{"url_path":"/sec/stkl/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION.**","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":9463,"has_tables":true,"body_markdown":"**ITEM 11 - EXECUTIVE COMPENSATION.**\n\n**COMPENSATION DISCUSSION AND ANALYSIS**\n\nWe are pleased to provide you with SunOpta's Compensation Discussion and Analysis (\"CD&A\") which is designed to help you understand SunOpta's approach to executive compensation.\n\n**Previous Say on Pay and Shareholder Engagement**\n\nThe Board and Compensation Committee are committed to the concept of pay-for-performance. Consequently, our executive compensation programs are designed to reward achievement and over-achievement of goals, and to penalize performance shortfalls. We have historically received positive support from our shareholders on our executive compensation programs and at the 2025 Annual Meeting of the Shareholders, approximately 95% of the shares voted were in favor of the advisory resolution to support executive compensation.\n\n**Compensation Practices**\n\nThe Compensation Committee utilizes best practices in governing our executive compensation programs. Therefore, there are certain things that we **do and do not do, as a matter of practice**:\n\n**What we DO**\n\n**What we DO NOT do**\n\n☑ Tie executive pay to results achieved by weighting variable pay heavily in our pay mix\n\n☑ Use equity to drive a long-term perspective aligned with shareholders\n\n☑ Promote stock ownership with competitive stock ownership guidelines\n\n☑ Consider shareholder perspectives in our program designs\n\n☑ Maintain a clawback policy which meets or exceeds regulatory requirements\n\n☑ Use double-trigger change in control provisions for all non-pro rata payouts under cash and equity incentive plans\n\n☑ Maintain a cap on our short-term and long-term incentive payouts\n\n☑ Assess our pay-for-performance relationship and conduct a compensation risk assessment annually\n\n☑ Use a size- and industry-appropriate peer group to benchmark and assess pay competitiveness annually\n\n☒ Provide change-in-control severance payments exceeding market norms\n\n☒ Allow stock option repricing or discounted stock option granting\n\n☒ Offer change-in-control tax gross-ups under any circumstances\n\n☒ Pay dividends or dividend equivalents on unearned or unvested performance shares\n\n☒ Allow our executives or directors to hedge or pledge Company stock\n\n☒ Provide excessive perquisites\n\n**Compensation Philosophy**\n\nOur executive compensation philosophy and the policies that support it are intended to reward our executives for the achievement of long-term strategic goals and their efforts to enhance shareholder value. The philosophy fosters a performance-oriented environment that rewards achievement of internal Company goals and shareholder value creation. Our pay-for-performance philosophy is based on these objectives.\n\n20\n\nCompensation opportunities provided to executives are intended to approximate market median pay levels, assuming the targeted level of performance is delivered. Performance targets are generally set in relation to the Company's internal budget goals. Then, using the target as the starting point, upside and downside payout ranges around the target are developed. These ranges provide additional compensation opportunity to executives if results exceed targets, while penalizing under-performance. Through this design, our executive compensation program motivates our team, while delivering true 'pay-for-performance' from a shareholder perspective.\n\n21\n\n*Peer Group*\n\nIn order to help ensure the competitiveness of our executive compensation, the Compensation Committee considers competitive compensation practices from relevant sources. To do this, we review general market survey data as well as comparisons from our executive compensation peer group. Our peer group is reviewed by the Compensation Committee on an annual basis.\n\nFor 2025, the peer group consisted of the following 17 companies(1):\n\n**2025 Peer Group - 17 Companies** \n\n▪ BellRing Brands, Inc.\n▪ John B. Sanfilippo & Son\n▪ The Vita Coco Company, Inc.\n\n▪ Westrock Coffee Company\n▪ Farmer Bros. Co.\n▪ Treehouse Foods, Inc.\n\n▪ Beyond Meat, Inc.\n▪ Seneca Foods Corporation\n▪ Utz Brands, Inc.\n\n▪ BRC Inc.\n▪ Freshpet, Inc.\n▪ Vital Farms, Inc.\n\n▪ Calavo Growers, Inc.\n▪ The Simply Good Foods Co\n▪ The Marzetti Company (fka Lancaster Colony)\n\n▪ Hain Celestial Group, Inc.\n▪ J&J Snack Foods Corp.\n \n\n \n \n \n\n(1) We made the following changes to the peer group in 2025:\n\na. added Westrock Coffee Company, Farmer Bros. Co. and Freshpet, Inc.\n\nb. removed The Real Good Food Company and Whole Earth Brands, Inc.\n\nIn addition to market comparisons, compensation decisions are informed by other external and internal factors:\n\nOverall Company Performance: Financial and operational performance informs compensation affordability.\n\nIndividual Contributions: Efforts by individuals that position the Company for long-term success.\n\nResponsibilities: Any changes in an executive's job responsibilities.\n\nInternal Equity: Each role's relative importance in delivering shareholder value.\n\nTo support the Compensation Committee in making its determinations, the Compensation Committee has retained the services of Pearl Meyer as its independent executive compensation consultant. The Compensation Committee has reviewed and confirmed the independence of Pearl Meyer. Pearl Meyer provides services at the direction of the Compensation Committee, and the Compensation Committee has specific authority in managing all work by Pearl Meyer.\n\n22\n\n**Elements of SunOpta's Compensation Program**\n\nTo meet our compensation philosophy, we provided the following compensation components in 2025:\n\n**Type of Compensation**\n**Element**\n**Purpose**\n**Key Features**\n\n**FIXED**\n**Base Salary**\n\nFixed pay\n\nAmounts reflect individual responsibility, performance, experience, and other internal and external factors\n\nReviewed annually by the Compensation Committee\n\n \n\n23\n\n**VARIABLE**\n\n \n**STIP**\n\nCash/Equity incentive to reach or surpass annual goals\n\nSpecific metrics are determined annually by the Compensation Committee\n\nTies pay to performance\n\nSTIP is denominated in cash or performance stock units (\"PSUs\") based on employee grade level\n\n**LTIP**\n\nMulti-year incentives to reach or surpass longer-term goals\n\nAligns with shareholder interests\n\nPromotes ownership mentality\n\nPSUs only vest if the Company achieves predefined performance hurdles for the three-year performance period, subject to continued employment through the vesting date\n\nStock options only provide value on the stock price growth over the option's term and vest ratably over three years (equal annual installments)\n\nRSUs vest ratably over three years (equal annual installments)\n\n**OTHER**\n**Benefits and Perquisites**\n\nElements and levels necessary to be competitive\n\nGenerally, part of a broad-based set of employee benefit plans, with the exception of the executive physical program\n\nVery limited use of additional perquisites\n\n**Post-Employment Compensation (Severance and Change-in-Control)**\n\nContinuity of leadership, bridge for individual in the event of involuntary termination\n\nEncourages assessment of potential transactions with focus on shareholder interests\n\nDouble-trigger provisions for cash change-in-control severance in all agreements\n\nDouble-trigger equity vesting in all agreements\n\nNon-compete (if not prohibited by law) and non-solicitation restrictions required in new agreements\n\n \n\n24\n\nIn 2025, target compensation was delivered primarily through variable pay (STIP and LTIP) for the CEO and the other NEOs. As these charts illustrate, our compensation design is intended to deliver a significant portion of our senior executives' total target compensation in the form of pay-at-risk. The percentages represent the average annual compensation program.