DEF 14A of Limoneira CO, Feb 27, 2025

DEF 14A of Limoneira CO

Filed Feb 27, 2025 · FY20240001839882-25-011833

Open on EDGAR

  1. Table of Contents

    | Outstanding Exercises and Stock Vested at 2024 Fiscal Year End | 47 | | Pay Versus Performance (PVP) | 48 | | Compensation Committee Report | 50 | | Proposal 2: Advisory Vote on Executive Compensation | 51 | | Required Vote for Stockholder Approval | 51 | | Recommendation of the Board of Directors | 51 | | Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 52 | | General | 52 | | Fees | 52 | | Pre-Approval Policies and Procedures | 52 | | Required Vote For Stockholder Approval | 53 | | Recommendation of the Board of Directors | 53 | | Audit and Finance Committee Report | 53 | | Other Information | 55 | | Stock Ownership Information | 55 | | Security Ownership of Certain Beneficial Owners and Management | 55 | | Securities Authorized for Issuance Under Equity Compensation Plans | 57 | | Certain Relationships and Related-Party Transactions | 57 | | Policy for Approval of Related Party Transactions | 57 | | Family Relationships and Other Arrangements | 57 | | Delinquent Section 16(a) Reports | 57 | | Stockholder Communications with the Board of Directors | 57 | | Stockholder Proposals for the 2026 Annual Meeting of Stockholders | 58 | | Stockholder Proposals – Inclusion in Company Proxy Statement | 58 | | Other Stockholder Proposals or Nominations | 58 | | United States Securities and Exchange Commission Reports | 58 | | Delivery of Documents to Stockholders Sharing an Address | 58 | | Other Matters | 59 |

  2. 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, we provide equity grants and have Ownership Guidelines to align directors’ interests with our stockholders’ interests and to focus on our long-term growth, our road map and success. The following table sets forth the director total annual compensation fee schedule for service on the Board and committees for fiscal year 2024. Our management director, Mr. Edwards, does not receive any compensation for his service on the Board or for attending any Board or Committee meetings.

  3. Director Compensation

    | | Member | Chair | | Director Fees (1) | $145,000 | $205,000 | | Audit & Finance Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating & Corporate Governance Committee | $7,500 | $15,000 | | Risk Management Committee | $6,000 | $12,000 |

  4. Director Compensation

    (1)Director Fees are paid $60,000 cash and $85,000 equity based on closing market price on the day of our Annual Meeting held March 26, 2024. The Board Chair receives an additional $60,000 cash premium.

  5. Director Compensation Structure Changes for Fiscal Year 2024

    Director Compensation Structure Changes for Fiscal Year 2024 •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. Equity based compensation increased to 50% of our peers, or $85,000 of the total annual compensation, for fiscal year 2024. The restricted stock vests in one-year, on March 26, 2025, consistent with the Limoneira Company 2022 Omnibus Incentive Plan, as amended (the “2022 Plan”), which requires a minimum one-year vesting period for all awards granted under the plan. •Cash Compensation. The balance of the total annual compensation is paid in cash quarterly in arrears. •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.

  6. Pearl Meyer Engagement

    | Director Name | Total FY 2024 Compensation ($) | Fees Earned Paid in Cash ($) | Equity Stock Award(1) ($) | Equivalent Shares (#) | | Barbara Carbone | 172,250 | 87,250 | 85,000 | 4,413 | | Elizabeth Blanchard Chess (3) | 11,250 | 11,250 | — | — | | Harold S. Edwards (2) | — | — | — | — | | Gordon E. Kimball | 161,000 | 76,000 | 85,000 | 4,413 | | Elizabeth Mora | 175,000 | 90,000 | 85,000 | 4,413 | | Peter J. Nolan (4) | 146,565 | 49,167 | 97,398 | 5,033 | | Scott S. Slater | 220,000 | 135,000 | 85,000 | 4,413 | | Edgar A. Terry | 166,167 | 81,167 | 85,000 | 4,413 | | | 1,052,232 | 529,834 | 522,398 | 27,098 |

  7. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  8. 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, Messrs. Gordon E. Kimball and Scott S. Slater and Ms. Barbara Carbone for election as Class II directors, each to serve a three-year term that expires at our 2028 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 II 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.

