DEF 14A of Alico, Inc., Jan 12, 2024

DEF 14A of Alico, Inc.

Filed Jan 12, 2024 · FY20230000003545-24-000019

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, eight directors are to be elected to hold office until the 2025 Annual Meeting and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal. The Board currently consists of eight (8) directors, Our current directors, who are also our Director Nominees for election at the Annual Meeting, are George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack. The Board has nominated each of the foregoing director candidates to serve as directors until the 2025 Annual Meeting. In accordance with our Restated Certificate of Incorporation, as amended from time to time, (the “Certificate of Incorporation”) and Bylaws, all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed from time to time by the Board, but shall consist of between seven (7) and eleven (11) directors. Our directors may be removed at any time for cause or without cause by the vote of the holders of a majority of the common stock then entitled to vote at an election of directors and the holders of a majority of the common stock then entitled to vote at any election of directors may fill the vacancy caused by such removal. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. All nominees have consented to being named in this Proxy Statement and have notified management that they will serve, if elected. In the event that any of George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of the Director Nominees will be unable to serve if elected. Each of the Director Nominees has consented to being named in this proxy statement and to serve if elected. In accordance with procedures established by the Nominating and Governance Committee any incumbent director who receives a greater number of votes “AGAINST” the director’s election than votes “FOR” is required to offer to submit his or her resignation to the Board following the shareholder vote. The Nominating and Governance Committee will consider and recommend to the Board whether to accept the resignation offer. The Board will act on such recommendation and publicly disclose its decision within 90 days following the shareholder vote. This process allows the Board the opportunity to identify and assess the reasons for the vote, including whether the vote is attributable to dissatisfaction with a director’s overall performance or is the result of shareholder views on a particular issue.

  2. Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025

    Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025 The following sets forth a brief summary of each nominee’s principal occupation, recent professional experience, other qualifications and directorships at other public companies in the past five years, if any, considered by the Nominating and Governance Committee and the Board.

  3. Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025

    | Nominee | Age | Position with the Company, if any | Business Experience and Qualifications | | George R. Brokaw | 56 | Chairman | George R. Brokaw has served on the Board of Directors since November 2013, and as Chairman of the Board of Directors since February 2022. Prior to that, he served as Executive Vice Chairman of the Board of Directors from December 2016 until December 2019. Since October 2013, Mr. Brokaw has served as a private investor through Wilson Capital Management, LLC. Mr. Brokaw previously held senior roles at Highbridge Capital Management, Perry Capital, LLC, and Lazard Freres and Co. LLC. Mr. Brokaw is also a member of the Board of Directors of DISH Network Corporation (NYSE: DISH), CTO Realty Growth, Inc. (NYSE: CTO) and several other private boards. He has significant public company Audit, Compensation and Nominating & Executive Committee experience. He also serves on several not-for profit boards including the French American Foundation, Huguenot Society of America and the Society of Mayflower Descendants. He previously served as a director to several public and private companies, including: Modern Media Acquisition Corp., North American Energy Partners Inc., Capital Business Credit LLC, Timberstar, Capital Business Credit LLC, Exclusive Resorts, LLC, and Value Place Holdings LLC. Mr. Brokaw received a B.A. from Yale University and a J.D./M.B.A. from the University of Virginia. | | Katherine R. English | 59 | Director | Ms. English has served on the Board of Directors since August 2020, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture and environmental and land use law. Ms. English has served as a Partner at Pavese Law Firm since January 2000. Her practice supports legacy agricultural businesses in obtaining and protecting entitlements required to support and improve their properties' value, productivity, and flexibility. She has particular experience representing companies whose key businesses are farming, conservation and development. Ms. English has also served as a Limited Partner at English Family Limited Partnership, a family farm on the banks of the Caloosahatchee River in Alva, Florida, since 1999. She serves on several committees supporting agriculture, agricultural education and environmental policy and also serves on the Florida Commission on the Status of Women, as an appointee of the Florida Commissioner of Agriculture for a term from 2023 to 2025. She is a graduate of the Wedgworth Leadership Institute for Agriculture and Natural Resources at the University of Florida. Ms. English received a B.A. in English from the University of Florida and a J.D degree from Mercer University Walter F. George College of Law. |