\n\nFor 2025, the following individuals were the Company's NEOs:\n\n• Brian Kocher, our Chief Executive Officer;\n\n• Greg Gaba, our Chief Financial Officer;\n\n• Chris McCullough, our General Counsel;\n\n• Justin Kobler, our Senior Vice President, Supply Chain; and\n\n• Bryan Clark, our Senior Vice President, R&D and FSQ\n\n**Executive Compensation Components and Fiscal 2025 Determinations**\n\n*Base Salary*\n\nFor fiscal year 2025, consistent with the compensation philosophy noted above, base salary levels for executive officers were set based on assessments of the Company's performance, each individual's performance, external market comparisons and other external and internal factors.\n\nThe amounts below are the base salary rates of the NEOs as of January 3, 2026 in the Base Salary column and as of December 28, 2024 in the Prior Base Salary column.\n\n**Name**\n \n \n**Base Salary**\n \n \n**Prior Base Salary**\n \n\nBrian Kocher\n \n$\n825,000\n \n$\n800,000\n \n\nGreg Gaba\n \n$\n465,000\n \n$\n450,000\n \n\nChristopher McCullough\n \n$\n375,000\n \n$\n267,150\n \n\nJustin Kobler\n \n$\n395,000\n \n$\n385,000\n \n\nBryan Clark\n \n$\n380,000\n \n$\n360,000\n \n\n \n\n25\n\n*Short Term Incentive Plan*\n\nThe purpose of the STIP is to establish alignment across the organization and recognize individuals' impact on organizational performance, focusing employees on desired behaviors which link to demonstrated results.\n\nFor fiscal 2025, the STIP aligned with the goal of accelerating EBITDA performance relative to fiscal 2024, while maintaining rigorous expectations for quality and safety. To focus on the achievement of these improvements, as well as measure individual performance, adjusted EBITDA and an individual component were the factors that determined an individual's bonus payout. The Compensation Committee believes that the use of adjusted EBITDA in the STIP heightens management's focus on implementing and delivering the operational improvements.\n\nIn 2025, there was one STIP covering all STIP eligible employees, which contained two components worth 50% each. The company component was dependent on the achievement of 2025 adjusted EBITDA and could range between 0-200%. The individual component was based on an employee achieving their individual goals for 2025 and could range between 0-200% as determined by the employee's annual review rating. No payout occurs on the individual component unless the company component is met.\n\nEmployees eligible for the STIP were divided into two groups: a cash payout group and an equity hybrid payout group. The cash payout group included employees below the manager level, while the equity hybrid group included managers and above. Participants in the equity hybrid group received a PSU grant valued at 50% of their STIP target, with the remaining 50% paid in cash. Payouts for both the shares and cash portions are determined equally by adjusted EBITDA results and individual performance. The cash payout group received their STIP entirely in cash, also based on these criteria. If an employee's bonus payout exceeded 100% of the target, an additional cash bonus would be paid to the employee in either group, but no extra performance shares would be granted. This structure is consistent with the desire to maintain pay and performance alignment.\n\nThe parameters established for the company component of the STIP were as follows:\n\n**Measure**\n \n**Threshold**\n**(50% payout)**\n \n \n**Target**\n**(100% Payout)**\n \n \n**Maximum**\n**(200% Payout)**\n \n\n**SunOpta Adjusted EBITDA(1)**\n \n$90.0 million\n \n \n$100.0 million\n \n \n$110.0 million\n \n\n(1) SunOpta Adjusted EBITDA is measured as operating income plus depreciation, amortization, stock-based compensation and certain other adjustments that are considered one-time or unusual in nature, as calculated by the Company based on the Company's audited financials and consistent with the Company's calculation of adjusted EBITDA as a non-GAAP financial measure reported to its shareholders.\n\nEach NEO had the following range of short-term incentive opportunities in 2025.\n\n26\n\n**Executive**\n\n**Threshold Payout**\n**% of Salary**\n\n**Target Payout**\n**% of Salary**\n\n**Maximum Payout**\n**% of Salary**\n\nBrian Kocher\n\n62.5%\n\n125%\n\n250%\n\nGreg Gaba\n\n37.5%\n\n75%\n\n150%\n\nChris McCullough\n\n30%\n\n60%\n\n120%\n\nJustin Kobler\n\n30%\n\n60%\n\n120%\n\nBryan Clark\n\n30%\n\n60%\n\n120%\n\nIf adjusted EBITDA performance was below threshold, there would be no payout. If performance was above maximum, the payout would be capped at the levels noted above. In 2025, adjusted EBITDA performance resulted in a company component payout of 74.54%.\n\nThe below table represents the 2025 STIP payout determination for each NEO as the result of the company and individual components:\n\n**Executive**\n**Company**\n**Component**\n**Percentage**\n**Individual**\n**Component**\n**Percentage**\n**Total**\n**Payout of**\n**Target**\n**STIP**\n**Percentage**\n**Final Result**\n**(No. of STIP PSUs vesting and cash payment**\n**portion)(1)**\n\nBrian Kocher\n74.54%\n74.54%\n74.54%\n74.54% STIP PSUs vest + $384,348\n\nGreg Gaba\n74.54%\n74.54%\n74.54%\n74.54% STIP PSUs vest + $129,982\n\nChris McCullough\n74.54%\n74.54%\n74.54%\n74.54% STIP PSUs vest + $70,842\n\nJustin Kobler\n74.54%\n50.0%\n62.27%\n62.27% STIP PSUs vest + $73,793\n\nBryan Clark\n74.54%\n74.54%\n74.54%\n74.54% STIP PSUs vest + $84,979\n\n(1) 2025 STIP PSUs were granted to each NEO on March 24, 2025 and vested on March 24, 2026.\n\n*Long Term Incentives*\n\nIn fiscal year 2025, the LTIP is a one-year plan with a three-year performance period. Specific details and design attributes of the 2025 plan are summarized below:\n\nPSUs:\n\nFor all NEOs, the number of PSUs earned is based on the Company's Revenue Compound Annual Growth Rate (\"CAGR\") (50% of granted PSUs) and Return on Invested Capital (\"ROIC\") (50% of granted PSUs) performance as calculated below and the participant's continued employment through the scheduled vesting date, which is April 11, 2028.\n\n \n\n**Revenue CAGR Hurdle**\n\n**Percentage of Revenue**\n**CAGR PSUs to Vest**\n\n**ROIC Hurdle**\n\n**Percentage of ROIC**\n**PSUs to Vest**\n\n8%\n\n25%\n\n12.5%\n\n25%\n\n9%\n\n50%\n\n14%\n\n50%\n\n13% or above\n\n100%\n\n18% or above\n\n100%\n\n \n\n27\n\nStock Options:\n\nVesting provisions are ratable over three years (in equal annual installments) with a term of ten years.\n\nRSUs:\n\nVesting provisions are ratable over three years (in equal annual installments).\n\nThe Compensation Committee believes the performance-based awards described above provide significant alignment between the interests of the Company's shareholders and the executives because the PSUs will not vest without the achievement of the performance hurdles, and stock options only provide value in the event of a stock price increase. Additionally, the vesting provisions in all awards provide additional retention incentive to each of the executives.\n\nThe 2025 LTIP grants to NEOs were divided between PSUs (50%), RSUs (25%) and stock options (25%), based on the 30-day average stock price as of April 11, 2025. Executives were given the choice to exchange their RSUs for stock options at a 3:1 ratio of options to RSUs. None of the executives elected to exchange their RSUs for options.\n\n**Executive**\n\n**Annual Target LTIP**\n**(% of Salary)**\n\n**LTIP Options**\n**(# of Options)**\n\n**LTIP PSUs**\n**(Target # of Units)**\n\n**LTIP RSUs**\n**(# of units)**\n\n**Brian Kocher**\n\n250%\n\n216,660\n\n204,614\n\n102,307\n\nGreg Gaba\n\n125%\n\n61,059\n\n57,664\n\n28,832\n\nChris McCullough\n\n85%\n\n33,484\n\n31,623\n\n15,812\n\nJustin Kobler\n\n100%\n\n41,494\n\n39,187\n\n19,594\n\nBryan Clark\n\n100%\n\n39,918\n\n37,699\n\n18,850\n\nIn addition, the Compensation Committee granted Mr. McCullough a one-time special award of 51,440 RSUs on April 14, 2025 in connection with his appointment to General Counsel in March 2025.