Pre-Approval Policies and Procedures

The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee has the responsibility to do the following:

All of the fees for 20202021 and 20192020 were pre-approved by the Audit Committee or were within pre-approved guidelines for permitted non-audit services and fees established by the Audit Committee. The Audit Committee considers whether the provision of the services disclosed under the headings “Audit-Related Fees,” “Tax Fees” and “All Other Fees” is compatible with maintaining our independent registered public accounting firm’s independence.

Vote Required

The ratification of the appointment of Causey as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the shares in person or represented by proxy at the annual meeting and entitled to vote thereon.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CAUSEY DEMGEN & MOORE P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021.2022.

PROPOSAL 3 – SHAREHOLDER PROPOSAL REGARDING PREPARTION OF A REPORT ON STEPS TO

ENHANCE gender, racial and ethnic diversity

In accordance with SEC rules, we have set forth below a shareholder proposal, along with a supporting statement, exactly as submitted by Nia Impact Capital. Nia Impact Capital has notified us that it is the beneficial owner of 2,588 post reverse-split shares of WFCF’s common stock and intends to present the following proposal at the 2021 Annual Meeting. Nia Impact Capital’s address is 2323 Broadway, Oakland, CA 94612. The shareholder proposal will be required to be voted upon at the 2021 Annual Meeting only if properly presented.

Whereas: Where Food Comes From, Inc.’s (“WFCF”) Board of Directors appears to have limited gender, racial and ethnic diversity.

We believe that gender, racial and ethnic diversity is a critical attribute of a well-functioning board and a measure of sound corporate governance.

Corporate leaders recognize the strong business case for board diversity. The Guiding Principles of Corporate Governance of the Business Roundtable state: “Boards should develop a framework for identifying appropriately diverse candidates that allows the nominating/corporate governance committee to consider women, minorities and others with diverse backgrounds as candidates for each open board seat.”¹

Board and management diversity benefits include a larger candidate pool from which to pick top talent, better understanding of consumer preferences, a stronger mix of leadership skills, and improved risk management.

Numerous institutional investors have adopted proxy voting guidelines reflecting their belief that board and management diversity is an indicator of good corporate governance. BlackRock, the world’s largest asset manager, published in 2020 investment stewardship guidelines that state, “If there is no progress on enhancing diversity at the board level within a reasonable time frame, we may hold nominating and/or governance committees accountable for an apparent lack of commitment to board effectiveness. Deliberate action needs to be taken by boards with a lack of diversity.”² State and city pension plans nationwide have adopted proxy voting policies with minimum thresholds for board diversity.

California legislation enacted in 2018 mandates gender diversity on the boards of companies with headquarters in that state and other states and municipalities are following suit. In 2020, California signed into law a similar mandate to increase racial and ethnic representation. Potential regulatory action seeking disclosure of racial, ethnic, and gender diversity is also under consideration at the federal level.

Despite recent progress, women and people of color remain significantly underrepresented on U.S. corporate boards. Women account for 21.1 percent of the directorships in the Russell 3000, up slightly from 20.7 percent a year ago.³ Among board members of Russell 3000 companies whose race was identified, non-white directors represent less than 11 percent.⁴ Continued progress on board diversity requires serious attention to the board search process and board refreshment.

Resolved: Shareholders request that the Board of Directors prepare a report within calendar year, at reasonable expense and omitting proprietary information, on steps WFCF is taking to enhance board diversity, such as:

¹ https://s3.amazonaws.com/brt.org/Principles-of-Corporate-Governance-2016.pdf.

² https://www.blackrock.com/corporate/literature/publication/blk-commentary-engaging-on-diversity.pdf

³ ISS 2020 Proxy Season Review

⁴ ISS Analytics U.S. Board Diversity Trends in 2019

Opposing Statement of the Board

The Board recommends a vote against this proposal. The Board has considered this proposal and determined that preparing a separate report on steps the Company is taking to enhance gender, racial and ethnic diversity would not serve the best financial interests of WFCF or our shareholders. We are a “smaller reporting company” as that term is defined in Securities Act Rule 405, Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K. Due to the size of our organization and our limited resources, we believe that creating a separate report would be an additional unnecessary expense that can be avoided. In addition, we believe that creating a separate report is not necessary because we have already satisfied the essential objective of the proposal.

