and recommendations to the Board to assist the Board with its overall risk oversight function.\n\n*Management*\n\nManagement executes the day-to-day risk management operations of the Company. Management is responsible for the identification, assessment, and management of risk, the implementation of approved strategic business plans and initiatives, and the operation and execution of risk management activities within authorized budgets and in accordance with corporate policies and procedures. As part of the Company's ERM program, the ERM Steering Committee meets quarterly to ensure alignment on risk management priorities, proactively identify, prioritize, and assess key risks, review the effectiveness of the Company's risk management strategies, assess progress against the risk management action plans presented by risk owners, and increase the likelihood of achieving overall Company strategy and objectives.\n\n**Succession Planning**\n\nThe Board, the Corporate Governance Committee and the Compensation Committee have been successful in developing and retaining a team of directors and executives that has completed the turnaround of the Company and is now focused on driving growth. The Corporate Governance Committee works jointly with the Compensation Committee and is responsible for the normal succession planning that occurs over time, such as recruiting and evaluating new executive and director talent, as well as developing internal candidates. This process includes an ongoing evaluation, with the involvement of management, of the Company's leadership development strategies and a consideration of potential candidates, including existing Company employees. The Board and management discuss the strengths and gaps of key succession candidates, development progress over the prior year and future development plans, that include long range planning for executive development, to ensure leadership sustainability and continuity. Formal succession planning has been implemented at key positions in the Company in furtherance of this goal.\n\n13\n\n**Board Committees**\n\nThe Board presently has three committees, with the principal functions and membership described below. Each committee has a charter, which is available at our website at www.sunopta.com, under the \"Investor Relations\" link. The following table summarizes the current membership of each of our three Board committees. Each of the three committees is composed entirely of independent directors.\n\n**Director**\n\n**Audit Committee**\n\n**Corporate Governance**\n**Committee**\n\n**Compensation Committee**\n\nDr. Albert Bolles\n\n \n\nChair\n\n✓\n\nRebecca Fisher\n\n \n\n✓\n\nChair\n\nDean Hollis\n\n✓\n\n \n\n✓\n\nDavid J. Lemmon\n\n \n\n✓\n\n✓\n\nDiego Reynoso\n\n✓\n\n✓\n\n \n\nLeslie Starr\n\n✓\n\n✓\n\n \n\nMahes S. Wickramasinghe\n\nChair\n\n \n\n✓\n\n*Audit Committee*\n\nThe Audit Committee's duties and responsibilities are documented in a formal Audit Committee Charter, which is reviewed annually. These duties and responsibilities include (a) providing oversight of the financial reporting process and management's responsibility for the integrity, accuracy and objectivity of financial reports and related financial reporting practices; (b) recommending to the Board the appointment and authorizing remuneration of the Company's auditors; (c) providing oversight of the adequacy of the Company's system of internal and related disclosure controls; and (d) providing oversight of management practices relating to ethical considerations and business conduct, including compliance with laws and regulations. The Audit Committee meets a minimum of four times a year to review the Company's Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, which are filed with the SEC in the U.S. and with applicable securities regulators in Canada. Other meetings may be held at the discretion of the Chair of the Audit Committee. The Audit Committee has free and unfettered access to Ernst & Young LLP, the Company's independent registered accounting firm and auditors, the Company's risk management and internal audit team and the Company's internal and external legal advisors.\n\nThe Audit Committee maintains a company-wide whistle-blower policy related to the reporting of concerns in accounting or internal controls. This policy gives all employees of the Company the option of using a hotline administered by a third party for communication of concerns dealing with a wide range of matters including accounting practices, internal controls or other matters affecting the Company's or the employees' well-being.\n\nOur Audit Committee is currently comprised of Mahes S. Wickramasinghe (Chair), Dean Hollis, Diego Reynoso and Leslie Starr. The Board has determined that each member of the Audit Committee (1) is \"independent\" as defined by applicable SEC and CSA rules and Nasdaq and TSX listing rules; (2) has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (3) is able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. In addition, the Board has determined that Dean Hollis, Diego Reynoso and Mahes S. Wickramasinghe each meet the definition of \"audit committee financial expert,\" as defined in SEC and CSA rules, and has appointed Mr. Wickramasinghe as Chair of the Audit Committee.\n\n14\n\nThe Audit Committee met formally seven times during fiscal 2025.