DEF 14A of Limoneira CO
Filed Feb 18, 2026 · FY20250001174947-26-000188
To Be Held Wednesday, March 25, 2026
| Outstanding Exercises and Stock Vested at 2025 Fiscal Year End | 49 | | Pay Versus Performance (PVP) | 49 | | Compensation Committee Report | 52 | | Proposal 2: Advisory Vote on Executive Compensation | 53 | | Required Vote for Stockholder Approval | 53 | | Recommendation of the Board of Directors | 53 | | Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 54 | | General | 54 | | Fees | 54 | | Pre-Approval Policies and Procedures | 54 | | Required Vote For Stockholder Approval | 55 | | Recommendation of the Board of Directors | 55 | | Audit and Finance Committee Report | 55 | | Other Information | 57 | | Stock Ownership Information | 57 | | Security Ownership of Certain Beneficial Owners and Management | 57 | | Securities Authorized for Issuance Under Equity Compensation Plans | 59 | | Certain Relationships and Related-Party Transactions | 59 | | Policy for Approval of Related Party Transactions | 59 | | Family Relationships and Other Arrangements | 59 | | Delinquent Section 16(a) Reports | 59 | | Stockholder Communications with the Board of Directors | 59 | | Stockholder Proposals for the 2026 Annual Meeting of Stockholders | 60 | | Stockholder Proposals – Inclusion in Company Proxy Statement | 60 | | Other Stockholder Proposals or Nominations | 60 | | United States Securities and Exchange Commission Reports | 60 | | Delivery of Documents to Stockholders Sharing an Address | 60 | | Other Matters | 61 | | Except where the context indicates otherwise, the “Company,” “we,” “us” and “our” refer to Limoneira Company and its wholly owned subsidiaries. References to “stockholders” refer to stockholders of Limoneira Company. | |
Nominating and Corporate Governance Committee
| • | reviewing the Board’s independent director compensation process, self-evaluations and policies; |
Director Compensation
Director Compensation The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract and retain the best talent to our Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to the cash compensation for director fees and committee membership, we provide equity grants and have Ownership Guidelines to align directors’ interests with our stockholders’ interests and to ensure focus on our long-term growth, our road map and success.
Director Compensation
| Limoneira Company | 21 | 2026 Proxy Statement |
Director Compensation Structure for Fiscal Year 2025
Director Compensation Structure for Fiscal Year 2025 There were no changes to the director compensation in fiscal year 2025.
Director Compensation Structure for Fiscal Year 2025
| • | Equity Compensation. Each non-employee director receives an annual grant of restricted stock on the date of the Annual Meeting of Stockholders, with a grant date fair market value of $85,000, based on the closing price of our Common Stock on the grant date. The restricted stock vests in one-year, on April 9, 2026, consistent with the 2022 Plan, which requires a minimum one-year vesting period for all awards granted under the plan. |
Director Compensation Structure for Fiscal Year 2025
| • | Cash Compensation. The balance of the total annual compensation is paid in cash quarterly in arrears. |
Director Compensation Structure for Fiscal Year 2025
| • | Expenses. Directors (including the Chairperson of the Board) are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board or committees. The Company also reimburses directors for all reasonable and authorized business expenses related to service to the Company in accordance with the policies of the Company as in effect from time to time. |
Director Compensation Structure for Fiscal Year 2025
The following table sets forth the director total annual compensation fee schedule for service on the Board and committees for fiscal year 2025. Limoneira does not issue option awards, and no non-management directors have any option awards outstanding. Our management director, Mr. Edwards, does not receive any compensation for his service on the Board or for attending any Board or Committee meetings.
Director Compensation Structure for Fiscal Year 2025
| | Member | Chair | | Director Fees(1) | $145,000 | $205,000 | | Audit & Finance Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating & Corporate Governanace Committee | $7,500 | $15,000 | | Risk Management Committee | $6,000 | $12,000 |
Director Compensation Structure for Fiscal Year 2025
| (1) Director Fees are paid $60,000 cash and $85,000 equity based on closing market price on the day of our 2025 Annual Meeting held April 9, 2025. The Board Chair receives an additioal $60,000 cash premium. |
Pearl Meyer Engagement
| Director Name | Total FY 2025 Compensation ($) | Fees Earned Paid in Cash ($) | Equity Stock Award(1) ($) | Equivalent Shares(1) (#) | | Barbara Carbone | 172,500 | 87,500 | 85,000 | 5,090 | | Harold S. Edwards(2) | — | — | — | — | | Gordon E. Kimball | 161,000 | 76,000 | 85,000 | 5,090 | | Elizabeth Mora | 175,000 | 90,000 | 85,000 | 5,090 | | Peter J. Nolan | 161,000 | 76,000 | 85,000 | 5,090 | | Scott S. Slater | 220,000 | 135,000 | 85,000 | 5,090 | | Edgar A. Terry | 164,500 | 79,500 | 85,000 | 5,090 | | | 1,054,000 | 544,000 | 510,000 | 30,540 |
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors Pursuant to its charter, the Nominating Committee identifies individuals qualified to become directors, consistent with the Board’s criteria, and recommends to the Board the nominees to stand for election at the Annual Meeting of Stockholders. The Nominating Committee recommended, and the Board nominated, Ms. Elizabeth Mora and Mr. Peter J. Nolan for election as Class III directors, each to serve a three-year term that expires at our 2029 Annual Meeting of Stockholders. Each nominee indicated a willingness to stand for re-election and to serve if re-elected. It is intended that the shares represented by the enclosed proxy will be voted for the election of the above-named nominees. Although it is anticipated that each nominee will be available to serve as a director, should any nominee be unable to serve, the proxies will be voted by the proxy holders in their discretion for another person properly designated. The Nominating Committee and the Board believe each Class III nominee brings a strong and diverse set of skills and experience to the Company that strengthens our Board leadership and effectiveness with respect to our business and long-term strategy.
Nominees for Election to the Board of Directors
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Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders
Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders
Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders
| AGE: 65 CLASS: III Compensation (Chair) Nominating & Corporate Governance (Chair) | Elizabeth Mora Ms. Mora has served as a director of the Company since 2021. Ms. Mora is a seasoned board director, financial expert, and business operations executive, who built her career in the accounting, education, technology and research industries. Ms. Mora’s more than 30-year career began at PricewaterhouseCoopers and her most recent role was as Chief Administrative Officer, Vice President for Finance, Administration and Treasurer at the Charles Stark Draper Laboratory, Inc., a position she held from 2008 to 2020. Ms. Mora served in a variety of executive management roles at Harvard University from 1997 to 2008, including as Chief Financial Officer and Vice President for Finance and Associate Vice President, Research Administration. Ms. Mora currently serves as a board member for two other companies; Inogen Inc. (Nasdaq: INGN), a medical technology company; and MKS Instruments (Nasdaq: MKSI), a global semi-conductor equipment, laser, and laser packaging company. Ms. Mora is a Certified Public Accountant and holds a Bachelor of Arts from the University of California, Berkeley, and a Master of Business Administration from Simmons College. Ms. Mora’s extensive experience in public accounting and higher education provides the Board with financial and business expertise. Her deep knowledge and passion for sustainability enhances the Board and the Company’s commitment to ESG. |
Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders
| AGE: 67 CLASS: III COMMITTEES: Audit & Finance (Member) Risk Management (Member) | Peter J. Nolan Mr. Nolan has served as a director of the Company since January 1, 2024. He currently serves as the chairman of Nolan Capital, Inc., which he founded in 2014 as the holding company for his family office to make long term investments in growth-oriented companies. Mr. Nolan also serves as a Senior Advisor to Leonard Green & Partners (“LGP’’). Mr. Nolan joined LGP as a Managing Partner in 1997. Previously, Mr. Nolan was a Managing Director and Co-Head of DLJ’s (now Credit Suisse) Los Angeles Investment Banking Division, which he joined in 1990. Prior to DLJ, Mr. Nolan was a First Vice President in corporate finance at Drexel, Burnham, Lambert in Beverly Hills from 1986 to 1990, a Vice President at Prudential Securities, Inc. from 1982 to 1986 and an Associate at Manufacturers Hanover Trust Company. Mr. Nolan serves as Chairman of Diamond Wipes International, Ortega National Parks, Country Supplier which owns C-A-L Ranch Stores and Beuri Pro Inc. He earned a Bachelor of Science degree in Agricultural Economics and Finance from Cornell University and a Master of Business Administration from the Johnson Graduate School of Management at Cornell University. Mr. Nolan’s experience in finance, asset management, capital markets and capital management, and his experience as a senior executive and an institutional investor, provides the Board with financial and business expertise. |
Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders
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Required Vote for Election of Directors
Required Vote for Election of Directors The election of directors is by plurality of the votes of present, in person or by proxy, at the Annual Meeting and entitled to vote thereon, with the two (2) nominees receiving the highest vote totals to be elected as directors. Broker non-votes and abstentions are not counted toward the election of directors or toward the election of individual nominees specified on the proxy and therefore, broker non-votes and abstentions shall have no effect on this proposal. For the election of directors, you may elect to cumulate your vote. Cumulative voting will allow you to allocate all your votes among the director nominees, as you see fit. You may not cumulate your votes against a nominee. If you are a stockholder of record and choose to cumulate your votes, you will need to make an explicit statement of your intent to cumulate your votes, either by so indicating on your proxy or by indicating in writing on your ballot when voting during the Annual Meeting. If you hold shares beneficially through a broker, trustee or other nominee and wish to cumulate votes, you should contact your broker, trustee or nominee. If you vote by proxy or voting instruction card and submit your proxy with no further instructions, the designated proxies may cumulate and cast your votes in favor of the election of some or all of the applicable nominees in their sole discretion, provided that none of your votes will be cast for any nominee as to whom you vote against or abstain from voting. Cumulative voting applies only to Proposal 1 – Election of Directors.
