Vertical Farming – Agtech Start-ups Innovating Across

Controlled Environments – 27 August 2021

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Specialist:

Title:

Moderator: Nyree Hinton (NH), Third Bridge Sector Analyst

Carmela Cugini (CC)

Former Chief Revenue Officer at Bowery Farming Inc

Agenda:

1. Vertical vs greenhouse farming – economics, scalability and key cost considerations

2. Cost structure and harvest selection, noting a link between differentiation and pricing

3. Agtech competitive dynamics and retail partnerships amid a consumer shift towards indoor vs organic

4. H2 2021 sector outlook, including opportunities across channels and regulatory controls

Contents

Q: Could you outline how agtech and vertical farming techniques have proliferated throughout the industry?

3

Why is there so much demand for these services?

Q: Could you discuss the pros and cons of the transition to other indoor techniques from greenhouses?

Q: What are the unique challenges to scaling vertical farms? Could you outline the significantly higher cost

factors, such as the amount of sensors and automation needed to control those environments?

4

5

Q: Can you discuss the yield and profitability improvements around seeding? How are indoor vertical farms

such as Bowery measuring data against other techniques, methods or geographies where farmers are also

trying to get the best yields?

6

Q: What can indoor farms do with pricing in larger towns? You made the point about differentiation to

demand better pricing. How can a player such as Bowery command pricing when major grocery players such

7

as Walmart, Target and Albertsons can move the market and keep pricing low on farmers?

Q: What choices do the retailers have for partnerships? There are many start-ups but it seems things are still

getting off the ground. How much demand and pressure is from large retailers who want partners? How

consolidated is vertical farming?

7

Q: You mentioned tailoring strategic partnerships with retailers instead of forcing a quantity of volume on

them. Is there a dynamic pricing opportunity in periods of high demand when retailers are searching for a

product? Does that leave the door open or is pricing still fixed on a contract?

Q: You mentioned that indoor farming is priced the same as organic. How do retailers convince consumers

to buy indoor over organic if they’re similarly priced? Could you discuss the partnership and branding

aspects with indoor or vertical farming? How do retailers try to educate the consumer?

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Q: Could you clarify the organic vs indoor classification? Consumers are mostly worried about pesticides, so

could a product without pesticides be considered organic? What are the regulations around organic that

don’t apply to the indoor set-up? Are consumers interested in some of those challenges?

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Q: What are the key opportunities and limits across vertical farming categories? Which crops offer the

highest yields in the least amount of space? How does that vary across the different crop types?

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Q: How have channel partnership strategies evolved since the pandemic? Is the demand for grocery shifting

from foodservice? How much exposure or opportunity is there in foodservice for vertical farms in packaged

food? Where are vertical farms focused on building partnerships?

11

Q: How much of a factor is the end of easy farming and tighter regulatory controls on certain farming types?

How much pressure is on the traditional side to clean up farming practices vs new approaches that some

think are going too far?

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Vertical Farming – Agtech Start-ups Innovating Across

Controlled Environments

Transcription begins at 00:00:07 of the recorded material

NH: Welcome to Third Bridge Forum’s Interview entitled Vertical Farming – Agtech Start-ups Innovating

Across Controlled Environments. I’m Nyree Hinton and I will be facilitating today’s Interview with Miss

Carmela Cugini, former Chief Revenue Officer at Bowery Farming Inc.

Carmela, before we get started with today’s Interview please state I agree or I disagree to the following

statement: You understand the definition of material non-public information and agree not to disclose any

such information, or any other information which is confidential, during this Interview.

CC: I agree.

NH: Could you start with a brief introduction to your background?

CC: I’ve spent the majority of my career in the food business, several years at Pepsi Co, 13-plus to be exact, in

a number of different things from sales, marketing, operations, and then I pivoted and went to e-commerce,

and I went to a company called Jet.com where I led grocery e-commerce there. You probably know the name,

it was run by Marc Lore, and then Walmart bought us about six months into my stay there. I was given the

opportunity to lead Walmart e-commerce online grocery, and so we watched that business grow exponentially

while the time I was there. I had the opportunity to work with the store teams, all of the digital teams, and of

course my own direct team that was executing across the e-commerce platforms.

In that process I actually met a vertical farm called Bowery Farming, and we were working with them on the

Jet platform, and I was amazed at what they were doing and the mission that they were solving for. Long story

short, I had reached a time in my career where I had to decide if I wanted to move or stay in the northeast, and

an opportunity with Bowery Farming presented itself to lead their revenue strategy in sales. I jumped at that

opportunity, I wanted to be part of a mission-driven organisation, so I went there, worked there about a year

and a half. We grew their door distribution from 50 to 1,000 doors while I was there, I worked directly for

Irving Fain, the CEO, who’s amazing, so was that whole team.

I left because there were some personal things happening in my life and I wanted to get back to the digital

scene, and so today I work for a sales and marketing agency, the largest in CPG, called Advantage Solutions.

