Information About the Nominees

Set out below is certain information concerning our nominees for election as directors of the Company:

John Saunders, 50,51, is Chairman of the Board of Directors of the Company, serving in this position since 1998. Mr. Saunders founded our company in 1998 and has served as the Chief Executive Officer since then. 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.

Mr. Saunders brings to the Board of Directors over 25 years of business, finance, marketing and leadership experience in the agricultural, livestock and food industry. Additionally, we believe the perspective and experience he brings as our Chief Executive Officer, one of our founders and our largest shareholder, which brings historic knowledge, operational expertise and continuity to the Board, makes him a well-qualified candidate for a director of the Company.

Leann Saunders, 51,52, began working for the Company in 2003 and has been the President of the Company since 2008. 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 U.S. Department of Agriculture (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 currently sits on the Colorado State University Agriculture Dean’s Advisory Board, the University of Nebraska’s Engler Agribusiness Entrepreneurship Program Advisory Board, the Board of Directors of the International Stockmen’s Education Foundation and was the Chair for the United States Meat Export Federation for the 2015-2016 year.

Mrs. Saunders has served on our Board of Directors since January 2012 and brings to the Board over 25 years of diverse business leadership experience in supply chain management and marketing as well as extensive knowledge of executive compensation and corporate cultures. Her broad understanding of the agricultural, livestock and food industry, as well as the experience she brings as our President, one of the founders and our largest shareholder, makes her a well-qualified candidate for a director of the Company.

Peter C. Lapaseotes, 63,64, is a third-generation farmer/feeder agri-businessman from Bridgeport, Nebraska. For over 40 years, Mr. Lapaseotes has co-owned and operated Lapaseotes LTD, CPN Farms and Greenwood Ranch consisting of irrigated farming, cow-calf operation and finishing feedyards. Mr. Lapaseotes is a shareholder of 21st Century Equipment, a large John Deere dealership, 21st Century Water Technology, Dinklage Feedyards and Western States Bank located in Nebraska, Wyoming and Colorado. Mr. Lapaseotes sits on several boards of directors including those of Dinklage Feedyards as President, Western States Bank, the Greek Orthodox Church and North Platte Natural Resource District.

Mr. Lapaseotes has served on our Board of Directors since May 2006 and brings to the Board over 40 years of business, finance, marketing and leadership experience in the agricultural and retail industries, making him a well-qualified candidate for a director of the Company.

Adam Larson, 52,53, is the chief financial officer of Ordway Cattle Feeders, LP. and has been involved in the cattle feeding and ranching business since 1991. During that period, he has been a member and manager of eight family organizations involved in cattle ranching and cattle feeding and is primarily involved in financial preparation and management. Mr. Larson is a graduate of the University of Colorado with a degree in Business Administration - Finance.

Mr. Larson has served on our Board of Directors since May 2006 and brings to the Board over 25 years of business experience in cow/calf ranch operations, as well as expertise in investments and finance, making him a well-qualified candidate for a director of the Company.

Tom Heinen, 66,67, has been a co-president of Heinen’s Fine Food Stores (“Heinen’s”) since 1994. Heinen’s specializes in offering the freshest, highest quality foods while providing world-class service in 19 neighborhood locations in the Greater Cleveland area and 4 locations in the Greater Chicago area serving various communities throughout Northeast Ohio. Since 1994, Mr. Heinen has managed the labor relations, central manufacturing, and the overall strategic direction for the meat, foodservice and bakery areas of Heinen’s. Mr. Heinen graduated from Bucknell University in 1977 with a B.S. and B.A. in Business Management. He also serves as a board member of The Boys and Girls Club of Cleveland.

Mr. Heinen has served on our Board of Directors since September 2012 and brings to the Board over 40 years of retail expertise, business experience and strong management skills. His broad understanding of consumer demands within the food industry makes him a well-qualified candidate for a director of the Company.

Graeme P. Rein, 42,43, is the managing member and chief investment officer of Yorkmont Capital Management, LLC, an Austin, Texas based registered investment advisor which he founded in 2012. Prior to Yorkmont Capital, Mr. Rein worked as a research analyst at Bares Capital Management, Inc. from 2006 to 2012 and as an audit professional at Deloitte & Touche, LLP from 2004 to 2006.LLP. Mr. Rein graduated from Princeton University with a Bachelor of Arts in Economics and from the McCombs School of Business at the University of Texas with a Masters in Professional Accounting. He holds the Chartered Financial Analyst (CFA) designation and is also a Certified Public Accountant (CPA) in the state of Texas.

Mr. Rein has served on our Board of Directors since May 2016 and brings to the Board more than 15 years of business-related experience, with expertise in finance, accounting, and investments, which makes him a well-qualified candidate to be a director of the Company.