\n\nBased on the Company's TSR for the performance cycle between January 1, 2023 through December 31, 2025, the 2023 LTIP PSU metric was at the 10th percentile of the peer group, which did not achieve the hurdle to trigger a payout of the 2023 LTIP PSUs. As such, the 2023 LTIP PSUs were forfeited in early 2026.\n\n*Other Compensation*\n\nOur executive officers are eligible to receive the same types of benefits that we make available to other employees, including:\n\nGroup health benefits, which includes medical, dental, vision and prescription drug coverage, group life insurance and short-term and long-term disability plans; and\n\nRetirement benefits in the form of a 401(k) plan for U.S. employees and a Registered Retirement Savings Plan match for Canadian employees.\n\nIn recent years, we have substantially reduced the scope of perquisites for executives, such as the completed phasing out of automobile allowances at the executive levels. In 2021, the Company enrolled in the Executive Health Program at Mayo Clinic for use by its executive officers. The Company agreed to pay up to $5,000 for out-of-pockets costs incurred for any executive participating in this program. For additional information regarding other compensation during 2025, see the \"All Other Compensation\" column in the Summary Compensation Table which follows.\n\n28\n\nWe have entered into employment or other agreements with our NEOs, most of which provide for certain benefits upon a change of control of the Company or upon a termination of employment by the Company without cause. These arrangements are intended to meet both business and human resources needs, encouraging the executives to weigh potential transitions based on shareholder interests, rather than personal ones, and to provide a measure of security to executives in the event of actual or potential change in corporate ownership/control. The potential benefits received by the NEOs in connection with a change-in-control or termination of employment under certain circumstances below under \"Estimated Potential Payments upon Termination of Employment\".\n\n29\n\n**Other Aspects of the Compensation Program**\n\n*Stock Ownership Guidelines*\n\nWe expect our senior executives to maintain substantial ownership of SunOpta stock:\n\n**Category**\n\n**Ownership Guideline**\n\nCEO\n\n5x base salary\n\nOther NEOs\n\n2x base salary\n\nOther Senior Leadership Team Members\n\n1x base salary\n\nIndependent Directors\n\n5x annual cash retainer\n\nSenior executives may satisfy these 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 the Company or an affiliate, unvested, time-based RSUs, and value of \"in the money\", unexercised options.\n\nWe believe this creates important alignment with shareholders. Executive participants have five years to comply with these guidelines. If, at the end of five years, the CEO or other NEOs and members of the Senior Leadership Team are not in compliance, 50% of all short-term incentive payouts are provided in equity rather than cash until the guideline is achieved.\n\n*Assessment of Risk*\n\nThe Compensation Committee conducts an annual review of risk associated with the compensation programs. The 2025 review found the programs to be within acceptable parameters.\n\n*Clawback Policy*\n\nIf material non-compliance with any financial reporting requirement leads to an accounting restatement, the Company has authority, in accordance with the Company's standalone Clawback Policy, to recover from current and former executives any incentive-based pay, including cash or equity awards, which would not have been awarded based on the restated financials. This authority extends to the three years preceding the restatement.\n\n*Insider Trading Policy*\n\nThe Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of its securities by employees, officers and directors. This policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. A copy of the Company's insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended January 3, 2026.\n\n30\n\n*Equity Award Timing Practices*\n\nThe Compensation Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.\nThe Compensation Committee typically makes annual equity awards in April preceding the Company's quarterly earnings release and Quarterly Report on Form 10-Q filing for the first fiscal quarter. Throughout the year, the Compensation Committee may grant equity awards for a new hire, a significant promotion, or other special circumstances.\n\n**Revision of Prior Period Financial Statements**\n\nAs previously disclosed, in connection with the preparation of the Company's consolidated financial statements for fiscal 2024, management identified errors arising from the underpayment of duties on certain of the Company's products imported to the U.S. from Canada in fiscal years 2023 and 2022. Management determined that the impacts of these errors were not material to the Company's previously issued consolidated financial statements for any of the prior quarters or annual periods in which they occurred. As a result, the Company corrected these errors, together with other unrelated immaterial errors, by revising its financial statements for the prior fiscal periods, which had the effect of reducing the previous determination of adjusted EBITDA from continuing operations by $2.6 million and $1.6 million for 2023 and 2022, respectively.\n\nAs a result of this reduction in adjusted EBITDA, short-term incentive payouts were recalculated to reflect the revised achievements for the corporate component of the 2022 STIP and 2023 STIP. The corporate component for the 2022 STIP was previously 102% and was revised to 96.5% due to the decreased adjusted EBITDA. Consequently, the total clawback amount for the 2022 executive officers was $88,797. Similarly, the corporate component for the 2023 STIP was revised from 81.6% to 72%, resulting in a total clawback amount of $95,977 for the 2023 executive officers.\n\nOn March 27, 2025, written notifications were provided to the executive officers for the respective years, stating the specific amounts to be reimbursed to the Company. For current executive officers, the Company offset their reimbursement amount from their 2022 LTIP PSU vesting on May 5, 2025. The amounts by which the affected NEOs' 2022 LTIP PSU vesting was offset is set forth in the Stock Vested During Fiscal 2025 table below. For former executive officers that still had outstanding equity awards, the Company offset the reimbursement amount from those outstanding equity awards. For five former executive officers who did not have outstanding equity awards, the Company requested cash payments. Despite reasonable attempts, the Company was unable to obtain $55,000 in reimbursement from these five former executive officers.\n\n**REPORT OF COMPENSATION COMMITTEE**\n\nThe Compensation Committee has reviewed and discussed the CD&A with the Company's management. Based on that review and discussion, the Compensation Committee has recommended to the Board of Directors that the CD&A be included in this Amendment.