DEF 14A of Mission Produce, Inc.
Filed Feb 24, 2026 · FY20250001140361-26-006551
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS Our Board of Directors currently consists of eleven members. In December 2025, the Company announced the retirement of Mr. Beebe, effective at the close of the 2026 Annual Meeting. In addition, Ms. Lind will not stand for re-election at the 2026 Annual Meeting. As a result, the Board of Directors will be comprised of nine members upon the close of the 2026 Annual Meeting. The Board of Directors has reduced the size of the Board of Directors to 10 members immediately prior to the 2026 Annual Meeting, and to nine members immediately following the 2026 Annual Meeting. Mr. Sims, Ms. Flanagan, and Mr. Stone were appointed to the Board of Directors in May 2025, June 2025, and November 2025, respectively. Mr. Sims was identified as a director candidate by an independent third-party search firm used by the Nominating and Corporate Governance Committee to assist with identifying qualified director candidates. Ms. Flanagan and Mr. Stone were identified as director candidates by members of the Board of Directors. In accordance with our Certificate of Incorporation, our Board of Directors is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, until his or her successor is elected and qualified, or, if earlier, until his or her earlier death, resignation, disqualification, or removal. Our directors are currently divided amongst the following three classes:
ITEM 1: ELECTION OF DIRECTORS
| Class | Current Class Composition | Upcoming Changes* | Class Composition After 2026 Annual Meeting (Assuming All Nominees Elected) | | Class III - Term Expiring 2026 Annual Meeting | Stephen J. Barnard Laura Flanagan Bonnie C. Lind* Linda B. Segre | *Ms. Lind will not stand for re-election at the 2026 Annual Meeting | Stephen J. Barnard Laura Flanagan Linda B. Segre | | Class I - Term Expiring 2027 Annual Meeting | Stephen A. Beebe* Jay A. Pack Tony Bashir Sarsam Douglas M. Stone | *Mr. Beebe will retire from the Board effective at the close of the 2026 Annual Meeting | Jay A. Pack Tony Bashir Sarsam Douglas M. Stone | | Class II - Term Expiring 2028 Annual Meeting | Luis A. Gonzalez Bruce C. Taylor Michael B. Sims | | Luis A. Gonzalez Bruce C. Taylor Michael B. Sims |
ITEM 1: ELECTION OF DIRECTORS
Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Stephen J. Barnard, Laura Flanagan, and Linda B. Segre for re-election to the Board of Directors at the 2026 Annual Meeting for three-year terms expiring at the 2029 annual meeting of stockholders, until the director’s successor is elected and qualified, or, if earlier, until the director’s earlier death, resignation, disqualification, or removal.
Board of Directors Overview
Board of Directors Overview The following table provides an overview of the composition of our Board of Directors following the 2026 Annual Meeting, assuming the nominees up for re-election at the 2026 Annual Meeting are elected.
Board of Directors Overview
| | S. Barnard | L. Flanagan | L. Gonzalez | J. Pack | T. Sarsam | L. Segre | M. Sims | D. Stone | B. Taylor | | Age | 73 | 58 | 75 | 73 | 64 | 65 | 67 | 60 | 69 | | Director Since | 1983 | 2025 | 2011 | 2008 | 2023 | 2020 | 2025 | 2025 | 2001 | | Independent | No | Yes | No | Yes | Yes | Yes | Yes | Yes | Yes | | Compensation | | | | | Member | Chair | | Member | | | Audit | | Member | | Member | | | Chair | | | | Nominating & Corporate Governance | | Chair | | Member | | | | | Member | | Additional Appointments | Executive Chairman | | | | | Lead Independent Director | Financial Expert | | |
Board of Directors Overview
Currently, Mr. Beebe, age 81, serves as Chair of the Nominating and Corporate Governance Committee and Chairman of the Board of Directors. Mr. Beebe has served as a director since 1995 and is retiring from the Board of Directors, effective immediately following the 2026 Annual Meeting. Ms. Flanagan will succeed Mr. Beebe as Chair of the Nominating and Corporate Governance Committee and Mr. Barnard will succeed as Executive Chairman of the Board of Directors. Currently, Ms. Lind, age 67, serves as Chair of the Audit Committee and as an Audit Committee Financial Expert. Ms. Lind has served as a director since 2020 and will not stand for re-election at the 2026 Annual Meeting. Mr. Sims will succeed Ms. Lind as Chair of the Audit Committee and is an Audit Committee Financial Expert.
Continuing Directors
Continuing Directors The biographical information for our six directors whose terms will continue after the 2026 Annual Meeting and will expire at the 2028 annual meeting (Class II) or the 2027 annual meeting (Class I) is below.
Compensation Committee
| • | makes recommendations to the Board of Directors regarding director compensation; |
Director Compensation
Director Compensation In December 2025, our Non-Employee Director Compensation Policy was revised to provide for a $25,000 annual cash retainer for service as a Lead Independent Director, if applicable. Our current Non-Employee Compensation Policy consists of the following components:
Director Compensation
| Director Compensation Program | | | Annual Cash Retainers | | | Board Cash Retainer: | $70,000 | | Committee Cash Retainers: | | | Annual Committee Chair Retainer (in lieu of committee member retainers) | | | •Audit | $20,000 | | •Compensation | $15,000 | | •Nominating and Corporate Governance | $12,500 | | Annual Committee Member Retainer | | | •Audit | $9,000 | | •Compensation | $6,500 | | •Nominating and Corporate Governance | $5,000 | | Lead Independent Director Cash Retainer: | $25,000 | | Initial Equity Compensation | | | Equity Award (RSUs); pro-rated based on appointment date through next annual meeting of stockholders | $110,000 | | Annual Equity Compensation | | | Equity Award (RSUs) | $110,000 | | Additional Chairman of the Board Equity Award (RSUs)* | $60,000 |
Director Compensation
| * Mr. Barnard will not receive the annual equity award grant for service as Executive Chairman. Please see Amended and Restated Employment Agreement for Executive Chairman below for Mr. Barnard’s compensation for service as Executive Chairman. |
Director Compensation
Annual cash retainers are paid in quarterly installments in arrears and pro-rated for any partial calendar quarter of service. In addition, committee member and committee chair retainers are only paid if the director attends the meeting, if any, for the calendar quarter for which fees are paid. A director serving as the Lead Independent Director also receives an annual cash retainer of $25,000. In accordance with the Non-Employee Director Compensation Policy, each non-employee director who is initially elected or appointed to serve on the Board of Directors is automatically granted RSUs with a value of approximately $110,000 on the date on which such director is appointed or elected to serve on the Board of Directors, pro-rated based on the number of days between the effective date of appointment and the Company’s next annual meeting of stockholders. Additionally, each non-employee director who is serving on the Board of Directors as of the date of each annual meeting of stockholders is automatically granted, on such annual meeting date, an RSU award with a value of approximately $110,000, and a non-employee director serving as the Chairman of the Board of Directors is automatically granted additional RSUs with a value of $60,000 on such date. All equity grants vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the directors’ continued service through the applicable vesting date. In addition, such awards vest in full upon a change in control of the Company (as defined in the Company’s 2020 Incentive Award Plan).
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan Pursuant to the Company’s Deferred Compensation Plan applicable to non-employee directors, our non-employee directors can elect to defer up to 100% of their annual equity award grant and the annual Chairman grant, as applicable. Annual equity awards that are deferred are credited to a deferred compensation account and vested balances are distributed: (1) at the time of separation either in a lump sum or up to 10 annual installments; (2) pursuant to an in-service election on specified dates of distribution either in a lump sum or up to five annual installments; (3) upon a separation from service due to a change in control either in a lump sum or up to 10 annual installments; and (4) upon death in a lump sum to the director’s beneficiaries. The unfunded, nonqualified plan structure of the Deferred Compensation Plan is required in order to preserve the beneficial tax deferral treatment for the participants. Amounts in a participant’s deferral accounts are considered general liabilities of the Company and subject to creditor risk in the case of corporate insolvency or bankruptcy. Messrs. Beebe and Pack participated in the Deferred Compensation Plan during 2025.
Director Stock Ownership Guidelines
| • | Deferred equity under the Nonqualified Deferred Compensation Plan. |
2025 Director Compensation
2025 Director Compensation The following table sets forth information for the fiscal year ended October 31, 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board of Directors during fiscal year 2025. Mr. Barnard, our CEO during fiscal 2025, did not receive additional compensation for his service as a director. All compensation paid to Mr. Barnard is reported in the “Summary Compensation Table.”