The world in which I lead is e-commerce retail, so we take products and we help them commercialise

themselves in all the different marketplaces. We also help them with supply chain and logistics services to

simplify their life and create a more transparent process, and we also create private label products to not only

launch on e-commerce, but also take into brick and mortar. That’s my world today, and I currently live in

Tampa, Florida, and a pleasure to be here with you today.

[00:03:02]

Q: Could you outline how agtech and vertical farming techniques have proliferated throughout the industry?

Why is there so much demand for these services?

CC: The one thing that really appealed to me is when you took a look at the macro things happening, there

were a number of things happening, and I think we’re at a juxtaposition of them all converging at one time.

First, when you look at our population, the UN did a report, and they said by 2050 our population is expected

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to grow to 9-10 billion people, which means there will be more people in the future than in the last 40 years

that we have to feed in the next 20 or 30 years. A rise of population and an urbanisation of that population is

occurring where people are really moving to urban centres. At the same time there’s not enough arable

farmland in the world to feed the population of this size, so when we take a look at what’s happening, almost

30% of our arable farmland or more in the US has been lost as a result of traditional farming methods. These

new forms of farming are helping to solve that, and so as we look at vertical-type or indoor farming processes,

it allows us to use less water, so with our type of agtech, 70% or more of freshwater is being saved. Some farms

can claim that they’re using 95% less water. There are no pesticides used in the process, and the reality is even

in the world of organic, organic is great, it was an evolution of basic farming, but you still get run-off water and

dropping, so indoor farming really eliminates pesticides. Then there’s food waste, so in the US alone we waste

about USD 160bn of food per year.

When you take all of those things happening, we’re running out of land, our land is becoming more difficult to

grow in without pesticides, and population is growing, so we have to come up with alternative methods.

Agtech has actually been in place for many, many years, and Nasa was using it many years ago, but it was just

not approachable because it was so expensive. Like anything, the world evolves, so we went from traditional

farming to organic farming, which we saw that growth, I think 20-30 years ago it really started to take off, and

then this convergence to greenhouses, which was the first kind of foray into indoor farming, and then all of

these other indoor farming methods that are out there. It’s a great way to create food so that our land will still

be used, because we have to use it to grow certain types of crops, because not all crops grow indoors like this. If

we can leverage the crops that can be grown indoors and do so in the most sustainable fashion possible, we

now can ensure that we can feed the population that’s expected to grow.

[00:06:27]

Q: Could you discuss the pros and cons of the transition to other indoor techniques from greenhouses?

CC: If you would pull market data you would see that of indoor or agtech-type farming, greenhouses are

leading the way with regards to dollar sales. They have a pretty economical footprint. They essentially put out

a greenhouse, but the greenhouses require supplemental lighting and require sufficient cooling, and each

consumes considerable power still. When you look at an indoor farm, if you think about it you’ve got vertical

towers, you have aeroponics, you have container farms, and then you have vertical farming, like what my

predecessor Bowery ran. There’s a much more efficient use of energy in those situations, and you can control

the environment much better when you’re not dealing with the sunlight. Duplicating and scaling in a vertical

farming environment can be much more beneficial in the long-run because you can really create scale

depending on the systems that that particular company uses. Greenhouse is great, but some greenhouses still

use pesticides, depending on their situation. They still have to use some type of HVAC system to keep the

temperature cool inside, and depending on where your greenhouse is at it will be different, so if you have a

greenhouse in Florida it’s going to be very different than a greenhouse in New York because of the difference

of temperatures. You’re going to have to create different types of environmental, I guess protectants, so to

speak, the environmental things to help support the grow process, and so it’s harder to scale.

If I have a greenhouse and I put a farm up in PA or New York and then I move it, I have to relearn that entire

process. When you go into an indoor controlled environment set-up, you can now start to control for that

environment, and some of the companies, and I can speak to Bowery just a little bit, but Bowery uses

automation, machine learning, they stack trays from floor to ceiling using LED lights, and they have a

proprietary system that learns and evolves with every growth cycle. That type of system and that type of

operation allows you to set up a farm, gather all the learnings of the growth. Throughout every single crop you

can grow more cycles of crops, and then when you go to put up a new farm you have all the learnings of that

previous farm. Then if the new farm is larger you do get new learnings. Creating a larger farm is going to

create a situation where you’re going to have to automate differently, you’re going to have to create different

HVAC scenarios, but once you understand, “I’m going to have these three or four types of farms from either

specialisation or size,” you now can duplicate and iterate on that. Whether I put a farm in New York or Florida

or anywhere, I can scale it. All indoor farms are not created equal, and so I would say one of the things that

appealed to me and why I went to Bowery was because of the fact that in the long-term that type of farming,

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and I’m a bit biased, but that system itself is incredibly scalable and will drive down costs over time better than

any other solution.

[00:10:18]

Q: What are the unique challenges to scaling vertical farms? Could you outline the significantly higher cost

factors, such as the amount of sensors and automation needed to control those environments?