Michael D. Smith, 69,70, has extensive expertise in all aspects of the cattle business and in trading commodities. From 1975 to 1977, Mr. Smith was a cattle buyer for JBS Swift & Company. From 1977 to 1986, he worked for Cactus Feeders as Head of Sales and on the advisory board for risk management. Since 1986, Mr. Smith has traded commodities and has formed and managed various entities that own and operate cattle feed yards and massive ranching operations. From 1991 to the present, Mr. Smith has purchased over 298,000 acres in Texas and New Mexico through the various entities that he formed and manages. Mr. Smith graduated with a B.S. in Animal Production from Texas Tech University. He was a King Ranch Scholarship recipient. Currently, he is a director of the Texas Livestock Marketing Association and National Finance Credit Corporation of Texas and serves on the executive committee of both companies.

Mr. Smith has served on our Board of Directors since May 2016 and brings to the Board over 40 years of business, marketing and leadership experience in the agricultural industry, making him a well-qualified candidate for a director of the Company.

Vote Required

Each director is elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.

PROPOSAL 2 – WFCF PROPOSAL FOR RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors selected Causey Demgen & Moore P.C. (“Causey”) as the independent registered public accounting firm of the books and accounts of the Company for the year ending December 31, 2022.2023. Although we are not required to submit this matter to you, the Board of Directors believes that it is good corporate governance to do so. This proposal asks you to ratify this appointment. If the appointment of Causey is not ratified by you, the Audit Committee will reconsider the appointment. Representatives of Causey are expected to be present at the annual meeting. They will have the opportunity to make a statement if they wish to do so and will be available to respond to appropriate questions that you may have.

Audit Fees

The following table presents fees paid for professional audit services rendered by our independent registered public accounting firm for the audits of the Company’s annual financial statements for the years ended December 31, 20212022 and 2020.2021. All such fees were approved by the Audit Committee.

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 20212022 and 20202021 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 “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, 20222023 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, 2022.2023.

PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, the Company is providing shareholders with an opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with Securities and Exchange Commission (“SEC”) rules. This type of proposal is more commonly known as a “say-on-pay” proposal. At the Annual Meeting of Shareholders held in 2020 (the “2020 Annual Meeting”), approximately 94% of the total votes cast were voted in favor of the Company’s say-on-pay proposal. At the 2020 Annual Meeting, shareholders were also asked to vote on a proposal seeking their views as to whether the say-on-pay vote should be held every year, every two years or every three years. The Board of Directors recommended that a say-on-pay vote be held triennially, and an overwhelming majority of shareholders voting on the matter indicated their agreement. Accordingly, the advisory vote on named executive officer compensation will be held on a triennial basis at least until the next non-binding shareholder vote on the frequency of future say-on-pay votes.

This Say-on-Pay vote is advisory, and therefore not binding on the Company’s Board of Directors, meaning that our Board of Directors will not be obligated to take any compensation actions, or to adjust our executive compensation programs or policies, as a result of the vote. Although the vote is non-binding, the Board of Directors will review the voting results, seek to determine the cause or causes of any significant negative voting and take both into consideration when making future decisions regarding the structure and terms of the compensation of the Company’s executive officers.

The Company recognizes that a framework that accounts for the Company’s financial resources and its business objectives is essential to an effective executive compensation program. The Company’s compensation framework and philosophy are established and overseen primarily by the Board of Directors. The compensation structure of our executive officers is intended to help the Company attract, motivate, and retain executive-level persons with appropriate background, skills and knowledge who will contribute to the Company’s long term success. The Board of Directors evaluates our business and compensation objectives annually with interim reviews based on changes in responsibility, most recently reviewing the business objectives in September 2022, and aligning it with our stage of development and growth as a business.

Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the affirmative vote of a majority of the votes cast (in person or by proxy) at the Annual Meeting. The Board of Directors believes the Company’s executive compensation program is appropriately structured and effective in achieving the Company’s core compensation objectives.

YOUR Board of Directors recommends that shareholders vote “FOR” the proposal approving the compensation of the Company’s executive officers.

PROPOSAL 4 - ADVISORY (NON-BINDING) VOTE DETERMINING FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

Section 14A of the Exchange Act requires that shareholders vote at least every six calendar years, on a non-binding, advisory basis, to determine the frequency of the advisory vote on the Company’s overall executive compensation programs with a choice for future votes to be held every one, two or three years. In accordance with the results of the non-binding vote from the 2020 shareholder meeting, the next frequency vote is to be held at the 2023 shareholder meeting. For the reasons described below, we recommend that our shareholders select a frequency of three years, or a triennial vote.

The structure and terms of our executive compensation program is designed to balance the Company’s financial resources while also supporting long-term value creation, and we believe a triennial vote will allow shareholders to better judge our executive compensation program in relation to our long-term performance. As described in this Proxy Statement, one of the key objectives of the structure of our executive compensation is to attempt to ensure that management’s interests are aligned with our shareholders’ interests to support long-term value creation.