  4. Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025

    | Benjamin D. Fishman | 47 | Director | Mr. Fishman has served on the Board of Directors since November 2013, and previously served as the non-employee Executive Chairman from July 2019 to February 2022. He brings to the Board of Directors extensive knowledge and experience in the agriculture industry. From November 2018 to July 2019, Mr. Fishman served as Interim President of Alico. From 2007 until 2021, Mr. Fishman was a Managing Director of the Continental Grain Company (“CGC”), a global investor, owner and operator of companies with more than 200 years of history across the food and agribusiness spectrum. From 1998 until 2000, he served as a Strategic and Financial Analyst for CGC. Mr. Fishman left CGC in 2000 to co-found The Grow Network, which was sold to the McGraw–Hill Companies in 2004. In 2005, he was a National Finalist for the White House Fellowship. Mr. Fishman returned to CGC in 2005 and helped to establish CGC’s investment activities. Mr. Fishman currently serves as Chairman of the Board Regenified, Inc. and he is a Member of the Alumni Council of Collegiate School in New York City. Mr. Fishman received a B.A. in political theory from Princeton University. | | John E. Kiernan | 56 | Director, President and Chief Executive Officer | President and Chief Executive Officer of the Company since July 2019 and on the Board of Directors since February 2020. Prior to serving as President and Chief Executive Officer, Mr. Kiernan served as Executive Vice President and Chief Financial Officer from June 2015 to June 2019). Before joining Alico, Mr. Kiernan served as the Chief Financial Officer of Greenwich Associates, a private global research-based consulting firm serving the financial services industry. He previously worked as the Treasurer and SVP for Capital Markets & Risk Management for Global Crossing until its sale to Level 3 in 2011. He also previously served as the Vice President of Investor Relations for Misys plc, which maintained a public listing on the London Stock Exchange and a Nasdaq listing for one of its subsidiaries, and as a Director of Corporate Development for IBM. Earlier in his career, Mr. Kiernan spent 12 years as an investment banker and specialized in IPOs and M&A for technology companies during his tenure at Bear, Stearns, where he earned the title of Managing Director. Mr. Kiernan has been a member of the Board of Directors for Codorus Valley Bancorp, Inc. (Nasdaq: CVLY), parent company of PeoplesBank, since April 2022, and serves on its Corporate Governance and Nominating Committee, Audit Committee, and Compensation Committee. He is a Certified Treasury Professional and is National Association of Corporate Directors Directorship Certified. Mr. Kiernan received a B.A. in Finance and History from Saint Vincent College, an M.B.A. from the Darden Graduate School of Business Administration and a J.D. from the University of Virginia School of Law. |

  5. Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025

    | W. Andrew Krusen, Jr. | 75 | Director | Mr. Krusen has served on the Board of Directors since November 2013, and brings to the Board of Directors extensive knowledge and experience in the areas of business leadership, finance and capital markets and real estate. Mr. Krusen has served as Non–Executive Chairman of Dominion Financial Group, Inc., a merchant banking organization that provides investment capital to the natural resources, communications and manufacturing and distribution sectors since May 1983. He has also served as the managing member of Krusen – Douglas, LLC, a large landowner in the Tampa, Florida area since January 2001. Mr. Krusen also currently serves as a director of several privately held companies. He is currently a director and chairman of Florida Capital Group, Inc. – a Florida bank holding company, as well as Florida Capital Bank, N.A., its wholly owned subsidiary. Mr. Krusen previously served as a director to several public and private companies, including Exactech, Inc. from June 2014 until February 2018, and Beall’s, Inc., and as Chairman of Tampa's Museum of Science and Industry. Mr. Krusen is a former member of the Young Presidents’ Organization and is currently a member of the World President’s Organization and the Society of International Business Fellows. Mr. Krusen received a B.A. in Geology from Princeton University. | | Toby K. Purse | 51 | Director | Mr. Purse has served on the Board of Directors since April 2019, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture, business leadership and finance. Since 2004 Mr. Purse has served in various roles at Lipman Family Farms, the largest open-field tomato grower in North America, including currently serving as the Chief Operating Officer and previously serving as Chief Administrative Officer and Chief Financial Officer. Mr. Purse is a member of the Florida Tomato Committee, the Florida Tomato Growers Exchange and the Florida Tomato Exchange. Mr. Purse received a B.A. and Masters in Accounting from the University of South Florida. |

