Willamette Valley Vineyards : Notice of Annual Meeting and Proxy Statement/2024 Annual Report

Notice of the Annual Meeting of Stockholders

To be held: Saturday, July 13, 2024

Dear Shareholders,

You are cordially invited to the 2024 Annual Meeting of Shareholders ("Annual Meeting") of Willamette Valley Vineyards, Inc. (the "Company"), which will be held via online live webcast on Saturday, July 13, 2024, beginning at 11:00 a.m. Pacific Time.

The government-mandated "escheatment" process could adversely affect your shares. If the Company, or the Company's Transfer Agent, Equiniti, cannot locate you, they are required to transfer your shares to the state government as "unclaimed" property. Voting your shares or updating your contact information will assure your continued control of your shares. For registered shareholders, you can update your information by emailing us at: [e-mail]. Beneficial owners should contact their brokerage firm with updates to their contact information.

The Annual Meeting can be accessed by visiting wvv.com/annualmeeting, where you will be able to participate in the meeting live and vote online. In order to be able to vote at the Annual Meeting, you will need your control number, which is included on your proxy ballot if you are a shareholder of record on May 10, 2024 or included with the form and voting instructions you received from your broker if you hold your shares in "street name." The Annual Meeting will be held for the following purposes:

1. To consider and vote upon a proposal to elect three members to our Board of Directors with terms ending at the annual meeting in 2027;
2. To ratify the appointment by the Board of Directors of Moss Adams LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and
3. To transact such other business as may properly come before the meeting or any postponements or adjournments of the meeting.

The foregoing items of business are more fully described in the proxy statement (the "Proxy Statement") that accompanies this notice.

Our Board of Directors fixed May 10, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments of the meeting, and only shareholders of record at the close of business on that date are entitled to this notice and to vote at the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting will be available at our office for ten days prior to the meeting.

We hope that you will use this opportunity to take an active part in our affairs by voting on the business to come before the Annual Meeting, either by executing and returning the enclosed proxy ballot or by casting your vote using the internet. An electronic version of the Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2023 is available at this web address: wvv.com/annualmeeting. Please access your Proxy using one of the methods outlined in the Proxy Statement - internet, regular mail, or telephone. If you receive more than one proxy card because you own shares registered in different names or addresses, each proxy card should be voted and returned.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Jim Bernau