\n\nThe Compensation Committee of SunOpta Inc.:\n\nRebecca Fisher - Chair\n\nDr. Albert Bolles\n\nDean Hollis\n\nDavid J. Lemmon\n\nMahes S. Wickramasinghe\n\n31\n\n**COMPENSATION OF NAMED EXECUTIVE OFFICERS**\n\n**Summary Compensation Table**\n\n**Name andPrincipalPosition**\n**Year**\n**Salary($)**\n\n**Bonus**\n**($)**\n\n**StockAwards($)(1)**\n**OptionAwards($)(2)**\n**Non-EquityIncentive PlanCompensation($)(3)**\n**All OtherCompensation($)(4)**\n**Total ($)**\n\nBrian Kocher, Chief Executive Officer\n2025\n2024\n819,231\n802,524\n0\n10,000\n1,629,313\n4,023,480\n515,651\n801,307\n384,348\n477,500\n17,424\n22,666\n3,365,967\n6,137,477\n\nGreg Gaba, Chief Financial Officer\n2025\n461,539\n0\n487,692\n145,320\n129,982\n19,441\n1,243,974\n\n2024\n432,849\n100,000\n499,545\n112,335\n161,156\n116,275\n1,422,160\n\n2023\n293,310\n100,022\n608,600\n92,700\n0\n13,731\n1,108,363\n\nChristopher McCullough, General Counsel\n2025\n339,818\n0\n477,855\n79,692\n70,842\n18,793\n987,000\n\nJustin Kobler,  SVP Supply Chain\n2025\n2024\n392,692\n325,769\n0\n250,000\n331,422\n543,683\n98,756\n81,937\n73,793\n89,581\n16,411\n12,599\n913,074\n1,303,569\n\nBryan Clark, SVP of R&D and FSQ\n2025\n2024\n375,385\n352,225\n0\n0\n318,839\n333,353\n95,005\n76,616\n84,979\n98,820\n12,959\n9,051\n887,167\n870,065\n\n(1) Consists of the grant-date fair value of RSUs and PSUs granted to NEOs. Please see Note 14, \"Stock-Based Compensation,\" to the Company's consolidated financial statements included in the Original Form 10-K for a detailed description of the assumptions used to calculate the fair value of PSUs. For additional information on our long-term equity incentive awards, see \"―Compensation Discussion and Analysis―Long Term Incentives.\" From 2023 through 2025, all NEOs were granted PSUs for all or a portion of their STIP award.\n\n(2) Consists of the aggregate grant-date fair value of stock options granted to NEOs, calculated in accordance with FASB ASC Topic 718. Please see Note 14, \"Stock-Based Compensation,\" to the Company's consolidated financial statements included in the Original Form 10-K for a detailed description of the assumptions used to calculate the fair value of options. For additional information on our long-term equity incentive awards, see \"―Compensation Discussion and Analysis―Long Term Incentives.\"\n\n(3) Represents the cash portion of bonuses paid for 2023 STIP, 2024 STIP and 2025 STIP.\n\n(4) Represents retirement savings contributions, life and long-term disability insurance benefits, and other benefits. See \"All Other Compensation\" table below.\n\n32\n\nThe following table details the various components included in the \"All Other Compensation\" column for 2025. \n\n \n \n**All Other Compensation**\n\n \n \n \n\n**Name**\n \n**Retirement**\n**Plan/401k**\n**Contributions**\n**($)**\n \n \n**Life and**\n**Long-Term**\n**Disability**\n**Insurance**\n**($)**\n \n \n**Other**\n**($)(1)**\n \n \n**Total ($)**\n \n\nBrian Kocher\n \n15,750\n \n \n1,674\n \n \n-\n \n \n17,424\n \n\nGreg Gaba\n \n15,750\n \n \n180\n \n \n3,511\n \n \n19,441\n \n\nChris McCullough\n \n15,669\n \n \n1,554\n \n \n1,570\n \n \n18,793\n \n\nJustin Kobler\n \n15,241\n \n \n1,170\n \n \n-\n \n \n16,411\n \n\nBryan Clark\n \n8,843\n \n \n1,314\n \n \n2,802\n \n \n12,959\n \n\n(1) The amounts in this Other column refer to the benefits received under the Executive Health Plan benefit.\n\nThe following table summarizes grants of long-term equity incentive awards to our NEOs in fiscal 2025, and the estimated possible payouts under our STIP for fiscal 2025. 2025 STIP PSUs vested on March 24, 2026.\n\n33\n\n**Grants of Plan-Based Awards**\n\n \n \n \n \n \n \n \n\n \n \n**Estimated Possible Payouts UnderNon-Equity Incentive PlanAwards (1)**\n**Estimated Possible Payouts UnderEquity Incentive Plan Awards (2)**\n \n \n \n \n\n**Name**\n**Grant**\n**Date**\n**Threshold**\n**($)**\n**Target**\n**($)**\n**Maximum**\n**($)**\n**Threshold**\n**(#)**\n**Target**\n**(#)**\n**Maximum**\n**(#)**\n**AllOther**\n**Stock**\n**Awards:**\n**Numberof**\n**Sharesof**\n**Stock or**\n**Units**\n**(#) (3)**\n**AllOther**\n**Option**\n**Awards**\n**Numberof**\n**Securities**\n**Under-**\n**lying**\n**Options**\n**(#)(4)**\n**Exercise**\n**or Base**\n**Price of**\n**Option**\n**Awards**\n**($/Share)**\n**GrantDate**\n**Fair Value**\n**of Stock**\n**andOption**\n**Awards**\n**($)(5)**\n\nBrian Kocher\n3/24/2025\n\n04/11/2025\n\n04/11/2025\n\n4/11/2025\n257,813\n\n-\n\n-\n\n-\n \n515,626\n\n-\n\n-\n\n-\n \n1,031,253\n\n-\n\n-\n\n-\n \n41,458\n\n51,154\n\n-\n\n-\n \n82,915\n\n204,614\n\n-\n\n-\n \n82,915\n\n409,228\n\n-\n\n-\n \n-\n\n-\n\n-\n\n102,307\n \n-\n\n-\n\n216,660\n\n-\n \n-\n\n-\n\n3.92\n\n-\n \n426,183\n\n802,087\n\n515,651\n\n401,043\n\nGreg Gaba\n3/24/2025\n\n04/11/2025\n\n04/11/2025\n\n04/11/2025\n87,188\n\n-\n\n-\n\n-\n174,375\n\n-\n\n-\n\n-\n348,750\n\n-\n\n-\n\n-\n14,458\n\n-\n\n14,416\n\n-\n28,916\n\n-\n\n57,664\n\n-\n28,916\n\n-\n\n115,328\n\n-\n-\n\n-\n\n-\n\n28,832\n-\n\n61,059\n\n-\n\n-\n-\n\n3.92\n\n-\n\n-\n148,628\n\n145,320\n\n226,043\n\n113,021\n\nChris McCullough\n03/24/2025\n\n04/11/2025\n\n04/11/2025\n\n04/11/2025\n \n04/14/2025\n47,520\n\n-\n\n-\n\n-\n95,039\n\n-\n\n-\n\n-\n190,078\n\n-\n\n-\n\n-\n7,880\n\n-\n\n7,906\n\n-\n15,760\n\n-\n\n31,623\n\n-\n15,760\n\n-\n\n63,246\n\n-\n-\n\n-\n\n-\n\n15,812\n \n51,440\n-\n\n33,484\n\n-\n\n-\n-\n\n3.92\n\n-\n\n-\n81,006\n\n79,692\n\n123,962\n\n61,983\n \n210,904\n \n\nJustin Kobler\n03/24/2025\n\n04/11/2025\n\n04/11/2025\n\n04/11/2025\n \n59,250\n\n-\n\n-\n\n-\n\n-\n118,500\n\n-\n\n-\n\n-\n\n-\n237,000\n\n-\n\n-\n\n-\n\n-\n9,825\n\n-\n\n9,797\n\n-\n\n-\n19,650\n\n-\n\n39,187\n\n-\n\n-\n19,650\n\n-\n\n78,374\n\n-\n\n-\n-\n\n-\n\n-\n\n19,594\n \n-\n\n41,494\n\n-\n\n-\n\n-\n-\n\n3.92\n\n-\n\n-\n\n-\n101,001\n\n98,756\n\n153,613\n\n76,808\n \n\nBryan Clark\n03/24/2025\n\n04/11/2025\n\n04/11/2025\n\n04/11/2025\n57,000\n\n-\n\n-\n\n-\n114,000\n\n-\n\n-\n\n-\n228,000\n\n-\n\n-\n\n-\n9,452\n\n-\n\n9,425\n\n-\n18,904\n\n-\n\n37,699\n\n-\n18,904\n\n-\n\n75,398\n\n-\n-\n\n-\n\n-\n\n18,850\n-\n\n39,918\n\n-\n\n-\n-\n\n3.92\n\n-\n\n-\n97,167\n\n95,005\n\n147,780\n\n73,892\n\n \n \n \n \n \n \n \n \n \n \n \n \n\n(1) Amounts shown indicate each NEO's potential bonus assuming successful achievement of the NEO's performance objectives. For additional information on our STIP, see \"―Compensation Discussion and Analysis―Short-Term Incentive Plan.\"\n\n(2) For grants dated March 24, 2025, this represents PSU awards from the 2025 STIP. For more information on these grants, see \"-Compensation Discussion and Analysis - 2025 STIP.\" For each NEO under our STIP for fiscal 2025 the target and maximum vesting amounts are the same as the target is the maximum amount that will vest upon achievement of the entire performance measure. For grants dated April 11, 2025, this represents 2025 LTIP grants. For additional information on our long-term equity incentive awards, see \"―Compensation Discussion and Analysis―Long Term Incentives\".\n\n34\n\n(3) Represents RSU grants from the 2025 LTIP and a one-time special RSU grant on April 14, 2025, for Mr. McCullough as part of his appointment to General Counsel in March 2025. For additional information on the 2025 LTIP, see \"―Compensation Discussion and Analysis―Long Term Incentives\".\n\n(4) Represents option grants from the 2025 LTIP. For additional information on the 2025 LTIP, see \"―Compensation Discussion and Analysis―Long Term Incentives\".\n\n(5) Consists of the aggregate grant-date fair value of equity incentive awards granted to our NEOs, calculated in accordance with FASB ASC Topic 718. Please see Note 14, \"Stock-Based Compensation,\" to the Company's consolidated financial statements included in the Original Form 10-K for a detailed description of the assumptions used to calculate the fair value of stock-based awards.\n\n35\n\nThe following table summarizes the outstanding equity award holdings of our NEOs as of January 3, 2026. This table includes unexercised and unvested option awards and unvested PSUs and RSUs.