  6. Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025

    | Adam H. Putnam | 49 | Director | Mr. Putnam has served on the Board of Directors since August 2020, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture, sustainability, climate change, supply chain, business leadership and finance. Mr. Putnam has served as the Chief Executive Officer of Ducks Unlimited, a U.S. nonprofit organization dedicated to the conservation of wetlands and associated upland habitats for waterfowl, other wildlife, and people since April 2019. Prior to Ducks Unlimited, he served as Florida’s Commissioner of Agriculture from 2011 until 2019, where he focused on fostering the growth of Florida agriculture and protecting the state’s water supply, among other issues and was a US Congressman for five terms, from 2001 until 2011, where he engaged on issues such as agriculture, water and energy. He also was the House Republican Conference Chair from 2007 until 2009. Due to Mr. Putnam’s public policy and public service experience, he brings to the board expertise in understanding and navigating the physical and transition risks and opportunities of climate change, and together with his knowledge of sustainability, water supply, and agricultural operations within Florida’s regulatory environment, Mr. Putnam contributes to the board’s effective oversight of environmental, social, and governance (ESG) and climate change issues. Mr. Putnam also leverages his scientific training and public policy experience to advocate for natural climate solutions. A fifth generation Florida farmer and rancher, Mr. Putnam serves on the advisory board for AgAmerica Lending and is a founding director of Leading Harvest, which advances agricultural sustainability practices across the supply chain, as well as on the boards of various non-profit and private organizations. Mr. Putnam received a B.S. in Food and Resource Economics from the University of Florida. |

  7. Nominees for Directors to be Elected at the 2024 Annual Meeting of Shareholders to Serve Until 2025

    | Henry R. Slack | 73 | Director | Mr. Slack has served on the Board of Directors since November 2013, and had served as Executive Chairman from December 31, 2016 to June 30, 2019. He brings to the Board of Directors extensive experience in the areas of business, finance and capital markets. Mr. Slack is managing director of Quarterwatch LLC, and was on the Board of W.R. Grace & Co. between 2019 and 2021. He was Chairman of Terra Industries, an international nitrogen-based fertilizer company, from 2001 until 2010. For many years he has also served as a director of E. Oppenheimer and Son International Limited, formerly a private investment and family holding company. He was Chief Executive Officer of Minorco SA, an international mining company, from 1991 until 1999, when that company merged with Anglo American Corporation to form Anglo American plc. Mr. Slack was a member of the board of directors and the executive committee of Anglo American Corporation, an international mining finance company, from 1981 until 1999. He was on the board of directors of Salomon Brothers Inc., from 1982 to 1988, SAB Miller plc., one of the world’s largest brewers, from 1998 to 2002, and for more than 20 years on the board of Engelhard Corporation until its acquisition in 2006. Mr. Slack received a B.A. in History from Princeton University. |

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. 2023 Director Compensation

    2023 Director Compensation The following table provides information concerning the compensation of the Company’s directors for the fiscal year ended September 30, 2023. As of September 30, 2023, there were no stock options outstanding for any director, relating to director services. Accordingly, the column for such information has been omitted from the table below. For a complete understanding of the table, please read the footnotes and the narrative disclosures that follow the table.

  10. 2023 Director Compensation

    | | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Name | ($) | ($) | ($) | | George R. Brokaw | $— | $75,000 | $75,000 | | Katherine R. English | $— | $80,000 | $80,000 | | Benjamin D. Fishman | $— | $75,000 | $75,000 | | W. Andrew Krusen, Jr. | $— | $85,000 | $85,000 | | Toby K. Purse | $— | $80,000 | $80,000 | | Adam H. Putnam | $— | $80,000 | $80,000 | | Henry R. Slack | $— | $75,000 | $75,000 | | R. Greg Eisner (2) | $— | $37,500 | $37,500 |

  11. 2023 Director Compensation

    (1)Totals represent the value of common stock received in lieu of cash fees pursuant to each director’s election under the Stock Incentive Plan of 2015 and the Director Compensation Plan, as recognized for financial statement reporting purposes with respect to fiscal year 2023, which for all grants were equal to the grant date fair value, computed in accordance with FASB ASC 718. Directors who so elect are granted shares of common stock in lieu of cash fees on a quarterly basis each year. All awards are vested upon grant and thus there are no outstanding unvested stock awards. (2)Mr. Eisner ceased serving as a member of the board following the Company’s annual meeting of shareholders on February 23, 2023.