Jim Bernau

President and Chairperson of the

Board of Directors

Turner, Oregon

May 31, 2024

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CONTENTS

1.	INTRODUCTION	6
1.1	GENERAL	6
1.2	SOLICITATION, VOTING AND REVOCABILITY OF PROXIES	6
1.3	DIRECTORS AND EXECUTIVE OFFICERS	8
1.4	BOARD AND COMMITTEE MEETING ATTENDANCE	10
1.5	ANNUAL MEETING ATTENDANCE	10
1.6	INDEPENDENCE	10
1.7	COMMITTEES OF THE BOARD OF DIRECTORS	10
1.8	LEADERSHIP STRUCTURE OF BOARD OF DIRECTORS	11
1.9	ROLE OF BOARD OF DIRECTORS IN RISK OVERSIGHT	12
1.10 DIRECTOR COMPENSATION	12
1.11 COMMUNICATIONS TO THE BOARD OF DIRECTORS	13
1.12 CODE OF ETHICS	13
2.	EXECUTIVE COMPENSATION	13
2.1	SUMMARY COMPENSATION TABLE	13
2.2	COMPENSATION PHILOSOPHY	15
2.3	BERNAU EMPLOYMENT AGREEMENT	15
2.4	FERRY EMPLOYMENT AGREEMENT	15
2.5	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	16
2.6	TRANSACTIONS WITH RELATED PERSONS	16
2.7	DELINQUENT SECTION 16 REPORTS	17
2.8	AUDIT COMMITTEE REPORT	17
2.9	FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
3.	ELECTION OF DIRECTORS (PROPOSAL NO. 1)	18
4.	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL NO. 2)	18
5.	SHAREHOLDER PROPOSALS AND NOMINATIONS OF DIRECTORS	19
5.1	SHAREHOLDER PROPOSALS FOR INCLUSION IN NEXT YEAR'S PROXY STATEMENT	19
5.2	OTHER SHAREHOLDER PROPOSALS	19
5.3	SHAREHOLDER DIRECTOR NOMINATIONS	19
6.	RESULTS OF ANNUAL MEETING	20
7.	HOUSEHOLDING	20
8.	COST OF SOLICITATION	20
9. ADDITIONAL INFORMATION	20
ANNUAL REPORT TO SHAREHOLDERS	21
DESCRIPTION OF BUSINESS	21
INTRODUCTION	21
SEGMENTS	21
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PRODUCTS	21
MARKET OVERVIEW	22
THE OREGON WINE INDUSTRY	22
COMPANY STRATEGY	23
VINEYARDS	23
WINERY	26
SALES AND DISTRIBUTION	27
DEPENDENCE ON MAJOR CUSTOMERS	28
COMPETITION	28
GOVERNMENTAL REGULATION OF THE WINE INDUSTRY	28
COSTS AND EFFECTS OF COMPLIANCE WITH LOCAL, STATE AND FEDERAL ENVIRONMENTAL LAWS	29
EMPLOYEES	29
ADDITIONAL INFORMATION	29
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	29
MARKET INFORMATION	29
HOLDERS	29
DIVIDENDS	29
EQUITY COMPENSATION PLANS	30
RECENT SALES OF UNREGISTERED SECURITIES	30
ISSUER PURCHASES OF EQUITY SECURITIES……. ........................................................................................................30
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	30
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	30
OVERVIEW	31
RESULTS OF OPERATIONS	32
EBITDA	33
SALES……. ..................................................................................................................................................................34
WINE INVENTORY	35
PRODUCTION CAPACITY	35
GRAPE SUPPLY	35
WINE QUALITY	35
SEASONALITY	36
LIQUIDITY AND CAPITAL RESOURCES	36
INFLATION	37
RISK FACTORS	37
UNRESOLVED STAFF COMMENTS	42
PROPERTIES	42
LEGAL PROCEEDINGS	43
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	43
DISCLOSURE CONTROLS AND PROCEDURES	43
INTERNAL CONTROL OVER FINANCIAL REPORTING	43
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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5

PROXY STATEMENT

for the

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 13, 2024

1. INTRODUCTION

1.1 General

This proxy statement (the "Proxy Statement") and the accompanying proxy ballot are being furnished to the shareholders of Willamette Valley Vineyards, Inc., an Oregon corporation (the "Company"), as part of the solicitation of proxies by the Company's Board of Directors (the "Board" or the "Board of Directors") from shareholders of record of outstanding shares of the Company's common stock, no par value (the "Common Stock") on May 10, 2024, for use in voting at the Company's Annual Meeting of Shareholders which will be conducted via online live audio webcast on July 13, 2024 at 11:00 a.m. (Pacific Time), and any adjournments or postponements thereof (the "Annual Meeting"). There will not be a physical meeting location. The Annual Meeting can be accessed by visiting wvv.com/annualmeeting, where you will be able to participate in the meeting live and vote online. In order to be able to vote at the Annual Meeting, you will need your Control number, which is included on your proxy ballot if you are a shareholder of record as of May 10, 2024 or included with the form and voting instructions you received from your broker if you hold your shares of Common Stock in "street name." Please note that you will not be able to attend the Annual Meeting in person. References to "we", "our", "us", or the "Company" in this Proxy Statement mean Willamette Valley Vineyards, Inc.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on July 13, 2024

Pursuant to rules of the Securities and Exchange Commission (the "SEC"), we have elected to provide internet access to our Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2023 (the "Annual Report") rather than distributing hardcopies of the meeting materials. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send to these shareholders an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting (the "Notice of Internet Availability"), with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report. This reduces postage, printing expenses, and paper waste and is part of our efforts to eliminate unnecessary expenses and conserve the environment. This Proxy Statement along with our Annual Report are available at wvv.comby clicking on the "Investor Relations" tab or wvv.com/annualmeeting. In accordance with SEC rules, our proxy materials posted on our website under the "Investor Relations" tab do not contain any cookies or other tracking features.