\n\n**Outstanding Equity Awards at Fiscal Year End**\n\n \n**Name**\n**Option Awards**\n**Stock Awards**\n\n**Date ofGrant**\n**Number of**\n**Securities**\n**Underlying**\n**Unexercised**\n**Options (#)**\n**Exercisable**\n**Number of**\n**Securities**\n**Underlying**\n**Unexercised**\n**Options (#)**\n**Unexercisable(1)**\n**Option**\n**Exercise**\n**Price($)**\n**Option**\n**Expiration**\n**Date**\n**Number**\n**ofShares**\n**or Units**\n**ThatHave**\n**Not**\n**Vested**\n**(#)(2)**\n**Market**\n**Value of**\n**Shares or**\n**UnitsThat**\n**Have Not**\n**Vested**\n**($)(2)**\n\n**Equity**\n**Incentive**\n**Plan**\n**Awards:**\n**Numberof**\n**Unearned**\n**Shares,**\n**Units or**\n**Other**\n**Rights**\n**ThatHave**\n**Not**\n**Vested**\n**(#) (3)**\n\n**EquityIncentivePlanAwards:MarketorPayoutValue ofUnearnedShares,Units orOtherRightsThatHave NotVested($) (3)**\n\n**Brian**\n**Kocher**\n04/11/2025\n03/24/2025\n03/13/2024\n01/02/2024\n01/02/2024\n01/02/2024\n-\n-\n-\n-\n153,869\n-\n216,660\n-\n-\n-\n76,935\n-\n3.92\n-\n-\n-\n5.54\n-\n04/11/2035-\n-\n-\n01/02/2034\n-\n102,307\n-\n24,667\n48,135\n-\n-\n379,559\n-\n91,515\n178,581\n-\n-\n204,614\n82,915\n-\n-\n-\n288,808\n759,118\n307,615\n-\n-\n-\n1,071,478\n\n**Greg**\n**Gaba**\n04/11/2025\n03/24/2025\n04/30/2024\n10/23/2023\n07/10/2023\n05/05/2022\n04/15/2021\n07/10/2020\n-\n-\n8,978\n-\n16,628\n7,204\n2,934\n2,891\n61,059\n-\n17,955\n-\n9,466\n-\n-\n-\n \n3.92\n-\n6.55\n-\n6.35\n5.91\n14.77\n4.73\n4/11/2035\n-\n04/30/2034\n-\n7/10/2033\n05/05/2032\n4/15/2031\n7/10/2030\n28,832\n-\n11,575\n28,169\n5,421\n-\n-\n-\n106,967\n-\n42,943\n104,507\n20,112\n-\n-\n-\n \n57,664\n28,916\n69,446\n-\n-\n-\n-\n-\n213,933\n107,278\n257,645\n-\n-\n-\n-\n-\n\n**Chris McCullough**\n04/14/2025\n04/11/2025\n03/24/2025\n04/30/2024\n07/10/2023\n \n-\n-\n-\n2,843\n5,171\n \n \n-\n33,484\n-\n5,685\n2,585\n \n \n-\n3.92\n-\n6.55\n6.35\n \n \n-\n04/11/2035\n-\n04/30/2034\n07/10/2033\n \n51,440\n15,812\n-\n3,665\n1,485\n \n190,842\n58,663\n-\n13,597\n5,509\n \n-\n31,623\n15,760\n10,994\n-\n \n-\n117,321\n58,470\n40,788\n-\n \n\n**Justin Kobler**\n04/11/2025\n03/24/2025\n04/30/2024\n-\n-\n6,529\n41,494\n-\n13,058\n3.92\n-\n6.55\n04/11/2035\n-\n04/30/2034\n19,594\n-\n8,417\n72,694\n-\n31,227\n39,187\n19,650\n50,502\n145,384\n72,902\n187,362\n\n03/12/2024\n-\n-\n-\n-\n20,000\n74,200\n-\n-\n\n**Bryan Clark**\n04/11/2025\n03/24/2025\n04/30/2024\n07/10/2023\n05/05/2022\n04/15/2021\n07/10/2020\n05/17/2018\n05/22/2017\n-\n-\n6,105\n9,002\n14,189\n3,884\n9,241\n5,000\n5,000\n39,918\n-\n12,210\n4,501\n-\n-\n-\n-\n-\n3.92\n-\n6.55\n6.35\n5.91\n14.77\n4.73\n7.10\n9.45\n04/11/2035\n-\n04/30/2034\n07/10/2033\n05/05/2032\n04/15/2031\n07/10/2030\n05/17/2028\n05/22/2027\n18,850\n-\n7,871\n2,585\n-\n-\n-\n-\n-\n69,934\n-\n29,201\n9,590\n-\n-\n-\n-\n-\n37,699\n18,904\n47,224\n-\n-\n-\n-\n-\n-\n139,863\n70,134\n175,201\n-\n-\n-\n-\n-\n-\n\n \n\n36\n\n(1) Stock options granted in 2023 through 2025 are part of the annual LTIP and vest one-third per year over three years.\n\n(2) Represents grants of RSU awards. RSUs vest one-third per year over three years. The market value of the RSUs is based on the $3.71 closing market price of the Common Shares on the last trading day of fiscal 2025.\n\n(3) Awards made in 2024 were for the 2024 LTIP and awards made in 2025 were for both the 2025 STIP and 2025 LTIP. For the CEO Special PSUs, vesting is determined by the Company's TSR performance and continued employment through the applicable vesting date (April 15, 2027). For all NEOs except for Mr. Kocher, the 2024 LTIP PSUs vesting is based on revenue and return on invested capital performance metrics and continued employment through the applicable scheduled vesting date (April 30, 2027). For all NEOs, the 2025 LTIP PSUs vesting is based on revenue and return on invested capital performance metrics and continued employment through the applicable scheduled vesting date (April 11, 2028). The number of shares shown in the above table related to these PSUs is based on the number of Common Shares that would be issued at the end of the performance period at the target level of performance, subject to the NEO's continued employment. For additional information on the performance hurdles for LTIP, see \"―Compensation Discussion and Analysis―Long Term Incentives.\" The 2025 STIP PSUs were granted to all NEOs on March 24, 2025. The market value of all PSUs is based on the $3.71 closing market price of the Common Shares on the last trading day of fiscal 2025.\n\n**Option Exercises and Stock Vested During Fiscal 2025**\n\nThe following table details certain information concerning stock awards held by the NEOs that vested during the fiscal year 2025. None of the NEOs exercised any stock options during fiscal year 2025.\n\n**Stock Vested**\n\n**Name**\n**Stock Awards(1)**\n\n**Number of Shares**\n**Acquired on Vesting**\n**(#)**\n**Value Realized on**\n**Vesting**\n**($)**\n\nBrian Kocher\n215,411\n1,121,189\n\nGreg Gaba\n68,611\n346,390\n\nChris McCullough\n9,175\n41,672\n\nJustin Kobler\n27,305\n128,838\n\nBryan Clark\n42,035\n182,033\n\n(1) The number of shares acquired upon vesting reflects the gross number of shares acquired before any netting of shares surrendered to satisfy tax withholding requirements, except for Mr. Gaba and Mr. Clark, whose number of shares shown reflects the offset of 1,061 and 2,201 PSUs, respectively, which represent their reimbursement amount pursuant to the clawback described above under \"Compensation Discussion and Analysis - Revision of Prior Period Financial Statements.\" The value realized is based on the market value of the underlying Common Shares on the vesting date and reflects the gross value realized prior to taxes and withholding.\n\n37\n\n**Potential Payments on Termination or Change of Control**\n\nThe following discussion sets forth the payments and other benefits payable to our NEOs in connection with certain terminations of employment and/or a change in control. The proposed Arrangement also provides for, or will result in, certain payments and benefits to the NEOs, as described further in the proxy statement for the Special Meeting of Stockholders filed with the Securities and Exchange Commission on March 18, 2026.\n\nThe Company's Amended 2013 Stock Incentive Plan (the \"Plan\") provides that, in the event of a merger, consolidation or plan of exchange involving the Company pursuant to which outstanding shares are converted into cash or other stock, securities or property, or a sale, lease or exchange or other transfer of all or substantially all of the assets of the Company, the Company's Board of Directors may, in its sole discretion, provide that outstanding awards under the Plan shall be treated in accordance with any of the following alternatives: (i) the outstanding award may be converted into a similar award based on the stock of the surviving or acquiring company, taking into account the relative values of the companies involved in the transaction; (ii) the outstanding award may be cancelled by the Company and the holder would receive cash in an amount equal to the value of the award, as determined by the Company's Board of Directors; or (iii) the outstanding award may become fully exercisable and the Company's Board of Directors would provide an arrangement pursuant to which the holder would have a reasonable opportunity to exercise any award or otherwise realize the value of the award.