Recommendation of the Board of Directors
Recommendation of the Board of Directors The Board recommends that you vote “FOR” all the nominees, Ms. Elizabeth Mora and Mr. Peter J. Nolan, to be elected to our Board as Class III directors for a term ending at our 2029 Annual Meeting of Stockholders.
Directors Not Up for Re-Election
Directors Not Up for Re-Election
Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders
Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders
Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders
| AGE: 60 CLASS: I President & CEO | Harold S. Edwards Mr. Edwards has served as a director of the Company since 2009. Mr. Edwards has been President and Chief Executive Officer of the Company since November 2003. Previously, Mr. Edwards was the president of Puritan Medical Products, a division of Airgas Inc. Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc, Cargill, Inc, Agribrands International, The Ralston Purina Company, and Mission Produce, Inc. Mr. Edwards is currently a member of the board of directors of Compass Group Diversified Holdings LLC (NYSE: CODI). Mr. Edwards is a graduate of Lewis and Clark College and the Thunderbird School of Global Management, now part of Arizona State University, where he earned a Master of Business Administration degree. As the President and Chief Executive Officer of the Company, Mr. Edwards brings to our Board an intimate understanding of our business and operations. Mr. Edwards provides our Board with company-specific experience and expertise, in addition to his substantial experience as a chief executive officer and senior executive across a variety of industries. |
Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders
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Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders
| AGE: 66 CLASS: I COMMITTEES: Nominating & Corporate Governance (Member) Risk Management (Chair) | Edgar A. Terry Mr. Terry has served as a director of the Company since 2017. Since 1982, Mr. Terry has worked for his family company, Terry Farms, Inc., which produces various vegetable and strawberry crops in Ventura County, California; he serves as its President and Chief Financial Officer (1990-Present). Additionally, he serves as President of Willal, Inc. (1990- Present). Mr. Terry also teaches corporate finance at California Lutheran University (1987-Present). In the past, Mr. Terry served as President of the Ventura County Farm Bureau (2001-2003) and as Chief Financial Officer of the District 63 Umpire Association (2006-2013). Mr. Terry currently serves as a director (and on various committees) on several companies and other entities, including Terry Farms Inc.; Farm Credit System; CoBank; Willal, Inc.; Rancho Adobe, Inc.; Ventura County Fair Foundation, the Center for Economic Forecasting Advisory Board at California Lutheran University and the Federal Farm Credit Funding Corporation. Mr. Terry is a graduate of California Lutheran University where he earned a Bachelor of Science degree and a Master of Business Administration degree. Mr. Terry’s extensive experience in agribusiness, finance, and the Ventura County community provides the Board with important knowledge and perspective regarding the responsible use of the Company’s land and water resources, technical and financial expertise, and community relations. |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| AGE: 67 CLASS: II COMMITTEES: Audit & Finance (Chair) Compensation (Member) | Barbara Carbone Ms. Carbone has served as a director of the Company since 2022. Ms. Carbone served in several accounting and auditing-related roles at KPMG LLP, a multinational accounting and advisory firm from 1981 through September 2019. Prior to her retirement she served on the KPMG Partnership Audit Committee for six years including three years as the chairperson. Ms. Carbone currently serves on the board of directors and on the audit committee of The Cooper Companies, Inc. and on the board of directors and as audit committee chair of Bob’s Discount Furniture, Inc. Ms. Carbone served as the chairperson of the board of directors and a member of the workforce and compensation committees for TrueCar, Inc. from June 2023 to January 2026, and on the Audit Committee throughout her term on the board, as chair from December 2021. She served as a member of the board of directors, a member of the audit and transaction committees, and as chair of the compensation committee of DZS Inc. (NSDQ: DZSI) from January 2021 through March 2025 and as chair of the nominating and governance committee from May 2024 through March 2025. From September 1998 through December 2019, she served as a member of the board of directors, and chair of the audit committee, of the Women’s Business Enterprise National Council, the largest certifier of women-owned businesses in the United States and a leading advocate for women business owners and entrepreneurs. Ms. Carbone has a Bachelor of Science in Business Administration (Accountancy) from California State University at Sacramento. Ms. Carbone’s extensive public reporting experience, audit committee leadership, and public board experience brings a level of diversity and financial expertise to the Board. |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
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Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| AGE: 73 CLASS: II COMMITTEES: Audit & Finance (Member) Risk Management (Member) | Gordon E. Kimball Mr. Kimball has served as a director of the Company since 1995. Mr. Kimball has been president of Kimball Engineering, Inc., which provides race car design and production services, since 1994. He is also the managing partner of Kimball Ranches, a 150-acre avocado ranch near Santa Paula, California. Prior to that, Mr. Kimball designed Formula One race cars in England and Italy for McLaren International, Ferrari and Benetton Racing from 1984 to 1992. From 1976 to 1983, he designed Indianapolis race cars for Parnelli Jones, Chaparral and Patrick racing teams. Mr. Kimball currently serves on the board of directors of the United Water Conservation District and the Fillmore and Piru Basins Groundwater Sustainability Agency. Mr. Kimball graduated from Stanford University where he earned his Bachelor of Science and Master of Science degrees in mechanical engineering. Mr. Kimball’s experience as an entrepreneur and producer of avocados provides our Board with focused and insightful operational experience and leadership. |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| AGE: 67 CLASS: II Chairperson of the Board of Director COMMITTEES: Compensation (Member) Nominating & Corporate Governance (Member) | Scott S. Slater Mr. Slater has served as a director of the Company since 2012. He was named Chairperson of the Board in July 2022. Mr. Slater is a shareholder with the law firm of Brownstein Hyatt Farber Schreck, with 40 years of experience representing clients in complex water matters. Mr. Slater is an experienced litigator, and now primarily provides transactional and strategic counseling on water related matters. He was the lead negotiator for the San Diego County Water Authority, in its consummation of the largest water transfer in United States history. The author of California Water Law and Policy, the leading water law treatise in California, he also taught water law at several graduate and law schools in the United States, Australia and China. He was the principal author of strategy to decentralize groundwater sustainability planning for the Republic of Tunisia in 2022-2023 and water law legislative reform in Western Australia. He was identified by the California Daily Journal as one of the best 100 lawyers in California. From 2011 until January 1, 2024, he served as the President, Chief Executive Officer and member of the board of directors of Cadiz Inc, a publicly traded company (NASDAQ: CDZI). He currently serves as a senior advisor to Cadiz Inc. and remains the CEO of ATEC Water Systems, a wholly owned subsidiary of Cadiz Inc. Mr. Slater graduated from University of Redlands with a Bachelor degree and University of the Pacific – McGeorge School of Law where he earned a Juris Doctor. With his significant experience in the water field, Mr. Slater brings vast knowledge to the Board and the Company to assist them in, among other things, continued stewardship and management of the Company’s water assets. |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| Limoneira Company | 30 | 2026 Proxy Statement |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| Executive Compensation | | | Compensation Discussion and Analysis | | | This Compensation Discussion and Analysis describes our fiscal year 2025 executive compensation program and the oversight provided by the Compensation Committee. It also summarizes our compensation structure and discusses the compensation earned by our NEOs and should be read in conjunction with the Summary Compensation Table, related tables and disclosures for a more complete understanding of how our NEO compensation program operates. To ensure our leaders are driven to deliver excellence for our team members, our customers, and our stockholders, our executive compensation program is designed to link business priorities with performance. | | | Our NEOs for fiscal year 2025 were: | | | Harold S. Edwards(1) | President & Chief Executive Officer | | Mark Palamountain | Executive Vice President, Chief Financial Officer & Treasurer | | (1) Mr. Edwards is also a non-compensated management director. | | | Certain Information Regarding Our Executive Officers | | | Executive Officers Who Are Not Directors | | | AGE: 50 Executive Vice President, Chief Financial Officer & Treasurer (April 2024 - February 2026) | Mark Palamountain Mr. Palamountain was appointed Executive Vice President, Chief Financial Officer and Treasurer in April 2024. He served as the Company’s Chief Financial Officer and Treasurer from January 2018 to February 2026. He was also the Corporate Secretary from January 2018 through July 2022. He has served as the Company’s Senior Director of Agricultural Operations from 2014 to 2018. From 2012 to 2014, Mr. Palamountain served as Director of Business Development and Business Integration at the Company. Prior to joining the Company, Mr. Palamountain was the Chief Executive Officer and a founder of Perpetual Power LLC, a leading solar integration company specializing in finance and product technology. From 2003 to 2008, he served as Managing Director, Head of NASDAQ Trading for Broadpoint Securities where he was responsible for all trading desk management functions for a team of 25 traders. Between 2001 and 2003, Mr. Palamountain was a Principal at Thomas Weisel Partners and from 1997 to 2001, he was a trader at JPMorgan Chase. Mr. Palamountain is a member of the board of directors and chair of the audit committee for VM Agritech. Mr. Palamountain is a graduate of the University of Colorado at Boulder, where he earned a Bachelor of Science degree in Finance. |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| Limoneira Company | 31 | 2026 Proxy Statement |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
