Innovative Food Holdings (IVFH) elevates CFO to CEO, outlines Bennett severance

Rhea-AI Filing Summary

Innovative Food Holdings, Inc. reported leadership changes and new executive agreements. Gary Schubert, formerly Chief Financial Officer, became Chief Executive Officer and joined the Board on October 3, 2025 under a new employment agreement. His package includes a $400,000 annual base salary starting January 1, 2026 with 3% annual increases, a grant of 1,350,000 shares of common stock subject to vesting by March 31, 2026, and an annual cash incentive with a target of at least $137,500 and a cap tied to adjusted free cash flow starting in 2026. Bill Bennett resigned as CEO and as a director effective October 3, 2025, and entered into a separation agreement providing $115,500.97 of severance through December 31, 2025 and reimbursement of group health insurance premiums from November 1, 2025 through September 30, 2026, along with a separate consulting arrangement for $25,000.

Insights

Corporate governance and compensation analyst

Innovative Food Holdings internal CEO transition with defined pay, equity, and severance terms.

The company elevated its CFO, Gary Schubert, to Chief Executive Officer and Board member effective October 3, 2025, under a multi-year employment agreement. His compensation combines a $400,000 base salary beginning January 1, 2026, a grant of 1,350,000 common shares subject to vesting by March 31, 2026, and an annual cash incentive with a target of at least $137,500 and a cap linked to adjusted free cash flow.

The agreement defines multiple termination scenarios, including automatic renewal after December 31, 2028 unless the Board provides 90 days’ notice, and addresses death, disability, cause, and good-reason resignation, which can shape future payouts. This structure clarifies expectations for leadership continuity and potential turnover costs.

Former CEO Bill Bennett resigned as officer and director effective October 3, 2025, with the disclosure stating his resignation was not due to any disagreement on operations, policies, or practices. His separation terms include total severance of $115,500.97 through December 31, 2025, reimbursement of health insurance premiums through September 30, 2026, and a consulting arrangement totaling $25,000, outlining short-term cash commitments tied to the transition.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2025

Innovative Food Holdings, Inc.

(Exact name of registrant as specified in its charter)

Florida		000-09376		20-1167761
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2528 S 27th Ave Broadview, IL		60155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (239) 596-0204

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 1.01 Entry into a Material Definitive Agreement.

Gary Schubert

On October 3, 2025, Innovative Food Holdings, Inc., a Florida corporation (the “Company”), entered into an executive employment agreement (the “Schubert Agreement”) with Gary Schubert, pursuant to which Mr. Schubert shall resign from his current position of Chief Financial Officer of the Company and shall be appointed as the Chief Executive Officer of the Company and a member of the Company’s Board of Directors (the “Board”), effective October 3, 2025.

Pursuant to the Schubert Agreement, Mr. Schubert is entitled to (i) an annual base salary of $400,000, beginning on January 1, 2026, subject to a 3% annual increase, (ii) a stock grant of 1,350,000 shares of common stock of the Company, subject to a vesting schedule, by March 31, 2026, and (iii) an annual cash incentive with a target (attainable upon achievement of certain performance goals) of not less than $137,500 with a cap of the lower of (a) $400,000 and (b) 8% of the Company’s adjusted free cash flow over the previous calendar year, beginning in calendar year 2026.

Mr. Schubert’s employment with the Company shall terminate upon the first of the following: (i) December 31, 2028, provided that the Schubert Agreement will be automatically renewed for successive one-year terms unless the Board gives Mr. Schubert with a 90-day advance written notice of non-renewal; (ii) death; (iii) the termination due to disability upon not less than 30-day prior written notice by the Company to Mr. Schubert; (iv) the written notice by the Company to Mr. Schubert of a termination for cause; (v) the written notice by the Company to Mr. Schubert of an involuntary termination without cause; (vi) the written notice by Mr. Schubert to the Company of a resignation for good reason; and (vii) the not less than 30-day prior written notice by Mr. Schubert to the Company of a resignation without good reason.