\n\nWe have entered into employment or other agreements with our current NEOs and we have a SunOpta Foods Inc. Amended and Restated Severance Pay Plan (as amended and restated effective February 5, 2026, the \"Severance Plan\"), which provide for certain benefits upon a change of control of the Company or upon a termination of employment by the Company without cause or, with respect to employment agreements only, by the NEO with good reason, all as provided in the applicable agreement. Employment agreements entered into with NEOs and other executive officers of the Company generally provide for accelerated vesting of awards only if the executive's employment is terminated under specified circumstances within a specified period before or following a change of control (so-called \"double-trigger\" provisions). The definition of \"change of control\" varies among the agreements and generally includes (i) the acquisition of stock representing a majority of the voting power of the Company's stock; (ii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (\"Incumbent Directors\") shall cease for any reason to constitute at least a majority thereof; provided, however, that the term \"Incumbent Director\" shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; (iii) any consolidation, merger or plan of exchange involving the Company as a result of which the holders of outstanding stock of the Company immediately prior to the transaction do not continue to hold at least 50% of the combined voting power of the outstanding voting securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the transaction; and (iv) the sale of all or substantially all of the assets of the Company. The definition of \"cause\" varies among the agreements.\n\nThe benefits to be received by the NEOs employed at the end of the fiscal year under the terms of their applicable employment or other agreements in connection with a change of control or upon termination of employment under certain circumstances are summarized as follows:\n\n38\n\n***Brian Kocher***\n\n*Termination for Cause or without Good Reason*:**Mr. Kocher's employment agreement (the \"Employment Agreement\") provides that if Mr. Kocher is terminated for Cause or without Good Reason (each as defined in the Employment Agreement), he is entitled to receive (i) any accrued but unpaid base salary and accrued but unused paid time-off; (ii) reimbursement for unreimbursed business expenses properly incurred by Mr. Kocher; and (iii) any Special RSUs, Matching RSUs and Special PSUs (each as defined in the Employment Agreement) that are vested as of the date of Mr. Kocher's termination (such amounts, the \"Kocher Accrued Amounts\").\n\n*Termination without Cause or by executive for Good Reason*: In addition, the Employment Agreement provides that if Mr. Kocher is terminated without Cause or by Mr. Kocher for Good Reason, he is entitled to receive severance equal to the Kocher Accrued Amounts plus (i) a lump sum payment equal to two times the sum of his base salary and his target bonus (each, at the highest rate in effect during the 12-month period immediately preceding his termination date); (ii) any annual bonus earned, but not yet paid, for the fiscal year prior to the fiscal year in which the termination date occurs; and (iii) continued coverage under the Company's group health plans at the same levels and the same cost for up to 18 months following the termination date. In addition, all unvested Special RSUs and Matching RSUs (and, only in the event Mr. Kocher terminates for Good Reason, all Special Options) shall vest.\n\n*Termination of employment following a Change of Control*: In the event Mr. Kocher's employment is terminated by the Company without Cause or by Mr. Kocher for Good Reason within 12 months following a change of control of the Company or, under certain circumstances, within a two-month period prior to such transaction, Mr. Kocher shall be entitled to the same benefits as in the event of termination without Cause or by executive for Good Reason. In addition, (i) all unvested Special Options, and any other outstanding equity-based incentive award subject to time-based vesting, shall vest; (ii) any unvested Special PSUs shall vest based on the Company's actual performance through the date of such change of control on a prorated basis reflecting the number of days Mr. Kocher is employed during the performance period; and (iii) any other unvested equity-based incentive award subject to performance-based vesting criteria vesting to which the applicable performance hurdle has been satisfied as of the date of change in control shall vest on a prorated basis reflecting the number of days Mr. Kocher is employed during the performance period.\n\nIf any of the payments or benefits received by Mr. Kocher in connection with a change of control result in a 280G excise tax, within the meaning of Section 280G of the Internal Revenue Code, then the Company's payments to Mr. Kocher will potentially be reduced if such reduction will result in a greater net benefit to Mr. Kocher.\n\n***Greg Gaba***\n\n*Termination for Cause or by Mr. Gaba*:**Mr. Gaba's employment agreement provides that if Mr. Gaba is terminated for Cause (as defined in his employment agreement) or by Mr. Gaba for any reason, he is entitled to receive (i) any accrued but unpaid base salary and accrued but unused paid time-off; (ii) reimbursement for unreimbursed business expenses properly incurred by Mr. Gaba; and (iii) any vested CFO Special RSUs (as defined in the employment agreement) (such amounts, the \"Gaba Accrued Amounts\").\n\n*Termination without Cause**:* In the event Mr. Gaba's employment is terminated by the Company without Cause, he will be entitled to receive severance equal to the Gaba Accrued Amounts plus (i) a lump sum payment equal to one times the sum of his base salary and his target bonus; (ii) any annual bonus earned, but not yet paid, for the fiscal year prior to the fiscal year in which the termination date occurs; and (iii) the immediate vesting of any granted and unvested CFO Special RSUs.\n\n39\n\n*Termination of employment following a Change of Control*: In the event Mr. Gaba's employment is terminated by the Company without Cause within 12 months following a change of control of the Company or, under certain circumstances, within a two month period prior to such transaction, Mr. Gaba shall be entitled to the same benefits as in the event of termination without Cause except that the lump sum payment will be one and a half times (instead of one times). If any of the payments or benefits received by Mr. Gaba in connection with a change of control result in a 280G excise tax, within the meaning of Section 280G of the Internal Revenue Code, then the Company's payments to Mr. Gaba will potentially be reduced if such reduction will result in a greater net benefit to Mr. Gaba.\n\n*Termination of employment in the event of death or disability**:*Upon a termination of Mr. Gaba's employment due to death or disability, all of Mr. Gaba's unvested CFO Special RSUs will immediately vest.\n\nMr. Gaba's employment agreement also provides that upon termination of employment, Mr. Gaba will receive continuation of employee benefits as required by applicable law.\n\n***Other NEOs***\n\n*Change of Control and Termination Following a Change of Control*: The Severance Plan provides that if the officer's employment is involuntarily terminated by the Company within 12 months following a change of control, the officer will be entitled to: (a) a lump sum payment equal to one and a half (1.5) times the sum of (i) his base salary, and (ii) his target annual bonus; and (b) COBRA continuation coverage under the Company's group health plans at the same levels and the same cost for up to 12 months following the termination date. The Severance Plan also provides that if any of the payments or benefits received by a participant in connection with a change of control result in a 280G excise tax, within the meaning of Internal Revenue Code section 280G, then the Company's payments to the participant will potentially be reduced if such reduction will result in a greater net benefit to the participant. The award agreements and applicable equity plan provides if a change in control occurs and at any time within 12 months after the change in control, the NEO's employment is terminated by the Company (or its successor) without Cause (as defined in the plan), or their employment is terminated by them for Good Reason (as defined in the plan), provided that they execute and deliver a release of claims, that all of the NEO's unvested options and RSUs shall immediately vest, and any unvested PSUs as to which the applicable performance hurdle has been satisfied as of the date of change in control shall immediately vest as of the date of employment termination.