2025 Director Compensation
| Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | All Other Compensation ($) | Total ($) | | Stephen A. Beebe | 80,167 | 164,109(2) | — | 244,276 | | Laura Flanagan(3) | 25,667 | 84,935(4) | — | 110,602 | | Luis A. Gonzalez | 66,667 | 106,185 | — | 172,852 | | Bonnie C. Lind | 85,000 | 106,185 | — | 191,185 | | Jay A. Pack | 80,167 | 106,185 | — | 186,352 | | Tony Bashir Sarsam | 72,667 | 106,185 | — | 178,852 | | Linda B. Segre | 80,000 | 106,185 | — | 186,185 | | Michael B. Sims(3) | 39,500 | 103,767(5) | — | 143,267 | | Douglas M. Stone(3) | — | — | — | — | | Bruce C. Taylor | 77,667 | 106,185 | — | 183,852 |
2025 Director Compensation
| (1) Unless otherwise noted to the contrary, represents the grant date fair value of 10,902 RSUs granted to each of our non-employee directors on April 10, 2025 computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $9.74. Such closing stock price differs from the stock price |
2025 Director Compensation
used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant of $10.09, consistent with our equity grant practices). As of October 31, 2025, (i) Messrs. Gonzalez, Pack, Sarsam, and Taylor, and Mses. Lind and Segre each held 10,902 unvested RSUs; (ii) Ms. Flanagan held 7,247 unvested RSUs; (iii) Mr. Sims held 9,968 outstanding unvested RSUs; and (iv) Mr. Beebe held 16,849 unvested RSUs. Messrs. Beebe and Pack participated in our Non-Employee Director Deferred Compensation Plan for 2025 and therefore, 10,902 RSUs granted on April 10, 2025 will be deferred upon vesting. Outstanding vested but deferred RSUs under the Non-Employee Director Deferred Compensation Plan as of October 31, 2025 were: 22,661 for Mr. Pack, 12,146 for Ms. Lind, and 17,282 for Mr. Beebe.
2025 Director Compensation
| (2) Includes an additional 5,947 RSUs granted to Mr. Beebe on April 10, 2025 pursuant to our Director Compensation Program for serving as the Chairman of the Board of Directors and computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $9.74. Such closing stock price differs from the stock price used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant of $10.09, consistent with our equity grant practices). |
2025 Director Compensation
| (3) Ms. Flanagan was appointed to the Board of Directors effective June 30, 2025. Mr. Sims was appointed to the Board of Directors effective May 5, 2025. Mr. Stone was appointed to the Board of Directors effective November 26, 2025. |
2025 Director Compensation
| (4) Represents 7,247 RSUs granted to Ms. Flanagan on June 30, 2025 pursuant to our Director Compensation Program in connection with her appointment to the Board of Directors and computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $11.72. Such closing stock price differs from the stock price used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant of $11.77, consistent with our equity grant practices. |
2025 Director Compensation
| (5) Represents 9,968 RSUs granted to Mr. Sims on May 5, 2025 pursuant to our Director Compensation Program in connection with his appointment to the Board of Directors and computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $10.41. Such closing stock price differs from the stock price used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant of $10.25, consistent with our equity grant practices. |
Overview of 2025 Compensation Program for NEOs
| COMPONENT OF PAY | BASE SALARY | ANNUAL CASH INCENTIVE | LONG-TERM EQUITY INCENTIVE | | | • Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role. • Reviewed annually and adjusted when appropriate to maintain market competitiveness. • Increases are not automatic nor guaranteed. Increases are generally based on factors such as standard cost of living increases applicable to all employees, market competitiveness, individual and company performance and pay equity. • For fiscal 2025, our NEOs received salary increase ranging from 3% to 4.7%, largely aligned with the 4% cost of living adjustments provided to our employees generally. | • Annual cash incentives based 100% on a Company financial performance metric for our CEO; 80% on a Company financial performance metric and 20% on individual performance for our other NEOs who participate in our annual incentive plan. • Target cash bonus opportunity under the annual incentive plan was 100% of base salary for our CEO and President and Chief Operating Officer, 75% of base salary for other participating NEOs, and 25% for our former President of Central and South America. • For fiscal 2025, the Company achieved $110.76 Adjusted EBITDA, representing 110.76% of target performance, resulting in a 121.5% payout of target bonus opportunity on the Company performance metric. This resulted in a payout of 121.5% for the CEO, and a 117.2% payout for each other participating NEO based on 80% of bonus opportunity tied to financial performance and 20% of bonus opportunity tied to individual performance. | • Long-term equity incentive program with forward-looking equity awards intended to motivate and reward executives for future growth and financial performance and align the interests of executives and stockholders. • Long-term equity incentive grants are weighted 50/50 between performance-based PSUs and time-based RSUs. • Performance-based PSUs are earned based on financial performance over a three-year period and time-vested RSUs vest ratably over a three-year period. • Long term equity awards were awarded for fiscal 2025 at the same grant values as fiscal 2024. • 2023-2025 PSUs achieved $1.72 Cumulative Adjusted Net Income Per Share over the three-year performance period, representing 122% of target performance and a payout of 174% of target. |
Compensation Policies and Practices
| Key Compensation Philosophy Pillar | How Operationalized in Compensation Decisions | | Enable Mission to attract and retain high caliber talent | • Target total compensation levels and incentive opportunities at market competitive levels. • Provide flexibility in structuring sign-on (hire) and promotional awards. | | Link pay and performance | • Annual cash incentive plan based primarily on a prospective formulaic approach based on pre-established threshold/target/maximum Adjusted EBITDA goals, which is the predominant measure used by our peer group and reflects our core profitability and earning potential. • PSU component of long-term equity incentive plan uses a Cumulative Adjusted Net Income Per Share metric, which is communicated in quarterly earnings to stockholders and serves as a key performance indicator and input for analyst stock price targets. • A clawback policy enabling incentive compensation to be recouped. | | Create alignment with stockholders | • Our compensation program utilizes a mix of multi-year PSUs and time-vested RSUs, with a 50/50 split. • PSUs are earned based on our performance against pre-established Cumulative Adjusted Net Income Per Share goals for the three-year performance period, thereby encouraging long-term value creation in alignment with the interests of our stockholders. • Total annual equity grants as a percentage of shares outstanding (burn rate) is reasonable relative to peers. • Robust stock ownership guidelines (5x for our CEO, 3x for our CFO and President and COO, and 1x for all other NEOs) ensures long-term alignment with stockholders. |
Compensation Policies and Practices
| Pay Magnitude | • Peer group data and comparisons are used with consideration given to the Company’s relative positioning on revenue, net income, market capitalization, and market capitalization divided by revenue • Size-appropriate compensation survey data is also used to fill data gaps and provide an additional layer of market data comparisons • Careful attention is paid to ensuring internal equity and retention | | Role of Market Data | • General philosophy to provide competitive compensation with an understanding of percentile ranges of a size-appropriate peer group • Flexibility to reflect variations as appropriate based on unique individual factors | | Mix of Pay | • Emphasis on variable at-risk compensation • Significant portion of compensation should be based on long-term equity incentives • Appropriate balance between annual and multi-year components based on performance | | Risk Orientation | • Incentive plans should have appropriately challenging targets for threshold, target, and maximum payouts • Over 100% payout upside opportunities pursuant to annual cash incentive plan and PSUs provide ample leverage while the maximum payout caps on our annual cash incentive and our PSU programs mitigate against windfall payouts | | Use of Discretion | • Very limited use of discretion in extraordinary circumstances ensures transparency and maintains integrity of plan designs; to-date, no discretionary awards have been made to executive officers when Company performance metrics have not been achieved. | | Stockholder Alignment | • Program design and pay outcomes should reflect a significant mix of equity with robust stock ownership guidelines, increasing alignment and balancing stockholder interests with internal motivation/retention needs |
Peer Group and Benchmarking
Peer Group and Benchmarking Review of market data compiled by Pearl Meyer, including information for peer group companies and from compensation surveys, is part of the diverse toolkit the Compensation Committee uses to set fair and competitive compensation levels that help drive the creation of long-term value while mitigating undue risk-taking. The Compensation Committee uses market compensation information to understand how other comparable public companies design executive compensation to assist the Company in offering competitive compensation levels to attract and retain exceptional executives. The Compensation Committee annually reviews the composition of our peer group to ensure that each company’s size and relevant attributes remain comparable to ours. The Compensation Committee believes it is appropriate to focus on companies with similar characteristics based on total revenues, market capitalization, and industry (by primary GICS classification). These are representative companies that face many of the same strategic and operational considerations we do and against whom we compete for executive talent. In June 2024, the Compensation Committee conducted its review of the peer group to aid in its review of compensation determinations for fiscal 2025. After review, the Compensation Committee removed Hostess Brands, Inc. from the peer group given the Company’s acquisition by The J.M. Smucker Company in September 2023.
Peer Group and Benchmarking
| Fiscal 2025 Peer Group | | | • B&G Foods • Calavo Growers • CalMaine Foods • Farmer Bros. Co. • Fresh Del Monte Produce • J&J Snack Foods • John B. Sanfilippo & Son • Seneca Foods | • Sovos Brands, Inc. • SunOpta • The Hain Celestial Group • The Simply Good Foods Company • Utz Brands • Vita Coco Company • Vital Farms • Westrock Coffee Company |
Peer Group and Benchmarking
The following table illustrates market capitalization and revenue statistics for the fiscal 2025 peer group and the Company’s relative position across these metrics as of June 2024.