| AGE: 64 Vice President, Chief Financial Officer & Treasurer (February 2026 - Current) | Gregory C. Hamm Gregory C. Hamm has served as the Company’s Corporate Controller since 2004 and the Company’s Vice President and Corporate Controller since 2008, and was appointed Vice President, Chief Financial Officer and Treasurer on February 8, 2026. Mr. Hamm has served as a member of the Board of Directors for Limoneira’s Federal Credit Union since 2011 and as President of Limoneira’s Federal Credit Union from 2011 – 2021. Prior to joining the Company, Mr. Hamm served as the Corporate Controller for Enterprise Fish Co. and Hurry Curry of Tokyo Restaurants. Mr. Hamm is a graduate of the University of California at Santa Barbara where he earned a Bachelor of Arts Degree in Business Economics with an Accounting Emphasis. |
Incumbent Class II Directors – Term Expiring at 2028 Annual Meeting of Stockholders
Mr. Hamm was appointed Chief Financial Officer in fiscal year 2026 and did not serve as an NEO during fiscal year 2025. Accordingly, the compensation disclosure below is not applicable to him.
Key Executive Compensation Objectives
| Retention | Retaining executives and encouraging their continued quality service, thereby encouraging and maintaining continuity of the management team. Our competitive base salaries combined with variable cash and equity incentive bonuses, and the long-term incentives through our retirement plan and the vesting requirements of our equity-based incentive bonuses, encourage high-performing executives to remain with the Company. |
Key Executive Compensation Objectives
| Shareholder Alignment | Aligning executive and stockholder interests. The Compensation Committee believes the use of equity compensation as a key component of executive compensation is a valuable tool for driving sustained financial value creation and aligning the interests of our NEOs with those of our stockholders. |
Compensation Peer Group
Compensation Peer Group For purposes of setting executive compensation levels for fiscal year 2025, the following compensation Peer Group was used:
Compensation Peer Group
| Alico, Inc. | Calavo Growers, Inc. | Maui Land & | The St. Joe Company | | | | Pineapple Company, Inc. | | | Benson Hill, Inc. | Farmer Bros. Co. | Mission Produce, Inc. | Village Farms International, Inc. | | Bridgford Foods Corporation | Five Points Holdings, LLC | Tejon Ranch Co. | Vital Farms, Inc. | | Cadiz, Inc. | Lifeway Foods, Inc. | The Duckhorn Portfolio, Inc. | |
Compensation Peer Group
In January 2026, at the recommendation of Pearl Meyer, the Board reviewed and approved an updated peer group for use beginning in fiscal year 2026. In conducting this review, Pearl Meyer evaluated the continued relevance of the existing peer group and screened potential additions, taking into account companies that cited Limoneira as a peer and applying the following general criteria:
Compensation Peer Group
| • | Revenue: ranging from approximately $20 million to $1.2 billion |
Compensation Peer Group
| • | Industry (Primary GICS Classification): Agricultural Products, Distillers and Vintners, Packaged Foods and Meats, Real Estate Management and Development, and Water Utilities |
Compensation Peer Group
| • | ISS peer group alignment |
Compensation Peer Group
Upon review and analysis, Pearl Meyer proposed the following changes to the existing peer group to reflect merger and acquisition activity within the prior peer group and to maintain an appropriately sized peer group:
Compensation Peer Group
| • | Deletions: Benson Hill, Inc. (merged in September 2021 with Star Peak Corp II), and The Duckhorn Portfolio (acquired by Butterfly Equity). |
Compensation Peer Group
| • | Additions: Crimson Wine Group, Ltd. and SunOpta Inc. |
Compensation Peer Group
The compensation peer group approved for purposes of setting 2026 executive compensation levels and benchmarking director compensation is as follows:
Compensation Peer Group
| Alico, Inc. | Crimson Wine Group, Ltd.. | Maui Land & | SunOpta Inc. | | | | Pineapple Company, Inc. | | | Bridgford Foods Corporation | Farmer Bros. Co. | Mission Produce, Inc. | Village Farms International, Inc. | | Cadiz, Inc. | Five Points Holdings, LLC | Tejon Ranch Co. | Vital Farms, Inc. | | Calavo Growers, Inc. | Lifeway Foods, Inc. | The St. Joe Company | |
Fiscal Year 2025
| • | Engaged Pearl Meyer to review non-employee director compensation; |
Fiscal Year 2024
| • | Implemented new director compensation program as previously disclosed; |
Benchmarking
Benchmarking Our executive and non-employee director compensation was developed with the assistance of Pearl Meyer and is reviewed annually based on:
Benchmarking
| • | Interviews with NEOs, members of the Board and the Compensation Committee chairperson to understand the roles, business strategy, performance measures, and projections; |
Benchmarking
| • | Data collection and review of current Company compensation program documents; |
Benchmarking
| • | External market assessment, including competitive analysis of market compensation and establishment of a market peer group; and |
Benchmarking
| • | Report and recommendation based on Company and NEO performance, and analysis of peer group incentive programs and competitive pay levels including base and long-term equity incentive value. |
Fiscal Year 2025 Compensation Structure
| Strategic Special Project Bonus | During fiscal year 2022, the Board approved a five-year strategic plan and roadmap to transition the Company to an “asset light” model, including monetizing specific assets and rightsizing the Company’s balance sheet. In connection with this strategic plan, the Board also established and approved a Strategic Special Project Bonus Program (the “SSP Bonus Program”) to incentivize our NEOs to successfully execute the roadmap. | | | Under the SSP Bonus Program, the Chief Executive Officer and the Chief Financial Officer were eligible to receive cash and restricted stock awards totaling five percent (5%) and three percent (3%), respectively, of gains on asset sales or development earnings received from the sale of certain land or water assets of the Company or real estate development. | | | See “Strategic Special Project Bonus” below for detailed information. |
Fiscal Year 2025 Compensation Structure
| Short-Term Cash Incentive Compensation | Target cash incentive compensation is a percentage of base salary for the NEOs (and certain other employees) to align more closely with market levels. Cash incentive compensation has an individual strategic performance component, such that 70% of the cash incentive compensation is based on the Company’s adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”) performance relative to goals, and 30% is based on achievement of individual strategic performance objectives (“Performance Compensation Award”). The threshold and maximum cash incentive compensation potential is structured as 75% and 125% of target, respectively, for the NEOs and all applicable employees. See “Annual Performance Compensation Award” below for detailed information. |
Fiscal Year 2025 Compensation Structure
| Long-Term Equity Incentive Compensation | Long-term equity incentive compensation is a prospective (upfront) value-based approach to making equity grants, which includes total grant values aligned with market levels and equity grants being made at the beginning of the fiscal year. Annual long-term incentive compensation is a mix of 50% performance-based equity grants (“Performance Share-Based Award”) and 50% service-based restricted equity grants (“Restricted Share Award”). Performance Share-Based Awards have a longer, three-year performance period, with payouts based on achieving targeted three-year compound annual growth rates (“CAGR”) in revenues over the measurement period (“Performance Period”). The longer Performance Period is intended to motivate sustained performance for stockholders over a number of years. See “Annual Equity Incentives” below for detailed information. |
Fiscal Year 2025 Compensation Structure
| Change-in-Control Compensation | The Company maintains a Change in Control retention program (the “Change in Control Retention Program”) for the NEOs and certain members of management. The Change in Control Retention Program is designed to retain NEOs and key employees in the event of a Change in Control. The related Change in Control Agreements, described below, are “double-trigger,” providing that if an NEO is terminated without cause or resigns for good reason within the defined change-in-control period, they will receive a lump-sum payment equal to 200% of base salary and up to 24 months of COBRA coverage if they sign a release. See “Change in Control, Separation or Severance Benefits” below for detailed information. |
Fiscal Year 2025 Compensation Structure
| Transaction Bonus Compensation | The Company maintains a Transaction Bonus Program (the “Transaction Bonus Program”) under which NEOs can receive a bonus (“Transaction Bonus”) to incentivize the NEOs to achieve a transaction value for the Company starting at $28 per share with further incentives up to $40 per share or more. The Company also adopted a similar program for Company Vice Presidents with a pool base of $1.0 million to incentivize those individuals whose contribution is critical to securing a beneficial transaction. See “Transaction Bonus Program” below for detailed information. |