  9. Nominees for Election to the Board of Directors

    | Limoneira Company | 27 | 2025 Proxy Statement |

  10. Class II Directors – term expires 2025

    Class II Directors – term expires 2025

  11. Class II Directors – term expires 2025

    | | 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 serves as the chairperson of the board of directors, chairperson of the audit committee, and member of the compensation and workforce committee of TrueCar, Inc. She serves as a member of the board of directors, a member of the audit and transaction committees, and chair of the compensation and corporate governance and nominating committees of DZS Inc. 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. | | Age: 66 Class: II Committees: Audit & Finance (Chair) Compensation (Member) | |

  12. Class II Directors – term expires 2025

    | | 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. | | Age: 72 Class: II Committees: Audit & Finance (Member) Risk Management (Member) | |

  13. Class II Directors – term expires 2025

    | Limoneira Company | 28 | 2025 Proxy Statement |

  14. Class II Directors – term expires 2025

    | | 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. | | Age: 67 Class: II Chairperson of the Board of Director Committees: Compensation (Member) Nominating & Corporate Governance (Member) | |

  15. 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 three (3) 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. The Board recommends that you vote “FOR” all the nominees, Messrs. Gordon E. Kimball and Scott S. Slater and Ms. Barbara Carbone, to be elected to our Board as Class II directors for a term ending at our 2028 Annual Meeting of Stockholders.

  16. Required Vote for Election of Directors

    | Limoneira Company | 29 | 2025 Proxy Statement |

  17. Directors Not Up for Re-Election

    Directors Not Up for Re-Election

  18. Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders

    Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders

  19. Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders

    | | 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. | | Age: 59 Class: I President & CEO | |

  20. Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders

    | | 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. | | Age: 65 Class: I Committees: Nominating & Corporate Governance (Member) Risk Management (Chair) | |

  21. Incumbent Class I Directors – Term Expiring at 2027 Annual Meeting of Stockholders

    | Limoneira Company | 30 | 2025 Proxy Statement |

  22. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders

    Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders

  23. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders

    | | 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. | | Age: 64 Class: III Compensation (Chair) Nominating & Corporate Governance (Chair) | |

  24. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders

    | | 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, and Country Supplier which owns both C-A-L Ranch Stores and Coastal Farm & Ranch. He is also the controlling shareholder of Water Engineering. Mr. Nolan currently serves on the board of directors of AerSale Holdings, Inc. Mr. Nolan serves as a trustee of the United States Olympic and Paralympic Foundation. 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. | | Age: 66 Class: III Committees: Audit & Finance (Member) Risk Management (Member) | |

  25. Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting of Stockholders

    | Limoneira Company | 31 | 2025 Proxy Statement |

  26. Key Executive Compensation Objectives

    •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. •Incentivizing executives appropriately to manage risks while attempting to improve our financial results, performance, and condition. Our cash and equity incentive plans set Company-specific and individual goals for executives to ensure the executives are compensated in accordance with the Company’s performance. •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. •Obtaining tax deductibility whenever appropriate. The Compensation Committee believes tax deductibility for the Company is generally a favorable feature for an executive compensation program, from the perspectives of both the Company and the stockholders. The 2022 Plan has provisions relating to tax withholding and compliance with Section 409A of the Internal Revenue Code (the “Code”) to ensure the Company and the executives are obtaining favorable tax treatment. •Instituting market best practices, including Ownership Guidelines, the Clawback Policy, and a prohibition on hedging Company securities. The Compensation Committee believes that the total compensation package for each of our NEOs is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets to increase stockholder value.

  27. Benchmarking

    Benchmarking During fiscal year 2023, the Compensation Committee reviewed and updated the Company’s peer group for compensation comparisons. The Compensation Committee engaged Pearl Meyer to evaluate NEO compensation and to align the Company’s compensation program with market best practices. Pearl Meyer conducted competitive reviews of executive and non-employee director compensation programs and levels. The Compensation Committee and Pearl Meyer reviewed the Company’s compensation philosophy and short-term cash and long-term equity incentive programs and compared each to the Company’s compensation peer group as set forth below. Based on these reviews during fiscal year 2023, the Compensation Committee and the Board approved changes to the Company’s compensation program and incentive plans for fiscal year 2024 to continue to align the Company’s practices more closely with market best practices. To evaluate executive and non-employee director compensation, Pearl Meyer’s approach included: •Interviews with NEOs, members of the Board and the Compensation Committee chairperson to understand the roles, business strategy, performance measures, and projections; •Data collection and review of current Company compensation program documents; •External market assessment, including competitive analysis of market compensation and establishment of a market peer group; and •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.