CC: When you think about those environments, if you walk into a vertical farm, there are some farms that

operate with grow towers. You may have heard of them, Plenty is one on the West Coast that does that. When

you think about that, those towers have to be placed far away from the LED lights, so they’re wasting light and

increasing cooling costs. Also, towers are too large to fit easily with automatic harvesting, transplanting and

cleaning equipment, and so that creates a little bit of a different scenario, and I’ll bring this all together to talk

about vertical vs these other situations. As you think about tower farms, they’re a little less precise because of

the way they control the tower. In aeroponics you have some other big names that are out there that even use

that in their namesake, and great history, but they’re moving things around with forklifts. When you walk into

an automated vertical farm, what you’ll see immediately are trays that are stacked from floor to ceiling, which

means now you’re utilising cubic footage vs square footage, and you can fit more in that scenario than any

other scenario because you can control the height of your trays based on the height of your crops. In addition,

what most people allude to is the cost of LED lights, which is right. In the past the cost of LED lights was very,

very high, but the costs have also precipitously declined over time and they’re continuing to decline, which has

made this a very approachable method.

What’s great about LED lights, as the costs continue to come down you can also create variation on the colour

of those lights so that you can create a different type of grow system or you can grow different types of crops

with different types of lights, so you can get incredibly efficient. In the initial look you would say a vertical

farm could be more expensive because I’m using LED lights, I’m recirculating all my water, I have HVAC

systems throughout, but in essence you actually can increase yield over time because you can grow more crop

cycles at one time. Your LED costs are coming down, more sustainable type of energy is being used and

continuing to evolve, whether that’s solar or other types of recirculation products. Technology in and of itself is

allowing those types of systems to reduce costs over time. The beauty of that is, as you grow a plant and you

can capture the learning of what the optimal temperature, nutrients, air flow, lighting, once you can capture

that, it’s like a computer system. You went from 2G to 3G to 4G, every time it gets smarter and more efficient,

that is the essence of a vertical automated farm. Just the way in which it was developed allows it to become

more efficient over time. Today it’s definitely more expensive than a greenhouse because you’re using LED

lights, but in time it will be more sustainable, produce more yield, and at the end of the day create more output

in a way that is consistent and optimal with probably the best flavour you could ever have.

Yes, today it’s a little more expensive, that’s why you see a number of start-ups and fundraising happening,

hence this call, but as an investor, as you’re looking at different farms to invest in, walking the tour and

understanding things like how do you optimise lighting? How do you optimise air flow, how do you optimise

temperature, how are you germinating a plant, driving consistency in that process, how do you know when to

harvest a plant? These are questions that should be asked, because in some cases people will say, “Well, we

just always harvest this many days apart.”

As people look to invest in these type of options, there are a lot of questions to ask. Trying to understand how a

farm can automate consistently and drive costs down are the questions that should be asked to every single

indoor farm that is toured. As an investor I would always want to walk a farm to understand what the food

safety practices are, is what somebody is saying their farm can do real? Things to look for when you’re in a

farm are how many people does it take to harvest? How do they know they’re going to perfect the harvest time.

Some farms when you walk in, they’ll say, “We always harvest every 21 days whether we need it or not.” That’s

not optimal because you’re not going to optimise for yield. The number one driver of profit on an indoor

vertical farm is yield. Farms like Bowery that have automated systems and machine learning continue to get

smarter and smarter so they can optimise for yield, and so over time every farm will get smarter, every farm

will yield more crops. They can move trays around in the system to deal with what demand is, and they can

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have a crop cycle much quicker because they now understand what the magical inputs are. Understanding that

when someone walks a farm is really important, so if you see forklifts moving things around, that’s not an ideal

situation. If you see the lights too far away and crops aren’t efficiently placed, that’s not an ideal situation. If

there are too many hands in the farm, that’s not an ideal situation.

If you would walk into a really well-run vertical farm, you will find that there are very few people that are

there. One of my experiences at Bowery, is even though before I went to Bowery I actually didn’t see a lot of

other farms, I probably saw more when I left than when I was there, but the one thing I always heard in

response was, “This is different than anything I’ve seen,” and I’ve heard that from the largest retailers out

there to the smallest retailers out there. As an investor it’s interesting to say today I know what’s going to get

me an ROI on my investment in the short run, but then there are long-term plays that are more likely to create

a better, profitable solution in time, because of those types of things.

[00:19:00]

Q: Can you discuss the yield and profitability improvements around seeding? How are indoor vertical farms

such as Bowery measuring data against other techniques, methods or geographies where farmers are also

trying to get the best yields?

CC: I’ve seen it as simple as people just have seed partnerships and they buy seeds from whoever it is and they

bring them in. That whole question process starts with, “Who is my partnership with, and is it a true

partnership where I can eventually differentiate my seeds?” You can do seed-breeding, which is still non-

GMO, but you can essentially breed a stronger arugula or an indoor-grown spinach, and so those types of

discussions are out there. That in and of itself is a whole world that’s being optimised today. Understanding

where seed partnerships are with a farm is really critical to future growth and sustainability. That’s number

one. Then as you think about that, the second part is how are you going to evolve on those breeds? One of the

number one drivers of people buying indoor is that they want to know something is local to them. Actually,

local is a more popular term than organic to consumers today. One of the things that is often used is local signs

when you walk into the grocery store, because people want to support their local community, they want to

know that it came from around the corner. That is the other piece, but if you’re doing a local farm you want to

still be able to offer all the varieties that may be differentiated, so today if I buy romaine I know it’s coming

from California. It may take three months to get over to the East Coast in a truck, and I don’t know what’s

touched it in the interim.