Changes for Fiscal Year 2026 Compensation Structure
| Profit Participation Project Bonus | On January 27, 2026, the Board determined to terminate the SSP Bonus Program and replace it with the Profit Participation Project Bonus Program (the “PPP Bonus Program”), effective February 1, 2026. The PPP Bonus Program, like the SSP Bonus Program, is designed to encourage NEOs to transition the Company to an asset-light model by enabling our NEOs to receive cash and restricted stock awards for asset sales or development earnings. However, the PPP Bonus is based on the profits generated from the sales and development, as opposed to the gains. See “Profit Participation Project Bonus” below for detailed information. |
Changes for Fiscal Year 2026 Compensation Structure
| Long-Term Equity Incentive Compensation | In November 2025, the Compensation Committee approved changes to the long-term equity incentive compensation for fiscal year 2026. Beginning in fiscal year 2026, Performance Share-Based Awards will include a double-trigger component. First, the annual net income budget must be achieved. Then, if achieved, the specific award levels would be determined based on revenue growth above the net income budget levels. See “Changes for Fiscal Year 2026 Compensation Structure - Performance Share- Based Awards” below for detailed information. |
The Role of the Compensation Committee in Setting Compensation
The Role of the Compensation Committee in Setting Compensation Our Compensation Committee determines our compensation philosophy and the compensation for our executive officers, considering individual and corporate achievements. During the first quarter of each fiscal year, the Compensation Committee establishes performance goals for cash and equity incentive compensation for each NEO and, following the end of that fiscal year, determines the level of attainment of those established goals. The Compensation Committee believes it is important to be informed as to the current practices of other companies in our industry and/or similar in size or other attributes to the Company and to set compensation levels for our NEOs that are competitive with such peer companies. As a result, in determining compensation levels for our NEOs and for purposes of determining any potential payments to our NEOs under our annual cash and equity incentive programs, the Compensation Committee periodically reviews and compares available salary and incentive information of other companies. As set forth above, the Compensation Committee retains an independent compensation consultant approximately every two (2) years to assist with reviewing the compensation structure for executive officers. As a part of such review, the Compensation Committee compares each component of the Company’s compensation program to the compensation paid to equivalent executive officers at peer companies, with a goal of setting competitive compensation levels for each of our NEOs. Between formal engagements or market reviews, the Committee may also adjust compensation levels for our NEOs based on information regarding broader market trends and practices. The results of any such benchmarking activities are utilized in designing our compensation program described in “Elements of Compensation.”
Annual Performance Compensation Award
Annual Performance Compensation Award We offer annual cash incentive compensation with an individual strategic performance component, such that 70% of the cash incentive compensation is based on the Company’s adjusted EBITDA performance relative to goals, and 30% is based on achievement of individual strategic performance objectives, subject to the negative discretion of our Compensation Committee. Any bonuses earned under the program in respect of a fiscal year are paid in a cash lump sum on or after October 31 of the performance year but on or before January 31 of the year following the performance year. The amount of the annual performance compensation award is set with a threshold equal to 75%, target equal to 100% and maximum equal to 125% of adjusted EBITDA as set forth in the budget approved by the Board. For fiscal year 2025, our NEOs were eligible to receive cash incentive compensation in an amount equal to 37.5% for Mr. Edwards and 30% for Mr. Palamountain of their respective base salaries if the Company achieved adjusted EBITDA of at least $12.1 million. The amount of potential cash incentives our NEOs were eligible to receive increased incrementally up to a maximum of 150% for Mr. Edwards and 120% for Mr. Palamountain of their respective base salaries if the Company achieved adjusted EBITDA of at least $20.3 million. Due to significant depreciable assets associated with the nature of
Annual Performance Compensation Award
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Annual Performance Compensation Award
our operations and interest costs associated with our capital structure, management believes that EBITDA and adjusted EBITDA, which excludes stock-based compensation, pension settlement cost, impairment of intangible assets, loss (gain) on disposal of assets, net, cash bonus related to sale of assets, gain on legal settlement, cash severance benefits, contract termination fee and gain on remeasurement of previously held equity method investment, are important measures to evaluate our results of operations between periods on a more comparable basis. For fiscal year 2025, the Compensation Committee did not approve payment of any cash incentive compensation as the minimum adjusted EBITDA threshold was not met. EBITDA and adjusted EBITDA are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. There were no performance compensation awards earned for fiscal year 2025. EBITDA and adjusted EBITDA are summarized and reconciled to net (loss) income attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):
Annual Performance Compensation Award
| | Fiscal Year Ended October 31, | | | | | 2025 | 2024 | 2023 | | | ($) | ($) | ($) | | Net (loss) income attributable to Limoneira Company | (15,981) | 7,716 | 9,400 | | Interest income | (62) | (118) | (364) | | Interest expense, net of patronage dividends | 1,553 | 961 | 494 | | Income tax (benefit) provision | (4,649) | 4,373 | 4,247 | | Depreciation and amortization | 9,209 | 8,374 | 8,576 | | EBITDA | (9,930) | 21,306 | 22,353 | | Stock-based compensation | 3,077 | 4,116 | 3,841 | | Pension settlement cost | — | — | 2,700 | | Impairment of intangible asset | — | 643 | — | | Loss (gain) on disposal of assets, net | 706 | (507) | (28,849) | | Cash bonus related to sale of assets | — | — | 2,000 | | Gain on legal settlement | — | — | (2,269) | | Cash severance benefits | 447 | 1,160 | — | | Contract termination fee | 2,100 | — | — | | Gain on remeasurement of previously held equity method investment | (2,852) | — | — | | Adjusted EBITDA | (6,452) | 26,718 | (224) |
Annual Equity Incentive Awards
Annual Equity Incentive Awards It is our objective to have a substantial portion of each NEO’s compensation contingent upon overall corporate performance. Our Compensation Committee believes that annual equity incentive awards for the achievement of defined objectives create value for the Company and align the NEO’s compensation with the interests of our stockholders. Our equity incentive awards are granted to NEOs in the form of restricted stock with vesting based upon performance or time as described below. In fiscal year 2025, we did not grant any stock options or stock appreciation rights to our NEOs, nor do our NEOs hold any stock options or stock appreciation rights.
Annual Equity Incentive Awards
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Annual Equity Incentive Awards
For fiscal year 2025, the Company continued using a prospective (upfront) value-based approach to granting annual equity incentive awards that was adopted in 2024, with total annual equity incentive award values aligned with market levels, and grants made at the beginning of the fiscal year. These annual grants are a mix of 50% Performance Share-Based Awards and 50% Restricted Share Awards. The strategy was designed to create a range around the 50th percentile of market peer group and survey data prepared and analyzed by Pearl Meyer. The amount of any equity incentive award is equal to the award level as set forth in the Compensation Schedule with the number of shares to be granted calculated based on the closing market share price on November 1 of the applicable year.
Performance Share-Based Awards
Performance Share-Based Awards Performance Share-Based Awards are subject to the Company’s achievement of certain performance goals, namely, a three-fiscal year CAGR pursuant to which the CAGR of the Company is increased by at least 2% in revenues over the period (“Performance Goal”). The Performance Share-Based Awards are granted to the NEO at the beginning of the Performance Period but are not issued until the Performance Period (as defined below) has been completed and only if the Performance Goal has been met. The actual Performance Share-Based Award, if any, earned by a participant, not in excess of the maximum Performance Share-Based Award, is determined by the Compensation Committee during the ninety (90) days immediately following the end of the Performance Period. Performance Share-Based Awards are subject to the negative discretion of the Compensation Committee even if the Performance Goal is met. For fiscal year 2025, the Performance Period for Performance Share-Based Awards is November 1, 2024, through October 31, 2027. To achieve such Performance Share-Based Awards, the Performance Goal is two percent (2%) CAGR for the threshold level of achievement, five percent (5%) CAGR for the target level of achievement, and eight percent (8%) CAGR for the maximum level of achievement, with linear interpolation between each such level of achievement. The target level of achievement is reflected in the Plan Based Awards table below but not included as compensation until the Performance Equity Award is earned.