\n\n*Termination by the Company without Cause*: Upon a termination of the NEO's employment without Cause, the NEO is entitled to benefits under the Severance Plan and will receive a severance payment equal to a multiple of the NEO's weekly base pay, where such multiple is determined as two weeks per year with a minimum and maximum of 39 and 52 weeks, respectively. In addition, the Company will pay, for a period of up to 12 months, the cost of medical insurance coverage for the NEO and their dependents.\n\n**Estimated Potential Payments upon Termination of Employment**\n\nBased on the applicable agreements with the NEOs described above, the following table sets forth the estimated benefits that would have been payable to the NEOs if a change of control had occurred and each NEO's employment was terminated on the last day of the Company's 2025 fiscal year under circumstances specified in the applicable agreements:\n\n40\n\n**Potential Payments Upon Termination - Change of Control**\n\n**Name**\n**Lump Sum**\n**Severance**\n**Payment**\n**($)**\n**Continuation**\n**of**\n**Benefits**\n**($)**\n**Accelerated**\n**Vesting of**\n**RSUs**\n**($)(1)**\n**Accelerated**\n**Vesting of**\n**Stock**\n**Options**\n**($)(2)**\n**Accelerated**\n**Vesting of**\n**PSUs**\n**($)(3)**\n** **\n**Cash Bonus**\n**Payment(4)**\n**Total**\n**($)**\n\nBrian Kocher\n3,712,500\n32,891\n523,136\n0\n2,739,464\n384,348\n7,392,339\n\nGreg Gaba\n1,220,625\n21,330\n238,872\n0\n594,097\n129,982\n2,204,906\n\nChris McCullough\n900,000\n6,273\n185,441\n0\n250,132\n70,842\n1,412,688\n\nJustin Kobler\n948,000\n21,927\n116,791\n0\n412,938\n73,793\n1,573,449\n\nBryan Clark\n912,000\n6,463\n85,415\n0\n393,475\n84,979\n1,482,333\n\n(1) These amounts represent the value of unvested RSUs that would vest in the event of a termination of employment following a change of control, assuming a stock price of $3.71 per share, which was the closing price on January 2, 2026, the last trading day of the fiscal year.\n\n(2) These amounts represent the value of unvested stock options that would vest in the event of a termination of employment following a change of control. The closing stock price on January 2, 2026, the last trading date of the fiscal year, was $3.71. Value is calculated by taking the difference between the share price at the end of the year, less the exercise price, multiplied by the number of shares being exercised.\n\n(3) These amounts represent the value of unvested PSUs that would vest in the event of a termination of employment following a change of control, due to the applicable performance hurdle having been satisfied as of the date of the change of control, assuming a stock price of $3.71 per share, which was the closing price on the last trading day of the fiscal year. This value includes 74.54% of target vesting of the 2025 STIP PSUs for all NEOs due to the level of 2025 fiscal year performance results for the company component of the LTIP. Additionally, this amount includes a payout of: (a) 150% of the 2024 LTIP PSUs at target for all NEOs (excluding Mr. Kocher) based upon a measurement of the revenue and ROIC performance hurdles achievement, and (b) 128% of the CEO Special PSUs at target for Mr. Kocher based upon a measurement of the relative TSR performance hurdle achievement prorated for the performance period.\n\n(4) These amounts represent the cash portion of the 2025 STIP at 74.54% of target payout.\n\nBased on the applicable agreements with the NEOs described above, the following table sets forth the estimated benefits that would have been payable to the NEOs if each officer's employment was terminated by the Company without cause in the absence of a change of control on the last day of the Company's 2025 fiscal year:\n\n41\n\n**Potential Payments Upon Termination - Involuntary Termination Without Cause**\n\n**Name**\n**Lump**\n**Sum**\n**Severance**\n**Payment**\n**($)**\n**Continuation**\n**of Benefits**\n**($)**\n**Accelerated**\n**Vesting of**\n**RSUs**\n**($)(2)**\n**Accelerated**\n**Vesting of**\n**Stock**\n**Options**\n**($)**\n**Accelerated**\n**Vesting of**\n**PSUs**\n**($)(3)**\n**Cash Bonus**\n**Payment**\n**($)(4)**\n**Total**\n**($)**\n\nBrian Kocher (1)\n3,712,500\n32,891\n270,095\n0\n229,293\n384,348\n4,629,127\n\nGreg Gaba\n813,750\n21,330\n104,507\n0\n79,962\n129,982\n1,149,530\n\nChris McCullough\n281,250\n6,273\n0\n0\n43,581\n70,842\n401,947\n\nJustin Kobler\n296,250\n21,927\n0\n0\n45,396\n73,793\n437,366\n\nBryan Clark\n285,000\n6,463\n0\n0\n52,278\n84,979\n428,720\n\n(1) These potential payments to Mr. Kocher are also applicable in the event of a termination initiated by him for good reason, as defined in his employment agreement.\n\n(2) This amount represents the value of Mr. Gaba's unvested CFO Special RSUs, that would vest in the event of a termination of employment, assuming a stock price of $3.71 per share, which was the closing price on the last trading day of fiscal year 2025. Also, the CFO Special RSUs will vest for Mr. Gaba in the event of termination as a result of death or disability.\n\n(3) This amount represents the value of unvested PSUs that would vest in the event of a termination of employment. This includes 74.54% of the 2025 STIP payout (comprised of 50% PSUs) for all NEOs, assuming a stock price of $3.71 per share, which was the closing price on the last trading day of the fiscal year.\n\n(4) This amount represents the cash payment portion of the 2025 STIP payout at 74.54% achievement.\n\n**CEO Pay Ratio**\n\nSet below is information about the relationship of the annual total compensation of Brian Kocher, our CEO, and the annual total compensation of the median of our employees other than Mr. Kocher.\n\nFor 2025:\n\nThe annual total compensation of Mr. Kocher, as reported in the Summary Compensation Table presented elsewhere in this Amendment, was $3,365,967. Mr. Kocher's compensation includes annualized base salary, bonuses, stock awards and other ancillary benefits.\n\nThe annual total compensation of our median employee (other than Mr. Kocher) was $92,959. This calculation is based on 2025 data utilizing the methodology below.\n\nThe ratio of the annual total compensation of Mr. Kocher to the annual total compensation of the median of our employees was 36 to 1.\n\nAs of January 3, 2026, we had 1,331 full-time employees in U.S. and Canada. As permitted by the pay ratio rule, we used the same median employee for the 2025 pay ratio calculation as was identified for the 2024 pay ratio calculation, since there were no changes in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. For 2024, we identified the median employee by taking the 1,248 full-time employees in U.S. and Canada as of December 28, 2024, and calculating each U.S. employee's W-2 (and equivalent income for each Canadian employee) to identify the median employee. For the 2025 pay ratio disclosure, we calculated that median employee's 2025 compensation on the same basis as that of our CEO.\n\n42\n\n**Securities Authorized for Issuance under Equity Compensation Plans**\n\nThe following table provides information as at January 3, 2026, with respect to our common shares that may be issued under the Company's equity compensation plans:\n\n**Plan Category**\n** **\n**Number ofSecurities to beIssued UponExercise ofOutstandingOptions, Warrants,and Rights**\n** **\n**Weighted-AverageExercise Price ofOutstandingOptions, Warrantsand Rights**\n** **\n**Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation Plans(Excluding SecuritiesReflected in Column(a))**\n\n \n \n(a)\n \n(b)\n \n(c)\n\nEquity compensation plans approved by securities holders:\n \n \n \n \n \n \n\n2013 Stock Incentive Plan\n \n3,275,859 (1)\n \n$5.36 (3)\n \n1,895,341\n\nEmployee Stock Purchase Plan\n \n-\n \n-\n \n255,941\n\nEquity compensation plans not approved by securities holders\n \n592,414 (2)\n \n$5.54 (3)\n \n-\n\nTotal\n \n3,868,273\n \n$5.39 (3)\n \n2,151,282\n\n(1) Represents common shares of the Company issuable in respect of 1,079,612 stock options, 854,188 restricted stock units (\"RSUs\") and 1,342,059 PSUs granted under the Company's 2013 Stock Incentive Plan.