We believe we have a demonstrated track record of meeting or exceeding the very policies the proposal is recommending. Over 75% of our workforce is comprised of minority and female employees. We have had a woman on our Board of Directors since 2012. Of our three executive officers, two are women and one identifies as part native American Indian man. Our middle management team is comprised of five persons, one of which is a woman and one of which identifies as a South African/Indian man.

We believe that gender, racial and ethnic diversity, as well as the appropriate mix of skills, experience and aptitude is a critical attribute of a well-functioning board and a measure of sound corporate governance. More specifically, our corporate governance guidelines state, “This assessment should include factors such as judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.”

Our proponent is commonly known in the investment community for promoting environmental, social and governance (ESG) factors which are a subset of non-financial performance indicators and include issues such as making sure there are systems in place to ensure accountability and managing the corporation’s stewardship of resources. Our core business is focused on many of the same attributes that our proponent promotes, especially sustainability. Everything we do revolves around measuring sustainability – ethical, environmental and social impacts – and providing transparency of food production practices. As a smaller reporting company, we believe using our website and our public filings provides a more effective and efficient vehicle for sustainability disclosures than creating a separate report as our proponent has proposed. We have and will continue to include disclosures focused on ESG factors on our website and in our public filings, such as information regarding:

Finally, we have designed our workplace and policies to provide all employees with a respectful and safe working environment by not tolerating any discrimination, harassment, retaliation, or any other mistreatment at work, whether based on a legally protected status or otherwise. We believe that rather than devote attention and resources on preparing a separate report as the proponent has proposed, WFCF, its employees, and its shareholders would be better served by continuing to execute on tangible workplace goals and focus on our core business.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE SHAREHOLDER PROPOSAL REGARDING PREPARATION OF A REPORT ON STEPS TO ENHANCE GENEDER, ETHNIC AND RACIAL DIVERSITY.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND

GOVERNANCE OF THE COMPANY

Leadership and Director Independence

John Saunders serves as our Chief Executive Officer and Chairman of the Board, is married to Leann Saunders, our President. Both Mr. and Mrs. Saunders serve on our Board of Directors.Board. We believe that as a small business, we benefit from a unified chair/CEO position due to the clarity of leadership that structure provides. Additionally, our independent Board members are able to call special meetings, as deemed necessary.

The Chairman of the Board’s duties include, among others:

Other than Mr. and Mrs. Saunders, the remainder of the directors on our Board of Directors are independent. Our common stock is traded on the OTCQB, which does not subject us to standards for director independence. Therefore, pursuantNASDAQ Capital Market (“NASDAQ”), under the stock ticker symbol, “WFCF.” Pursuant to the regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have adopted the director independence standards as defined in the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).NASDAQ. Our Board of Directors has determined that Messrs. Heinen, Lapaseotes, Larson, Smith, and Rein each a current director and nominee at the 20212022 annual meeting, qualify as “independent” directors under the rules promulgated by the SEC under the Exchange Act and the rules of NasdaqNASDAQ for independent directors in general and for independence related to the functions of an audit committee, compensation committee and nominating committee.

Board Structure

The Board of Directors does not have classes of directors that serve multi-year terms. Instead, each director serves for a one-year termterm. If elected, each director nominee will serve until the next annual meeting and his or her successor is subject to re-election by you each year.elected or until his or her earlier death, resignation, retirement or removal. Prior to recommending a director for nomination for re-election, the Board of Directors considers many factors, including:

Committees of the Board

The Board has three standing committees – the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of the Board committees is comprised solely of independent directors, and the Board may appoint a chair to each committee. Our independent directors regularly meet in executive session, and at such other times as necessary or appropriate as determined by the independent directors. In addition, as part of our governance review and succession planning, the Board (led by the Nominating and Corporate Governance Committee) evaluates our leadership structure to ensure that it remains the optimal structure, reviews the composition, size and performance of the Board and its committees, evaluates individual Board members, and identifies and evaluates candidates for election or re-election to the Board.

Audit Committee

Adam Larson (Chairman), Graeme P. Rein and Tom Heinen are the current members of the Audit Committee. All members are “independent,” as required by the rules promulgated by the SEC under the Exchange Act and the rules of the Nasdaq applicable to members of audit committees. Our Board of Directors has determined that Adam Larson qualifies as an “audit committee financial expert,” as defined by the rules promulgated by the SEC under the Exchange Act. The Audit Committee operates in accordance with a charter, which is posted on our website at www.wherefoodcomesfrom.com.