Performance Share-Based Awards
| | | | | Mark | | | CAGR | Vesting (as % of | Harold Edwards | Palamountain | | CAGR (as % of target) | ($) | target) | (#) | (#) | | Maximum - 8% | 157,733,011 | 200% | 39,156 | 19,577 | | Target - 5% | 144,950,336 | 100% | 19,578 | 9,789 | | Threshold - 2% | 132,877,621 | 50% | 9,789 | 4,895 |
Strategic Special Project Bonus
Strategic Special Project Bonus In February 2022, the Board approved a strategic plan and roadmap for the next five (5) years with the goal of transitioning the Company to an “asset light” model by monetizing specific assets and rightsizing the Company’s balance sheet. The Compensation Committee in consultation with Pearl Meyer developed the SSP Bonus Program, an incentive program designed to align with the asset-light strategic plan, and related Retention Bonus Agreements (the “Retention Bonus Agreements”) for Messrs. Edwards and Palamountain. Pursuant to the Retention Bonus Agreements, Messrs. Edwards and Palamountain were eligible to receive cash and restricted stock awards totaling five percent (5%) and three percent (3%),
Strategic Special Project Bonus
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Strategic Special Project Bonus
respectively, of gains on asset sales or development earnings received from the sale of certain land or water assets of the Company or real estate development after the date of the Retention Bonus Agreement through December 31, 2027 (each a ”SSP Bonus” and collectively, the “SSP Bonuses”). The Retention Bonus Agreements did not allow for “double-counting” of the gain on asset sales and development earnings subject to the SSP Bonus Program, and any earnings that were eligible for a SSP Bonus were deducted from the EBITDA calculation that was the subject of such awards. The SSP Bonuses payable to Messrs. Edwards and Palamountain were capped at $3.0 million and $2.1 million annually, and $7.5 million and $4.5 million in total, respectively. There were no SSP Bonuses earned for fiscal year 2025.
Change in Control, Separation or Severance Benefits
Change in Control, Separation or Severance Benefits On July 23, 2024, the Board approved a Change in Control Retention Program and related change in control agreements (the “Change in Control Agreements”) to be entered into with each of the Company’s NEOs, as well as certain other members of management who are not NEOs. The Change in Control Agreements are “double-trigger” change in control agreements, which provide that if the NEO is terminated without cause or resigns for good reason during the period (a) commencing upon the earlier of (i) the execution by the Company of a definitive agreement, the consummation of which would constitute a change in control of the Company or (ii) ninety (90) days prior to a change in control of the Company, and (b) ending twelve (12) months after a change in control of the Company, and subject to the NEO’s execution of a release in favor of the Company, the NEO will receive: (x) a payment equal to 200% of the NEO’s base salary at the time of the change in control of the Company, to be paid in a single cash payment, and (y) COBRA continuation coverage for up to twenty-four (24) months following the separation. Other than any award in connection with the Change in Control Agreements or Transaction Bonus Agreements, as described below, none of our NEOs are entitled to receive payments or other benefits upon termination of employment except equity acceleration for certain outstanding equity awards pursuant to the 2022 Plan. The 2022 Plan contains provisions that provide for the vesting of options and stock appreciation rights awarded thereunder, if any, as well as the lapse of restrictions on and vesting of all incentive awards issued thereunder upon a change in control or certain termination events.
Transaction Bonus Program
Transaction Bonus Program On August 22, 2024, the Board approved, and the Company entered into transaction bonus agreements (“the Transaction Bonus Agreements”) with its NEOs. The Transaction Bonus Agreements provide that each NEO will receive a Transaction Bonus, payable in one lump sum, if the NEO is employed on the closing date of a transaction (a “Transaction”) resulting in (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of 80% or more of the assets of the Company to any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act); (ii) any person or group becoming the beneficial owner of more than 50% of the total voting power or the Company; or (iii) a change in the majority of the Board in office during any period of two (2) consecutive years during the term of the Transaction Bonus Agreements. The Transaction Bonus Agreements further provide that if the NEO is terminated without cause (as defined in the Transaction Bonus Agreements) within 180 days of the closing of a transaction, the NEO will remain eligible to receive the Transaction Bonus. If the NEOs are terminated (i) by the Company for cause, (ii) by the Company without cause and the closing date of the Transaction occurs after 180 days following separation from service, or (iii) by the NEO for any reason prior to the closing date, the NEO’s eligibility to receive the Transaction Bonus will be cancelled and forfeited in all respects. The Transaction Bonus Agreement for Mr. Edwards provides for a base amount of $3,750,000 provided that the price per share of Company Common Stock received in any Transaction is at least $28.00 per share (the “Base Share Price”). Mr. Edwards will receive a greater Transaction Bonus for any increase in share price above the Base Share Price in $0.25 increments up to, but not including $40.00 per share (the “Target Share Price”). If the price per share is equal to the Target Share Price, Mr. Edwards will receive a Transaction Bonus of $5,250,000 (the “Edwards Target Transaction Bonus Amount”). For every $1.00 increase above the Target Share Price, the Edwards Target Transaction Bonus Amount will be increased by $62,500.
Transaction Bonus Program
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Transaction Bonus Program
The Transaction Bonus Agreement between the Company and Mr. Palamountain provided for a base amount of $2,225,000, contingent upon the price per share of Common Stock received in any Transaction being at least equal to the Base Share Price. Mr. Palamountain was eligible to receive a greater Transaction Bonus for any increase in share price above the Base Share Price in $0.25 increments up to, but not including, the Target Share Price. If the price per share was equal to the Target Share Price, Mr. Palamountain would have received a Transaction Bonus of $3,150,000 (the “Palamountain Target Transaction Amount”). For every $1.00 increase above the Target Share Price, the Palamountain Target Transaction Bonus Amount would have been increased by $37,500. If any Transaction Bonuses would have become payable, the NEOs would have lost their eligibility to receive any SSP Bonuses pursuant to the Retention Bonus Agreements, dated October 26, 2022, between the NEOs and the Company. If any SSP Bonuses were paid during the term of the Transaction Bonus Agreements, any Transaction Bonuses that would have become payable to the NEOs would have been reduced by the amount of such SSP Bonuses.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our NEOs participate in or have account balances in nonqualified defined contribution or other deferred compensation plans maintained by the Company.
Options and Stock Appreciation Rights
Options and Stock Appreciation Rights Except as otherwise provided in any award agreement pursuant to the 2022 Plan (an “Award Agreement”) or by a committee in a written resolution at the date of grant or thereafter to the extent outstanding awards granted under the 2022 Plan are either assumed, converted or replaced by the resulting entity in the event of a change in control, if a participant’s employment or service is terminated without Cause (as defined below) by the Company or an affiliate or a participant terminates his or her employment or service with the Company or an affiliate for Good Reason (as defined below) if applicable, in either case, during the twelve (12)-month period following a change in control, all outstanding options and stock appreciation rights held by a participant shall become fully exercisable and all restrictions with respect to outstanding awards shall lapse and become vested and non-forfeitable. In fiscal year 2025, we did not grant any stock options or stock appreciation rights to our NEOs nor do our NEOs hold any stock options or stock appreciation rights.
Performance-Based Awards
Performance-Based Awards Except as provided in an Award Agreement or by a committee in a written resolution at the date of grant or thereafter, to the extent outstanding awards granted under the 2022 Plan are assumed, converted, or replaced by the resulting entity in the event of a change in control: (i) any outstanding awards that are subject to performance share-based goals shall be converted by the resulting entity as if target performance had been achieved as of the date of the change in control; (ii) each performance-based award with service requirements shall continue to vest with respect to such requirements during the remaining period set forth in the Award Agreement; and (iii) all other awards shall continue to vest (and/or the restrictions thereon shall continue to lapse) during the remaining periods set forth in the Award Agreement.