Peer Group and Benchmarking
| Peer Group Data | Revenues (millions)(1) | Market Capitalization (millions)(2) | Market Capitalization/ Revenues | | 25th Percentile | 803 | 634 | 0.3 | | 50th Percentile (median) | 1,149 | 1,070 | 1.0 | | Average | 1,381 | 1,378 | 1.3 | | 75th Percentile | 1,625 | 1,722 | 1.7 | | Mission Percentile | 1,076 48th | 703 37th | 0.7 39th |
Peer Group and Benchmarking
| (1) Trailing 12-month (4 quarter) revenues as of 6/24/2024 |
Peer Group and Benchmarking
| (2) Market capitalization as of 6/24/24 |
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee has the sole authority to engage and terminate any compensation consultant to assist in the evaluation of director or executive compensation and has the sole authority to approve the fees and other terms of retention of such compensation consultants. The Compensation Committee has engaged Pearl Meyer since 2021 to advise on a variety of subjects, which for fiscal 2025 included director compensation, Executive Chairman compensation benchmarking, peer group composition and benchmarking, executive incentive plan and equity plan design, and other compensation topics. While Pearl Meyer provided data and analyses and made recommendations for the compensation program, the Compensation Committee, or the Board of Directors, made all decisions regarding the compensation of the NEOs and our directors.
Fiscal 2025 Compensation Decisions
Fiscal 2025 Compensation Decisions Base Salary Base salary is fixed cash compensation delivered in return for day-to-day job responsibilities and service in key leadership roles. Base salary provides competitive levels of fixed compensation determined by the market value of the position, and the qualifications, experience, and performance expectations of each NEO for his/her position. Market-competitive base salaries help attract and retain executive talent. The Compensation Committee annually reviews the base salary of our NEOs and makes adjustments when appropriate based on an assessment of the role, performance, and market competitiveness. The Compensation Committee may also make periodic adjustments in connection with promotions or changes in responsibility. In the first quarter of fiscal 2025, our Compensation Committee approved limited increases to base salaries after reviewing market data and benchmarking provided by Pearl Meyer, and in consideration of the overall performance of the Company for fiscal 2024 and the 4% annual cost of living increases provided to non-NEO employees. The base salary for the CEO, President and Chief Operating Officer, and General Counsel and Secretary, was increased by 4%, while the base salary for our Chief Financial Officer was increased by 4.7% to bring Mr. Giles closer to the median of the peer group. For our then President of Central and South America, the Compensation Committee approved an increase of 3% after taking into account the additional annual cash compensation Mr. Wiesner receives based on a profit-sharing scheme required under Peruvian labor regulations. Such additional compensation is based on the application of a certain percentage applied to the profits of our Peruvian operations in the prior year and distributed to Peruvian employees in the following year based on their respective compensation and days worked. The amount paid to Mr. Wiesner under such profit-sharing scheme in 2025 was $9,125 and is not included in the base salary table below. The table below sets forth the annual base salaries of our NEOs, which were effective as of January 5, 2025:
Fiscal 2025 Compensation Decisions
Annual Cash Incentive Plan In December 2024, the Compensation Committee approved the following 2025 annual cash incentive plan for our NEOs: Stephen J. Barnard, CEO. The Compensation Committee believes that the CEO’s incentive compensation should be fully aligned with the financial performance of the Company. Therefore, the Compensation Committee designed Mr. Barnard’s annual incentive to be based 100% on Company performance.
Fiscal 2025 Compensation Decisions
| CEO | | 100% tied to Company Performance | | Metric: Adjusted EBITDA Performance range: 50% threshold, 100% target, 150% max Payouts: 0% at threshold, 100% at target, and 200% at maximum; linearly interpolated between performance levels and no payouts below threshold | | Maximum payout under 2025 annual cash incentive plan = 200% of target bonus opportunity |
Fiscal 2025 Compensation Decisions
John M. Pawlowski, President and Chief Operating Officer, Bryan E. Giles, Chief Financial Officer, and Joanne C. Wu, General Counsel and Secretary. For Mr. Pawlowski, Mr. Giles, and Ms. Wu, the Compensation Committee determined to retain the 20% of the total target bonus opportunity tied to individual performance, while maintaining its focus on tying an overwhelming portion of bonus opportunity (80%) to Company performance (based on Adjusted EBITDA metrics).
Fiscal 2025 Compensation Decisions
| Other Eligible NEOs | | | 80% tied to Company Performance | 20% tied to Individual Performance | | Metric: Adjusted EBITDA Performance range: 50% threshold, 100% target, 150% max Payouts: 0% at threshold, 100% at target, and 200% at maximum; linearly interpolated between performance levels and no payouts below threshold | Based on individual performance assessed at fiscal year end Maximum payout capped at 20% | | Maximum payout under 2025 annual cash incentive plan = 180% of target bonus opportunity | |
Fiscal 2025 Compensation Decisions
Juan A. Wiesner, Former President of Central and South America. As with prior years, Mr. Wiesner did not participate in the annual cash incentive plan. Rather, consistent with prior years, the Compensation Committee approved a bonus potential of 25% of Mr. Wiesner’s base salary, subject to assessment by the CEO at the fiscal year end. There were no changes to target bonus opportunities in fiscal 2025. Each NEO’s target bonus opportunity for 2025 was set as follows: Mr. Barnard and Mr. Pawlowski – 100% of base salary, Mr. Giles and Ms. Wu – 75% of base salary. For the purposes of determining the annual cash incentive payouts, the target bonus opportunity for each NEO is applied to such NEO’s base salary as of the last day of the fiscal year. As in prior years, Mr. Wiesner did not participate in the annual cash incentive plan. Component Tied to Financial Performance The Compensation Committee believes Adjusted EBITDA is an important financial metric utilized by the CEO and stakeholders to assess the Company’s core operating performance and is published externally and well understood by the Company’s stockholders, investment community, and employees, and the substantial majority of our peers employ this performance metric in their annual incentive plans. Threshold performance under the portion of the annual cash incentive plan tied to Adjusted EBITDA performance was set at 50% of target such that achievement at that level would begin with a 0% payout and scale upwards. Achievement below threshold performance at 50% would result in a zero payout. Maximum payouts were capped at 200% corresponding to achievement at 150% or more of the target Adjusted EBITDA goal. The following sets forth the goals, operation of the portion of the annual cash incentive plan that was tied to company performance, and the actual performance achievement and payout percentage for fiscal 2025. Linear interpolation is utilized between the levels of achievement.
Fiscal 2025 Compensation Decisions
For 2025, the Company achieved 110.76% of the target Adjusted EBITDA goal, resulting in a payout percentage of 121.5% for this portion of the annual cash incentive tied to Company performance. Mr. Barnard’s annual cash incentive payout was based 100% of Company performance under this financial metric. Accordingly, he received an annual cash incentive payout of 121.5% of his target bonus opportunity. 20% Component Tied to Individual Performance (for Mr. Pawlowski, Mr. Giles, and Ms. Wu only) Participating NEOs other than our CEO earn 80% of their target bonus opportunity based on Company performance (Adjusted EBITDA metrics, above) and a maximum of 20% of target opportunity based on individual performance, resulting in a maximum payout opportunity of 180% of target bonus opportunity. For the component of the annual cash incentive plan tied to individual performance, the CEO recommended that the Compensation Committee approve a full payout of 20% of target bonus opportunity based on his assessment of each eligible NEO’s individual contributions and performance. For Mr. Pawlowski, the CEO recognized the following contributions: delivering strong financial performance, successfully managing the executive leadership transition process, assuming oversight over international farming, Mexico, and EU/UK operations, and significantly progressing an enhanced leadership team. For Mr. Giles, continued support to cross-functional teams, enhanced financial reporting and analysis, strengthened investor relations function and relationships, and effective oversight of accounting, finance, procurement, and IT functions. For Ms. Wu, expanded oversight responsibilities for Central and South American legal and compliance teams, successful management of litigation and compliance matters, enhanced capability regarding regulatory and customer sustainability requirements, and support with strategy, executive and Board succession, and M&A opportunities. The Compensation Committee considered the CEO’s recommendations and approved a payout of the full 20% of target bonus opportunity payable based on individual performance for Mr. Pawlowski, Mr. Giles, and Ms. Wu. As such, total payout under the annual cash incentive plan for Mr. Pawlowski, Mr. Giles, and Ms. Wu was 117.2% of target bonus opportunity. 2025 Cash Payouts Under Annual Cash Incentive Plan The following table illustrates target and actual payouts under our 2025 annual cash incentive plan for all eligible NEOs.