  12. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  13. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(c) | Bonus(d) | Stock Awards(e) | Non-Equity Incentive Plan Compensation(f) | All Other Compensation(i) | Total(j) | | John E. Kiernan (1) | 2023 | $424,519 | $90,000 | $— | $294,660 | $31,763 | $840,943 | | President and Chief Executive Officer | 2022 | $386,308 | $125,000 | $778,050 | $— | $52,725 | $1,342,083 | | | 2021 | $360,000 | $300,000 | $103,505 | $— | $32,622 | $796,127 | | Brad Heine (2) | 2023 | $29,615 | $5,000 | $— | $— | $12,000 | $46,615 | | Chief Financial Officer | 2022 | $— | $— | $— | $— | $— | $— | | | 2021 | $— | $— | $— | $— | $— | $— | | Danny Sutton (3) | 2023 | $288,747 | $30,000 | $— | $— | $24,732 | $343,478 | | President of Citrus | 2022 | $292,713 | $50,000 | $25,026 | $— | $25,741 | $393,480 | | | 2021 | $275,000 | $75,000 | $20,649 | $— | $25,638 | $396,287 | | James Sampel (4) | 2023 | $225,760 | $22,500 | $— | $— | $20,034 | $268,294 | | Chief Information Officer | 2022 | $228,860 | $35,000 | $17,525 | $— | $20,371 | $301,756 | | | 2021 | $215,000 | $52,500 | $15,009 | $— | $20,026 | $302,535 | | Perry Del Vecchio (5) | 2023 | $232,616 | $— | $— | $— | $97,961 | $330,576 | | Chief Financial Officer | 2022 | $12,923 | $25,000 | $25,025 | $— | $374 | $63,322 | | | 2021 | $— | $— | $— | $— | $— | $— |

  14. SUMMARY COMPENSATION TABLE

    (1)Mr. Kiernan began serving as President and Chief Executive Officer on July 1, 2019. Prior to serving as President and Chief Executive Officer, Mr. Kiernan served as Senior Vice President and Chief Financial Officer. (2)Mr. Heine began serving as a consultant on July 31, 2023, and as Chief Financial Officer on August 16, 2023. (3)Mr. Sutton began serving as President and GM of Alico Citrus on November 1, 2017. Prior to serving as President and GM of Alico Citrus, Mr. Sutton served as Alico's Vice President of Citrus Operations. (4)Mr. Sampel began serving as Chief Information Officer on December 31, 2015. (5)Mr. Del Vecchio began serving as Chief Financial Officer on September 6, 2022 and continued in that capacity until his resignation on August 16, 2023. Salary (Column (c)) The amounts reported in Column (c) represent base salaries paid to each of the NEOs for each of the last three completed fiscal years. In addition, the amount reported for Mr. Kiernan for fiscal year 2023 reflects the annual cash retainer paid to Mr. Kiernan for his service as a director in the amount of $75,000. Bonuses (Column (d)) The amounts reported in Column (d) represent discretionary bonuses paid to each of the NEOs for the last three completed fiscal years (or fewer, as applicable), as indicated. Mr. Heine’s discretionary bonus for fiscal year 2023 was prorated to reflect his employment start date with us. In addition, as Mr. Del Vecchio resigned from his employment prior to the end of fiscal year 2023 he was not eligible to receive a discretionary bonus for such year. Stock Grants (Column (e)) The amount reported in Column (e) represents the grant date value of shares granted under Restricted Stock Award Agreements entered into by the CEO and the Company and by certain of the NEOs. During fiscal year 2022, the CEO and the Company entered into Restricted Stock Award Agreements on October 15, 2021, April 1, 2022 and May 18, 2022. Mr. Sutton and Mr. Sampel and the Company entered into Restricted Stock Award Agreements on November 5, 2021, and Mr. Del Vecchio and the Company entered into a Restricted Stock Award Agreement on September 6, 2022. Non-Equity Incentive Plan Compensation (Column (f)) The amount reported in this column reflects the long-term real estate bonus earned by Mr. Kiernan pursuant to the Kiernan Bonus Agreement. For further information, see “Executive Compensation—Employment Agreements with Named Executive Officers” below. All Other Compensation (Column (i)) The amounts reported in Column (i) represent the aggregate dollar amount for each NEO for perquisites and other personal benefits and Company contributions to the Company’s 401(k) retirement plans. The following table shows and explains the specific amounts included in Column (i) of the Summary Compensation Table for fiscal year 2023. Under SEC rules, the Company is required to identify by type all perquisites and other personal benefits for an NEO if the total value for that individual equals or exceeds $10,000, and to report and quantify each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount for that individual. For purposes of uniformity, all information regarding perquisites has been provided for each NEO, not just those meeting the $10,000 threshold.