The Audit Committee is primarily concerned with monitoring:

The Audit Committee is also responsible for handling complaints regarding our accounting, internal accounting controls or auditing matters. Any such complaints received or submitted to the Chief Financial Officer are promptly forwarded to the Audit Committee to take such action as may be appropriate.

Compensation Committee

Pete Lapaseotes and Mike Smith are the current members of the Compensation Committee. All members are “independent,” as required by the rules promulgated by the SEC under the Exchange Act and the rules of the Nasdaq applicable to members of compensation committees.

The Compensation Committee is primarily responsible for, among other things:

The Compensation Committee operates in accordance with a charter, which is posted on our website at www.wherefoodcomesfrom.comwww.wherefoodcomesfrom.com..

The Compensation Committee has the authority to engage the services of outside consultants to assist in making decisions regarding the establishment of WFCF’s compensation programs and philosophy. No such consultants were engaged by the Company specifically with respect to executive or director compensation during 2020.2021.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Pete Lapaseotes and Adam Larson, each of whom qualifies as an independent director under the listing standards of NASDAQ.

The Nominating and Corporate Governance Committee is responsible for, among other things:

The Nominating and Corporate Governance Committee has adopted a written charter approved by the Board, which is available on our website at: www.wherefoodcomesfrom.comwww.wherefoodcomesfrom.com..

Procedures for Review of Transactions with Related Persons

Any proposed transaction with a related person is subject to review, negotiation and action by a committee consisting entirely of independent and disinterested directors, which committee is appointed by the Board of Directors at the time of any proposed transaction. The committee’s purpose and authority are set forth in resolutions appointing the committee and generally include the authority to retain such consultants, advisers and attorneys as it deems advisable in order to perform its duties. The following list details certain relationships and the related transactions:

Board Member Meeting Attendance

During 2020,2021, the majority of our Board of Directors actively participated in all of our meetings. Those meetings included discussions on business strategy, compensation, nominations, and other corporate governance issues. Mr. and Mrs. Saunders also participated in all discussions including those concerning executive officer compensation; however, Mr. and Mrs. Saunders abstain from voting concerning their compensation.

During 2020,2021, the Board of Directors held one formal meeting, one telephonic meeting and took action by written consent sixthree times. There were four meetings of the Audit Committee during 2020.2021. Each incumbent director attended at least 75% of the aggregate total of meetings of the Board of Directors and the committee on which he or she served.

Historically, our Board has actively utilized its Audit Committee, but the full Board has taken on the role of responsibilities of the Compensation Committee and the Nominating and Corporate Governance Committee. As a result, neither the Compensation Committee nor the Nominating and Corporate Governance Committee held meetings during 2020. Beginning in 2021, the Company formalized the use of its Compensation Committee and the Nominating and Corporate Governance Committee. The Compensation and Nominating Committee’s each held one meeting during 2021.

We had fourtwo directors who attended the 20202021 annual meeting of shareholders. We do not have an official policy regarding the attendance of the members of the Board of Directors at annual meetings of shareholders; however we informally encourage such attendance.

Chairman of the Board

The business and affairs of the Company are managed under the direction of the Board of Directors. Generally, it is management’s responsibility to formalize, propose and implement strategic choices and the Board’s role to approve strategic direction and evaluate strategic results, including both the performance of the Company and the performance of the Chief Executive Officer.

The Chairman of the Board’s duties include, among others:

Board’s Role in Risk Oversight

The Board of Directors is actively involved in oversight of risks that could affect the Company. This oversight is conducted through regular reports directly from officers responsible for oversight of particular risks within the Company such as financial matters and transactions and executive compensation programs and policies, as well as through full reports by the Audit Committee regarding the Company’s financial reporting and internal control functions.