Fiscal 2025 Compensation Decisions
| NEO | Target payout (100% achievement & 100% of bonus opportunity) ($) | Actual payout ($) | | Stephen J. Barnard | 832,000 | 1,010,880 | | John M. Pawlowski | 624,000 | 731,328 | | Bryan E. Giles | 382,500 | 448,290 | | Joanne C. Wu | 351,000 | 411,372 |
Fiscal 2025 Compensation Decisions
Given Mr. Wiesner’s departure from the Company on November 1, 2025, he did not receive a cash bonus payout for fiscal 2025. The Compensation Committee believes the payouts for 2025 appropriately rewarded the management team for the Company’s continued strong financial performance and management’s successful execution of the Company’s long-term strategic plan this fiscal year. As such, the Compensation Committee believes its compensation programs, and specifically the annual incentive payouts over the last three years, demonstrate the Company’s commitment to paying for performance. Long-Term Equity Incentive Program The Company grants long-term incentive equity compensation to reward performance over the longer term and to align the interests of key employees with stockholders. The Compensation Committee has structured the long-term equity incentive program to be comprised of a mix of three-year performance-based PSUs and time-vesting RSUs in order to encourage long-term performance-based value creation and to facilitate retention. For fiscal 2025, the design for the long-term equity incentive program remained largely the same as prior years, with 50% allocated to PSUs, and 50% to RSUs. As with prior years, the 2025-2027 PSUs are earned based on achievement of pre-established Cumulative Adjusted Net Income Per Share goals at threshold, target, and maximum over the three-year performance period commencing November 1, 2024 (first day of 2025 fiscal year) through October 31, 2027 (last day of the 2027 fiscal year). The number of shares that may be earned ranges from 50% of target PSUs granted for achievement at threshold (70% of the target performance goal), 100% for achievement at target, and 200% for achievement at maximum (130% of the target performance goal); no amounts are earned for performance below the threshold level. Amounts between achievement levels of threshold, target, and maximum are linearly interpolated. RSUs under the long-term equity incentive program vest ratably over three years following the date of grant, subject to continued employment through the vesting dates. No dividends are earned or payable on PSUs or RSUs. The Compensation Committee determined that Cumulative Adjusted Net Income Per Share was an appropriate metric because it incentivizes performance over a multi-year period, and adjusted net income per share is utilized in the Company’s financial modeling and disclosed to stockholders as part of our quarterly and year-end results. In setting the adjusted net income per share goals for fiscal 2025, the Compensation Committee considered the budget for fiscal 2025 and a number of factors that could impact adjusted net income performance over the succeeding years, including the Company’s financial forecasts and existing market and competitive conditions. Based on these factors, the Compensation Committee determined that the targets set would be appropriately challenging for the Company to achieve and would result in delivery of meaningful stockholder value if achieved. Long-Term Equity Incentive – Annual Grant Values for Fiscal 2025 In the first quarter of fiscal 2025, the Compensation Committee approved the following equity awards, with an effective grant date of January 6, 2025, the values of which were informed in part, by our stock price performance and reflect below market median values among our peer group. The Compensation Committee believes that long-term equity grant values are an important tool to increase the amount of at-risk compensation tied to our stock price and financial performance as well as long-term value creation. For fiscal 2025, the Compensation Committee approved total equity award values that were in line with prior year, with no increases for any NEOs.
Fiscal 2025 Compensation Decisions
| NEO | Fiscal 2025 Total Equity Award Value ($)(1) | Fiscal 2025 RSUs Award Value ($) (50% of total) | Fiscal 2025 PSUs Award Value ($) (50% of total) | | Stephen J. Barnard | 1,200,000 | 600,000 | 600,000 | | John M. Pawlowski | 1,000,000 | 500,000 | 500,000 | | Bryan E. Giles | 680,000 | 340,000 | 340,000 | | Joanne C. Wu | 500,000 | 250,000 | 250,000 | | Juan A. Wiesner | 200,000 | 100,000 | 100,000 |
Fiscal 2025 Compensation Decisions
2023-2025 PSU Program Results and Payout For the 2023-2025 PSU program, PSUs were earned based on Cumulative Adjusted Net Income Per Share goals over a three-year performance period (November 1, 2022- October 31, 2025). The Company achieved $1.72 Cumulative Adjusted Net Income Per Share over the three-year performance period, representing 122% of target, and thus 174% of target PSUs were earned for the 2023-2025 performance period.
Fiscal 2025 Compensation Decisions
Outstanding PSU awards and Options at October 31, 2025 Based on Cumulative Adjusted Net Income Per Share at October 31, 2025, and if our existing PSU programs paid out on such date, our 2024-2026 PSUs for the three-year performance period from November 1, 2023 through October 31, 2026 would perform at maximum and our 2025-2027 PSUs for the three-year performance period from November 1, 2024 through October 31, 2027 would perform between target and maximum. All outstanding stock options were valued below their exercise price as of October 31, 2025, when our closing stock price was $11.52. These values demonstrate the direct correlation between the Company’s performance, stock price, and our executive compensation program. Our closing stock price on the record date of February 10, 2026 was $13.71.
2026 Compensation Design
2026 Compensation Design For Mr. Barnard’s fiscal 2026 compensation as Chief Executive Officer through the 2026 Annual Meeting, the Compensation Committee set his base salary at $861,120, reflecting a modest increase in line with the cost-of-living increase provided to employees in general. Such amount will be pro-rated for length of time during fiscal 2026 that Mr. Barnard serves as the Chief Executive Officer. Mr. Barnard’s salary will be reduced as of the effective date of his service as Executive Chairman. Mr. Barnard’s bonus target remains at 100% of base salary and will be based 100% on Company performance, while serving as Chief Executive Officer and as Executive Chairman of the Board. The Compensation Committee set Mr. Barnard’s equity award value at $1.2 million, consistent with prior year, with such amount to be pro-rated to reflect time served as Chief Executive Officer for the fiscal year. Given Mr. Barnard’s transition to the role of Executive Chairman in April 2026, Mr. Barnard will receive an equity award effective as of his transition date with RSUs that vest 50% per year over his 2-year term as Executive Chairman and his PSUs will be subject to a two-year (2026-2027) performance period. Please see Amended and Restated Employment Agreement for Executive Chairman below for Mr. Barnard’s compensation when he transitions to Executive Chairman of the Board in April 2026. For Mr. Pawlowski’s fiscal 2026 compensation as President and Chief Operating Officer, the Compensation Committee set his base salary at $645,840, reflecting a modest increase in line with the cost-of-living increase provided to employees in general. Such amount will be pro-rated to reflect time served as President and Chief Operating Officer for the fiscal year. Mr. Pawlowski’s base salary will be increased as of the effective date of his service as President and Chief Executive Officer at the conclusion of the 2026 Annual Meeting. Mr. Pawlowski’s bonus target remains at 100% of base salary and will be based 100% on Company performance. The Compensation Committee set Mr. Pawlowski’s equity award value at $1.0 million, consistent with prior year, with such amount to be pro-rated to reflect time served as President and Chief Operating Officer for the fiscal year, with additional equity awards to be made effective as his service as Chief Executive Officer. Please see CEO Employment Agreement for Mr. Pawlowski below for Mr. Pawlowski’s compensation when he transitions to Chief Executive Officer and President in April 2026. For Mr. Giles and Ms. Wu, the Compensation Committee set base salaries at $527,850 and $484,380, respectively, reflecting a modest increase in line with the cost-of-living increase provided to non-NEO employees in general. No changes were made to Mr. Giles’ or Ms. Wu’s bonus targets, which remain at 75% of base salary. Equity award values for Mr. Giles and Ms. Wu were reduced by $180,000 and $100,000, respectively, from prior year equity award values given an assessment of overall pay magnitude, which the Compensation Committee evaluates when making determinations regarding executive officer compensation. As such, Mr. Giles’ equity award value was set at $500,000 and Ms. Wu’s at $400,000. For our fiscal 2026, the Compensation Committee maintained a consistent design for the 2026 annual cash incentive plan. The design for the long-term equity incentive program for fiscal 2026 remains largely the same as prior years, with 50% allocated to RSUs, and 50% to PSUs.