At the Annual Meeting, shareholders will be asked to consider and vote upon the following:

1. To elect three members of the Board of Directors with terms ending at the annual meeting in 2027;
2. To ratify the appointment by the Board of Directors of Moss Adams LLP ("Moss Adams") as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and
3. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Notice of Internet Availability, which contains information as to how shareholders can access this Proxy Statement, the Annual Report and a proxy ballot, is first being mailed to the Company's shareholders on or about May 31, 2024.

1.2 Solicitation, Voting and Revocability of Proxies

The Board of Directors has fixed the close of business on May 10, 2024 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting. Accordingly, only holders of record of Common Stock at the close of business on such date will be entitled to vote at the Annual Meeting, with each such share entitling its owner to one vote on all matters properly presented at the Annual Meeting. On the record date, there were 2,099 registered holders holding 4,964,529 shares of Common Stock. The presence in person or by proxy, of a majority of the total number of outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.

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Shareholders can vote on matters that properly come before the Annual Meeting in one of three ways:

Voting online at the Annual Meeting

There will not be a physical meeting location. You will be able to vote online at the Annual Meeting by visiting wvv.com/annualmeeting. You will need your Control number, which is included on your proxy card if you are a shareholder of record as of May 10, 2024 or included with the form and voting instructions you received from your broker if you hold your shares of Common Stock in "street name."

Voting by mail:

Shareholders may vote by marking, signing and dating the proxy card and mailing it in the enclosed, prepaid and addressed envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, prior to the Annual Meeting.

Voting on the Internet before the Annual Meeting.

Shareholders may vote their shares of Common Stock by going to www.proxyvote.comand following the instructions for electronic delivery up until 11:59 p.m. Eastern Time on July 12, 2024. Shareholders should have their proxy card in hand when accessing the website.

Voting by Telephone.

Shareholders may vote by calling the toll-free number listed on the proxy card from any touch-tone telephone and following the instructions up until 11:59 p.m. Eastern Time on July 12, 2024. Shareholders should have their proxy card in hand when calling.

Shareholders, who own their shares through a brokerage account or in other nominee form, should follow the instructions received from the record holder to see which voting methods are available.

Each enclosed proxy gives discretionary authority to the persons named therein with respect to any amendments or modifications of the Company proposals and any other matters that may be properly proposed at the Annual Meeting. The shares represented by all valid unrevoked proxies returned in time to be voted at the Annual Meeting will be voted in accordance with the instructions marked therein. EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED IN THE PROXY STATEMENT AND FOR THE EACH OF THE OTHER PROPOSALS AT THE ANNUAL MEETING IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD WHICH ARE DESCRIBED IN THIS PROXY STATEMENT. If any other matter(s) properly comes before the Annual Meeting, the proxies solicited hereby will be exercised in accordance with the reasonable judgment of the proxy holders named therein. If the meeting is adjourned or postponed, your shares will be voted by the proxy holders on the new meeting date as well, unless you have revoked your proxy instructions before that date. Under Oregon law, shareholders are not entitled to dissenters' rights with respect to any of the proposals set forth in this Proxy Statement.

A shareholder may revoke a proxy at any time prior to its exercise by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or by attending the Annual Meeting and voting over the internet. Attending the Annual Meeting in and of itself will not revoke previously given proxies. In order to be effective, all revocations and later-filed proxies must be delivered to the Company, care of Broadridge, at the address listed above not later than 5:00 p.m. Eastern time, on Friday, July 12, 2024. A shareholder who attends the Annual Meeting need not revoke a previously executed proxy and vote online unless the shareholder wishes to do so. All valid, unrevoked proxies will be voted at the Annual Meeting.