Director’s Compensation

We presently compensate all non-employee directors by paying them $3,000 per meeting attended in person and $1,000 per telephonic meeting attended in excess of fifteen minutes. The same compensation applies for any committee meetings attended. All non-employee and employee directors receive 1,000received a grant of 500 common shares of WFCF stock options annually.on November 3, 2021, which were fully vested. In addition, directors are reimbursed for all company travel-related expenses. The following table sets forth the total compensation earned or paid in cash during the year ended December 31, 2020:2021:

Qualifications to Serve as Director

Each candidate for director must possess at least the following specific minimum qualifications:

Nomination of Directors

The full Board, on the recommendation of the Nominating and Corporate Governance Committee, nominates candidates for election to the Board. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. Accordingly, the Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Nominating and Corporate Governance Committee selects director candidates.

Our Nominating and Corporate Governance Committee will consider recommendations by shareholders of candidates for election to the Board of Directors. Any shareholder who wishes that the Nominating and Corporate Governance Committee consider a candidate must follow the procedures set forth in our bylaws. See “Shareholder Proposals for the Next Annual Meeting of Shareholders.”

For a discussion of the specific backgrounds and qualifications of our current director nominees, see “Information About the Nominees” above.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which is posted on our website at www.wherefoodcomesfrom.com. Our Code of Conduct applies to our directors, officers and all of our employees. The Code of Conduct sets forth specific policies to guide the directors, officers and employees in their duties. The information on our website is not incorporated into this proxy statement.

Insider Trading Policy

All employees are prohibited from using confidential information for stock trading purposes. To use material, non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of such information is not only unethical and against Company policy, it is also illegal. We maintain an insider trading policy applicable to all of our directors, officers and employees, their family members, and specially designated outsiders who have access to the Company’s material non-public information. This policy includes restrictions on the timing of transactions involving shares of WFCF common stock. Sales of common stock obtained through the exercise of stock options are subject to the restrictions of Company trading windows and blackout windows and must be pre-approved by a representative of the Company.

EXECUTIVE OFFICERS

John Saunders, 49, foundedWhile employees are not prohibited by law from using Company securities as collateral for loans or in margin accounts or from engaging in transaction s involving publicly -traded options, such as puts and calls, or other derivatives securities with respect to the Company’s securities, the Company discourages employees from such activity because, among other problems, these types of transactions (i) may result in 1998transactions in Company securities occurring outside the trading window and has served as(ii), in the Chief Executive Officer since then. Mr. Saunders is alsocase of publicly-traded options, create an appearance of impropriety in that these types of transactions often focus on short-term and speculative interest in the Chairman of the Board of Directors of theCompany’s securities or otherwise result in individual profit arising from poor Company and has served in this position since 1998. Previously, Mr. Saunders was a partner and consultant for Pathfinder Consulting Services, Inc. in Parker, Colorado. An expert in both technology and the livestock industry, Mr. Saunders is a graduate of Yale University.

Leann Saunders, 50, began working for the Company in 2003 and has been the President of the Company since 2008. Mrs. Saunders is also a Director on our Board of Directors and has served in this position since January 2012. Prior to 2003, Mrs. Saunders worked for PM Beef Holdings (“PM”), an integrated beef company, and developed a supply system for PM’s Ranch to Retail product line and managed PM’s USDA Process Verified program. She then served as the company’s Vice President of Marketing and Communications. Prior to joining PM in 1996, Mrs. Saunders worked for McDonald’s Corporation as a Purchasing Specialist, and Hudson Foods Corporation. Mrs. Saunders graduated with a B.S. in Agriculture Business and an M.S. in Beef Industry Leadership from Colorado State University. Mrs. Saunders sits on the board of directors for the International Stockmen’s Education Foundation and was the chair-elect for the United States Meat Export Federation for the 2014-2015 year.

Dannette Henning, 51, has been the Chief Financial Officer of the Company since January 2008. Prior to her appointment, she was engaged by the Company as a consultant beginning in November 2007. From 2004 to 2007, Mrs. Henning was the Corporate Controller for Einstein Noah Restaurant Group. From 2001 to 2003, she served as the Controller for Vari-L Company. Mrs. Henning’s previous experience includes financial management positions with KPMG Peat Marwick, DF&R Restaurant Company, and CSI/CDC Company. Mrs. Henning is a Certified Public Accountant with more than 25 years of professional experience. She received a B.B.A. degree in Accounting from the University of Texas at Arlington.performance.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by or paid to the principal executive officer of the Company and the two other most highly compensated individuals who were serving as executive officers during 20202021 (collectively, the “Named Executive Officers”). These individuals are listed in the “Summary Compensation Table” below.