Executive Severance and Change in Control
Executive Severance and Change in Control In order to continue to attract and retain qualified executives, and consistent with market practices we maintain an Executive Severance Plan, amended from time to time, for our qualifying NEOs. Under the terms of the Executive Severance Plan, which currently covers Mr. Pawlowski, Mr. Giles, and Ms. Wu, we provide (i) cash benefits in the event of a qualifying termination, with and without a change of control, of 1-1.5x of base salary plus target bonus, (ii) full vesting of time-based equity in the event of a qualifying termination in connection with a change in control (double-trigger), and pro-rata vesting of time-based equity in the event of a qualifying termination not in connection with a change in control, (iii) treatment on PSUs that is aligned with our standard PSU award agreements applicable to all employees; and (iv) up to 12 months of COBRA coverage. No tax gross ups are paid and the payment of these benefits are subject to the execution and non-revocation of a release of claims in favor of the Company and a participation agreement that includes a non-solicitation restrictive covenant for 24 months. Upon Mr. Pawlowski’s assumption of the role of President and Chief Executive Officer on April 9, 2026, he will no longer participate in the Executive Severance Plan but will have severance and change in control protection pursuant to his employment agreement. Pursuant to Mr. Pawlowski’s employment agreement, effective April 9, 2026, if the Company terminates Mr. Pawlowski’s employment without “cause” or Mr. Pawlowski resigns for “good reason” outside of the Change in Control Period (as defined below), Mr. Pawlowski will be entitled to the following severance benefits (in addition to certain accrued but unpaid amounts): (i) a lump sum cash payment equal to 1.5 times the sum of his base salary and target annual bonus, (ii) the payment by the Company of premiums for up to 12-months of COBRA coverage substantially similar to that provided under the Company’s health plan and (iii) pro-rata vesting of his outstanding RSUs based on days served during the vesting period. If the Company terminates Mr. Pawlowski’s employment without “cause” or Mr. Pawlowski resigns for “good reason” during the Change in Control Period, Mr. Pawlowski would receive a lump sum cash payment equal to 2.0 times the sum of his base salary and target annual bonus, Company-paid COBRA premiums described above, full vesting of his outstanding RSUs, and PSUs would be subject to treatment consistent with the standard PSU award agreement applicable to all employees receiving PSUs. In addition, under Mr. Barnard’s current CEO employment agreement, we provide (i) cash benefits in the event of a qualifying termination, with and without a change of control, of 2.0 times base salary plus target bonus, (ii) full vesting of time-based equity and earnout at target for outstanding PSUs for Mr. Barnard in the event of a qualifying termination in connection with a change in control (double-trigger), and pro-rata vesting and earnout at actual performance for outstanding PSUs in the event of a qualifying termination not in connection with a change in control, and (iii) up to 12 months of COBRA coverage. No tax gross ups are paid and the payment of these benefits are subject to the execution and non-revocation of a release of claims in favor of the Company and a participation agreement that includes a non-solicitation restrictive covenant for 24 months. Under the terms of Mr. Barnard’s Amended and Restated Employment Agreement, effective April 9, 2026, severance arrangements are consistent with his current CEO employment agreement except that treatment of PSUs will align with the standard PSU award agreement applicable to all employees receiving PSUs, which provides that in the event of a change in control, the performance-period for all outstanding PSUs will be truncated to the fiscal quarter-end prior to the change in control and payout will be based on the greater of (i) actual performance through such quarter-end date, or (ii) target performance.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the compensation of our NEOs for each of the last three completed fiscal years. Our fiscal year end is October 31.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Stephen J. Barnard, Chief Executive Officer | 2025 | 825,850 | — | 1,157,891 | 1,010,880 | 56,125 | 3,050,746 | | | 2024 | 795,210 | — | 1,238,312 | 1,376,034 | 91,263 | 3,500,819 | | | 2023 | 775,008 | — | 1,717,803 | — | 82,473 | 2,575,284 | | John M. Pawlowski, President and Chief Operating Officer(5) | 2025 | 619,385 | 124,800 | 964,907 | 606,528 | 84,331 | 2,399,951 | | | 2024 | 346,155 | 475,002 | 1,014,609 | — | 222,663 | 2,058,429 | | Bryan E. Giles, Chief Financial Officer | 2025 | 502,781 | 76,502 | 656,146 | 371,790 | 81,145 | 1,688,364 | | | 2024 | 484,782 | 73,051 | 701,711 | 502,591 | 76,611 | 1,838,746 | | | 2023 | 467,354 | 70,875 | 584,051 | — | 73,594 | 1,195,874 | | Joanne C. Wu, General Counsel and Secretary | 2025 | 464,540 | 70,200 | 482,460 | 341,172 | 79,104 | 1,437,476 | | | 2024 | 444,804 | 67,501 | 515,960 | 464,408 | 74,674 | 1,567,347 | | | 2023 | 410,146 | 62,400 | 429,445 | — | 70,808 | 972,799 | | Juan A. Wiesner, Former President of Central and South America(7) | 2025 | 455,307(6) | — | 192,984 | — | 22,061 | 670,352 | | | 2024 | 445,737(6) | 108,750 | 206,382 | — | 17,550 | 778,419 | | | 2023 | 465,910(6) | 21,750 | 429,445 | — | 16,819 | 933,924 |
Summary Compensation Table
| (1) For Mr. Pawlowski, Mr. Giles, and Ms. Wu, amounts represent the 20% discretionary portion of the annual cash incentive plan that was awarded based on a subjective performance review of the individual’s overall performance at the end of the fiscal year. |
Summary Compensation Table
| (2) Amounts reflect the grant date fair value of equity awards computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), based on a closing stock price of our stock on the date of grant of $13.20 and, for our PSUs, a percentage earnout of 100% based on the probable outcome of the financial performance measure (Cumulative Adjusted Net Income Per Share) over the three-year performance period as of the grant date. Our RSUs vest ratably over three years following the date of grant. For the PSUs, Cumulative Adjusted Net Income Per Share is a performance condition as defined under ASC 718. The grant date fair values shown in this table are based on probable outcomes of this performance condition at target as of the grant date. The following are the grant date fair values of PSUs granted for fiscal 2025 based on the probable outcome and if the maximum level of performance on Cumulative Adjusted Net Income Per Share is achieved, resulting in a payout of 200%: |
Summary Compensation Table
| NEO | Grant Date Fair Value of PSUs at Probable Outcome ($) | Grant Date Fair Value of PSUs at Maximum Outcome ($) | | Stephen J. Barnard | 578,939 | 1,157,878 | | John M. Pawlowski | 482,447 | 964,894 | | Bryan E. Giles | 328,073 | 656,146 | | Joanne C. Wu | 241,230 | 482,460 | | Juan A. Wiesner | 96,492 | 192,984 |
Summary Compensation Table
For 2025 stock awards, as required by ASC 718, amounts reflect a closing stock price on the grant date of January 6, 2025 of $13.20 per share. Such closing stock price differs from the stock price used to calculate the number of shares awarded of $13.68 per share, which is based on a trailing 30-day average stock price from the date of grant consistent with our equity grant practices. As such, the values reported in the Summary Compensation Table are lower than the values approved by the Compensation Committee. None of our equity awards accrue or are paid dividends.
Summary Compensation Table
| (3) Amounts reflect annual cash incentive awards that were earned based on the achievement of pre-determined Company performance criteria set early in the fiscal year which comprised 80% of the annual cash incentive plan for Mr. Pawlowski, Mr. Giles, and Ms. Wu and 100% of the annual cash incentive plan for Mr. Barnard. Our performance against the Company performance criteria – Adjusted EBITDA – under the fiscal 2025 annual cash incentive plan was 110.76% of target. In 2023, no annual cash incentive was earned or paid based on failure to achieve threshold level of performance on Company performance metrics. |
Summary Compensation Table
| (4) All Other Compensation for fiscal 2025 includes: |
Summary Compensation Table
| | Barnard | Pawlowski | Giles | Wu | Wiesner | | 401k matching contributions | 14,000 | 17,692 | 14,000 | 14,000 | — | | Health insurance premiums | 25,277 | 34,599 | 34,599 | 34,599 | 18,498 | | Incremental cost of personal use and maintenance of company-owned car | 5,633 | — | — | — | 3,563 | | Incremental cost of personal use of company-chartered aircraft | 2,781 | — | — | — | — | | Supplemental disability income premiums | 8,434 | 5,144 | 5,650 | 3,609 | — | | Car allowance | — | 26,896 | 26,896 | 26,896 | — | | Total | 56,125 | 84,331 | 81,145 | 79,104 | 22,061 |
Summary Compensation Table
The incremental cost to the Company for personal use of a Company-owned car is based on an amount allocated towards personal use and comprise, as applicable, vehicle cost, fuel, maintenance, insurance, driver costs, and registration costs. The incremental cost to the Company of personal use of Company-paid chartered aircraft is calculated based on charges paid to private charter companies for flights.
Summary Compensation Table
| (5) Mr. Pawlowski’s fiscal 2024 compensation reflects a hire date of April 1, 2024. |
Summary Compensation Table
| (6) Includes amounts paid in such fiscal year pursuant to a profit-sharing scheme required under Peruvian law. Such additional compensation is based on the application of a certain percentage applied to the prior year profits of our Peruvian operations and distributed to employees in the following year based on compensation and days worked. The amount paid to Mr. Wiesner under such profit-sharing scheme in fiscal 2025 was $9,125. |
Summary Compensation Table
| (7) Mr. Wiesner departed the Company on November 1, 2025. He was not eligible and did not receive any cash bonus for fiscal year 2025. As part of Mr. Wiesner’s separation agreement, the Company paid him a cash severance payment totaling $375,000 which includes $354,462 as part of the Peruvian regulatory incentive program for departing employees that encourage, and is payable only upon, the incorporation of a new company under Peruvian law and $20,538 representing additional severance pay. These amounts are not included in the table as they were payable after the conclusion of fiscal 2025. The separation agreement also includes, among other restrictions, a covenant not to compete for 18 months. In addition, Mr. Weisner has forfeited in all unvested RSUs at November 1, 2025, but continues to hold PSUs that will payout in accordance with their terms at the end of the respective performance period, pro-rated for time employed during the applicable performance period. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information concerning each grant of an award made to an NEO in fiscal 2025 under any compensatory plan.