A proxy marked as abstaining will be treated as present for the purpose of determining whether there is a quorum for the Annual Meeting but will not be counted as voting on any matter as to which abstinence is indicated. If a quorum exists, directors are elected by a plurality of the votes cast by the shares entitled to vote, while action on a matter other than the election of directors is approved if the votes cast by the shares entitled to vote favoring the action exceed the votes cast opposing the action. Consequently, assuming the presence of a quorum, abstentions will not affect the results of the matters to be affected at the Annual Meeting.

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A Broker "non-vote," which occurs when a broker or other nominee holder, such as a bank, submits a proxy representing shares that another person actually owns, and that person has not given voting instructions on a non- routine matter or matters to the broker or other nominee holder, will be treated as present for purposes of determining whether there is a quorum for the Annual Meeting. Pursuant to applicable regulations, if a shareholder does not give voting instructions to his/her broker, such broker will not be permitted to vote the shareholder's shares of Common Stock with respect to any of the Proposals described in this Proxy Statement, except for Proposal 2. We expect that banks and brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions with respect to the vote to ratify the Company's selected independent registered public accounting firm in Proposal 2.

The Company will pay the cost of its proxy solicitation. In addition to the use of the mails, proxies may be solicited personally, by telephone or by email by directors, officers and employees of the Company, who will not be specially compensated for such activities. Your cooperation in promptly completing and returning the enclosed proxy to vote your shares of Common Stock will help to avoid additional expense.

1.3 Directors and Executive Officers

The following table sets forth the names of each of our executive officers, each of the members of the Board of Directors, and each such person's position with the Company and age. Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, which shall be between two and eleven directors. The Board is currently comprised of seven members. Three current directors, Craig Smith, Stan G. Turel and Sarah Rose, are nominees for election at the Annual Meeting.

			Group	Term
Name	Position(s) with the Company	Age	Number	Ends
James W. Bernau (3)	Chairperson of the Board, CEO	70	I	2026
	President and Director
Craig Smith (2)(3)(4)	Secretary and Director	77	II	2024
John Ferry	Chief Financial Officer	58	NA	NA
James L. Ellis (3)	Director	79	III	2025
Sean M. Cary (2)	Director	50	I	2026
Stan G. Turel (1)(2)(3)(4)	Director	75	II	2024
Sarah Rose	Director	38	II	2024
Cara Pepper Day (1)	Director	45	III	2025

1. Member of the Compensation Committee
2. Member of the Audit Committee
3. Member of the Executive Committee
4. Member of the Capital Development Committee

All directors hold office until the end of their term's respective annual meeting of shareholders or until their successors have been elected and qualified. Executive officers are appointed by the Board of Directors and serve at the pleasure of the Board. The Board is divided into three groups (I, II, and III). Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected.

There are no family relationships among any of our current directors or executive officers. Set forth below is additional information as to each director and executive officer of the Company.

James W. Bernau - Mr. Bernau has been President and Chief Executive Officer of the Company and Chairperson of the Board of Directors of the Company since its inception in May 1988. Mr. Bernau, an Oregon winegrower, originally established Willamette Valley Vineyards as a sole proprietorship in 1983, and he co-founded the Company in 1988 with Salem grape grower, Donald Voorhies. From 1981 to September 1989, Mr. Bernau was Director of the Oregon Chapter of the National Federation of Independent Businesses ("NFIB"), an association of 15,000 independent businesses in Oregon. Mr. Bernau has served as the President of the Oregon Winegrowers Association and the

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Treasurer of the association's Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board, the State of Oregon's agency dedicated to the development of the industry. In March 2005, Mr. Bernau received the industry's Founder's Award for his service. Mr. Bernau's qualifications to serve on the Company's Board of Directors include his more than 30 years of leadership of the Company and his industry experience and contacts.