  15. SUMMARY COMPENSATION TABLE

    | Name | Perquisites and Other Personal Benefits (1) | Company Contributions to Retirement Plan | Insurance Premiums (2) | Consulting Fees (3) | Separation Payments (4) | Total | | John E. Kiernan | $2,228 | $11,400 | $18,135 | $— | $— | $31,763 | | Brad Heine | $— | $— | $— | $12,000 | $— | $12,000 | | Danny Sutton | $2,068 | $11,400 | $11,264 | $— | $— | $24,732 | | James Sampel | $1,550 | $7,294 | $11,190 | $— | $— | $20,034 | | Perry Del Vecchio | $— | $6,905 | $13,404 | $— | $77,652 | $97,961 |

  16. SUMMARY COMPENSATION TABLE

    (1)Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company, including but not limited to, the amount of the dividends paid on unvested stock and the cost to the Company for Company cars used for commuting and other personal transportation. (2)Represents applicable premiums paid on health and life insurance policies for each of the NEOs. (3)Represents the amount of consulting fees paid to Mr. Heine pursuant to his consulting agreement with the Company. Mr. Heine began serving as a consultant on July 31, 2023, and as Chief Financial Officer on August 16, 2023. (4)We entered into a separation and release of claims agreement with Mr. Del Vecchio in connection with his termination, pursuant to which Mr. Del Vecchio received a cash separation payment of $60,000 and accelerated vesting of 747 outstanding shares of restricted stock with a value of $17,652. Total Compensation (Column (j)) The amounts reported in Column (j) are the sum of Columns (c) through (i) for each of the NEOs. All compensation amounts reported in Column (j) include amounts actually paid or awarded; there were no amounts of compensation deferred and thus the Column (j) totals include no deferrals.

  17. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023

  18. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock (#) | Grant date fair value of stock and option awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John E. Kiernan | 4/1/2022 ABP | 110,000(1) | 320,000(1) | 330,000(1) | — | — | — | — | — | | | 4/1/2022 LTIP | 200,000(2) | 600,000(2) | 1,000,000(2) | — | — | — | — | — |

  19. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)These amounts represent the sum of (i) the potential performance-based annual cash incentive awards payable for performance during fiscal year 2023 under the Kiernan Bonus Agreement, with the respective amounts based on the extent to which the adjusted EBITDA threshold (based on the Company’s budgeted target for adjusted EBITDA) and the return on invested capital threshold (based on 100% of Six Year Olympic Average of Return on Invested Capital as the target) are achieved and (ii) for the target amount, the potential discretionary bonus of $100,000. For fiscal year 2023, a discretionary bonus of $90,000 was awarded. (2)These amounts represent the potential performance-based cash incentive awards payable for performance measured over a long-term period of October 1, 2021 through and including September 30, 2024, under the Kiernan Bonus Agreement, with the respective amounts based on (i) the extent to which certain specified dollar amounts of cumulative operating cash flow for the long-term period are achieved and (ii) the extent to which certain specified dollar amounts of cumulative return of capital for the long-term period are achieved. Although the Kiernan Bonus Agreement also contemplates the potential for additional long-term real-estate incentive awards based a percentage of net sales proceeds from the approved sales of Alico ranch acreage which percentage (i.e., a percentage of between 0.6% and 1.1%) is in turn based on the gross sales price per acre in each respective sale, no amounts are included in the table as the Company does not believe, given the uncertainty as to if and when any such sales may occur, it can reasonably determine a meaningful estimate of such additional long-term bonus amount. For fiscal year 2023, Mr. Kiernan earned a long-term real estate bonus of $294,660.

  20. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023 The following table shows the number of exercisable and unexercisable stock options and stock grants held by our named executive officers at September 30, 2023.