\n\n(2) Represents common shares of the Company issuable in respect of a special grants of 230,804 stock options, 72,802 RSUs and 288,808 PSUs in connection with the appointment of Brian Kocher as Chief Executive Officer of the Company on January 2, 2024.\n\n(3) Vested RSUs and PSUs entitle the holder to receive one common share per unit without payment of additional consideration. Accordingly, these units are disregarded for purposes of computing the weighted-average exercise price.\n\n**Annual Burn Rate**\n\nIn accordance with the policies of the TSX, the following table sets out the burn rate of the awards granted under the Company's security-based compensation arrangements, namely the Amended 2013 Plan and Employee Stock Purchase Plan, as of the end of the fiscal year ended January 3, 2026, and for the two preceding fiscal years. The burn rate is calculated by dividing the number of securities granted under each security-based compensation agreement during the relevant fiscal year by the weighted-average number of Common Shares outstanding for the applicable fiscal year.\n\n**Compensation Plan**\n**Fiscal 2025**\n**Fiscal 2024**\n**Fiscal 2023**\n\nAmended 2013 Plan\n2.49%\n2.51%\n2.56%\n\nEmployee Stock Purchase Plan\n*\n*\n*\n\n*indicates less than 1% of the weighted-average number of Common Shares outstanding\n\n43\n\n**COMPENSATION OF DIRECTORS**\n\nAnnual compensation for non-employee directors is comprised of cash and equity-based compensation. Cash compensation consists of an annual retainer and supplemental retainers for the chairs and members of Board committees. Equity compensation is comprised of an annual grant of RSUs.\n\nNon-employee directors may elect to receive stock in lieu of cash compensation, including from 50% to 100% of the cash amount. Also, non-employee directors have the option to defer receipt of annual equity compensation that would otherwise be payable to them, subject to compliance with the Company's Non-Employee Director Stock Deferral Plan and Section 409A of the Internal Revenue Code.\n\nThe Board established the following schedule for non-employee director compensation for fiscal 2025:\n\ni. Annual cash retainer of:\n\n$70,000 for serving as a director;\n\n$90,000 for serving as the Chair of the Board;\n\n$20,000 for serving as the Chair of the Audit Committee;\n\n$15,000 for serving as the Chair of the Compensation Committee;\n\n$10,000 for serving as the Chair of the Corporate Governance Committee;\n\n$15,000 for serving as Chair of the Strategic Advisory Committee (beginning July 22, 2025);\n\n$8,000 for serving on the Audit Committee; and\n\n$5,000 for serving on other committees.\n\nii. Annual equity compensation:\n\nRSUs valued at $125,000 with a 12-month vesting period\n\nThe following table summarizes total compensation paid to our non-employee directors for fiscal year 2025.\n\n**Non-Employee Director Compensation Table**\n\n**Name**\n**Fees Earned or Paid**\n**in Cash ($)**\n**Stock Awards**\n**($)(1)**\n**Total**\n**($)(2)**\n\nDr. Albert Bolles\n85,000\n125,000\n210,000\n\nRebecca Fisher\n90,000\n125,000\n215,000\n\nDean Hollis\n83,000\n125,000\n208,000\n\nDavid J. Lemmon\n80,934\n125,000\n205,934\n\nDiego Reynoso\n85,802\n125,000\n210,802\n\nLeslie Starr\n173,000\n125,000\n298,000\n\nMahes S. Wickramasinghe\n95,934\n125,000\n220,934\n\n44\n\n(1) The fair value, as shown in this table, is determined in accordance with FASB ASC Topic 718 based on the number of RSUs granted and SunOpta's closing stock price on the date of grant. The number of RSUs granted in May 2025 was determined by dividing the scheduled Annual Equity Compensation by SunOpta's closing stock price on the grant date. RSUs vest on the first anniversary of the grant date.\n\n(2) Includes the fair market value of Common Shares issued in lieu of cash retainers, including elections of $42,490 for Dr. Bolles, $67,495 for Ms. Fisher, $82,996 for Mr. Hollis, $30,133 for Mr. Lemmon, $85,804 for Mr. Reynoso, $129,746 for Ms. Starr, and $36,061 for Mr. Wickramasinghe.\n\nThe Board believes that compensation for non-employee directors should be competitive and should fairly compensate directors for the time and skills devoted to serving our Company but, for independent directors, should not be so significant as to compromise independence.\n\nAll our directors are reimbursed for reasonable out-of-pocket expenses incurred for attending meetings of our Board or its committees and for other reasonable expenses related to the performance of their duties as directors. The Board believes that our non-employee director compensation package is competitive with the compensation offered by other companies and is fair and appropriate considering the responsibilities and obligations of our directors.\n\n45\n\n**Penalties and Sanctions and Personal Bankruptcies**\n\nExcept as disclosed below, none of the members of the Board:\n\n1) is, as at the date of this Amendment, or was within ten years before the date hereof, a director or chief executive officer or chief financial officer of any company (including the Company) that:\n\n(i) was the subject of an order (as defined in Form 51-102F5 made under National Instrument 51-102 of the CSA) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or\n\n(ii) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer, or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer, or chief financial officer; or\n\n2) is at the date hereof, or has been within ten years before the date of this Amendment, a director or executive officer of any company (including the Company) that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or\n\n3) has, within the ten years before the date of this Amendment, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.\n\nMs. Starr was appointed as a director of Chesapeake Energy Corporation (\"Chesapeake\") on September 11, 2017. Similar to many other oil and gas companies, Chesapeake found itself in the midst of a \"double black swan event\" in the spring of 2020: an emerging global pandemic that sapped demand, and an oil price war that flooded the market with supply. After exploring all available alternatives and on the advice of its legal and financial advisors, the board of directors authorized Chesapeake to file for restructuring proceedings under Chapter 11 of the United States Bankruptcy Code, which proceedings commenced in June 2020. On February 9, 2021, following the approval and effectiveness of a confirmed plan of reorganization, Chesapeake emerged from bankruptcy protection with its creditors assuming ownership of the company and the board of directors was discharged of its duties.\n\nMr. Lemmon was formerly the President and Chief Executive Officer of Enterra Feed Corporation (\"Enterra Feed\") (an insect protein company whose customers were primarily in the livestock, fish, pet food, and organic fruits and vegetables industries). Mr. Lemmon ceased to be an executive officer of Enterra Feed in October 2022. The senior lender of Enterra Feed applied for and was granted a receivership order in respect of Enterra Feed on November 8, 2022, under the *Bankruptcy and Insolvency Act* (Canada).\n\nThe foregoing information, not being within the knowledge of the Company, has been furnished by the directors.\n\n46"}