Our compensation program bases a significant portion of the compensation of our executives on their ability to achieve annual operational objectives that advance the Company’s long-term business goals and that are designed to create sustainable long-term shareholder value. The Company’s performance-based compensation elements are guided by long-term objectives of maintaining market competitiveness and aligning the interests of our executives with the interests of our shareholders.

Our independent directors are responsible for aligning our compensation programs with our compensation philosophy of rewarding performance. They achieve that goal using independent third-party data to determine competitive compensation levels based on a peer group that represents both service-based companies, similar annual revenue, and market capitalization and those companies with whom we compete for talent.

Current Executive Compensation Program Elements

Base Salary.Salary. Base salary provides a fixed source of compensation for our executives for the services they provide to us during the year and to balance the impact of having a significant portion of their compensation “at risk” in the form of annual incentive bonuses and long-term equity-based incentive compensation. Our Board of Directors recognizes the importance of a competitive base salary as an element of compensation that helps to attract and retain our executive officers.

The base salaries of our Named Executive Officers were reviewed in September 2020,December 2021, taking into account the officer’s position and responsibilities, performance over the past two years, the pay range for individuals in similar positions and having similar responsibilities within the Company, the compensation practices of similar-sized companies in the market and the officer’s previous base salary. Following review and approval by the independent members of our Board of Directors, the base salaries for our Named Executive Officers were increased in October 2020December 2021 in recognition of each of their respective performance and to adjust their salaries to between the 2575^th and 5090^h percentile for similar executives in our compensation peer group.

Equity-Based Compensation.Compensation. In general, our Board of Directors may grant to our executives and other key employees certain equity-based awards based upon the achievement of outstanding performance. Such awards are granted on a discretionary basis by the Board of Directors not subject to any defined incentive plan. Generally, such equity awards are limited to restricted stock grants and nonqualified stock options.

We believe equity-based awards advance the interests of the Company and promote the Company’s success by aligning the long-term interests of participants with those of our shareholders. Equity-based awards are intended to help the Company attract, motivate and retain highly talented and marketable employees, non-employee directors and consultants to manage and oversee the profitable operations of, and achieve the long-term strategic goals of, the Company. They align the interests of designated employees, non-employee directors and consultants with those of shareholders by facilitating increased stock ownership by such employees and non-employee directors. Additionally, equity-based awards provide us with the flexibility to develop and deliver a long-term equity incentive program that is competitive, attracts and retains key talent, and meets current and evolving compensation practices.

Special Performance Bonuses.Bonuses. The Board of Directors may determine that an executive officer is entitled to a bonus or equity award in recognition of special services to the Company or achievements of individual performance targets or goals for the executive officer. We believe our one-time bonus or equity awards have historically been minimal.

For the year ended 2020,2021, the Compensation Committee reviewed current compensation base salaries, 2021 company performance and company-wide accomplishments and considered other various factors that it deemed appropriate in its business judgment, including individual performance and accomplishments during 2021, prior year bonus amounts, historical equity compensation awarded and the other executive compensation packages of similarly sized publicly traded companies. Accordingly, the base salaries of the Named Executive Officers were adjusted upward by 5.0%. Additionally, the Named Executive Officers were awarded bonuses ranging from $75,000 - $100,000 based on their significant efforts in identifying and implementing various strategies to move the Company forward during the second year of ongoing economic uncertainty due to the world-wide COVID-19 pandemic. The Chief Financial Officer was also awarded 10,000 shares of stock with a $50,000 bonus basedfair value of $126,200 on the grant date due to her significant effortscontributions in connection with securing a $1 million loan under the SBA’s Paycheck Protection Program and other cash savings strategies identified during economic uncertainty due toProgram. See the world-wide COVID-19 pandemic.Summary Compensation Table below for additional information.

Health and Welfare Benefits.Benefits. We provide the following benefits to our named executive officers on the same basis provided to all of our employees:

Savings Plan. Our 401(k) Savings Plan (the “401(k) Plan”) is designed to provide the Company’s employees with a competitive tax-deferred long-term savings vehicle. The 401(k) Plan is a qualified 401(k) plan. We currently match 50% of each participant’s contribution for the first 4% of the participant’s base salary and bonus. All Company contributions vest immediately.