Grants of Plan-Based Awards Table
| Name | Grant Date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares or stock units (#)(3) | Grant date fair value of stock and options awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stephen J. Barnard | | —(1) | 832,000 | 1,664,000 | | | | | | | | 1/6/2025 | | | | 21,930 | 43,859 | 87,718 | | 578,939 | | | 1/6/2025 | | | | | | | 43,860 | 578,952 | | John M. Pawlowski | | —(1) | 499,200 | 998,400 | | | | | | | | 1/6/2025 | | | | 18,275 | 36,549 | 73,098 | | 482,447 | | | 1/6/2025 | | | | | | | 36,550 | 482,460 | | Bryan E. Giles | | —(1) | 306,000 | 612,000 | | | | | | | | 1/6/2025 | | | | 12,427 | 24,854 | 49,708 | | 328,073 | | | 1/6/2025 | | | | | | | 24,854 | 328,073 | | Joanne C. Wu | | —(1) | 280,800 | 561,600 | | | | | | | | 1/6/2025 | | | | 9,138 | 18,275 | 36,550 | | 241,230 | | | 1/6/2025 | | | | | | | 18,275 | 241,230 | | Juan A. Wiesner | | — | — | — | | | | | | | | 1/6/2025 | | | | 3,655 | 7,310 | 14,620 | | 96,492 | | | 1/6/2025 | | | | | | | 7,310 | 96,492 |
Grants of Plan-Based Awards Table
| (1) At target, represents estimated payouts for the 80% of our annual cash incentive plan for 2025 based on achievement of a pre-established financial performance metric (Adjusted EBITDA) for Mr. Pawlowski, Mr. Giles, and Ms. Wu and 100% of our annual cash incentive plan for 2025 for Mr. Barnard. Maximum payout represents 200% of target for Mr. Barnard and 160% of target for Mr. Pawlowski, Mr. Giles, and Ms. Wu. Payouts commence once threshold performance is met and increase to 100% at target performance and 200% of target if maximum performance is achieved. In December 2025, the Compensation Committee approved annual cash incentive payout for this component of the 2025 annual cash incentive plan at 121.5% of target bonus opportunity based on the Company’s achievement at 110.76% of target. Values do not include the amount that may be earned under our annual cash incentive plan that is based on individual performance for Mr. Pawlowski, Mr. Giles, and Ms. Wu, representing 20% of target bonus opportunity, nor the potential bonus payment to Mr. Wiesner who does not participate in our annual incentive cash plan. Due to the subjective nature of each of these potential payments that are based on individual performance, they are considered bonuses and reflected as such in the Summary Compensation Table. |
Grants of Plan-Based Awards Table
| (2) Represents PSU awards under our long-term equity incentive program which are based on achievement of a pre-established financial performance metric (Cumulative Adjusted Net Income Per Share) over a three-year performance period (November 1, 2024 – October 31, 2027). Awards earned, if any, vest at the end of the three-year performance period. The number of PSUs granted (which equals the target number of PSUs) will be multiplied by a payout percentage, which can range from 50% at threshold performance to 200% at maximum performance, to determine the number of PSUs earned at the end of the performance period. No amounts are earned for below threshold performance. Shares of our common stock will be issued on a one-for-one basis for each PSU earned. Our PSUs were granted under our Mission Produce, Inc. 2020 Incentive Award Plan and do not earn or accrue dividends. |
Grants of Plan-Based Awards Table
| (3) Represents RSUs that vest ratably on the first, second and third anniversary of the grant date. |
Grants of Plan-Based Awards Table
| (4) Values are calculated using the closing price of our common stock on the grant date, which was $13.20 and assumes a probable outcome at target performance for the PSUs. Amounts reflect the grant date fair value of equity awards computed in accordance with ASC 718, which is lower than the value approved by the Compensation Committee, as more fully described in footnote 3 to the Summary Compensation Table. |
Outstanding Equity Awards Table
Outstanding Equity Awards Table The following table sets forth certain information concerning outstanding equity awards held by the NEOs at October 31, 2025, our fiscal year end.
Outstanding Equity Awards Table
| | Option awards | | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned units, or other rights have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights have not vested ($)(1) | | Stephen J. Barnard | 1,699,770 | | $13.74 | 7/9/2029 | 113,999(2) | 1,313,268 | 100,723(3) | 1,160,333(3) | | | | — | | | | | 123,584(4) | 1,423,688(4) | | | | | | | | | 87,718(5) | 1,010,511(5) | | John M. Pawlowski | | | | | 65,188(2) | 750,966 | 85,910(4) | 989,683(4) | | | | | | | | | 73,098(5) | 842,089(5) | | Bryan E. Giles | 105,723 | — | $12.00 | 9/30/2030 | 58,039(2) | 668,609 | 34,247(3) | 394,522(3) | | | | | | | | | 70,030(4) | 806,746(4) | | | | | | | | | 49,708(5) | 572,636(5) | | Joanne C. Wu | | | | | 42,676(2) | 491,628 | 25,181(3) | 290,088(3) | | | | | | | | | 51,492(4) | 593,188(4) | | | | | | | | | 36,550(5) | 421,056(5) | | Juan A. Wiesner | 20,787 | — | $12.00 | 9/30/2030 | 21,412(2)(6) | 246,666 | 25,181(3) | 290,088(3)(6) | | | | | | | | | 20,596(4)(6) | 237,266(4)(6) | | | | | | | | | 14,620(5)(6) | 168,422(5)(6) |
Outstanding Equity Awards Table
| (1) Value calculated using the closing stock price of our common stock on October 31, 2025 of $11.52. |
Outstanding Equity Awards Table
| (2) Amounts include the following outstanding unvested RSUs. Each vesting is subject to the individual’s continued employment through the vesting dates. |
Outstanding Equity Awards Table
| Name | Outstanding Unvested Shares | Grant Date | Future Vesting Dates | Shares Vesting on Vesting Date | | Stephen J. Barnard | 28,944 | 1/6/2023 | 1/6/2026 | 28,944 | | | 41,195 | 1/5/2024 | 1/5/2026 and 1/5/2027 | 20,597 on the first vesting date and 20,598 on the second vesting date | | | 43,860 | 1/6/2025 | 1/6/2026, 1/6/2027, and 1/6/2028 | 14,620 on each vesting date | | John M. Pawlowski | 28,638 | 4/5/2024 | 4/5/2026 and 4/5/2027 | 14,319 on each of vesting date | | | 36,550 | 1/6/2025 | 1/6/2026, 1/6/2027, and 1/6/2028 | 12,183 on the first and second vesting dates and 12,184 on the third vesting date | | Bryan E. Giles | 9,841 | 1/6/2023 | 1/6/2026 | 9,841 | | | 23,344 | 1/5/2024 | 1/5/2026 and 1/5/2027 | 11,672 on each vesting date | | | 24,854 | 1/6/2025 | 1/6/2026, 1/6/2027, and 1/6/2028 | 8,284 on the first vesting date and 8,285 on the second and third vesting dates | | Joanne C. Wu | 7,236 | 1/6/2023 | 1/6/2026 | 7,236 | | | 17,165 | 1/5/2024 | 1/5/2026 and 1/5/2027 | 8,582 on the first vesting date and 8,583 on the second vesting date | | | 18,275 | 1/6/2025 | 1/6/2026, 1/6/2027, and 1/6/2028 | 6,091 on the first vesting date and 6,092 on the second and third vesting dates |
Outstanding Equity Awards Table
| Name | Outstanding Unvested Shares | Grant Date | Future Vesting Dates | Shares Vesting on Vesting Date | | Juan A. Wiesner | 7,236 | 1/6/2023 | 1/6/2026 | 7,236 | | | 6,866 | 1/5/2024 | 1/5/2026 and 1/5/2027 | 3,433 on each vesting date | | | 7,310 | 1/6/2025 | 1/6/2026, 1/6/2027, and 1/6/2028 | 2,436 on the first vesting date and 2,437 on the second and third vesting dates |
Outstanding Equity Awards Table
| (3) Represents our 2023-2025 PSUs granted for the three-year performance period from November 1, 2022 through October 31, 2025, multiplied by a 174% payout percentage based on actual performance achieved at the end of the three-year performance period at 122% of target based on our Cumulative Adjusted Net Income Per Share performance over the performance period. Service through the January 6, 2026 vesting date is required, except for certain qualifying terminations. |
Outstanding Equity Awards Table
| (4) Represents our 2024-2026 PSUs granted for the three-year performance period from November 1, 2023 through October 31, 2026, multiplied by a 200% payout percentage based on maximum performance. As required by SEC rules, the maximum payout percentage is disclosed in the table because the estimated payout percentage as of October 31, 2025 is above target performance |
Outstanding Equity Awards Table
| (5) Represents our 2025-2027 PSUs granted for the three-year performance period from November 1, 2024 through October 31, 2027, multiplied by a 200% payout percentage based on maximum performance. As required by SEC rules, the maximum payout percentage is disclosed in the table because the estimated payout percentage as of October 31, 2025 is above target performance. |
Outstanding Equity Awards Table