  28. Compensation Peer Group

    Compensation Peer Group For reference, in determining the fiscal year 2023 executive compensation, the following Peer Group was used:

  29. Compensation Peer Group

    | Alico, Inc. | Calavo Growers, Inc. | Maui Land & Pineapple Company, Inc. | The St. Joe Company | | 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. | |

  30. Changes for Fiscal Year 2024

    | Short-Term Cash Incentive Compensation | During fiscal year 2024, we adjusted target cash incentive compensation as a percentage of base salary for the NEOs (and certain other employees) to align more closely with market levels. The Compensation Committee recommended, and the Board adopted, cash incentive compensation with 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. | | Long-Term Equity Incentive Compensation | The Compensation Committee recommended, and the Board adopted, 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 will be 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. The changes in long-term incentive compensation increase the emphasis on and broaden participation in the Company’s equity compensation program. See “Annual Equity Incentives” below for detailed information. | | Change-in-Control Compensation | The Compensation Committee recommended, and the Board adopted, a Change in Control retention program (the “Change in Control Retention Program”) for the NEOs and certain members of management. As the Company continues to undertake the Strategic Alternative Process, the Compensation Committee, with the assistance of Pearl Meyer, designed the Change in Control Retention Program to retain NEOS and key employees in the event of a Change in Control. Pearl Meyer provided an analysis of typical plan designs, rationale, advantages and disadvantages based on their expertise and market survey data. See “Change in Control, Separation or Severance Benefits” below for detailed information. | | Transaction Bonus Compensation | The Compensation Committee recommended, and the Board adopted, a Transaction Bonus (“Transaction Bonus”) in August 2024 in connection with the Strategic Alternatives Process. The Transaction Bonus incentivizes 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 Compensation Committee worked closely with Pearl Meyer in designing the Transaction Bonus structure. In October 2024, the Compensation Committee recommended, and the Board approved, a similar program for Company Vice Presidents with a pool base of $1.0 million to incentivize those individuals whose contribution is critical to the Strategic Alternatives Process. In the event the Company does not consummate a transaction in connection with the Strategic Alternatives Process, no Transaction Bonuses will be paid. See “Transaction Bonus” below for detailed information. |

  31. Oversight of Executive Compensation

    Oversight of Executive 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, at 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 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.” The Role of Executives in Setting Compensation. Each NEO participates in an annual performance review with the Compensation Committee. Other senior management team members participate in an annual performance review with our President and Chief Executive Officer or other NEO, depending on their reporting structure, to provide input about his or her contributions to our success for the period being assessed.

  32. Annual Performance Compensation Award

    Annual Performance Compensation Award Prior to fiscal year 2024, our practice was to pay an annual cash incentive after the end of the respective fiscal year based upon the achievement of performance objectives established by the Compensation Committee at the beginning of each year. For fiscal year 2024, the Compensation Committee recommended, and the Board adopted, 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. As a part of the fiscal year 2024 bonus restructuring, and working with Pearl Meyer, as described above, the amount of the annual performance compensation award was 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 2024, 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 $11.2 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 $18.8 million. Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that EBITDA and adjusted EBITDA, which excludes stock-based compensation, NEO cash severance, pension settlement cost, impairment of intangible assets, gain on disposal of assets, net, cash bonus related to sale of assets, gain on legal settlement and severance benefits; are important measures to evaluate our results of operations between periods on a more comparable basis. For fiscal year 2024, the Compensation Committee approved payment of cash incentive compensation based on modified adjusted EBITDA, which excludes $18.2 million of earnings subject to the SSP bonus, $0.9 million SSP cash bonus payments and $1.7 million of costs related to strategic alternatives or governance. EBITDA, adjusted EBITDA, and modified 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. Mr. Edwards received a payout of 44% equal to $295,779 based on his achievement of 47.5% of his performance objectives and the Company’s achievement of 79% of modified adjusted EBITDA. Mr. Palamountain received a payout of 35% equal to $182,520 based on his achievement of 90% of his performance objectives and the Company’s achievement of 79% of modified adjusted EBITDA.