Perquisites. We provide our officers with perquisites that are generally intended to promote each officer’s efficiency. The Board of Directors reviews the perquisites annually for reasonableness and consistency with competitive practice. We currently provide our officers with a cell phone. Additionally, we provide our Chief Executive Officer with access to a company car.

Employment Contracts

In January 2006, we entered into one-year employment agreements with John Saunders, our Chief Executive Officer, and with Leann Saunders, our President. Each agreement provides for an annual salary of $90,000 subject to performance review adjustments and automatically renews annually, unless a 60-day notice of non-renewal is provided by either the Company or the employee.employee, and initially provides for an annual salary of $90,000 subject to performance review. In the event of a change in control resulting from a sale, merger or other disposition, a lump-sum payment equal to 200% of the employee’s current salary is payable on the date of sale, merger or other disposition. Each agreement also contains customary nondisclosure and non-compete clauses.

Change in Control

In addition to the change in control provisions as described in the aforementioned employment agreements, we also have change of control provisions in our incentive-based equity plans. Under our stock option program, in the event of a change in control, the unvested options are immediately accelerated.

Summary Compensation Table

The following table sets forth, for the last two completed fiscal years ended December 31, 20202021 and 2019,2020, the cash compensation paid by the Company, as well as certain other compensation paid with respect to those years, to the Chief Executive Officer and to each of the two other Named Executive Officers of the Company in all capacities in which they served:

CEO Pay Ratio Disclosure

As a smaller reporting company, the Company is not required to provide pay ratio disclosure.

20202021 Grants under our Equity Incentive Plan

During 2020, each of2021, our Named Executive OfficersChief Financial Officer was granted options to purchase 25010,000 fully vested shares of our common stock at $7.20$12.62 per share based upon the grant date closing price of our common stock.

20202021 Option Exercises and Stock Vested under our Equity Incentive Plan

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the total number of securities underlying unexercised options held by our Named Executive Officers as of December 31, 2020,2021, adjusted for reverse stock split effective December 1, 2020:

Benefits under Equity Compensation Plans

As of December 31, 2020,2021, the following table sets forth securities authorized for issuance under our equity compensation plans, adjusted for the reverse stock split effective December 1, 2020:

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors consists of three non-employee independent directors, Adam Larson (Chairman), Graeme P. Rein and Tom Heinen.

Management is responsible for our system of internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. The Audit Committee is responsible for monitoring (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, and (3) the independence and performance of our registered public accounting firm.

The Audit Committee has reviewed and discussed with our management and the independent accountants the audited consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2020,2021, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T.

Our independent accountants also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent accountants their firm’s independence. The Audit Committee considered the audit-related and non-audit services provided by the independent accountants and subsequently concluded that such services were compatible with maintaining the accountants’ independence.

Based on the Audit Committee’s discussion with management and the independent accountants, and the Audit Committee’s review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20202021 filed with the SEC.

STOCK OWNERSHIP OF CERTAIN PERSONS

The following table shows the beneficial ownership of our common stock as of April 5, 2021,1, 2022, by (a) all persons known by us to beneficially own more than 5% of our common stock as of such date, (b) each present director, including present directors being considered for election at the annual meeting, (c) the Named Executive Officers, and (d) all executive officers and directors as a group. The number and percent of shares of common stock of the Company beneficially owned by each such person as of April 5, 2021,1, 2022, includes the number of shares, which such person has the right to acquire within sixty (60) days after such date. The percentage ownership expressed for the holders below is based on 6,128,8956,060,194 outstanding shares of WFCF common stock as of April 5, 2021.1, 2022.

DELINQUENT SECTION 16(a) REPORTS

Under the securities laws of the United States, our directors and executive officers, and persons who own more than 10% of our common stock, are required to report their initial ownership of our common stock and any subsequent changes in that ownership to the SEC. Based solely on our review of such reports filed electronically with the SEC, we believe that all filing requirements applicable to our officers, directors and greater than ten percent shareholders were satisfied on a timely basis during 2020, other than a late Form 4 filed by each of Messrs. Larson, Lapaseotes, Heinen, Rein and Smith, and Mrs. Henning, reporting an automatic stock option grant on September 30, 2020, for their Board service, due to an administrative delay by the Company.2021. As of March 31, 2021,2022, we believe that all filing requirements applicable to our officers, directors and greater than ten percent shareholders have been satisfied.