Craig Smith, MBA, JD - Mr. Smith has served as a director since October 2007 and as Secretary since 2009. For over 20 years Mr. Smith served as the Vice President/Chief Financial Officer of Chemeketa Community College in Salem, Oregon. He was an Adjunct Professor at the Atkinson Graduate School of Management at Willamette University, as well as Managing Partner of Faler, Grove, Mueller & Smith, a large local CPA firm. He has served on many State of Oregon commissions and as the Board Chairperson for many of the local non-profit and educational institutions including the Salem Keizer School Board, Chemeketa Community College Board of Education, Oregon State Fair Council, Oregon Fair Dismissal Appeals Board, Mid-Willamette Valley Council of Governments, Oregon School Boards Association and the United Way. Now retired Mr. Smith was a member of the Oregon State Bar as well as a Certified public accountant. Mr. Smith's qualifications to serve on the Company's Board of Directors include his financial and accounting experience.

John Ferry - Mr. Ferry has served as Chief Financial Officer of the Company since September 2019, and served as President of Contact Industries, a wood products-based OEM supplier, from November 2014 until July 2019. He served as CFO of Lifeport Inc., a division of Sikorsky Aircraft, from April 2012 to November 2014. Further, he has served in senior financial leadership positions in various Aerospace-related industries dating back to 1996. Mr. Ferry has earned an Executive MBA from Bath University, in England, and a MA Hon's degree in Accounts/Economics from Dundee University in Scotland.

James L. Ellis - Mr. Ellis, a founding shareholder, has served as a director since July 1991. Mr. Ellis retired from full time duties with the Company in July of 2009. He currently serves as the Company's ombudsman and works part- time on selected projects. Mr. Ellis previously served as the Company's Director of Human Resources from 1993 to 2009. He was the Company's Secretary from 1997 to 2009, and Vice President /Corporate from 1998 to 2009. From 1990 to 1992, Mr. Ellis was a partner in Kenneth L. Fisher, Ph.D. & Associates, a management-consulting firm. From 1980 to 1990, Mr. Ellis was Vice President and General Manager of R.A. Kevane & Associates, a Pacific Northwest personnel-consulting firm. From 1962 to 1979, Mr. Ellis was a member of and administrator for the Christian Brothers of California, owner of Mont La Salle Vineyards and producer of Christian Brothers wines and brandy. Mr. Ellis' qualifications to serve on the Company's Board of Directors include his prior experience as a member of the Company's senior management, as well as more than 40 years of business experience.

Sean M. Cary - Mr. Cary has served as a director since July 2007. Mr. Cary is the Chief Financial Officer of Pacific Excavation, Inc., a Eugene, Oregon based heavy and civil engineering contractor. Previously, Mr. Cary served as the CFO of CBT Nuggets, LLC, the Corporate Controller of National Warranty Corporation, the CFO of Cascade Structural Laminators and prior to that as Controller of Willamette Valley Vineyards. Mr. Cary served in the U.S. Air Force as a Financial Officer. Mr. Cary holds a Master of Business Administration degree from the University of Oregon and a Bachelor of Science Degree in Management from the U.S. Air Force Academy. Mr. Cary's qualifications to serve on the Company's Board of Directors include his financial and accounting expertise.

Stan G. Turel - Mr. Turel has served as a director since November 1994. Mr. Turel is President of Turel Enterprises, a real estate management company managing his own properties in Oregon, Washington and Idaho and is president of Columbia Pacific Tax in Bend, Oregon. Prior to his current activities, Mr. Turel was the Principal and CEO of Columbia Turel, (formerly Columbia Bookkeeping, Inc.) a position which he held from 1974 to 2001. Prior to the sale of the company to Fiducial, one of Europe's largest accounting firms, Columbia had approximately 26,000 annual tax clients including approximately 4,000 small business clients. Additionally, Mr. Turel successfully operated as majority owner of two cable TV companies during the 80's and 90's which were eventually sold to several public corporations. Mr. Turel is a pilot, author, was a former delegate to the White House Conference on Small Business and held positions on several state and local Government committees. Mr. Turel's qualifications to serve on the Company's Board of Directors include his more than 20 years of accounting and business management experience.