  21. Outstanding Equity Awards at Fiscal Year End 2023

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units or Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | John E. Kiernan | 9/7/2018 | 22,500 | — | — | 33.60 | 12/31/2026 | — | — | — | — | | | 4/1/2022 | — | — | — | — | — | 5,000(1) | 124,800 | — | — | | | 5/18/2022 | — | — | — | — | — | 12,500(1) | 312,000 | — | — | | Danny Sutton | 10/11/2019 | 8,000 | — | — | 33.96 | 12/31/2026 | — | — | — | — |

  22. Outstanding Equity Awards at Fiscal Year End 2023

    (1)One-half of the restricted shares are scheduled to vest on January 1, 2025, subject to there being no termination of service for Mr. Kiernan having occurred, and the remaining shares are schedule to vest on January 1, 2026, in each case subject to no termination of service for Mr. Kiernan having occurred as of or prior to the vesting date. If, prior to the vesting date, such a termination of service occurs (i) without Cause; (ii) following a Change in Control, due to resignation for Good Reason; (iii) due to death; or (iv) due to Disability (as such terms are defined in the restricted stock awards), then any unvested restricted shares shall fully vest. If such a termination of service occurs for any other reason, then any unvested restricted shares would be forfeited. (2)Based on the closing trading price of our common stock on September 30, 2023 of $24.96.

  23. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023

  24. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | John E. Kiernan | — | $— | — | $— | | Perry Del Vecchio | — | $— | 747 | $17,652 | | Danny Sutton | — | $— | 674 | $16,088 | | James Sampel | — | $— | 472 | $11,267 |

  25. Pension Benefits

    Pension Benefits

  26. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in any nonqualified defined contribution plan.

  27. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control John E. Kiernan Under the terms of the Kiernan Employment Agreement, if the Company terminates Mr. Kiernan’s employment without “Cause” or if, following a “Change in Control” of the Company, Mr. Kiernan resigns for “Good Reason” (each as defined in the Kiernan Employment Agreement), then Mr. Kiernan will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims and subject to his compliance with the restrictive covenants set forth in the Kiernan Employment Agreement, an amount equal to 150% of his base salary for the most recently completed fiscal year, paid in equal installments for the 18-month period following the Date of Termination (as defined in the Kiernan Employment Agreement). In addition, during the 18-month period following the Date of Termination, the Company will provide to Mr. Kiernan the same health care benefit coverage being made available to similarly situated active Company employees (at no cost to Mr. Kiernan in excess of the employee premium cost applicable to similarly situation active Company employees). If a Change in Control (as defined in the Kiernan Bonus Agreement) occurs (i) on or after September 30, 2024, but prior to payment of the Kiernan Long Term Retention Bonus, then Mr. Kiernan would be entitled to receive the entire Kiernan Long Term Retention Bonus, or (ii) after the Effective Date but prior to September 30, 2024, then Mr. Kiernan would be entitled to receive a pro-rata portion of the Kiernan Long Term Retention Bonus. Under the terms of the Kiernan Bonus Agreement, Mr. Kiernan is also eligible to earn a transaction bonus upon a Change in Control that occurs during the Kiernan Long Term Period so long as he remains continuously employed by the Company or its affiliates through the closing of such Change in Control. The amount of the transaction bonus is a percentage of the market capitalization associated with the Change of Control transaction, which is determined by multiplying the number of issued and outstanding shares by the sales price per share in the Change of Control transaction. The percentage that is applied to determine the transaction bonus is dependent on the dollar amount of the sales price per share, with the percentage applied being higher if the sales price per share is higher. The following table sets forth the respective percentages:

  28. Potential Payments upon Termination or Change of Control

    | Sale Price Per Share | Percentage Applied | | >$35 and <$40 | 0.25% | | ≥$40 and <$45 | 0.50% | | ≥$45 and <$50 | 0.75% | | ≥$50 and <$55 | 1.00% | | ≥$55 | 1.25% |

