Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-01-22

Natural Grocers by Vitamin Cottage (NGVC)

Natural Grocers by Vitamin Cottage's highest-paid named officer for fiscal year 2025, Chief Financial Officer Richard Hallé, was paid $6,802,192 (SEC filing 0001437749-26-001768 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$6,802,192
Richard Hallé total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
99.48%
Say-on-pay support, latest vote

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NGVC's next annual pay disclosure, estimated January 20, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Richard Hallé$559,746$567,500$5,673,050$0$0$0$1,895$6,802,192
Chief Financial Officer
Elizabeth Isely540,000365,00000004,438909,438
Executive Vice President
Zephyr Isely588,000000000588,000
Co-President
Todd Dissinger135,4850000019,734155,219
former Chief Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Richard Hallé$6,802,192———
Elizabeth Isely909,438918,228—↓ −8,790
Zephyr Isely588,000593,159581,044↓ −5,159
Todd Dissinger155,219965,8541,337,015↓ −810,635

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against NGVC
No companies currently name NGVC as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David RooneyIndependent Director$115,000
Edward CerkovnikIndependent Director$110,000
Heather IselyDirector—
Kemper IselyChair of the Board—
Sandra BuffaIndependent Director$109,583
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Richard HalléRSU200,000—$8,000,000
05

Incentive-plan design — the Compensation Discussion & Analysis

Our compensation philosophy is to provide our NEOs with a compensation package that attracts, motivates and retains executive talent and aligns the interests of management with those of our stockholders.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantFW Cook
Clawback policytrue
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20242024-03-0620,401,188107,04722,91099.48%Passed
20212021-03-0320,267,53187,44213,30399.57%Passed
20182018-03-0717,691,54651,26615,89999.71%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20242024-03-0699.48%a
20212021-03-0399.57%b
20182018-03-0799.71%c

a. Approved under the standard stated in the filing — “Abstentions will have no effect on the outcome of the votes on any of the proposals.”.

b. Approved under the standard stated in the filing — “Abstentions will have no effect on the outcome of the votes on any of the proposals.”.

c. Approved under the standard stated in the filing — “Abstentions will have no effect on the outcome of the votes on any of the proposals.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
David RooneyIndependent · Audit Committee (Chair)$55,000$60,000$0$0$0$115,000
Edward CerkovnikIndependent · Audit Committee · Compensation Committee50,00060,000000110,000
Sandra BuffaIndependent · Audit Committee · Compensation Committee49,58360,000000109,583
Richard HalléIndependent · Audit · Compensation · Departed during FY4,16700004,167
Elizabeth IselyEmployee director—————0
Kemper IselyEmployee director · Board Chair · Compensation Committee—————0
Heather IselyEmployee director—————0
Zephyr IselyEmployee director · Compensation Committee (Chair)—————0
09

Board fee structure and ownership guideline

Annual cash retainer$40,000
Annual equity retainer$60,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 10,000
Stock ownership guideline$120,000
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$158,750
Equity awards (grant-date value)$180,000
All other compensation$0
Total cost of the board$338,750

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Kemper Isely, Co-President
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Natural Grocers by Vitamin Cottage2025Richard Hallé$559,746$5,673,050$0$0$6,802,192

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Natural Grocers by Vitamin Cottage in fiscal 2025?
As disclosed, Richard Hallé (Chief Financial Officer) was the highest-paid executive at Natural Grocers by Vitamin Cottage in fiscal 2025, with total compensation of $6,802,192.
How did shareholders vote on Natural Grocers by Vitamin Cottage's executive compensation?
As disclosed, 99.48% of shareholders supported Natural Grocers by Vitamin Cottage's executive compensation in the latest say-on-pay vote.
How much does Natural Grocers by Vitamin Cottage spend in total on board compensation for fiscal 2025?
As disclosed, Natural Grocers by Vitamin Cottage reported total board compensation of $338,750 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Richard HalléDEF 14A2026-01-220001437749-26-001768Section “Executive Compensation”. As printed: 6,802,192. Filing ↗machine: span 354675–354684
2Section 01, Elizabeth IselyDEF 14A2026-01-220001437749-26-001768Section “Executive Compensation”. As printed: 909,438. Filing ↗
3Section 01, Zephyr IselyDEF 14A2026-01-220001437749-26-001768Section “Executive Compensation”. As printed: 588,000. Filing ↗
4Section 01, Todd DissingerDEF 14A2026-01-220001437749-26-001768Section “Executive Compensation”. As printed: 155,219. Filing ↗machine: r15 · c21 · span 360773–360780
5Section 08, David RooneyDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 115,000. Filing ↗machine: span 582461–582468
6Section 08, Edward CerkovnikDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 110,000. Filing ↗machine: span 578438–578445
7Section 08, Sandra BuffaDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 109,583. Filing ↗machine: span 586484–586491
8Section 08, Richard HalléDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 4,167. Filing ↗machine: span 587397–587402
9Section 08, Elizabeth IselyDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 0. Filing ↗
10Section 08, Kemper IselyDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 0. Filing ↗
11Section 08, Heather IselyDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 0. Filing ↗
12Section 08, Zephyr IselyDEF 14A2026-01-220001437749-26-001768Section “Director Compensation”. As printed: 0. Filing ↗
13Section 06, 2024 voteForm 8-K2024-03-120001437749-24-007470Item 5.07 · say-on-pay result. As reported: 99.48% (votes for as printed: 20,401,188). Filing ↗
14Section 06, 2021 voteForm 8-K2021-03-090001437749-21-005425Item 5.07 · say-on-pay result. As reported: 99.57% (votes for as printed: 20,267,531). Filing ↗
15Section 06, 2018 voteForm 8-K2018-03-090001437749-18-004224Item 5.07 · say-on-pay result. As reported: 99.71% (votes for as printed: 17,691,546). Filing ↗
16Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
17Section 09b board cost (computed)Computed——Cash 158,750 + equity 180,000 + all other 0 = 338,750, summed across the director compensation table rows.machine: formula: Σ = 338,750
18Natural Grocers by Vitamin Cottage (subject), Section 10b CEO totalDEF 14A2026-01-220001437749-26-001768CEO total compensation as printed in Natural Grocers by Vitamin Cottage's own proxy. As printed: 6,802,192. Filing ↗machine: span 354675–354684

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