\n\n*Corporate Governance Committee (Nominating Committee)*\n\nThe Corporate Governance Committee's duties and responsibilities are documented in a formal Corporate Governance Committee Charter, which is reviewed annually. These duties and responsibilities include: (a) identifying individuals qualified to become members of the Board, and selecting or recommending director nominees; (b) developing and recommending to the Board corporate governance principles applicable to the Company; (c) leading the Board in its annual review of the performance of the Board; (d) recommending to the Board director nominees for each committee; (e) discharging the responsibilities of the Board relating to compensation of the Company's directors; (f) leading the Board in its annual review of the performance of the CEO; and (g) regularly assessing the effectiveness of the Company's governance policies and practices.\n\nThe Corporate Governance Committee, in its capacity as the Nominating Committee, concerns itself with the composition of the Board with respect to depth of experience, balance of professional interests, required expertise and other factors. The Nominating Committee evaluates prospective nominees identified on its own initiative or referred to it by other Board members, management, shareholders or external sources and all self-nominated candidates. The Nominating Committee uses the same criteria for evaluating candidates nominated by shareholders and self-nominated candidates as it does for those proposed by other Board members, management and search companies. To be considered for membership on the Board, the Nominating Committee will consider certain necessary criteria that a candidate should meet, which would include the following: (a) be of proven integrity with a record of substantial achievement; (b) have demonstrated ability and sound judgment that usually will be based on broad experience but, particularly, industry experience; (c) be able and willing to devote the required amount of time to the Company's affairs, including attendance at Board and committee meetings; (d) possess a judicious and critical temperament that will enable objective appraisal of management's plans and programs; and (e) be committed to building sound, long-term Company growth. The Nominating Committee also takes into consideration the range of skills and expertise that should be represented on the Board, geographic experience with businesses and organizations, and potential conflicts of interest that could arise with director candidates. Evaluation of candidates occurs on the basis of materials submitted by or on behalf of the candidate. If a candidate continues to be of interest, additional information about them is obtained through inquiries to various sources and, if warranted, interviews. The Company adheres to its diversity policy and seeks to include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company.\n\nA shareholder may recommend a person as a nominee for election as a director at the Company's next annual meeting of shareholders by writing to the Secretary of the Company. In order for a shareholder to formally nominate a person for election as a director, including by submitting a shareholder proposal in accordance with the CBCA, the shareholder must comply with the Company's Advance Notice By-Law. See \"Proposal One - Election of Directors - Advance Notice By-Law\" and \"Shareholder Proposals for 2026 Annual Meeting of Shareholders; Shareholder Communications.\"\n\nOur Corporate Governance Committee is currently comprised of Dr. Albert Bolles (Chair), Rebecca Fisher, David J. Lemmon, Diego Reynoso and Leslie Starr, each of whom has been determined by the Board to be independent.\n\nThe Corporate Governance Committee met formally four times during fiscal 2025.\n\n15\n\n*Compensation Committee*\n\nThe Compensation Committee's duties and responsibilities are documented in a formal Compensation Committee Charter, which is reviewed annually. These duties and responsibilities include to (a) reward executives for long-term strategic management and enhancement of shareholder value; (b) support a performance-oriented environment that rewards achievement of internal Company goals and recognizes the Company's performance compared to the performance of similarly situated companies; (c) attract and retain executives whose abilities are considered essential to the long-term success and competitiveness of the Company through the Company's salary administration program; (d) align the financial interests of the Company's executives with those of the shareholders; and (e) ensure fair and equitable treatment for all employees.\n\nThe function of the Compensation Committee is to determine the compensation of the CEO as well as to review and approve the compensation recommended by the CEO for certain officers of the Company and to review overall general compensation policies and practices for all employees of the Company. In addition, this committee oversees the administration of the Company's Amended 2013 Stock Incentive Plan and the Company's Amended and Restated 2002 Stock Option Plan (collectively, the \"Stock Incentive Plans\"), the Company's Employee Stock Purchase Plan and any other incentive plans that may be established for the benefit of employees of the Company.