| (6) Upon Mr. Wiesner’s departure from the Company on November 1, 2025, all of his unvested RSUs were forfeited. Mr. Wiesner will continue to participate in the outstanding PSU programs and any payout will be based on actual performance at the end of the performance periods, pro-rated for length of time served during the performance period which is in line with our standard PSU award agreement. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table provides information about options exercised by the NEOs and stock vested for the NEOs during the fiscal year ended October 31, 2025. This information does not include the shares acquired pursuant to the 2023-2025 PSU program as the shares were not issuable until the Compensation Committee certification date of January 6, 2026. The vesting and share issuances for the 2023-2025 PSUs will be reflected in the stock vested table for fiscal 2026.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Stephen J. Barnard | — | — | 76,283 | 1,049,542 | | John M. Pawlowski | — | — | 14,318 | 144,612 | | Bryan E. Giles | 15,000 | 35,932 | 28,199 | 388,749 | | Joanne C. Wu | — | — | 22,410 | 305,377 | | Juan A. Wiesner | — | — | 17,355 | 238,193 |
Option Exercises and Stock Vested Table
| (1) Represents the aggregate of the closing market price at exercise, less the exercise price, for each share exercised. |
Option Exercises and Stock Vested Table
| (2) Calculated using the closing stock price on the date of vesting. |
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan We currently offer a cash deferred compensation plan for certain of our employees, including our NEOs. Our cash deferred compensation plan provides eligible employees an opportunity to save for retirement and other purposes. Employees may defer up to 90% of their pre-tax base salary and between 10% and 100% of their annual bonus under the plan, which contribution amounts may be matched by the Company at our discretion. Matching contributions, if any, are immediately vested. Employees have an opportunity to earn returns (positive or negative) based on notional investment alternatives offered under the plan but may only earn such returns with respect to any portion of the deferral account based on a single investment option at a time (i.e., no “greater of” returns apply to any amounts deferred under the Deferred Compensation Plan, and any changes to notional investments may only be made prospectively). Employees may elect that account balances be distributed upon any or all of the following payment events: a date specified by the participant with a minimum deferral period of two years, upon a separation from service, retirement or death. In fiscal 2025, Mr. Barnard and Mr. Giles participated in our cash deferred compensation plan. The Company did not provide any matching contributions.
Nonqualified Deferred Compensation Plan
| Name | Executive contributions in fiscal 2025(1)($) | Registrant contributions in fiscal 2025 | Aggregate earnings in fiscal 2025(2)($) | Aggregate withdrawals/ distributions in fiscal 2025($) | Aggregate balance as of October 31, 2025(3)($) | | Stephen J. Barnard | 223,266 | — | 314,576 | — | 1,743,846 | | Bryan E. Giles | 147,931 | — | 49,012 | (143,029) | 456,119 |
Nonqualified Deferred Compensation Plan
| (1) These amounts represent compensation earned by the NEOs in fiscal 2025 and are also reported in the appropriate columns in the “Summary Compensation Table” above. |
Nonqualified Deferred Compensation Plan
| (2) Represents net amounts credited to the NEO’s accounts as a result of performance of the investment vehicle in which their accounts were deemed invested. These amounts do not represent above-market earnings, and thus are not reported in the “Summary Compensation Table.” |
Nonqualified Deferred Compensation Plan
| (3) Aggregate balance as of October 31, 2025 includes all contributions from earned compensation, plus investment income, through fiscal 2025. These balances include the following aggregate amounts that are reported as compensation in this proxy statement in the “Summary Compensation Table” for fiscal years 2025, 2024, and 2023: $302,690 for Mr. Barnard and $389,743 for Mr. Giles. |
Nonqualified Deferred Compensation Plan
Earnings on amounts contributed to our cash deferred compensation plan are based on participant selections among the investment options determined by the plan’s administrative committee. Participants do not have an ownership interest in the investment options they select. No fixed interest or “above market” interest rates are offered under the plan. The investment options under the deferred compensation plan and their annual cumulative rates of return for fiscal year 2025 are in the table below:
Nonqualified Deferred Compensation Plan
| Fund Name | Fiscal 2025 Cumulative Annual Returns (%) | Fund Name | Fiscal 2025 Cumulative Annual Returns (%) | | DWS RREEF Real Assets Fund - Class Inst | 9.97 | Fidelity Freedom® Retirement Fund Class K6 | 9.93 | | Fidelity® U.S. Bond Index Fund | 6.78 | Fidelity® Government Money Market Fund Class K6 | 3.48 | | PGIM Total Return Bond Fund -Class R6 | 7.24 | Cohen & Steers Realty Shares Fund Class L | 2.87 | | Fidelity® 500 Index Fund | 17.50 | DFA U.S. Small Cap Portfolio Institutional Class | 5.15 | | Parnassus Core Equity Fund - Institutional Shares | 12.02 | Fidelity Freedom® 2020 Fund Class K6 | 14.10 | | JPMorgan Large Cap Growth Fund Class R6 | 19.44 | Fidelity Freedom® 2025 Fund Class K6 | 15.55 | | Dodge & Cox Stock Fund Class X | 10.27 | Fidelity Freedom® 2030 Fund Class K6 | 16.60 | | Fidelity® Extended Market Index Fund | 12.53 | Fidelity Freedom® 2035 Fund Class K6 | 17.92 | | Carillon Eagle Mid Cap Growth Fund Class I | 8.36 | Fidelity Freedom® 2040 Fund Class K6 | 20.38 | | John Hancock Funds Disciplined Value Mid Cap Fund Class R6 | 9.65 | Fidelity Freedom® 2045 Fund Class K6 | 21.78 | | Fidelity® Global ex U.S. Index Fund | 29.20 | Fidelity Freedom® 2050 Fund Class K6 | 21.76 | | The Hartford International Opportunities Fund Class R6 | 25.19 | Fidelity Freedom® 2055 Fund Class K6 | 21.74 | | Fidelity® Select Health Care Portfolio | 8.87 | Fidelity Freedom® 2060 Fund Class K6 | 21.83 | | Fidelity Freedom® 2010 Fund Class K6 | 10.89 | Fidelity Freedom® 2065 Fund Class K6 | 21.77 | | Fidelity Freedom® 2015 Fund Class K6 | 12.45 | Fidelity Freedom® 2070 Fund Class K6 | 21.35 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Per the terms of the Employment Agreement and Severance Plan, Mr. Barnard, Mr. Pawlowski, Mr. Giles, and Ms. Wu receive certain payments in the event of a qualifying termination and a qualifying termination within the change in control period (as defined) as set forth in the table set forth below– see Executive Employment and Severance Arrangements; Offer Letters. Mr. Wiesner did not participate in our Executive Severance Plan. Equity award treatment upon termination for Mr. Wiesner was subject to our standard award agreements which provide certain benefits as described above. Upon Mr. Wiesner’s separation, he received a cash severance payment of $375,000, which included $354,462 as part of the Peruvian regulatory incentive program for departing employees that encourage, and is payable only upon, the incorporation of a new company under Peruvian law and $20,538 representing additional severance pay. The separation agreement also included, among other restrictions, a covenant not to compete for 18 months. Mr. Wiesner’s unvested RSUs were forfeited on November 1, 2025. He will continue to participate in the Company’s PSU programs with any earnouts, if any, to be based on Company performance at the end of the applicable performance period and pro-rated for length of time served during the applicable performance period. Estimated Potential Payments The table below sets forth the estimated value of compensation and benefits that would be delivered to each of our NEOs upon (i) a termination by the Company without Cause or by the executive for Good Reason (a “Qualifying Termination”) within the Change in Control Period (“CIC Period”), (ii) a Qualifying Termination (not within the CIC Period), and (iii) death or disability, assuming such events occurred on October 31, 2025. This table excludes any accrued obligations and any benefits that are generally available to all employees, including fiscal year end annual cash incentive payments and bonuses, payment of accrued but unused paid time off, PSUs that are deemed earned at fiscal year-end, if any, and balances under our Deferred Compensation Plan. All equity values shown in the table below are based on the closing stock price of our common stock on October 31, 2025 of $11.52. The actual value of the equity awards that would be provided can only be determined at the time of an actual triggering event. Mr. Wiesner’s amounts are based on the actual severance compensation applicable to Mr. Wiesner’s separation on November 1, 2025.