Cara Pepper Day - Ms. Pepper Day joined the Board on July 16, 2022. She has spent the last 12 plus years in technology specific to beverage alcohol with GreatVines, Andavi Solutions, and Crafted ERP by Doozy Solutions. From February 2011 to May 2021, Ms. Pepper Day anchored the Sales and Success teams at GreatVines rising to Director of Customer Success. From May 2021 to November 2021 Ms. Pepper Day served as VP of Customer Success at Andavi Solutions. In November of 2021 Ms. Pepper Day joined the team at Crafted ERP by Doozy Solutions. Ms. Pepper Day holds a Bachelor of Arts degree from Linfield University in Mathematics. She was awarded the Willamette

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Valley Vineyards Bacchus Employee of the Year award in 2006. Ms. Pepper Day's qualifications to serve on the Board include her breadth of sales, technology and beverage industry understanding and experience.

Sarah Rose -Ms. Rose joined the Board on July 16, 2022. Ms. Rose started her career at WVV as a marketing intern and worked in the tasting room during her time at Willamette University where she received a Bachelor of Arts in Anthropology. Ms. Rose has 15+ years of experience innovating and implementing marketing and event campaigns - including seven years (from 2015 - 2022) for Compass Group at Microsoft, where she was responsible for the customer experience including storytelling, events, and communications for 40,000+ Microsoft employees on the expansive Puget Sound campus. While she also spent some time working for a start-up(2023-2023), she has rejoined the food and hospitality industry once again at Compass Group at Amazon, responsible for the events, marketing and storytelling across the enterprise at Amazon. Ms. Rose is also on her local school's PTA board in Communications. Ms. Rose's qualifications to serve on the Board include her marketing, event, and hospitality expertise.

1.4 Board and Committee Meeting Attendance

The Board of Directors met six times during 2023. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of each committee on which each director served.

1.5 Annual Meeting Attendance

Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meeting of shareholders, directors are encouraged to attend the annual meetings. All of our then-current directors attended the Company's 2023 annual meeting of shareholders.

1.6 Independence

The Board of Directors has determined that each of our directors other than Mr. Bernau and Mr. Ellis is "independent" within the meaning of the applicable rules and regulations of the SEC and the director independence standards of The NASDAQ Stock Market, Inc. ("NASDAQ"), as currently in effect. Furthermore, the Board of Directors has determined that each of the members of the Compensation and Audit Committees of the Board of Directors is "independent" under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. The Board of Directors does not have a separate standing Nominating Committee. Consistent with NASDAQ rules, only independent directors participate in meetings where the Board of Directors functions as the Company's nominating committee. The independent directors held two meetings in 2023.

1.7 Committees of the Board of Directors

Compensation Committee

The Board of Directors has appointed a compensation committee (the "Compensation Committee), which reviews executive compensation and makes recommendations to the full Board regarding changes in compensation. Executive officers do not play a role in determining executive compensation. The Compensation Committee does not delegate any of its duties, and it may use consultants in determining executive compensation. The Compensation Committee met one time in 2023. The Compensation Committee did not engage the services of a compensation consultant for 2023. The members of the Compensation Committee are Cara Pepper Day and Stan Turel. All members of the Compensation Committee are independent under the applicable rules and regulations of the SEC and the director independence standards applicable to compensation committee members of NASDAQ listed companies, as currently in effect. A copy of the Compensation Committee's charter can be found on the Company's website, www.wvv.com.

Audit Committee

The Company has a separately designated standing audit committee (the "Audit Committee") established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the Audit Committee are Sean Cary, Craig Smith, and Stan Turel. All members of the Audit Committee are independent as defined under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. The Audit Committee oversees our financial reporting process on behalf of the Board of Directors and reports to the Board of Directors the results of these activities, including the systems of internal controls that management and the Board of Directors have established, our audit and compliance process and financial reporting. The Audit Committee, among other duties, engages the independent public accountants retained as the registered public accounting firm, pre-approves all audit and non-audit services provided by the independent

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