  33. Annual Performance Compensation Award

    | Limoneira Company | 37 | 2025 Proxy Statement |

  34. Annual Performance Compensation Award

    EBITDA and adjusted EBITDA are summarized and reconciled to net income (loss) 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):

  35. Annual Performance Compensation Award

    | | Years Ended October 31, | | | | | 2024 ($) | 2023 ($) | 2022 ($) | | Net income (loss) attributable to Limoneira Company | 7,716 | 9,400 | (236) | | Interest income | (118) | (364) | (53) | | Interest expense, net of patronage dividends | 961 | 494 | 2,291 | | Income tax provision | 4,373 | 4,247 | 823 | | Depreciation and amortization | 8,374 | 8,576 | 9,798 | | EBITDA | 21,306 | 22,353 | 12,623 | | Stock-based compensation | 4,116 | 3,841 | 2,732 | | Named executive officer cash severance | — | — | 432 | | Pension settlement cost | — | 2,700 | 607 | | Impairment of intangible assets | 643 | — | — | | Gain on disposal of assets, net | (507 | (28,849) | (4,500) | | Cash bonus related to sale of assets | — | 2,000 | — | | Gain on legal settlement | — | (2,269) | — | | Severance benefits | 1,160 | — | — | | Adjusted EBITDA | 26,718 | (224) | 11,894 |

  36. 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 incentives 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 2024, 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. For fiscal year 2024, the Company adopted a prospective (upfront) value-based approach to granting annual equity incentives awards, with total annual equity incentives 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.

  37. 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 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

  38. Performance Share-Based Awards

    | Limoneira Company | 38 | 2025 Proxy Statement |

  39. Performance Share-Based Awards

    (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 2024, the Performance Period for Performance Share-Based Awards is November 1, 2023, through October 31, 2026. To achieve the 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. Placeholder for Potential Performance Share-Based Awards targets and shares.

  40. Performance Share-Based Awards

    | CAGR (as % of target) | CAGR ($) | Vesting (as % of target) | Harold Edwards (# of shares) | Mark Palamountain (# of shares) | | Maximum - 8% | 226,623,449 | 200% | 70,771 | 35,386 | | Target - 5% | 208,257,895 | 100% | 35,385 | 17,693 | | Threshold - 2% | 190,912,380 | 50% | 17,693 | 8,846 |

  41. 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 incentive plans approved by the Compensation Committee during the first quarter of fiscal year 2022, however, were not designed to compensate the NEOs for implementation of the subsequently approved strategic plan. Accordingly, during fiscal year 2022, the Compensation Committee engaged Pearl Meyer to assist in developing an incentive program designed to align with the asset-light strategic plan. The Compensation Committee and Pearl Meyer designed the Strategic Special Project Bonus Program (“SSP Bonus Program”), and, in October 2022, the Compensation Committee recommended, and the Board approved, the SSP Bonus Program and related Retention Bonus Agreements (“Retention Bonus Agreement”) for Messrs. Edwards and Palamountain. Pursuant to the Retention Bonus Agreements, Messrs. Edwards and Palamountain are eligible to receive cash and restricted stock awards totalling 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 after the date of the Retention Bonus Agreement through December 31, 2027 (each a ”SSP Bonus” and collectively, the “SSP Bonuses”). The SSP Bonuses payable to Messrs. Edwards and Palamountain are capped at $3.0 million and $2.1 million annually, and $7.5 million and $4.5 million in total, respectively. In connection with adopting the SSP Bonus Program, the Compensation Committee approved amendments to the Retention Bonus Agreements for Messrs. Edwards and Palamountain to eliminate the possible “double-counting” of the gain on asset sales and development earnings subject to the SSP Bonus Program. The Retention Bonus Agreements were amended to deduct the earnings that are eligible for a SSP Bonus from the EBITDA calculation that is the subject of such awards.