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals for consideration at our 20222023 annual meeting must follow the procedures set forth in Rule 14a-8 under the Exchange Act or our bylaws, as applicable. To be timely under Rule 14a-8, they must be received by our Corporate Secretary at Where Food Comes From, Inc., 202 6th Street, Suite 400, Castle Rock, Colorado, 80104 by December 15, 2021,2022, in order to be included in the proxy statement. Under the Company’s bylaws, if a shareholder plans to nominate persons to the Board of Directors or propose an item of business to be considered at any annual meeting of shareholders other than under Rule 14a-8, that shareholder is required to give timely notice of such nomination or proposal to our Corporate Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days’ noticed of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 15^th day following the date on which such notice of the date of the annual meeting was mailed.

A shareholder’s ability to propose items of business to be considered at an annual meeting is subject to certain exceptions, and such shareholder is required to comply with certain other requirements set forth in our bylaws and with all applicable statutes and regulations.

FORWARD-LOOKING STATEMENTS

Statements contained in this Proxy Statement that are not purely historical are forward-looking statements, including, but not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. Actual results could differ materially from those projected in any forward-looking statements as a result of a number of factors, including, without limitation, those described in this Proxy Statement. The forward-looking statements are made as of the date of this Proxy Statement, and we undertake no obligation to update or revise the forward-looking statements, or to update the reasons why actual results could differ materially from those projected in the forward-looking statements.

We caution you not to place undue reliance on any forward-looking statements made by, or on behalf us in this Proxy Statement or in any of our filings with the SEC or otherwise. Additional information with respect to factors that may cause the results to differ materially from those contemplated by forward-looking statements is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, and in our other current and subsequent filings with the SEC.

OTHER MATTERS

The Board of Directors does not intend to bring any matter not presented herein before the annual meeting and has not been informed that any other matters are to be presented by others. In the event any other matter properly comes before the annual meeting, the person named in the enclosed form of proxy will vote all such proxies in accordance with his best judgment on such matters.

Whether or not you are planning to attend the annual meeting, you are urged to complete, date and sign the enclosed proxy and return it in the enclosed stamped envelope at your earliest convenience.

WHERE FOOD COMES FROM, INC.

202 6^th Street, Suite 400

Castle Rock, CO 80104

Proxy for Annual Meeting of Shareholders to be held on May 21, 202119, 2022

This proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting on May 19, 2022

The undersigned hereby appointsshares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify below. If no choice is specified, the proxy will be voted “FOR” Items 1 and 2.

By signing the proxy, you revoke all prior proxies and appoint John Saunders, as proxyCEO and Dannette Henning, CFO, and each of them with full power of substitution, in the name, place and stead of the undersigned to vote atyour shares on the matters shown below and any other matters which may come before the Annual Meeting of Shareholders (the “Meeting”) of Where Food Comes From, Inc., a Colorado corporation (the “Company” or “WFCF”), on May 21, 2021, at 2:00 p.m. MST or at any adjournment or adjournments hereof, in the matters designated below,and all of the shares of the Company’s common stock that the undersigned would be entitled to vote if personally present.adjournments.

IF YOU ARE NOT VOTING ON THE INTERNET, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY.

Proposal 1 – To elect all seven nominees of the Company to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. Nominees:

Proposal 2 – To ratify the appointment of Causey, Demgen & Moore, P.C. as the independent registered public accounting firm of the Company for the year-ending December 31, 2021.2022.

Proposal 3 – Shareholder proposal to approve a proposal regarding preparation of a report on steps to enhance on gender, racial and ethnic diversity.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FORTHE ELECTION OF ALL NOMINEES AS DIRECTORS, AND FOR THE RATIFICATION OF THE APPOINTMENT OF Causey, Demgen & Moore, P.C. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY, AND AGAINST THE SHAREHOLDER PROPOSAL REGARDING PREPARATION OF A REPORT ON STEPS TO ENHANCE GENDER, RACIAL AND ETHNIC DIVERSITY.COMPANY.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Please indicate whether you plan to attend this meeting: [  ]

Please return this proxy in the enclosed envelope and send to:

EQ by Equinity, 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209envelope.