There are no arrangements or understandings between the Company and Mr. Schubert pursuant to which Schubert was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Schubert. There are no transactions, to which the Company is or was a participant and in which Mr. Schubert has a material interest subject to disclosure under Item 404(a) of Regulation S-K. 

Bill Bennett

On October 4, 2025, the Company entered into a separation agreement and general release (the “Separation Agreement”) with Bill Bennett, pursuant to which Mr. Benett will resign from his position as the Chief Executive Officer of the Company, effective October 3, 2025.

Pursuant to the Separation Agreement, the Company shall (i) pay Mr. Benett a severance payment in installments for a total gross amount of $115,500.97 for the period of October 4, 2025, through and including December 31, 2025, and (ii) reimburse Mr. Bennett for his group health insurance premiums for the period from November 1, 2025 through September 30, 2026, subject to the terms and conditions of the Separation Agreement.

Mr. Bennett has agreed to provide consultancy services to the Company as a consultant and independent contractor from January 1, 2025 until March 31, 2025 for $25,000, which is to be paid in installments.

Mr. Bennett also resigned as a member of the Board, effective October 3, 2025. Mr. Bennett’s resignation is not the result of any disagreement with the Company, the Board, or management, or any matter relating to the Company’s operations, policies or practices.

The foregoing descriptions of the Schubert Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Schubert Agreement and Separation Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 1.01 is incorporated by reference in this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Executive Employment Agreement, dated October 3, 2025, by and between the Company and Gary Schubert
10.2		Separation Agreement and General Release, dated October 4, 2025, by and between the Company and Bill Bennett
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNOVATIVE FOOD HOLDINGS, INC.
Dated: October 9, 2025	By:	/s/ James C. Pappas
		James C. Pappas
		Chairman

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FAQ

What leadership change did Innovative Food Holdings (IVFH) disclose in this 8-K?

Innovative Food Holdings disclosed that Gary Schubert resigned as Chief Financial Officer and was appointed Chief Executive Officer and a member of the Board, effective October 3, 2025, replacing Bill Bennett, who resigned as CEO and director on the same date.

What are the key compensation terms for new CEO Gary Schubert at Innovative Food Holdings (IVFH)?

Under his agreement, Gary Schubert receives an annual base salary of $400,000 starting January 1, 2026 with 3% annual increases, a stock grant of 1,350,000 shares of common stock subject to vesting by March 31, 2026, and an annual cash incentive with a target of at least $137,500 and a cap based on adjusted free cash flow from calendar year 2026.

How long does Gary Schubert’s employment agreement with IVFH run and how can it end?

Gary Schubert’s employment runs until December 31, 2028 and automatically renews for one-year terms unless the Board gives 90 days’ written notice of non-renewal. It can also end upon death, disability with notice, termination for cause or without cause by the company, or resignation by Mr. Schubert with or without good reason under specified notice conditions.

What severance will former CEO Bill Bennett receive from Innovative Food Holdings (IVFH)?

Bill Bennett will receive severance payments totaling $115,500.97 in installments for the period from October 4, 2025 through December 31, 2025. The company will also reimburse his group health insurance premiums from November 1, 2025 through September 30, 2026, subject to the terms of the separation agreement.

Is Bill Bennett remaining involved with Innovative Food Holdings (IVFH) after resigning as CEO?

Yes. Bill Bennett agreed to provide consultancy services to the company as a consultant and independent contractor from January 1, 2025 until March 31, 2025 for total compensation of $25,000, payable in installments, as described in the separation agreement.

Did Bill Bennett resign from IVFH due to a disagreement with management or the Board?

No. The disclosure states that Bill Bennett’s resignation as CEO and as a member of the Board, effective October 3, 2025, is not the result of any disagreement with the company, its Board, management, or any matter related to operations, policies, or practices.