  29. Potential Payments upon Termination or Change of Control

    The restricted shares granted in connection with the Kiernan Bonus Agreement will also fully vest upon a Termination of Service by the Company without Cause or, following a Change in Control, due to a resignation by Mr. Kiernan for Good Reason (each as defined in the respective award agreement). Danny Sutton The Sutton Offer Letter provides that, if the Company terminates Mr. Sutton’s employment without “cause,” including following a change of control of the Company, then Mr. Sutton will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims, (i) cash severance, payable in weekly installments, in an amount equal to 26 weeks of the annual base salary if such termination occurs prior to December 31, 2019, (ii) cash severance, payable in weekly installments, in an amount equal to 52 weeks of the annual base salary if such termination occurs prior to December 31, 2020, but subsequent to December 31, 2019, and (iii) cash severance, payable in weekly installments, in an amount equal to 78 weeks of the annual base salary if such termination occurs subsequent to December 31, 2020 or at any time after a change of control. The following table sets forth estimates of the amounts payable to each of the NEOs under their respective employment agreements, assuming a change of control occurred on September 30, 2023 or the NEO experienced a qualifying termination of employment under his agreement on September 30, 2023. 2015 Stock Plan Pursuant to the Company’s 2015 Stock Plan, upon the occurrence of a “Change in Control” (as defined in the 2015 Stock Plan), all outstanding time-based equity awards will accelerate and vest unless otherwise provided in the applicable award agreement and all outstanding performance-based equity awards which are not replaced in connection with the transaction will deemed to be earned and vest on a pro rata basis, with performance achievement determined based on the greater of target and actual performance.

  30. Potential Payments upon Termination or Change of Control

    | Named Executive Officer | Termination Without Cause prior to Change -in-Control (1) (2) | Termination of Employment for Death or Disability (2) | Change -in-Control (3) | Termination Without Cause or Resignation for Good Reason Following a Change-in- Control (4) | | John E. Kiernan | $1,396,163 | $731,460 | $731,460 | $1,396,163 | | Danny Sutton | $433,121 | $— | $— | $433,121 |

  31. Potential Payments upon Termination or Change of Control

    (1)Severance amounts in this table would be payable over 18 months for Mr. Kiernan and Mr. Sutton. (2)Represents the value of unvested equity awards held by Mr. Kiernan on September 30, 2023 that would be subject to accelerated vesting, based on the closing trading price of our common stock as of September 30, 2023 of $24.96. In addition, represents the Long-term Real Estate Bonus payable to Mr. Kiernan, which is earned based on the closing of certain approved acreage sales throughout the performance period and paid annually. (3)Represents the Long-term Real Estate Bonus payable to Mr. Kiernan pursuant to the Kiernan Bonus Agreement and the value of unvested equity awards held by Mr. Kiernan on September 30, 2023 that would be subject to accelerated vesting, based on the closing trading price of our common stock as of September 30, 2023 of $24.96. Mr. Kiernan would not be eligible to receive any other portion of his long-term retention bonus under the Kiernan Bonus Agreement. Based on the Company’s closing trading price of our common stock of $24.96 on September 30, 2023, Mr. Kiernan also would not be entitled to a transaction bonus under the Kiernan Bonus Agreement. (4)For Mr. Kiernan, represents (i) the severance amounts payable to him under the Kiernan Employment Agreement, (ii) the Long-term Real Estate Bonus payable to Mr. Kiernan pursuant to the Kiernan Bonus Agreement and (iii) the value of unvested equity awards held by Mr. Kiernan on September 30, 2023 that would be subject to accelerated vesting, based on the closing trading price of our common stock as of September 30, 2023 of $24.96. Mr. Kiernan would not be eligible to receive any other portion of his long-term retention bonus under the Kiernan Bonus Agreement and based on the Company’s closing trading price of our common stock of $24.96 on September 30, 2023, Mr. Kiernan also would not be entitled to a transaction bonus under the Kiernan Bonus Agreement. For Mr. Sutton, represents the severance amounts payable to him under the Sutton Offer Letter.

  32. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the CEO. We believe that executive pay should be internally consistent and equitable to motivate our employees to create shareholder value. The annual total compensation for fiscal year 2023 for Mr. Kiernan, our current President and CEO, was $840,943 as reported under the heading “Summary Compensation Table”. Our median employee’s total compensation for fiscal year 2023 was $50,753. As a result, we estimate that Mr. Kiernan’s fiscal year 2023 total compensation was approximately 17 times that of our median employee. Our CEO-to-median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining fiscal year 2023 total compensation consisting of base salary, annual bonus amounts, stock-based compensation (based on the grant date fair value of awards during fiscal year 2023) and other incentive payments for all full-time, part-time, seasonal and hourly employees who were employed by the Company on September 30, 2023, other than our CEO. After identifying the median employee based on fiscal year 2023 total compensation, we calculated annual total compensation for such median employee using the same methodology we use for our named executive officers as set forth in the “Total” column in the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  33. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended September 30, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