Arugula and spinach grow in slightly colder climates, so a couple of years back when there was flooding in the

West Coast, there was a mass arugula shortage. During that time a farm that grows indoors that can pivot in

the likes of Bowery, we were able to take trays away and add trays to the system and essentially adjust our

demand, and within a week we were able to create the supply for our retailers. Having a partnership with a

retailer, or a retailer having a partnership with a really good indoor grower, is really a differentiator for a

retailer, because the number one thing that drives consumer spend or profitability for a retailer is, I must have

a great fresh department and I must be in stock with great quality products. That’s the number one

determinant of why a consumer chooses. It goes back to the seed question that you asked, so if somebody then

says, “We buy seeds from these different players and we’re looking for price,” that is not the way you want to

go. Actually what you want is you want to partner with somebody that not only has great seed partnerships,

but they’re using R&D to develop better seeds for indoor growing, and better seeds for taste. In addition to

local and fresh being the number one driver for consumers, the other thing that has evolved is consumers care

about taste and consistency of taste.

By having those seed partnerships, you can evolve on taste, so one of the things Bowery would talk about is we

had something called a wasabi arugula. It was an arugula that tasted like wasabi. I’d never tasted anything like

it. It was extremely popular. We only sold it to high-end restaurants, but it was very, very popular, so when

you have something that is differentiated like that, people will pay for it. Think about Pepsi and Coke. People

are Pepsi drinkers, people are Coke drinkers, and they don’t usually cross lines, it’s rare. People are starting to

develop those pallets for greens, believe it or not. It’s a commoditised category today, but it’s actually evolving.

Seed partnerships that allow for that will allow a farm to differentiate and really demand more pricing over

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time. Those are some of the things I would look for. The other part of this is understanding how they do their

seeding, and do it in a consistent way, because depending on how you’re growing, consistently planting and

doing it in an automated fashion results in better yield, and again, yield equals dollars. The more automated

and consistent you can get, the better off you’re going to be, so it starts with what are your seed partners? Who

are they? How do you ensure that you can stay differentiated? What is your R&D in that process to continue to

evolve, and then how are you planting and what does your cycle look like to ensure consistently and better

yield? Those are the three areas I would dig into.

[00:24:16]

Q: What can indoor farms do with pricing in larger towns? You made the point about differentiation to

demand better pricing. How can a player such as Bowery command pricing when major grocery players such

as Walmart, Target and Albertsons can move the market and keep pricing low on farmers?

CC: That’s a great question. It’s one that the industry will either differentiate themselves on or fall victim to.

One of the things that made Bowery different is that we were growing lettuces for both Walmart and Whole

Foods. If you know anything about grocery you know that Whole Foods doesn’t want the lettuce that we’re

selling them in Walmart, because they have a different consumer and they want to appeal in a different way.

Walmart wants to compete on price, so you can’t go into a store and say, “Whole Foods, I’m going to give you

butterhead lettuce, the same quality, the same packaging and I’m going to charge you more than I’m going to

charge Walmart,” because that would be price fixing, so you can’t do that. How you do it is you partner on

different types of lettuces, so for a Walmart or a mass, you may create lettuces that yield much better than

what you’re going to specialise in for the consumer at Whole Foods that really wants something differentiated

and high quality. At Whole Foods you may walk in and see a special butterhead, arugula, spinach, special kale,

maybe some unique mixed greens that were made just for Whole Foods-type clients. Then if you go to the

other extreme you might see green leaf mixed with some romaine, so these types of lettuces that can be

blended. The other thing to keep in mind, so those types of lettuces yield more, therefore they’re less

expensive. You shouldn’t see a real speciality lettuce at a cheap price in a Walmart, it’s just not going to work.

You create the portfolio to match your client, is essentially what you’re doing.

[00:26:41]

Q: What choices do the retailers have for partnerships? There are many start-ups but it seems things are still

getting off the ground. How much demand and pressure is from large retailers who want partners? How

consolidated is vertical farming?

CC: You’ve probably heard of the CEA, it’s the Controlled Environment Association, and they’re no different

than the Organic Association. Indoor farmers are coming together to create process and standards around

indoor farming, so although it’s very competitive we also have to educate consumers on what it is, how it’s

different and why it’s better, so that we can start to message that. With retailers, retailers are evolving at

different paces, so when I first arrived at Bowery we really specialised in restaurants, some high-end

supermarkets in the New York area, as well as Whole Foods. Then we started to expand out to more

mainstream grocery with the giants of (inaudible 27.57) or a Giant Foods, on Stop & Shop, and then we were

partnering with Walmart as well to understand. What you’ll find is the knowledge of indoor farming varies by

retailer, but the one thing that they all have in common is they understand that supply on greens, it’s hard. It

seems to be there’s always a romaine scare, which is getting more challenged, arugula has run into consistent

shortages, as has spinach. The amount you can stay in stock in your produce department, the better you’re

going to drive profits and the more you’re going to keep your consumer happy.