\n\nThe Board's Compensation Committee is currently comprised of Rebecca Fisher (Chair), Dr. Albert Bolles, Dean Hollis, David J. Lemmon and Mahes S. Wickramasinghe. The Board has determined that the Compensation Committee consists entirely of \"non-employee directors,\" within the meaning of Rule 16b-3 under the Exchange Act, \"outside directors\" within the meaning of Section 162(m) of the Internal Revenue Code and \"independent directors\" within the meaning of Nasdaq listing rules and National Policy 58-201 - Corporate Governance Guidelines of the CSA.\n\nOur Compensation Committee has deep experience with compensation matters. Specifically:\n\nMs. Fisher, with her tenure as Chair of the Compensation Committee for over five years, a Chief Human Resource Officer, an HR and Business Consultant, and a Senior Human Resource Executive, brings over 30 years of significant experience in executive compensation, aligning performance goals and incentives through performance management, developing succession plans through talent management, and building strong purpose-driven and values-based cultures. Her previous roles as Chair and member of the compensation committee on other boards and as a board advisor further underscore her depth of knowledge.\n\nMr. Hollis, as the former President and Chief Operating Officer of the Consumer Foods Division of ConAgra Foods, was responsible for employee annual performance and salary reviews and has extensive compensation related experience as a Chair and member of compensation committees of other publicly traded organizations.\n\nMr. Lemmon, as the current Chief Executive Officer of Hunter Amenities and former President and Chief Executive Officer of Enterra Feed Corporation, has extensive experience building high performance teams, identifying and applying the strengths of each individual for the team, and creating a culture of collaboration where everyone can thrive.\n\nThe report of the Compensation Committee appears under the heading \"Executive Compensation―Report of Compensation Committee\" below.\n\nThe Compensation Committee met formally four times during fiscal 2025.\n\n16\n\n**Compensation Committee Interlocks and Insider Participation**\n\nNo member of our current Compensation Committee has served as one of our officers or employees at any time over the past year. None of our executive officers serves as a member of the compensation committee of any other entity that has an executive officer serving as a member of our Board or Compensation Committee. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.\n\n**Insider Ownership Guidelines for Directors, Officers and Executives**\n\nIn March, 2021, the Board reviewed the current insider ownership guidelines and approved certain revisions to the policy regarding how compliance with the policy is determined. These guidelines are reviewed on an annual basis and are intended to align the interests of directors and management with those of our shareholders.\n\nThe insider ownership guidelines encompass the following parameters:\n\n1. Insider ownership guidelines are mandatory for all non-employee members of the Board and members of the Senior Leadership Team. All persons covered by these guidelines will have the option to request an exemption from these requirements based on consideration of their personal circumstances by the Compensation Committee.\n\n2. Stock ownership targets established as follows:\n\na. Chief Executive Officer - five times base salary\n\nb. Directors - five times annual cash retainers\n\nc. Other Named Executive Officers (\"NEOs\") (includes Chief Financial Officer and three most highly compensated officers) - two times base salary\n\nd. All other Senior Leadership Team members - one times base salary\n\n3. Participants may satisfy their ownership guidelines with Common Shares in these categories: shares owned directly, shares owned indirectly (e.g., by a spouse or a trust), shares represented by amounts invested in a 401(k) plan or deferred compensation plan maintained by SunOpta or an affiliate, unvested, time-based restricted stock units (\"RSUs\"), and value of \"in the money\", unexercised options.\n\n4. Participants will be deemed to have satisfied the applicable insider ownership guidelines if the value of such Common Shares equals or exceeds such amount, as calculated using the average trading price of the stock over the previous 90 calendar day period.\n\n5. All participants are provided a five-year transition period to be in compliance with the ownership target. At the end of that period, the CEO, other NEOs and the Senior Leadership Team not in compliance will receive 50% of all subsequent short-term incentive payments in the form of equity until such time as the minimum holding is established.\n\nAll of our directors and executive officers are either in compliance with the guidelines or are still within their respective transition period.