Restricted Stock Awards
Restricted Stock Awards Pursuant to Award Agreements for restricted stock, in the event that the employment of a NEO with the Company is terminated by the Company on or after the issue date of an award, other than for Cause, any unvested restricted stock shall become fully vested only in the sole discretion of the Company. The Compensation Committee (or its designee, to the extent permitted under the 2022 Plan) has sole discretion to determine if a NEO’s rights have terminated pursuant to the 2022 Plan and any Award Agreement, including but not limited to the authority to determine the basis for the NEO’s termination of employment. In the event that a NEO remains in continuous employment with the Company or an Affiliate from the issue date of an award until a NEO’s termination due to (i) death, (ii) Disability or (iii) retirement (if the NEO has been employed by the Company for a period of at least the five (5) years immediately preceding the grant date and is age 65 or older), any unvested restricted stock previously issued shall become fully vested. For purposes of the above, “Cause” means:
Restricted Stock Awards
| • | The intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation, wrongdoing, or misfeasance, in each case, in connection with a Participant’s duties or otherwise during the course of a Participant’s employment or service with the Company or an Affiliate; |
Restricted Stock Awards
| • | the commission of a felony or the indictment for any felony, including, but not limited to, any felony involving fraud, embezzlement, moral turpitude, or theft; |
Restricted Stock Awards
| • | the intentional and wrongful damaging of property, contractual interests, or business relationships of the Company or an Affiliate; |
Restricted Stock Awards
| • | the intentional and wrongful disclosure of secret processes or confidential information of the Company or an Affiliate in violation of an agreement with, or a policy of, the Company or an Affiliate; |
Restricted Stock Awards
| • | the continued failure to substantially perform the Participant’s duties for the Company or an Affiliate; |
Restricted Stock Awards
| • | current alcohol or prescription drug abuse affecting work performance; |
Restricted Stock Awards
| • | current illegal use of drugs; or |
Restricted Stock Awards
| • | any intentional conduct contrary to the Company’s or an Affiliate’s written policies or practices. |
Restricted Stock Awards
Because the applicable Award Agreements of our NEOs do not define “Good Reason,” and such persons are not a party to any employment-related agreement, no NEO is entitled to terminate his or her employment or service for Good Reason. For purposes of the above, “Disability” means a NEO is unable to engage in his or her profession due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. The Compensation Committee shall certify Disability after consultation with a qualified medical examiner, and shall determine the date of termination after considering the Participant’s position and all applicable laws. In the event that Section 409A of the Code and the guidance issued thereunder (collectively, “Section 409A”) applies and any award would be paid to a NEO upon a “separation from service” within the meaning of Section 409A, and no exemption or exclusion from Section 409A shall apply, no award shall be released to any NEO who is a “specified employee” within the meaning of Section 409A until the earlier of the first day of the seventh month after the month of such NEO’s separation from service or the NEO’s death. The amounts shown in the following table reflect the potential value to the NEOs, as of the end of fiscal year 2025, of full acceleration of all unvested restricted stock awards upon a change in control of the Company and upon certain termination events. The amounts shown assume that a change in control or termination event was effective as of the last business day of fiscal year 2025 having been October 31, 2025. The closing market price of the Common Stock on October 31, 2025, was $14.13. The amounts below are estimates of the incremental, lump sum amounts that would be received upon a change in control or certain termination events; we can determine the actual amount only at the time of any actual change in control or termination event.
Restricted Stock Awards
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Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
| | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | Harold S. Edwards(4) | 118,347 | 1,672,243 | | Mark Palamountain(5) | 64,251 | 907,867 |
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
| (1) Information regarding unvested restricted stock held by each NEO is set forth in the Outstanding Equity Awards table below. |
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
| (2) Termination events include death, disability, termination other than for cause (in the sole discretion of the Company), retirement, or change of control (in the case of awards granted pursuant to the 2022 Plan). |
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
| (3) Total value calculated assuming a change in control or termination event date as of October 31, 2025, using the closing market price on October 31, 2025 at $14.13. |
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
| (4) Mr. Edwards had 49,152 shares of unvested restricted stock as of October 31, 2025. 10,000 of these restricted shares were equity-based discretionary retention awards. 39,152 of these restricted shares were equity-based incentive plan awards. |
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
Mr. Edwards had 69,195 shares of restricted stock vest during fiscal year 2025 on December 18, 2024; December 20, 2024; June 5, 2025; and October 31, 2025. 10,000 of these restricted shares were from equity-based discretionary retention awards granted December 20, 2022. 59,195 of these restricted shares were equity-based incentive plan awards granted December 20, 2022; November 1, 2023; December 18, 2023; and June 6, 2024.
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
| (5) Mr. Palamountain had 25,254 shares of unvested restricted stock as of October 31, 2025. 5,000 of these restricted shares were equity-based discretionary retention awards. 20,254 of these restricted shares were equity-based incentive plan awards. |
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events
Mr. Palamountain had 38,998 shares of restricted stock vest during fiscal year 2025 on December 18, 2024; December 20, 2024; June 5, 2025; and October 31, 2025. 5,000 of these restricted shares were from equity-based discretionary retention awards granted December 20, 2022. 33,998 of these restricted shares were equity-based incentive plan awards granted December 20, 2022; November 1, 2023; December 18, 2023; and June 6, 2024.
Employment Agreements
Employment Agreements During fiscal year 2025, the Company was not party to any employment agreements with any of our NEOs.
Profit Participation Project Bonus
Profit Participation Project Bonus The Compensation Committee in consultation with Pearl Meyer developed the PPP Bonus Program to incentivize NEOs and certain members of management to monetize or dispose of assets to generate a profit. Mr. Edwards’ Transaction Incentive Agreement (“Transaction Incentive Agreement”) under the PPP Bonus Program is effective as of February 1, 2026, and Mr. Hamm’s Transaction Incentive Agreement is effective as of the date of Mr. Hamm’s appointment as Chief Financial Officer. Pursuant to the Transaction Incentive Agreements, Messrs. Edwards and Hamm are eligible to receive cash and restricted stock awards totaling five percent (5%) and three percent (3%), respectively, of any profit generated from asset sales or development earnings received from the sale of certain land or water assets of the Company or real estate development after the date of the Transaction Incentive Agreements through October 31, 2031 (each a “PPP Bonus” and collectively, the “PPP Bonuses”). The Transaction Incentive Agreements set a five-year aggregate cap for Messrs. Edwards
Profit Participation Project Bonus
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Profit Participation Project Bonus
and Hamm of $5.0 million and $3.0 million, respectively, and an annual cap of $2.0 million and $1.2 million, respectively. If profit participation in any given year were to exceed the annual cap, the excess would be deferred and carried forward for potential payment in subsequent years, subject to the remaining aggregate cap. Any payment under the PPP Bonus Program will be made 50% in cash and 50% in restricted stock with a one-year vesting period.
Updates to Performance Share-Based Awards
Updates to Performance Share-Based Awards In fiscal year 2026, the Board approved a new Award Agreement with respect to the granting of restricted shares of the Company’s Common Stock, performance-based share awards and performance-based compensation awards under the 2022 Plan. The new Award Agreement replaces the Form of Performance-Based Restricted Share Award Agreement under the 2022 Plan which used the Company’s CAGR as a metric for determining the award. The new Award Agreement metrics are based on budgeted net income and budgeted revenue. The Awards include a double-trigger component whereby the annual net income budget must first be achieved, and then the specific achievement levels will be determined based on annual revenue growth above the annual net income budget levels.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio In connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation (“Total Compensation”) of the Company’s median employee (excluding the Chief Executive Officer), to the Total Compensation of the Company’s Chief Executive Officer (the “CEO Pay Ratio”). In identifying the median employee, the Company prepared a list of all employees of the Company, excluding the Chief Executive Officer, along with their annual base wages and salaries (“Annual Earnings”) as of October 31, 2025. The median employee was selected from this list. The median employee’s Total Compensation was then calculated by adding to their Annual Earnings all other compensation for fiscal year 2025, which includes equity incentive awards, annual cash incentives, and nonqualified deferred compensation earnings, Company-paid life insurance premiums, profit sharing and Company contributions made under the 401(k) Plan and personal usage of Company vehicles. Based on the information above, the CEO Pay Ratio for fiscal year 2025 is as follows:
Chief Executive Officer Pay Ratio
| Median Employee Total Compensation for Fiscal Year 2025 | $53,770 | | CEO Total Compensation for Fiscal Year 2025 | $1,277,931 | | Ratio of Median Employee Total Compensation to CEO Total Compensation for Fiscal Year 2025 | 24:1 |
Chief Executive Officer Pay Ratio
The CEO Pay Ratio for fiscal year 2025 includes an annual performance compensation award paid in fiscal year 2025 for fiscal year 2024 performance and an annual restricted share-based award.