The knowledge level of retailers is growing at different rates, but your biggest retailers and your speciality

retailers really get it, so the key is we go in and we tell the story of why is indoor farming so important, they

kind of get it. Then we talk about the value proposition of the particular farm. Every farm has their thing.

There’s plenty of space for all the indoor farmers. If you think about produce today, there are hundreds and

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hundreds of people that grow lettuce out there. There is plenty of space for people to grow indoors, so the

question becomes, do you want a strategic partnership or do you want to just approach all partners equally

and have a portfolio, or do a mix of both? With some partners, Bowery differentiated. We didn’t force people

to buy certain amounts. Some indoor farmers would say, “Listen, I’ll give you this price, but you have to

guarantee us this amount of pounds every week that you’re going to buy out of the farm.” That’s a win-lose,

lose for the retailer, because the number one benefit to a retailer is to reduce shrink in their department,

because shrink is real money to them. If I force a retailer to take 1,000 pounds a week in so many stores they

could end up throwing a lot of it away, and (a) it’s not good for the retailer, and (b) it’s not good for the

consumer because outdated lettuce will likely land on the shelf. Then it’s not sustainable, and it’s not good for

the environment, so it’s contradictory to what indoor farming should stand for.

When we were selling, so to speak, we would take a look at how are other players doing this, and whenever we

would talk to a retailer and explain the story, it raised their eyebrows as soon as we started talking about our

product. The second thing that really called attention to them is we didn’t force quantities on them, which puts

risk in the farm, but you can create other strategies to move those products. It shows true partnership when

you do it that way, but then the way you really got them to understand it is letting them taste the lettuce, and

so we did it every time, and every time we let somebody taste it, that client would sign with us. Let me back up,

not every time. Most times they would sign. The next step was getting them in the farm and doing a private

tour. Once we did that there was not anybody we’d done a private tour for that didn’t actually want to work

with us, and so it’s part of educating, aligning with their needs and reducing their shrink, meeting their

customer need, and then making sure we’re priced at least competitively in the market. What you will find is

indoor growers are going to be priced probably the same or slightly better than organic. They might

differentiate on pack size to enable their price point, so that’s something to watch, and they may differentiate

on their lettuce.

Remember the green leaf is going to yield more than arugula, so if they have a lot of green leaf they can afford

to sell it a little cheaper, but the industry on average is somewhere between USD 3.99 and USD 4.99. The

retailer likes it and wants to use it to appeal to their consumer to do one thing, tell consumers that they have

the best quality than their competition, ensure that they always have in stock, because working with an indoor

farmer helps you provide better in stock, and doing that drives consumer loyalty. The more loyal you have a

consumer the better you’re going to do profitability-wise. Your big retailers like Walmart, Whole Foods, Giant,

or Ahold I should say in general, Safeway, Albertsons, they all get it and they all want to do it, and then

independents are starting to get it as well. They’re just all trying to figure out, “Who do I work with and how

does it work?” People are at varying levels of that. It’s really a process of education, no different than how

organic farming was many years ago.

[00:32:50]

Q: You mentioned tailoring strategic partnerships with retailers instead of forcing a quantity of volume on

them. Is there a dynamic pricing opportunity in periods of high demand when retailers are searching for a

product? Does that leave the door open or is pricing still fixed on a contract?

CC: That’s an excellent question. I think the industry is trying to figure it out. In traditional non-packaged

lettuce, so loose lettuce, it’s a supply and demand game. If you have supply, you’re going to reduce your

pricing, so there are actual dashboards out there that show the changing price of produce on a regular basis,

and produce managers and buyers will go in and make deals based on that. In the indoor vertical farming

space it acts more like consumer packaged goods, which means it usually stays pretty consistent and pricing is

not moved up and down. Will that change? I don’t know, but at this point in time, packaged lettuces, whether

that’s bags and/or clamshells, the pricing is pretty consistent. The best folks out there are transparent about

their pricing, they have retail-based pricing that says, “If you’re within these retail ranges you’re going to get

this price, if you’re within these retail ranges you’ll get that price,” it’s all based on retail. Then stronger

partnerships may see additional support from the farm, and that may come in the form of incremental

marketing support, storytelling, showing the stores on their direct-to-consumer digital sites. There are varying

ways you can invest in a partnership, it’s not just price on the clamshell, and in fact that becomes really crazy,

so being consistent on your pricing is a key piece to all of this.

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One of the big benefits that you give a retailer, we talked about it, but it is the number one thing that the

produce manager cares about, is reducing shrink, because a lot of times when you walk into a produce

department you’re throwing away a lot of what is there. With packaged salads, you usually have on average

anywhere from 11-13 days on it, but if a consumer buys it it’s going to last. If it was grown indoors, it should

last in your refrigerator a couple of weeks. Very different than field grown. Field grown usually has been

travelling for multiple weeks. By the time it gets to the store it’s close to shelf life, and by the time you get it

home if you don’t eat it in a few days it’s going to go bad. Shrink and talking about the value of that is

something new that we’re educating on, and people that understand it are leveraging that as a differentiator

with their consumer.