The Company believes that triennial vote will provide us with the time to thoughtfully respond to shareholders’ sentiments and implement any necessary changes. We intend to review changes to our compensation arrangements in an effort to maintain the consistency and credibility of the program which is important in motivating and retaining our executive officers. We therefore believe that a triennial vote is an appropriate frequency to provide management and the Board of Directors sufficient time to consider shareholders’ input and to implement any appropriate changes to our executive compensation program.

With respect to the frequency of the Say-on-Pay vote, shareholders may vote for: One Year, Two Years or Three Years or Abstain. Although the advisory vote is non-binding, our Board of Directors will review the results of the vote and take them into account in making a determination concerning the frequency of future Say-on-Pay votes. Shareholders will have the opportunity to vote on the frequency of advisory votes on executive compensation every three years.

YOUR Board of directors recommends that shareholders select “THREE YEARS” when voting on the frequency of future Say-on-Pay votes.

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. 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 NASDAQ Capital Market (“NASDAQ”), under the stock ticker symbol, “WFCF.“WFCF,” Pursuant to the regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and we have adopted the director independence standards as defined in the listing standards of NASDAQ.The Nasdaq Stock Market LLC (“Nasdaq”). Our Board of Directors has determined that Messrs. Heinen, Lapaseotes, Larson, Smith, and Rein each a current director and nominee at the 20222023 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 term. If elected, each director nominee will serve until the next annual meeting and his or her successor is 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.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.com.www.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 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:2022.

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

Board Member Meeting Attendance

During 2021,2022, 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 2021,2022, the Board of Directors held one formal meeting and one telephonic meeting and took action by written consent three times.meeting. There were four meetings of the Audit Committee during 2021.2022. The Compensation and Nominating Committee’s each held one meeting during 2022. 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. 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 twofive independent directors who attended the 20212022 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.

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$8,000 per meeting attended in person and $1,000$3,000 per telephonic meeting attended in excess of fifteen minutes. The same compensation applies for any committee meetings attended. All non-employee directors received a grant of 500 common shares of WFCF stock on November 3, 2021,December 5, 2022, 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, 2021:2022:

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 Company trading windows and blackout windows and must be pre-approved by a representative of the Company.

While employees are not prohibited by law from using Company securities as collateral for loans or in margin accounts or from engaging in transaction stransactions 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 transactions in Company securities occurring outside the trading window and (ii), in the case 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 Company’s securities or otherwise result in individual profit arising from poor Company performance.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the Company’s compensation objectives and philosophy, 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 20212022 (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.

Compensation Philosophy and Objectives

The Compensation Committee strives to maintain a compensation program that will attract, retain and motivate key executive officers by providing incentives to reward the officers for performance efforts that support the Company’s short-term and long-term operational goals and is competitive with industry practice. The key objectives of the Company’s compensation program are to:

Current Executive Compensation Program Elements

Base Salary. Base salary providesThe Company’s current executive compensation structure is comprised of a fixed sourcemix of compensation forelements intended to support the Company’s operating and financial goals and objectives in both the short-term and long-term. The main elements of 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.program are summarized below:

The base salaries of our Named Executive Officers were reviewed in December 2021,

Component		Form of Payout		Objectives			How Values are Determined
Base Salary		Cash		●	Compensate our executive officers for their experience and expertise		Base salaries are evaluated and determined annually, 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.
				●	Compete for talent with comparable companies in the food verification industry
				●	Attract, retain and motivate executive officers to contribute to the Company’s long term success
Special Performance Bonuses		Cash		●	Motivate our executive officers to achieve the Company’s annual operational objectives that advance the Company’s long-term business goals designed to create sustainable long-term shareholder value		Cash bonus payments are a variable component of our compensation that is discretionary and aligned with the Company’s performance, company-wide accomplishments and individual performance.  The Compensation Committee annually evaluates the Company’s performance and achievement of operational goals and objectives, job responsibility and performance of each officer and other executive compensation packages of similarly sized publicly traded companies.
				●	Reward achievement of the Company’s operational performance aligned with long-term business objectives
Long-Term Equity Based (LTE) Incentive		Stock Options or Awards		●	Motivate achievement of long-term goals of the Company		LTE compensation is a variable component of our compensation that is discretionary based on the Company’s achievement of outstanding performance.  LTE includes stock options or stock awards based on the market price of our Common Stock at the date of grant.
				●	Retain and attract key officers who perform over the longer period
				●	Encourage of executive officers to create long-term value for our stockholders
				●	Promote pay-for-performance by aligning our executive officers with stockholders through meaningful ownership interests in the Company

Base Salary

The base salaries of our Named Executive Officers were reviewed in December 2022 by the Compensation Committee, taking into account the officer’s position and responsibilities, performance over the past year, 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 Compensation Committee, the base salaries for our Named Executive Officers were increased upward by 5% in December 2021 in recognition of each of their respective performance and2022 to adjust their salaries to between the 75^th and 90^h percentile for similar executives in our compensation peer group.

recognize superior performance.