  42. Strategic Special Project Bonus

    | Limoneira Company | 39 | 2025 Proxy Statement |

  43. Strategic Special Project Bonus

    For fiscal year 2024, each of our NEOs received two (2) SSP Bonuses. In June 2024, Mr. Edwards received a SSP Bonus of $499,947 and Mr. Palamountain received a SSP Bonus of $333,298, each payable in 50% cash and 50% restricted stock, in connection with equity earnings from the joint venture with Lewis for the Harvest real estate development project (“Harvest Equity Earnings”), primarily related to the sale of Phase 2. In December 2024, Mr. Edwards received a SSP Bonus of $78,162 and Mr. Palamountain received a SSP Bonus of $46,896, each payable in 50% cash and 50% restricted stock, in connection with additional fiscal year 2024 Harvest Equity Earnings. See “Grant of Plan Based Awards” for additional details.

  44. 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.

  45. 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 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. The Transaction Bonus Agreement between the Company and Mr. Palamountain provides for a base amount of $2,225,000 provided that the price per share of Common Stock received in any transaction is at least equal to the Base Share Price. Mr. Palamountain 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 the Target Share Price. If the price per share is equal to the Target Share Price, Mr. Edwards will receive 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 will be increased by $37,500.

  46. Transaction Bonus Program

    | Limoneira Company | 40 | 2025 Proxy Statement |

  47. Transaction Bonus Program

    If the Transaction Bonuses become payable, the NEOs will lose 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 are paid during the term of the Transaction Bonus Agreements, any Transaction Bonuses that become payable to the NEOs will be reduced by the amount of such SSP Bonuses.

  48. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or has account balances in nonqualified defined contribution or other deferred compensation plans maintained by the Company.

  49. Options and Stock Appreciation Rights

    Options and Stock Appreciation Rights Except as otherwise provided in an 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 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 2024, 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.

  50. 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.

  51. 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.

  52. Restricted Stock Awards

    | Limoneira Company | 41 | 2025 Proxy Statement |

  53. Restricted Stock Awards

    For purposes of the above, “Cause” means: •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 of an Affiliate; •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; •the intentional and wrongful damaging of property, contractual interests, or business relationships of the Company or an Affiliate; •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; •the continued failure to substantially perform the Participant’s duties for the Company or an Affiliate; •current alcohol or prescription drug abuse affecting work performance; •current illegal use of drugs; or •any intentional conduct contrary to the Company’s or an Affiliate’s written policies or practices. 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 a NEO’s 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 2024, 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 2024 having been October 31, 2024. The closing market price of the Common Stock on October 31, 2024, was $25.64. 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.

  54. Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

    Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

  55. 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 Yet Vested(3) ($) | | Harold S. Edwards(4) | 206,893 | 5,304,737 | | Mark Palamountain(5) | 122,717 | 3,146,464 |

  56. 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. (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). (3)Total value calculated assuming a change in control or termination event date as of October 31, 2024 using the closing market price on October 31, 2024 at $25.64.

  57. Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

    | Limoneira Company | 42 | 2025 Proxy Statement |

  58. Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

    (4)Mr. Edwards had 97,284 shares of unvested restricted stock as of October 31, 2024. 20,000 of these restricted shares were equity-based discretionary retention awards. 77,284 of these restricted shares were equity-based incentive plan awards. Mr. Edwards had 109,609 shares of restricted stock vest during fiscal year 2024 on December 20, 2023; March 7, 2024; and October 31, 2024. 20,000 of these restricted shares were from equity-based discretionary retention awards granted December 13, 2021 and December 20, 2022. 89,609 of these restricted shares were equity-based incentive plan awards granted December 20, 2022, March 7, 2023 and November 1, 2023. (5)Mr. Palamountain had 53,570 shares of unvested restricted stock as of October 31, 2024. 10,000 of these restricted shares were equity-based discretionary retention awards. 43,570 of these restricted shares were equity-based incentive plan awards. Mr. Palamountain had 69,147 shares of restricted stock vest during fiscal year 2024 on December 20, 2023; March 7, 2024; and October 31, 2024. 10,000 of these restricted shares were from equity-based discretionary retention awards granted December 13, 2021 and December 20, 2022. 59,147 of these restricted shares were equity-based incentive plan awards granted December 20, 2022, March 7, 2023 and November 1, 2023.

  59. Employment Agreements

    Employment Agreements During fiscal year 2024, the Company was not party to any employment agreements with any of our NEOs.