[00:35:37]

Q: You mentioned that indoor farming is priced the same as organic. How do retailers convince consumers to

buy indoor over organic if they’re similarly priced? Could you discuss the partnership and branding aspects

with indoor or vertical farming? How do retailers try to educate the consumer?

CC: It’s a good question. That is the number one challenge, and it’s getting better for retailers to convey to a

shopper, particularly during the pandemic, so during the pandemic people went in and out of grocery stores at

rapid paces. You can think of your own patterns if you did the grocery shopping. You probably had your list,

you went in, you got your list and you were out. You didn’t spend a lot of time treasure hunting, in other

words. That created actual challenges in and of itself, so I’ll talk about before the pandemic and then during

the pandemic. Before the pandemic, how you would do it is you would really speak to local on the shelf, and

you would want to be placed next to organic because you essentially want to convert not only non-organic

shoppers, but organic shoppers are probably going to be the first to convert over once they understand it.

What we have learned is that local is starting to become more popular than organic, so you would see a farm

tell their local story at the shelf with point-of-sale, branding on the clamshell itself would be really important

to ensure you’re calling out the attributes that are important to a consumer, things such as pesticide-free, non-

GMO, indoor-grown. Those types of things are really important when a consumer is at the shelf less than 10

seconds trying to make a decision. It’s about how much space do I have so they see me, and what is the

messaging that I’m calling out with either a shelf talker or a sign, and then what does my package itself call

attention to?

Very, very clearly the farmer has to tell that story at the shelf, because that’s the point of decision usually. If

I’m priced the same, those things are going to make a difference. The other thing that we would do to

differentiate is actually do sampling of lettuces at the shelf. In Whole Foods one of the things we would do,

much like if you go into Costco you walk the aisles and they’re sampling different types of things, we would

sample lettuces and tell the story to people tasting them. If we could get a consumer to taste the lettuce they

always bought it every single time. We also might use a coupon to initiate the first purchase, but what we

found is, on shoppers, once they purchased an indoor-grown product three times they always repeated, but we

had to get them to buy it three times. The point is, you’ve got to be in the right position in the store, you have

to have a great shelf set, and you have to have a great point of sale and great attributes on your packaging to

really speak clearly to the consumer. That is the number one driver of conversion. Some people get it, some

people don’t, but there is a constant growth, you will see it, of people converting over to these indoor methods.

One of the interesting things that happened though was when the pandemic occurred we couldn’t sample

products any more, we had to actually get more vocal in how we told the story. We used digital advertising or

e-mail advertising to talk to the retailers’ consumers to tell people what we were doing and tell that story, so

that when they got in the store they would know to look for us. One of the channels that actually grew the

fastest, which I thought was quite interesting, was e-commerce sales, so whether it was Amazon Pantry or the

local pick-up service, people that shopped digital were more open to trying indoor-grown products because

they appreciated the technological aspects of what indoor products represented. That indoor-grown

technology piece was also a concern to consumers, because some folks would say, “I don’t want my food grown

in a lab,” so we had to very clearly tell the story that this is actually more pure and better. It is not lab-grown,

it’s just a different growth cycle, so a lot of times we would put up videos, send information to consumers, we

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would do displays, so there were many different ways to talk to the consumer, so many marketing angles that

you could take advantage of. Those are the ways the consumers choose, so local being number one, all the

attributes I talked about, point-of-sale, consistent pricing, if you could sample doing it, and then driving that

message and amplifying it with digital marketing. That’s how you can get consumers to convert over, and once

they convert and they bite three times, you’ve got them.

[00:41:09]

Q: Could you clarify the organic vs indoor classification? Consumers are mostly worried about pesticides, so

could a product without pesticides be considered organic? What are the regulations around organic that don’t

apply to the indoor set-up? Are consumers interested in some of those challenges?

CC: To be clear, something I learned when I got into the industry is organic food actually uses organic

pesticides, so they are not pesticide-free, very different, and educating consumers on that point is one of the

critical points of education, because most people that buy organic think it’s pesticide-free, and that is not true.

That’s the first hurdle, is to make sure people understand that, and that doesn’t mean organic is bad, mind

you, it’s just they use organic pesticides, so they’re better pesticides than round-up, but there are still

pesticides involved. In an indoor farm, the majority of indoor farms, and it’s a good question to ask depending

on who’s being interviewed, they do not use pesticides. I know Bowery never used pesticides, or they were

pesticide-free, all the food was pesticide-free. Once consumers got that, that’s really important. That is

something to keep intact. Now, plants are not grown in soil on a vertical farm. Soil is a mixture of clay, sand

and silt, and Bowery use soil-like mediums including substrate called peat, and it emulated the environment

needed to germinate a seed. However, their plants are grown in a nutrient-rich soil that replaces the soil

entirely, so it’s cleaner, it emulates soil, but it is not soil, and so that is a differentiator. Some people really like

that and some people don’t.