Chief Executive Officer Pay Ratio
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Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| | Fiscal Year | Salary ($) | Stock Awards(1)(3) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(4) ($) | Total | | Harold Edwards President & Chief Executive Officer | 2025 | 719,250 | 499,997 | — | 58,704 | 1,277,951 | | | 2024 | 719,250 | 955,704 | 751,483 | 72,471 | 2,498,908 | | | 2023 | 693,299 | 1,766,543 | 1,124,500 | 69,010 | 3,653,352 | | Mark Palamountain Executive Vice President Chief Financial Officer & Treasurer | 2025 | 450,000 | 250,011 | — | 42,794 | 742,805 | | | 2024 | 450,000 | 523,422 | 455,942 | 53,458 | 1,482,822 | | | 2023 | 419,231 | 1,016,200 | 674,500 | 50,739 | 2,160,670 |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (1) The value of equity incentive plan awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (2) 2023 Non-Equity Incentive Plan Compensation includes: |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
SSP Bonus earned for fiscal year 2023, paid in fiscal year 2023, in connection with the sale of our Northern Properties. SSP Bonus earned for fiscal year 2023, paid in fiscal year 2023, in connection with Harvest Equity Earnings. 2024 Non-Equity Incentive Plan Compensation includes: Annual Performance Compensation Award earned for fiscal year 2024, paid in fiscal year 2025. SSP Bonus earned for fiscal year 2024, paid in fiscal year 2024, in connection with Harvest Equity Earnings. SSP Bonus earned for fiscal year 2024, paid in fiscal year 2025, in connection with Harvest Equity Earnings. 2025 Non-Equity Incentive Plan Compensation includes: There was no Non-Equity Incentive Plan Compensation earned for fiscal year 2025.
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (3) 2023 Equity Incentive Plan Compensation includes: |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
Equity-based discretionary retention awards issued on December 20, 2022, calculated at the market close share price of $13.19. SSP Bonus granted for fiscal year 2023, issued in fiscal year 2023, in connection with the sale of our Northern Properties. The shares were calculated at the market close share price of $15.74 on March 7, 2023. Equity-based incentive granted for fiscal year 2023, issued during fiscal year 2024, calculated at the market close share price of $19.57 on December 18, 2023. SSP Bonus granted for fiscal year 2023, issued in fiscal year 2023, in connection with Harvest Equity Earnings. The shares were calculated at the market close share price of $19.57 on December 18, 2023. 2024 Equity Incentive Plan Compensation includes: Restricted Share Award for fiscal year 2024, issued in fiscal year 2024. The shares were calculated at the market close share price of $14.13 on November 1, 2023. SSP Bonus granted for fiscal year 2024, issued in fiscal year 2024, in connection with Harvest Equity Earnings. The shares were calculated at the market close share price of $20.36 on June 6, 2024. SSP Bonus granted for fiscal year 2024, issued in fiscal year 2025, in connection with Harvest Equity Earnings. The shares were calculated at the market close share price of $26.30 on December 20, 2024. 2025 Equity Incentive Plan Compensation includes: Restricted Share Award for fiscal year 2025, issued in fiscal year 2025. The shares were calculated at the market close share price of $25.54 on November 1, 2024. There was no SSP Bonus granted for fiscal year 2025.
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (4) All Other Compensation consists of, for each of our NEOs, life insurance premiums, profit sharing and matching contributions under our 401(k) plan, dividends paid on stock awards, and personal use of Company vehicles. See Chart of All Other Compensation for details. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
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Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
The following charts reflect the fiscal year 2025 compensation mix for our Chief Executive Officer and other NEO:
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information about grants of equity and non-equity plan-based awards to the NEOs for performance in the fiscal year ended October 31, 2025, and discretionary, equity-based retention awards granted in fiscal year 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | Estimated Possible Payouts Under | | | Estimated Possible Payouts Under | | | Awards | Grant Date | | | | Non-Equity Incentive Plan Awards(4) | | | Equity Incentive Plan Awards(2) | | | Number of | Fair Value | | | | | | | | | | Shares or | of Stock | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(5) | Awards(6) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Harold S. Edwards | | | | | | | | | | | | November 1, 2024(1) | — | — | — | — | — | — | 19,577 | 500,000 | | | November 1, 2024(2) | — | — | — | 9,789 | 19,577 | 39,154 | — | 500,000 | | | November 1, 2024(3) | 269,625 | 539,250 | 1,078,500 | — | — | — | — | — | | Mark Palamountain | | | | | | | | | | | | November 1, 2024(1) | — | — | — | — | — | — | 9,789 | 250,000 | | | November 1, 2024(2) | — | — | — | 4,894 | 9,789 | 19,577 | | 250,000 | | | November 1, 2024(3) | 135,000 | 270,000 | 540,000 | — | — | — | — | — |
Grants of Plan-Based Awards in Fiscal Year 2025
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Grants of Plan-Based Awards in Fiscal Year 2025
| 1. | See page 39 under “Elements of Compensation - Annual Equity Incentive Awards - Restricted Share Awards”. This award represents a plan based equity incentive award pursuant to the 2022 Plan granted and issued on November 1, 2024 at the market closing price of $25.54. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 2. | As described on page 39 under “Elements of Compensation - Performance Share-Based Awards.” These performance-based restricted shares were granted pursuant to the 2022 Plan but have not been issued. These performance-based restricted shares are subject to Limoneira’s achievement of a three-fiscal year CAGR of at least 2% during the performance period from November 1, 2024 and ending on October 31, 2027. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 3. | As described on page 37 under “Elements of Compensation - Annual Performance Compensation Award.” This award represents a plan based non-equity award based on Participant’s annual base salary in effect on December 31, 2024 multiped by a payout scale percentage with seventy percent weighting associated with Adjusted EBITDA during the fiscal year, and thirty percent weighting associated with individual Performance Goals. There was no Annual Performance Compensation earned for fiscal year 2025. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 4. | These columns represent the potential cash incentives for each NEO under their respective Award Agreements pursuant to the 2022 Plan with respect to fiscal year 2025 performance. Threshold, Target and Maximum amounts represent 38%, 75% and 150% of Mr. Edwards’ base salary as of December 31, 2024. Threshold, Target and Maximum amounts represent 30%, 60% and 120% of Mr. Palamountain’s base salary as of December 31, 2024. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 5. | All such restricted shares, whether vested or unvested, are considered issued and outstanding on the date of issuance, and our NEOs have voting rights with respect to, and receive any dividends on, such restricted shares issued to them. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 6. | The value of equity incentive awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, as described on page 39 in this proxy statement under “Elements of Compensation” - “Restricted Share Awards” and “Performance Share-Based Awards.” The value of the shares was calculated using the market closing price on the issue date. The market closing price on November 1, 2024 was $25.54. |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table summarizes the total outstanding equity awards as of October 31, 2025, for each NEO.
Outstanding Equity Awards at 2025 Fiscal Year End
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Award: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Harold S. Edwards(2) | 10,000 | 141,300 | 39,152 | 553,218 | | Mark Palamountain(3) | 5,000 | 70,650 | 20,254 | 286,189 |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Based on a fair market value of the Common Stock on October 31, 2025 at $14.13 per share. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) Mr. Edwards has one (1) outstanding equity-based discretionary retention award: |
Outstanding Equity Awards at 2025 Fiscal Year End
On December 20, 2022, we issued 30,000 restricted shares that are equity-based incentive awards to vest in three (3) equal annual tranches on December 20, 2023; December 20, 2024; and December 20, 2025. At 2025 fiscal year end, 10,000 shares remained unvested from that grant. Mr. Edwards has four (4) outstanding plan-based equity incentive awards: On November 1, 2023, Mr. Edwards received an annual Restricted Share Award for fiscal year 2024. We issued 35,385 restricted shares to vest in three (3) equal annual tranches on October 31, 2024; October 31, 2025; and October 31, 2026. At 2025 fiscal year end, 11,795 shares remained unvested from that grant. On December 18, 2023, Mr. Edwards received an annual equity-based incentive award for fiscal year 2023 performance. We issued 12,588 restricted shares to vest in two (2) equal annual tranches on December 18, 2024; and December 18, 2025. At 2025 fiscal year end, 6,294 shares remained unvested from that grant. On November 1, 2024, Mr. Edwards received an annual Restricted Share Award for fiscal year 2025. We issued 19,577 restricted shares to vest in three (3) equal annual tranches on November 1, 2025; November 1, 2026; and November 1, 2027. At 2025 fiscal year end all 19,577 reamined unvest from that grant. On December 20, 2024, Mr. Edwards earned a SSP Bonus in connection with Harvest Equity Earnings for fiscal year 2024. We issued 1,486 restriced shares to vest on December 20, 2025. At 2025 fiscal year end, all 1,486 shares remained unvested from that grant.