  60. 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, 2024. 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 2024, which includes equity incentive awards, annual cash incentives, the change in pension value 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 2024 is as follows:

  61. Chief Executive Officer Pay Ratio

    | Median Employee Total Compensation for Fiscal Year 2024 | $48,249 | | CEO Total Compensation for Fiscal Year 2024 | $2,498,908 | | Ratio of Median Employee Total Compensation to CEO Total Compensation for Fiscal Year 2024 | 52:1 |

  62. Chief Executive Officer Pay Ratio

    The CEO Pay Ratio for fiscal year 2024 includes an annual performance compensation award, annual restricted share-based award, and two (2) SSP Bonuses. The SSP Bonuses were awarded as described above under “Strategic Special Project Bonus” primarily related to the sale of Phase 2 of our joint venture with Lewis. The CEO Pay Ratio for fiscal year 2024 is down from 80:1 for fiscal year 2023 primarily due to the $2,000,000 SSP Bonus awarded to Mr. Edwards in March 2023, in conjunction with the sale of our Northern Properties.

  63. Chief Executive Officer Pay Ratio

    | Limoneira Company | 44 | 2025 Proxy Statement |

  64. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

  65. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    | | Fiscal Year | Salary ($) | Equity Incentive Plan Compensation(1)(3) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(4) ($) | Total ($) | | Harold Edwards President & Chief Executive Officer | 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 | | | 2022(5) | 679,762 | 825,550 | 435,550 | 60,372 | 2,001,234 | | Mark Palamountain Executive Vice President Chief Financial Officer & Treasurer | 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 | | | 2022 | 395,846 | 533,965 | 169,565 | 30,039 | 1,129,415 |

  66. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    (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. See footnote 3 for fiscal year 2022, 2023 and 2024 details. (2)2022 Non-Equity Incentive Plan Compensation includes: Annual performance-based incentives earned for fiscal year 2022, paid in fiscal year 2023. SSP Bonus earned for fiscal year 2022, paid in fiscal year 2023, in connection with equity earnings on the sale of two properties and Harvest Equity Earnings. 2023 Non-Equity Incentive Plan Compensation includes: 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. (3)2022 Equity Incentive Plan Compensation includes: Equity-based discretionary retention awards issued on December 13, 2021, calculated at the market close share price of $14.96. Equity-based incentive awards earned for fiscal year 2022, issued during fiscal year 2023, calculated at the market close share price of $13.19 on December 20, 2022. SSP Bonus earned for fiscal year 2022, issued in fiscal year 2023, in connection with equity earnings on the sale of two properties and Harvest Equity Earnings. The Shares were calculated at the market close share price of $13.19 of December 20, 2022. 2023 Equity Incentive Plan Compensation includes: Equity-based discretionary retention awards issued on December 20, 2022, calculated a the market close share price of $13.19. SSP Bonus earned 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 of March 7, 2023. Equity-based incentive earned 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 earned 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 of 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 earned 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 earned 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. (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. (5)Mr. Edwards received a SSP Bonus of $298,550 in December 2022. He received approval from the Board to convert the stock portion of the award to cash.

  67. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    | Limoneira Company | 45 | 2025 Proxy Statement |

  68. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    The following charts reflect the fiscal year 2024 compensation mix for our Chief Executive Officer and other NEO:

  69. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    | | |

  70. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 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, 2024, and discretionary, equity-based retention awards granted in fiscal year 2024.

  71. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(6) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Equity Awards Number of Shares(7) (#) | Grant Date Fair Value of Stock Awards(8) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Harold S. Edwards | November 1, 2023(1) | — | — | — | — | — | — | 35,385 | 500,000 | | | November 1, 2023(2) | — | — | — | 17,693 | 35,385 | 70,771 | — | 500,000 | | | November 1, 2023(3) | 269,625 | 539,250 | 1,078,500 | — | — | — | — | — | | | June 6, 2024(4) | — | — | — | — | — | — | 20,463 | 416,623 | | | June 6, 2024(5) | — | 416,623 | — | — | — | — | — | — | | | December 20, 2024(4) | — | — | — | — | — | — | 1,486 | 39,081 | | | December 20, 2024(5) | — | 39,081 | — | — | — | — | — | — |