One of the ways we got into Whole Foods was because one of their food purveyors that was known for finding

new opportunities, she always said, “I would never buy anything that wasn’t grown in soil,” and so of course

we took her through the whole process. Once she tasted and saw the farm and saw the purity of it she said, “I

never thought I could get something that tastes so hearty and so pure and flavourful, I would never go back.

It’s just as good or better than a soil-grown product.” All the words I’m using to tell you this, you can imagine

how hard it is to educate a consumer. It’s going to be an evolution, it’s not going to happen overnight. Same

way that organic didn’t happen overnight. Consumers that were used to field-grown product, they were used to

field-grown product, and then you say organic and people didn’t quite understand, “What does organic

mean?” There was this whole time of educating consumers on that, and now it’s a different evolution, and

we’re starting to educate consumers on indoor-grown.

[00:44:26]

Q: What are the key opportunities and limits across vertical farming categories? Which crops offer the highest

yields in the least amount of space? How does that vary across the different crop types?

CC: I think that’s an important point, because you can’t be all things to all people, at least at this point,

although you can grow things indoor, lettuces are a no-brainer, micro-greens you can grow indoor, herbs can

be grown indoor, you can even do root crops, onions, radishes, turnips. There are a number of things you can

grow indoor, so if it’s grown out of the ground you can do it. Corn, you cannot grow indoor. You can grow

strawberries indoor. That’s going to be the one big thing, once the person cracks that in a way that is scalable,

that is going to be a huge differentiator for that indoor-grown farm, so understanding what can be grown

indoors vs what is not optimal is the key point. Lettuces, herbs and root crops can definitely be grown inside.

Then you look at a sub-categorisation of that, and so within lettuces you have everything from green lettuce to

butterhead, to romaine, to speciality lettuces like kale and arugula and bok choy. The difference there is every

type of green grows differently, including herbs, they all grow at a different yield and they all require different

nutrients, different hydration, different airflow, different temperature, they need something different to be

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optimal. I can’t speak to others, so my apologies, I can only speak to Bowery as my personal experience. This is

one of the reasons Bowery did so well and will do well, is because of their machine learning and automation

and their Bowery operating system.

They’re taking millions of pictures while the plant is growing, and they know exactly when a seed was planted,

what was the seed, what was the airflow, what was the temperature, what were the nutrients, and what did we

learn, and so you can watch the crop grow, and when it starts to change colour you can pull it to see if

something happened. Did lights go off? Once you understand it you can optimise for yield that way. If you

don’t have those automation systems in place and machine learning, you’ll never be able to continue to

optimise on yield. That is one of the biggest differentiators that Bowery had in its favour, is its automation,

machine learning and proprietary software, and their leadership team candidly, and that’s minus me because I

left, but their entire team that is there is incredible, just incredible. If you just look at their credentials and

understand where they came from, that in itself should tell you a lot about Bowery. If you don’t specialise and

understand that you won’t be able to get the best yield out of your crop, and again, yield is profitability and

consistency. One of the challenges of an indoor farm today is arugula and spinach, and they’re solving for it

through seeding and breeding and understanding, but spinach needs to be grown at slightly cooler

temperatures.

Arugula has the tendency to get something called Pythium, which is not anything that would harm a consumer

to eat it, it’s like the plant gets a cold is how I like to explain it to the average person. That’s what makes sense

to me, because I’m an average person. It’s like it gets a cold, so it stunts its growth a bit, so if it gets Pythium,

like a person that has a cold, if I’m next to somebody else I can give that other person my cold, so you’ve got to

be careful that you don’t get Pythium. It won’t hurt a consumer if you have it and you eat it, you won’t even

notice it. It just means the plant’s not going to grow as well. If you don’t grow as well then you have poor yield

and poor yield is poor profit, so you have to find ways to manage those types of things in an indoor setting, so

that you get the best possible yield. If you can get it right, those types of crops are like gold on an indoor farm,

because spinach is the number one crop, it is the most popular crop out there for a lettuce. The folks that can

get that are going to be away ahead. Arugula is a great differentiator, so that also is a great way to set yourself

apart if you’re on an indoor farm. Understanding and asking the farming folks, “How do you ensure that

you’re constantly iterating and optimising for yield and consistency of the quality of a plant and flavour of a

plant?” those are the things that you’re going to start to be able to see, and as you get answers you’ll start to

understand how different farms are different.

[00:49:25]

Q: How have channel partnership strategies evolved since the pandemic? Is the demand for grocery shifting

from foodservice? How much exposure or opportunity is there in foodservice for vertical farms in packaged

food? Where are vertical farms focused on building partnerships?