  34. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income ($) (in 000s) | Adjusted EBITDA (in 000s) (3) | | 2023 | $840,943 | $783,543 | $247,241 | $244,996 | $97 | $325 | $1,658 | $(16,055) | | 2022 | $1,342,083 | $1,135,994 | $259,046 | $207,388 | $109 | $281 | $11,886 | $13,406 | | 2021 | $796,127 | $686,042 | $364,207 | $356,563 | $125 | $222 | $34,820 | $25,267 |

  35. Pay Versus Performance Table

    ________________________ (1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  36. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | John E. Kiernan | Brad Heine, Perry Del Vecchio, Danny Sutton, James Sampel | | 2022 | John E. Kiernan | Danny Sutton, James Sampel, Perry Del Vecchio, Rich Rallo | | 2021 | John E. Kiernan | Danny Sutton, James Sampel, Rich Rallo |

  37. Pay Versus Performance Table

    Compensation actually paid to our PEO represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  38. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2023 | $840,943 | $— | $(57,400) | $783,543 | | 2022 | $1,342,083 | $(778,050) | $571,961 | $1,135,994 | | 2021 | $796,127 | $(103,505) | $(6,580) | $686,042 |

  39. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value adjustments have been made using the stock price and performance achievement as of the date of measurement; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments for our PEO for each applicable year are as follows:

  40. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2023 | $— | $(57,400) | $— | $— | $— | $(57,400) | | 2022 | $494,200 | $— | $92,575 | $9,985 | $(24,799) | $571,961 | | 2021 | $122,545 | $(129,125) | $— | $— | $— | $(6,580) |

  41. Pay Versus Performance Table

    Average Compensation actually paid to our non-PEO NEOs represents the average amount of “Compensation Actually Paid” to such NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid that reflect stock price changes and changes in performance achievement, using the same methodology described above in Note (b):

  42. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $247,241 | $— | $(2,245) | $244,996 | | 2022 | $259,046 | $(23,150) | $(28,508) | $207,388 | | 2021 | $364,207 | $(17,853) | $10,209 | $356,563 |

  43. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

  44. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $— | $— | $— | $(2,113) | $(132) | $— | $(2,245) | | 2022 | $13,365 | $(43,165) | $— | $1,292 | $— | $— | $(28,508) | | 2021 | $21,137 | $(10,928) | $— | $— | $— | $— | $10,209 |

  45. Pay Versus Performance Table

    The fair values of restricted stock awards and stock options included in the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards for grant date fair value purposes. Restricted stock fair values are based on our stock price at the respective measurement dates. Performance stock option fair values are valued using a Monte Carlo simulation which utilizes multiple input variables including historical volatility, dividend yield and risk-free rate in order to estimate the probability of satisfying the performance objectives established for the applicable award. For information on the inputs to our Monte-Carlo simulations, see Note 9. Common Stock and Options to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2020. Restricted Stock:

  46. Pay Versus Performance Table

    | Valuation Date | 9/30/2020 | 9/30/2021 | 1/1/2022 | 9/30/2022 | 1/1/2023 | 9/30/2023 | | Stock Price | $28.62 | $34.24 | $37.03 | $28.24 | $23.87 | $24.96 |

  47. Pay Versus Performance Table

    Performance Option Valuations:

  48. Pay Versus Performance Table

    | Valuation Date | 9/30/2020 | 9/30/2021 | 9/30/2022 | | Stock Price | $28.62 | $34.24 | $28.24 | | Historical Volatility | 34.80% | 33.62% | 35.76% | | Risk-free Rate | 0.40% | 1.03% | 4.04% | | Dividend Yield | 1.16% | 5.52% | 5.88% |

  49. Pay Versus Performance Table

    (2)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Peer Group (as defined below). Although the Company is a smaller reporting company and not required to provide the performance graph under Regulation S-K Item 201(e) in its Annual Report on Form 10-K for the year ended September 30, 2023, the Company has selected Forestar Group, Inc., Limoneira Company, The St. Joe Company, Tejon Ranch Co. and Texas Pacific Land Trust as its peer group (the “Peer Group”) in accordance with the requirements of Item 201(e). (3)Adjusted EBITDA is a non-GAAP measure. EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, depletion and amortization. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, depletion and amortization and adjustments for non-recurring transactions or transactions that are not indicative of our core operating results, such as gains or losses on sales of real estate, property and equipment and assets held for sale.

  50. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended September 30, 2023: •Adjusted EBITDA; •Return on Investment; and •Stock Price.