\n\n17\n\n**EXECUTIVE OFFICERS**\n\nThe following information describes the background and business experience of our executive officers as of April 15, 2026:\n\n**Brian Kocher****(Age 56) serves as Chief Executive Officer of the Company. Prior to his appointment on January 2, 2024 as the Company's Chief Executive Officer, Mr. Kocher served as President, Chief Executive Officer of Calavo Growers Inc., a global avocado-industry leader and provider of convenient, ready-to-eat fresh food, from January 2022 to February 2023. Before joining Calavo, Mr. Kocher was President and Chief Executive Officer of Castellini Group of Companies, a nationwide produce distribution and supply chain services organization, from May 2015 to January 2022. Prior to Castellini, Mr. Kocher spent ten years at Chiquita Brands International, Inc., in various senior management roles, including as Interim Chief Executive Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief Financial Officer, President of Europe, President of North America, and Vice President, Controller and Chief Accounting Officer. In the past five years, Mr. Kocher has served on the following reporting issuer's Board of Directors: Calavo Growers Inc.\n\n**Greg Gaba****(Age 44) serves as Chief Financial Officer overseeing all aspects of the Company's finance function including financial planning and analysis, accounting, financial reporting, tax and treasury. Prior to his appointment as Chief Financial Officer of the Company in October 2023, Mr. Gaba held the positions of Deputy Chief Financial Officer and Vice President of Corporate Finance since joining the Company in April 2017. Prior to working at the Company, Mr. Gaba worked for seven years in various finance roles at SMTC Corporation, a mid-size provider of end-to-end electronic manufacturing services, and for six years as an external auditor at Ernst & Young LLP. In the past five years, Mr. Gaba has not served on any reporting issuer's Board of Directors.\n\n**Jennifer Caro****(Age 42) serves as Senior Vice President of Sales overseeing the Company's sales, customer development, customer and portfolio strategy, and commercial negotiations. Prior to joining the Company in May 2025, Ms. Caro served in several leadership roles including at PepsiCo and Dessert Holdings. In the past five years, Ms. Caro has not served on any reporting issuer's Board of Directors.\n\n**Bryan Clark**(Age 53) has served as Senior Vice President, Research & Development and FSQ overseeing innovation, product development, food safety and quality since June 2022. Previously, he served as Vice President, R&D for Plant-Based Foods and Beverages. Before joining the Company in 2017, Mr. Clark spent more than 17 years working with General Mills, holding various positions within the Innovation, Technology and Quality organizations. In the past five years, Mr. Clark has not served on any reporting issuer's Board of Directors.\n\n**Rob Duchscher**(Age 65) serves as Chief Information Officer and also oversees the Company's customer service and payroll functions. Prior to starting with the Company in March 2017, Mr. Duchscher served as Chief Information Officer at Starkey Hearing Technologies from January 2010 through February 2017, where he led the transformation of both the information technology and software engineering departments. Mr. Duchscher initially started at Starkey Hearing Technologies in April 2002 as Vice-President of Software Engineering and R&D PMO. In the past five years, Mr. Duchscher has not served on any reporting issuer's Board of Directors.\n\n**Danielle Duzan****(Age 42) serves as Chief Human Resources Officer overseeing the Company's Human Resources and Administrative functions. Prior to joining the Company in June 2025, Ms. Duzan served as Vice President of Human Resources at Polaris and previously held a leadership role at Honeywell. In the past five years, Ms. Duzan has not served on any reporting issuer's Board of Directors.\n\n18\n\n**Justin Kobler****(Age 45) serves as Senior Vice President of Supply Chain overseeing the Company's supply chain, operations, procurement and project management functions. Prior to joining the Company in February 2024, Mr. Kobler was Senior Vice President of Operations for Cacique Foods, LLC from February 2019 through February 2024 and Vice President of Operations at Land O' Frost from June 2016 to February 2019. Prior to June 2016, Mr. Kobler held various plant management roles with Hillshire Brands and Kraft Foods Group. In the past five years, Mr. Kobler has not served on any reporting issuer's Board of Directors.\n\n**Chris McCullough** (Age 56) serves as General Counsel and Corporate Secretary and is responsible for the legal affairs of the Company as well as sustainability, regulatory and label compliance, and communications. Prior to his appointment as General Counsel and Corporate Secretary in March 2025, Mr. McCullough's position was Assistant General Counsel since joining the Company in June 2023. Before joining the Company, Mr. McCullough served in several senior in-house counsel roles at Carlson Companies, Honeywell, Nilfisk, and Par Systems. In the past five years, Mr. McCullough has not served on any reporting issuer's Board of Directors.\n\n**Lauren McNamara****(Age 43) has served as Senior Vice President of Business Management since her appointment in December 2023. Previously, Ms. McNamara was Vice President and Assistant General Manager for Plant-Based Foods and Beverages since March 2020. Ms. McNamara initially started with the Company as a director of Brand Marketing in March 2017. Prior to joining the Company, she worked at Flagstone Foods and General Mills as a brand marketer. In the past five years, Ms. McNamara has not served on any reporting issuer's Board of Directors.\n\n19"}