Equity-Based 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. 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 bonus or equity awards have historically been minimal.

For the year ended 2021,2022, the Compensation Committee reviewed current compensation base salaries, 20212022 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 2021,2022, prior year bonus amounts, historical equity compensation awarded and the other executive compensation packages of similarly sized publicly traded companies. Accordingly,At its discretion and based on subjective factors, the base salaries ofCompensation Committee awarded special performance bonuses ranging from $85,000 - $100,000 to the Named Executive Officers were adjusted upward by 5.0%. Additionally,Officers. Some of the Named Executive Officers were awarded bonuses ranging from $75,000 - $100,000 based onfactors included: achieving double-digit revenue growth, managing expenses well, promoting employee retention and loyalty to the Company despite a difficult labor market and through rapidly increasing inflation, and their significantcontinued 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 fair value of $126,200 on the grant date due to her contributions in connection with securing a $1 million loan under the SBA’s Paycheck Protection Program. See the Summary Compensation Table below for additional information.

HealthLong-Term Equity Based Compensation.

For the year ended 2022, the Compensation Committee did not award any LTE incentives to executive officers.

John and Welfare Benefits. We provideLeann Saunders, our CEO and COO, respectively, consistently forego offers for equity based compensation, citing their joint ownership of a substantial number of common shares, their confidence in the following benefitsCompany’s future performance, and their desire to our namednot further dilute other shareholder’s ownership. The Saunders believe the successful growth of the Company will increase the value of their shareholdings. The Compensation Committee continues to honor this request because the Saunders consistently demonstrate their commitment to maximizing shareholder value, supporting the Company’s long-term growth strategies, and aligning compensation with risk outcomes.

Additional Types of Compensation

In addition to the three main elements of compensation (base salary, long-term equity based compensation and special performance bonuses), the Company provides compensation to its executive officers onin the same basis providedform of: (i) a 401(k) matching contribution available 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 matchin which it matches 50% of each participant’s contribution for the first 4% of the participant’s base salary and bonus. Allbonus, with the deferral limited by applicable law; and (ii) health and welfare benefits available to all employees in which the Company contributions vest immediately.subsidizes up to $600 per month for healthcare premiums.

Perquisites. We also provide our officers with perquisites that are generally intended to promote each officer’s efficiency. The Board of Directors reviewsCompensation Committee reviewed 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 automatically renews annually, unless a 60-day notice of non-renewal is provided by either the Company or the 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, 20212022 and 2020,2021, 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 (collectively, the “NEOs”) 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.

2021Pay versus Performance Table

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and net income. For further information about how we align executive compensation with the Company’s performance, see “Compensation of Executive Officers” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers (“NEOs”), including with respect to equity based compensation.

2022 Grants under our Equity Incentive Plan

During 2021, our Chief Financial Officer was granted 10,000 fully vested shares2022, there were no grants of our common stock at $12.62 per share based upon the grant date closing price of our common stock.to Named Executive Officers.

20212022 Option Exercises and Stock Vested under our Equity Incentive Plan

During 2021, there were no stock option exercises by the Named Executive Officers. Also during 2021, as mentioned immediately above,2022, the Chief Financial Officer was granted 10,000 fully vestedexercised the right to purchase 1,250 shares of ourWFCF common stock at $12.62$4.60 per share based upon the grant date closing price of our common stock.share.

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, 2021, adjusted for reverse stock split effective December 1, 2020:2022:

Benefits under Equity Compensation Plans

As of December 31, 2021,2022, the following table sets forth securities authorized for issuance under our equity compensation plans, adjusted for the reverse stock split effective December 1, 2020:plans:

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, 2021,2022, 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, 20212022 filed with the SEC.

STOCK OWNERSHIP OF CERTAIN PERSONS

The following table shows the beneficial ownership of our common stock as of April 1, 2022,11, 2023, 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 1, 2022,11, 2023, 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 6,060,1945,676,057 outstanding shares of WFCF common stock as of April 1, 2022.11, 2023.

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 2021.2022, except with respect to a stock option exercise that was filed late for Mr. Adam Larson. As of March 31, 2022,April 11, 2023, 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 20232024 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, 2022,2023, 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, 2021,2022, 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 19, 2022

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

The shares 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, CEO and Dannette Henning, CFO, and each of them with full power of substitution, to vote your shares on the matters shown below and any other matters which may come before the Annual Meeting and all 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, 2022.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE 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.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Please return this proxy in the enclosed envelope.