Potential Payments Upon Termination or Change in Control
| Name and Principal Position | Triggering Event | Cash Severance ($) | Health Benefits ($) | Equity Award Value ($) | Total ($) | | Stephen J. Barnard Chief Executive Officer | Qualifying Termination within CIC Period | 3,328,000(2) | 47,588(1) | 3,197,226(3) | 6,572,814 | | | Qualifying Termination (not within CIC Period) | 3,328,000(4) | 47,588(1) | 2,990,528(5) | 6,366,116 | | | Death or Disability | — | 287,588(8) | 1,309,839(6) | 1,597,427 | | John M. Pawlowski President and Chief Operating Officer | Qualifying Termination within CIC Period | 1,872,000(2) | 67,056(1) | 1,666,852(3) | 3,605,908 | | | Qualifying Termination (not within CIC Period) | 1,248,000(4) | 67,056(1) | 1,100,687(5) | 2,415,743 | | | Death or Disability | — | 2,117,056(8) | 470,243(6) | 2,587,298 | | Bryan E. Giles Chief Financial Officer | Qualifying Termination within CIC Period | 1,338,750(2) | 67,056(1) | 1,585,037(3) | 2,990,843 | | | Qualifying Termination (not within CIC Period) | 892,500(4) | 67,056(1) | 1,370,209(5) | 2,329,765 | | | Death or Disability | — | 1,477,056(8) | 591,091(6) | 2,068,147 | | Joanne C. Wu General Counsel and Secretary | Qualifying Termination within CIC Period | 1,228,500(2) | 67,056(1) | 1,165,467(3) | 2,461,023 | | | Qualifying Termination (not within CIC Period) | 819,000(4) | 67,056(1) | 1,007,495(5) | 1,893,551 | | | Death or Disability | — | 2,797,056(8) | 434,623(6) | 3,231,678 | | Juan A. Wiesner Former President of Central and South America | Qualifying Termination (not within CIC Period) | 375,000(7) | — | 494,449(5) | 869,449 |
Potential Payments Upon Termination or Change in Control
| (1) Represents premiums for 12-months of COBRA coverage substantially similar to that provided under the Company’s health plan. |
Potential Payments Upon Termination or Change in Control
| (2) Represents a lump sum cash payment (a) for Mr. Barnard, equal to 2.0 times the sum of his base salary plus target annual bonus, and (b) for the other NEOs, equal to 1.5 times the sum of the Covered Executive’s base salary plus target annual bonus under the annual cash incentive plan. |
Potential Payments Upon Termination or Change in Control
| (3) Represents the value of full vesting of outstanding unvested RSUs, plus the value of the outstanding 2023-2025, 2024-2026 and 2025-2027 PSUs based on the number of PSUs earned at target level performance. In addition, stock options would be exercisable for 12 months following termination. |
Potential Payments Upon Termination or Change in Control
| (4) Represents a lump sum cash payment (a) for Mr. Barnard, equal to 2.0 times the sum of his base salary plus target annual bonus, and (b) for the other NEOs, except Mr. Wiesner, equal to 1.0 times the sum of the Covered Executive’s base salary plus target annual bonus under the annual cash incentive plan. |
Potential Payments Upon Termination or Change in Control
| (5) For all NEOs, other than Mr. Wiesner, includes the value of pro-rata vesting of outstanding unvested RSUs based on days served during the vesting period. For all NEOs, also includes the value of PSUs based on the actual or estimated, as applicable, number of PSUs that would have been earned based on actual performance through October 31, 2025, prorated based on days elapsed during the three-year performance period. The payout percentages based on actual performance through October 31, 2025 were: (i) based on actual performance for the 2023-2025 PSUs, resulting in a |
Potential Payments Upon Termination or Change in Control
payout of 174%; and (ii) maximum performance for the 2024-2026 PSUs resulting in an estimated payout of 200%; and (iii) above target and below maximum performance for the 2025-2027 PSUs resulting in an estimated payout of 166%. In addition, stock options would be exercisable for 12 months following termination
Potential Payments Upon Termination or Change in Control
| (6) In the event of death or disability, represents the value of the outstanding 2024-2026 PSUs and the 2025-2027 PSUs based on the number of PSUs earned at target level performance, pro-rated based on the number of full months elapsed during the performance period. In the event of death or disability unvested RSUs are forfeited. In addition, stock options would be exercisable for 12 months following death or disability. |
Potential Payments Upon Termination or Change in Control
| (7) Represents the severance payments to Mr. Wiesner made in connection with his departure on November 1, 2025, which includes $354,462 as part of the Peruvian regulatory incentive program for departing employees that encourage, and is payable only upon, the incorporation of a new company under Peruvian law and $20,538 representing additional severance pay. |
Potential Payments Upon Termination or Change in Control
| (8) Represents (a) group long-term disability insurance benefits of $10,000 per month, for benefit periods which are determined based on the covered executive’s age at the time of disability, and (b) premiums for 12-months of COBRA coverage substantially similar to that provided under the Company’s health plan. |
CEO Pay Ratio
CEO Pay Ratio We are required by Item 402(u) of Regulation S-K, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, to disclose the ratio of our fiscal year 2025 CEO’s annual total compensation to the median of the annual total compensation of all of our employees. The SEC’s rules for calculating this ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and 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 we disclose below. We believe our fiscal year 2025 pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and in accordance with the methodology described below.
2025 CEO Pay Ratio
2025 CEO Pay Ratio Mr. Barnard had total annual compensation, including equity-based compensation, as reported in the Summary Compensation Table, of $3,050,746 in fiscal 2025. Our median employee had total compensation of $5,759 in fiscal 2025. As a result, we estimate that the ratio of our CEO’s compensation to that of our median employee was approximately 530 to 1.
2025 CEO Pay Ratio
| Total Annual Compensation – Median Employee | Total Annual Compensation – CEO | 2025 CEO Pay Ratio | | $5,759 | $3,050,746 | 530:1 |
Pay for Performance
| (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: |
Pay for Performance
| (3) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSUs, the closing price per share on the applicable year-ends ($11.52 for October 31, 2025, $11.80 for October 31, 2024, $9.41 for October 31, 2023, $16.64 for October 31, 2022 and $18.99 for October 31, 2021) or, in the case of vesting dates, the closing price per share on the applicable vesting dates; (ii) for the PSUs, the fair value was calculated by multiplying the probability of achievement of the applicable performance objective as of the applicable dates by the closing price per share for the respective dates; the achievement or probability of achievement for PSUs granted on January 3, 2022 was zero as of both October 31, 2024 and 2023, and 70% as of October 31, 2022, and for PSUs granted on January 6, 2023, the achievement or probability of achievement was 174%, 102% and 60% as of October 31, 2025, 2024 and 2023, respectively, and for PSUs granted on January 5, 2024, the probability of achievement was 200% and 161% as of October 31, 2025 and 2024, respectively, and for PSUs granted January 6, 2025, the probability of achievement was 167% as of October 31, 2025; (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting dates. Awards were fully vested as of October 31, 2024. A summary of Black Scholes assumptions used for the applicable year-end or vesting dates as compared to those used at grant date is set forth below: |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table The Company’s initial public offering (“IPO”) occurred in October 2020. Prior to our IPO, the Company did not routinely grant equity awards as part of its executive compensation packages. In 2019, the Board of Directors granted 1.7 million stock options to the PEO in connection with the anticipated IPO. In 2020, following the completion of the IPO, the Board of Directors approved a one-time stock option grant to certain employees, including three of our non-PEO NEOs at that time. In 2021, no equity awards were granted as the Company had not yet implemented its long-term equity incentive compensation program for executives. In 2022, the Compensation Committee approved the inaugural long-term incentive program comprised of a mix of RSUs and PSUs. Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid (“CAP”) to our PEO and the average of the compensation actually paid to our remaining PEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net (loss) income, in each case, for the fiscal years ended October 31, 2021, 2022, 2023, 2024 and 2025 and (iv) our Adjusted EBITDA for the fiscal years ended October 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 on October 30, 2020 and that all dividends, if any, were reinvested. CAP versus TSR CAP versus Net Income (Loss) CAP versus Adjusted EBITDA 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 October 31, 2025:
Narrative Disclosure to Pay Versus Performance Table
| • | Adjusted EBITDA |
Narrative Disclosure to Pay Versus Performance Table
| • | Adjusted net income per share; and |
Narrative Disclosure to Pay Versus Performance Table
| • | Adjusted operating income |
Narrative Disclosure to Pay Versus Performance Table
For additional details regarding our most important financial performance measures, see Overview of 2025 Compensation Program for NEOs, Fiscal 2025 Compensation Decisions, and 2026 Compensation Design.