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Mr. Palamountain has one (1) outstanding equity-based discretionary retention award: |
Outstanding Equity Awards at 2025 Fiscal Year End
On December 20, 2022, we issued 15,000 restricted shares to vest in three (3) equal annual tranches on December 20, 2023; December 20, 2024; and December 20, 2025. At 2025 fiscal year end, 5,000 shares remained unvested from that grant. Mr. Palamountain has four (4) outstanding plan-based equity incentive awards: On November 1, 2023, Mr. Palamountain received an annual Restricted Share Award for fiscal year 2024. We issued 17,693 restricted shares to vest in three (3) equal annual tranches on October 31, 2024; October 31, 2025; and October 31, 2026. At 2025 fiscal year end, 5,898 shares remained unvested from that grant. On December 18, 2023, Mr. Palamountain received an annual equity-based incentive award for fiscal year 2023 performance. We issued 7,351 restricted shares to vest in two (2) equal annual tranches on December 18, 2024; and December 18, 2025. At 2025 fiscal year end, 3,675 shares remained unvested from that grant. On November 1, 2024, Mr. Palamountain received an annual Restricted Share Award for fiscal year 2025. We issued 9,789 restricted shares to vest in three (3) equal annual tranches on November 1, 2025; November 1, 2026; and November 1, 2027. At 2025 fiscal year end all 9,789 shares remained unvest from that grant. On December 20, 2024, Mr. Palamountain earned a SSP Bonus in connection with Harvest Equity Earnings for fiscal year 2024. We issued 892 restriced shares to vest on December 20, 2025. At 2025 fiscal year end, all 892 shares remained unvested from that grant.
Outstanding Equity Awards at 2025 Fiscal Year End
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Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End The following table sets forth information about vesting of restricted stock held by our NEOs during fiscal year 2025:
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
| | Option Awards | | Stock Awards | | | | | Name | Number of Securities Acquired on Exercise(4) (#) | Market Value Realized on Exercise(4) ($) | Discretionary Awards That Vested FY 2025 (#) | Market Value of Discretionary Award Shares That Vested FY 2025(1) ($) | Incentive Equity Plan Awards That Vested FY 2025 (#) | Market Value of Incentive Equity Plan Award Shares That Vested FY 2025(1) ($) | | Harold S. Edwards(2) | — | — | 10,000 | 263,000 | 59,195 | 1,171,818 | | Mark Palamountain(3) | — | — | 5,000 | 131,500 | 33,998 | 677,576 |
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
| (1) Based on a fair market value of the Common Stock on the date of vesting. Mr. Edwards and Mr. Palamountain had shares vest on the following dates: |
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
December 18, 2024 at $25.36 per share. December 20, 2024 at $26.30 per share. June 5, 2025 at $15.08 per share. October 31, 2025 at $14.13 per share.
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
| (2) Mr. Edwards had 10,000 shares vest in connection with one (1) equity-based discretionary retention award: |
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
10,000 shares vested on December 20, 2024, in connection with an award issued December 20, 2022. Mr. Edwards had 59,195 shares vest in connection with five (5) equity-based incentive awards: 6,294 shares vested on December 18, 2024, in connection with an award issued December 18, 2023. 6,362 shares vested on December 18,2024, in connection with an award issued December 18, 2023. 14,282 shares vested on December 20, 2024, in connection with an award issued December 20, 2022. 20,463 shares vested on June 5, 2025, in connection with an award issued June 6, 2024. 11,795 shares vested on October 31, 2025, in connection with an award issued November 1, 2023.
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
| (3) Mr. Palamountain had 5,000 shares vest in connection with one (1) equity-based discretionary retention award: |
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
5,000 shares vested on December 20, 2024, in connection with an award issued December 20, 2022. Mr. Palamountain had 33,998 shares vest in connection with five (5) equity-based incentive awards: 3,676 shares vested on December 18, 2024, in connection with an award issued December 18, 2023. 3,807 shares vested on December 18,2024, in connection with an award issued December 18, 2023. 8,339 shares vested on December 20, 2024, in connection with an award issued December 20, 2022. 12,278 shares vested on June 5, 2025, in connection with an award issued June 6, 2024. 5,898 shares vested on October 31, 2025, in connection with an award issued November 1, 2023.
Outstanding Exercises and Stock Vested at 2025 Fiscal Year End
| (4) The Company does not issue stock options or stock appreciation rights. |
Pay Versus Performance (PVP)
Pay Versus Performance (PVP)
Pay Versus Performance (PVP)
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid (CAP) to CEO(1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) ($) | Total Shareholder Return (TSR)(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (Loss)(6) ($) | Adjusted EBITDA (7) ($) | | 2025 | 1,277,951 | 412,902 | 742,805 | 285,160 | 112 | 108 | (16,356,000) | (6,452,000) | | 2024 | 2,498,908 | 4,323,665 | 1,482,822 | 2,520,733 | 200 | 124 | 7,174,000 | 26,718,000 | | 2023 | 3,653,352 | 3,710,212 | 2,160,670 | 2,278,244 | 110 | 116 | 9,117,000 | (224,000) | | 2022 | 2,001,234 | 1,331,988 | 866,917 | 635,772 | 90 | 133 | (474,000) | 11,894,000 | | 2021 | 1,319,648 | 1,452,446 | 761,867 | 828,332 | 119 | 117 | (3,897,000) | 9,918,000 |
Pay Versus Performance (PVP)
| (1) The Company’s CEO for all years presented is Harold Edwards. |
Pay Versus Performance (PVP)
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Pay Versus Performance (PVP)
| (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |
Pay Versus Performance (PVP)
| | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO ($) | Average Non- CEO NEOs ($) | CEO ($) | Average Non- CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non- CEO NEOs ($) | CEO ($) | Average Non- CEO NEOs ($) | | Total Compensation from Summary Compensation Table | 1,277,951 | 742,805 | 2,498,908 | 1,482,822 | 3,653,352 | 2,160,670 | 2,001,234 | 866,917 | 1,319,648 | 761,867 | | Less: Change in Pension Value per the Summary Compensation Table | — | — | — | — | — | — | — | — | (134) | — | | Less: Stock Awards per the Summary Compensation Table | (499,997) | (250,011) | (955,704) | (523,422) | (1,766,543) | (1,016,200) | (825,550) | (266,983) | (610,400) | (305,200) | | Add: Year-end fair value of unvested awards granted in the current year | 297,620 | 150,923 | 1,615,397 | 903,323 | 1,744,738 | 1,094,443 | 238,600 | 59,650 | 430,123 | 215,061 | | Add: Year-over-year difference of year-end fair values for unvested awards granted in prior years | (323,304) | (167,724) | 389,089 | 208,148 | 23,600 | 11,800 | (55,999) | (13,999) | 49,066 | 24,532 | | Add: Fair value at vest date for awards granted and vested in current year | — | — | 302,424 | 151,225 | — | — | 119,300 | 29,825 | 215,077 | 107,539 | | Add: Difference in fair value between prior year-end fair value and vest date fair value for awards granted in prior years | (339,368) | (190,833) | 473,551 | 298,637 | 55,066 | 27,532 | (145,597) | (39,639) | 49,066 | 24,534 | | Compensation Actually Paid (as calculated) | 412,902 | 285,160 | 4,323,665 | 2,520,733 | 3,710,212 | 2,278,244 | 1,331,988 | 635,772 | 1,452,446 | 828,332 |
Pay Versus Performance (PVP)
| (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
Pay Versus Performance (PVP)
2025: Mark Palamountain 2024: Mark Palamountain 2023: Mark Palamountain 2022: Mark Palamountain, Alex Teague 2021: Mark Palamountain, Alex Teague
Pay Versus Performance (PVP)
| (4) Total Shareholder Return assumes the investment of $100 in our common stock on October 31, 2020 through and including the end of the fiscal year for which Total Shareholder Return is depicted. |
Pay Versus Performance (PVP)
| (5) Peer Group Total Shareholder Return reflect the year-over-year value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on October 31, 2020 into the Dow Jones U.S. Food Producers Index. |
Pay Versus Performance (PVP)
| (6) The dollar amounts reported are the Company’s net income (loss) reflected in the Company’s audited financial statements. |
Pay Versus Performance (PVP)
| (7) In the Company’s assessment, Adjusted EBITDA is the financial performance measure that is the most important financial performance measure used by the Company in fiscal year 2025 to link compensation actually paid to performance. The dollar amounts reported are the Company’s Adjusted EBITDA reflected in the Company’s Form 10-K, and represent earnings before interest, income taxes, depreciation and amortization (“EBITDA”), excluding stock-based compensation, named executive officer cash severance, pension settlement cost, impairment of intangible asset, gain or loss on disposal of assets, cash bonus related to sale of assets, gain on legal settlement, cash severance benefits, contract termination fee and gain on remeasurement of previously held equity method investment. Adjusted EBITDA is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. |
Pay Versus Performance (PVP)
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