CC: It’s a really good question. I do talk a lot about grocery because it’s my experience. I would say that when

you think about the size of the category, produce within all of grocery including mass merch, it’s a USD 70bn

industry right now. Then when you cut it into lettuce just in and of itself, it’s USD 7.5bn plus herbs are at USD

9bn. That’s just within the US. When you look worldwide at the opportunity of things that can be grown

indoor, I should have started there, if you look worldwide at the size of the prize of things that can be grown

indoor, it’s over USD 1tn worth of possible revenue, just the category that can grow indoor. Then when you

bring it into the US it’s in the hundreds of millions. When you then cut it in and say it’s grocery, you’re now

saying, “I’ve got a sub-segment of a segment of a segment,” but beyond grocery you do have foodservice. You

have a number of different channels out there, so I would say indoor farmers are differentiating there. The

majority are running in grocery, yes, because that’s where most people buy their food, and that’s where you

want to get that consumer, but some indoor farmers are also targeting restaurants, so AeroFarms is one that,

you probably know that name, came out of Newark, great leaders there. They are really focused on

differentiated type of categories in addition to grocery, so they do a lot in the foodservice sector, and even non-

traditional, they have partnerships with airlines and different things of this nature.

Bowery has foodservice, yes, they definitely do a big business in online grocery, as well as mass, as well as just

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traditional grocery. I think the opportunity is massive. There’s a whole foodservice industry out there. Think

about the Syscos of the world, and when you go to different entertainment venues or schools or hospitals,

there’s so much potential out there, but the focus has really been, “How do I get the grocery shopper to

convert?” because that’s really important to get that shopper. Mass is part of that as well, and then foodservice

helps tell the story, so when you can get a Tom Colicchio or Chef José Andrés as an investor and a partner and

they help you tell that story it really starts to tell a story of quality and differentiation. As you think about the

pandemic, what we did see shift was grocery sales declined slightly, and online sales grew exponentially. We

were fortunate that we had distribution in many online channels, Amazon being one, Walmart online grocery

being another. We were partners with Giant and they did home delivery as well, and what we saw is that when

the pandemic occurred, online sales more than quadrupled.

It was exceptional what happened, and those consumers are staying there, so as you know, today I work in a

retail digital space, and a lot of consumers that shifted their shopping patterns, even beyond grocery, but

shifted their patterns to buy online, such as some of your older demographics which thought that was

complicated in the past. Now that they’ve done it they actually see how easy it is and that they can get their

groceries delivered to the door, they love it and they’re staying with it. I think you are going to see more of a

shift to online grocery, last mile delivery with folks like Amazon Fresh, Walmart, last mile online grocery pick-

up and delivery, those types of players are going to do really well in this space, and it really resonates with

their consumers as well. Consumers are shifting even today as we speak, and the biggest thing that has

changed is the convergence to e-comm and people staying there.

[00:54:19]

Q: How much of a factor is the end of easy farming and tighter regulatory controls on certain farming types?

How much pressure is on the traditional side to clean up farming practices vs new approaches that some think

are going too far?

CC: I think people are comfortable with traditional farming because they understand it. I think it’s less of a

regulatory thing in traditional farming and organic farming, because their regulations have been there for

years and years, and pesticides are acceptable, organic pesticides are acceptable, they have process. The

challenge that they’re facing, candidly, is less regulatory and more just consistent supply. You have more forest

fires, you have more flooding, that is impacting supply, so it’s putting pressure in shifting the industry, so what

you’re seeing right now is greenhouses are growing the fastest of indoor growing. If you subscribe to a

company that provided that data, it could be Nielsen, it could be IRI, they would show you the size of the prize

in these things. As of a year ago, greenhouses were the largest across the US, and then when you looked indoor

there were very few players on indoor grown. Bowery was the largest at the time when I left, I don’t know

where it sits today, I haven’t seen recent numbers, but both greenhouse and indoor vertical farming were

significantly less than organic outdoor and traditional farming outdoor. What is happening though from a

regulation perspective, there are a number of food safety processes that you have to use when you’re growing

indoor, and so the best farms are already adhering to those food safety practices, and so they’re partnering

with various agencies to come in and have people check the cleanliness and ensure that there are food safe

standards to the degree that would be required in a restaurant.

Those standards are there. I think regulation will continue to evolve, which is a good thing, because the more

regulation evolves, the more mass indoor farming will become, so I think those are things that are all being

discussed, and so the evolution of the CEA, which is the Controlled Environment Association for indoor

farming, they have a big voice in that, and that’s why all indoor farmers have teamed together. You have the

likes of BrightFarms, Bowery, AeroFarms, just to speak of a few that are part of that organisation, all different

farms, and although they’re competitors they’re all working towards the same goal. They’re all working

together to lobby for the right regulation to really help lift their messaging and amplify what they do. I think

you will see more, but I think it’s actually a really good thing, because it will actually show how differentiated it

is, and it will allow the consumers that haven’t quite been exposed to see it on a whole different level.

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[00:57:53]

NH: Carmela, that’s a great place to conclude. Let me close by saying thank you very much for your time and

input today. Clients, thank you for joining Third Bridge Forum's Interview. If anyone would like to speak with

Carmela in a private call or meeting, please let your relationship manager know. Carmela, thanks again.

CC: Thank you so much, Nyree, and it’s so nice to speak to you, have a great day.

Transcription ends at 00:58:11 of the recorded material

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