  72. Grants of Plan-Based Awards in Fiscal Year 2024

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  73. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(6) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Equity Awards Number of Shares(7) (#) | Grant Date Fair Value of Stock Awards(8) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Palamountain | November 1, 2023(1) | — | | — | — | — | — | 17,693 | 250,000 | | | November 1, 2023(2) | — | — | — | 8,846 | 17,693 | 35,386 | — | 250,000 | | | November 1, 2023(3) | 135,000 | 270,000 | 540,000 | — | — | — | — | — | | | June 6, 2024(4) | — | — | — | — | — | — | 12,278 | 249,974 | | | June 6, 2024(5) | — | 249,974 | — | — | — | — | — | — | | | December 20, 2024(4) | — | — | — | — | — | — | 892 | 23,448 | | | December 20, 2024(5) | — | 23,448 | — | — | — | — | — | — |

  74. Grants of Plan-Based Awards in Fiscal Year 2024

    1.See page 37 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, 2023 at the market closing price of $14.13. 2.As described on page 37 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, 2023 and ending on October 31, 2026. 3.As described on page 36 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, 2023 multiplied 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. This award was paid during fiscal year 2025 for fiscal year 2024 performance. 4.See page 38 under “Elements of Compensation - Strategic Special Project Bonus”. This award represents a plan based equity incentive award pursuant to the SSP Bonus Program and the related Retention Bonus Agreement in connection with Harvest Equity Earnings. 5.See page 38 under “Elements of Compensation - Strategic Special Project Bonus”. This award represents a plan based cash incentive award pursuant to the SSP Bonus Program and the related Retention Bonus Agreement in connection with Harvest Equity Earnings. Mr. Edwards received cash payments of $416,623 and $39,081. Mr. Palamountain received cash payments of $249,974 and $23,448. 6.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 2024 performance. Threshold, Target and Maximum amounts represent 38%, 75% and 150% of Mr. Edward’s base salary as of December 31, 2023. Threshold, Target and Maximum amounts represent 30%, 60% and 120% of Mr. Palamountain’s base salary as of December 31, 2023. 7.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. 8.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 pages 37-38 in this proxy statement under “Elements of Compensation - “Restricted Share Awards”, “Performance Share-Based Awards” and “Strategic Special Project Bonus”. The value of the shares was calculated using the market closing price on the issue date. The market closing price on November 1, 2023 was $14.13. The market closing price on June 6, 2024 was $20.36. The market closing price on December 20, 2024 was $26.30.

  75. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table summarizes the total outstanding equity awards as of October 31, 2024, for each NEO.

  76. Outstanding Equity Awards at 2024 Fiscal Year End

    | Name | Discretionary Awards That Have Not Yet Vested (#) | Market Value of Discretionary Award Shares That Have Not Yet Vested ($)(1) | Equity Incentive Plan Awards That Have Not Yet Vested (#) | Market Value of Equity Incentive Plan Award Shares That Have Not Yet Vested ($)(1) | | Harold S. Edwards(2) | 20,000 | 512,800 | 77,284 | 1,981,562 | | Mark Palamountain(3) | 10,000 | 256,400 | 43,570 | 1,117,123 |

  77. Outstanding Equity Awards at 2024 Fiscal Year End

    (1)Based on a fair market value of the Common Stock on October 31, 2024 at $25.64 per share. (2)Mr. Edwards has one outstanding equity-based discretionary retention award: 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 2024 fiscal year end, 20,000 shares remained unvested from that grant. Mr. Edwards has five (5) outstanding plan-based equity incentive awards: On December 20, 2022, Mr. Edwards received an annual equity-based incentive award for fiscal year 2022 performance. We issued 28,563 restricted shares to vest in two (2) equal annual tranches on December 20, 2023 and December 20, 2024. At 2024 fiscal year end, 14,281 shares remained unvested from that grant.

  78. Outstanding Equity Awards at 2024 Fiscal Year End

    | Limoneira Company | 47 | 2025 Proxy Statement |

  79. Outstanding Equity Awards at 2024 Fiscal Year End

    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 2024 fiscal year end, 23,590 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 2024 fiscal year end, all 12,588 shares remained unvested from that grant. On December 18, 2023, Mr. Edwards earned a SSP Bonus in connection with Harvest Equity Earnings for fiscal year 2023. We issued 6,362 restricted shares to vest on December 18, 2024. At 2024 fiscal year end, all 6,362 remained unvested from that grant. On June 6, 2024, Mr. Edwards earned a SSP Bonus in connection with Harvest Equity Earnings for fiscal year 2024. We issued 20,463 restricted shares to vest on June 6, 2025. At 2024 fiscal year end, all 20,463 shares remained unvested from that grant. (3)Mr. Palamountain has one outstanding equity-based discretionary retention award: 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 2024 fiscal year end, 10,000 shares remained unvested from that grant. Mr. Palamountain has five (5) outstanding plan-based equity incentive awards: On December 20, 2022, Mr. Palamountain received an annual equity-based incentive award for fiscal year 2022 performance. We issued 16,679 restricted shares to vest in two (2) equal annual tranches on December 20, 2023 and December 20, 2024. At 2024 fiscal year end, 8,339 shares remained unvested from that grant. 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 2024 fiscal year end, 11,795 shares remained unvested from that grant. On December 18, 2023, Mr. Palamountain received an annual equity-based equity 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 2024 fiscal year end, all 7,351 shares remained unvested from that grant. On December 18, 2023, Mr. Palamountain earned a SSP Bonus in connection with Harvest Equity Earnings for fiscal year 2023. We issued 3,807 restricted shares to vest on December 18, 2024. At 2024 fiscal year end, all 3,807 shares remained unvested from that grant. On June 6, 2024, Mr. Palamountain earned a SSP Bonus in connection with Harvest Equity Earnings for fiscal year 2024. We issued 12,278 restricted shares to vest on June 6, 2025. At 2024 fiscal year end, all 12,278 shares remained unvested from that grant.

  80. Outstanding Exercises and Stock Vested at 2024 Fiscal Year End

    Outstanding Exercises and Stock Vested at 2024 Fiscal Year End The following table sets forth information about vesting of restricted stock held by our NEOs during fiscal year 2024:

  81. Outstanding Exercises and Stock Vested at 2024 Fiscal Year End

    | Name | Number of Securities Acquired on Exercise(4) (#) | Market Value Realized on Exercise(4) ($) | Discretionary Awards That Vested FY 2024 (#) | Market Value of Discretionary Award Shares That Vested FY 2024(1) ($) | Incentive Equity Plan Awards That Vested FY 2024 (#) | Market Value of Incentive Equity Plan Award Shares That Vested FY 2024(1) ($) | | Harold S. Edwards(2) | — | — | 20,000 | 445,800 | 89,609 | 1,727,937 | | Mark Palamountain(3) | — | — | 10,000 | 222,900 | 59,147 | 1,130,790 |

  82. Outstanding Exercises and Stock Vested at 2024 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: November 1, 2023 at $14.13 per share. December 20, 2023 at $18.94 per share. March 7, 2024 at $18.18 per share. October 31, 2024 at $25.64 per share. (2)Mr. Edwards had 20,000 shares vest in connection with two equity-based discretionary retention awards: 10,000 shares vested on December 20, 2023, in connection with an award issued December 20, 2022. 10,000 shares vested on October 31, 2024, in connection with an award issued December 13, 2021. Mr. Edwards had 89,609 shares vest in connection with three equity-based incentive awards: 14,282 shares vested on December 20, 2023, in connection with an award issued December 20, 2022. 63,532 shares vested on March 7, 2024, in connection with an award issued March 7, 2023. 11,795 shares vested on October 31, 2024, in connection with an award issued November 1, 2023. (3)Mr. Palamountain had 10,000 shares vest in connection with two equity-based discretionary retention awards: 5,000 shares vested on December 20, 2023, in connection with an award issued December 20, 2022. 5,000 shares vested on October 31, 2024, in connection with an award issued December 13, 2021. Mr. Palamountain had 59,147 shares vest in connection with four equity-based incentive awards: 8,340 shares vested on December 20, 2023, in connection with an award issued December 20, 2022. 6,790 shares vested on December 20, 2023, in connection with an award issued December 20, 2022. 38,119 shares vested on March 7, 2024, in connection with an award issued March 7, 2023. 5,898 shares vested on October 31, 2024, in connection with an award issued November 1, 2023. (4)The Company does not issue stock options or stock appreciation rights.

  83. Outstanding Exercises and Stock Vested at 2024 Fiscal Year End

    | Limoneira Company | 48 | 2025 Proxy Statement |

  84. Pay Versus Performance (PVP)

    Pay Versus Performance (PVP)

  85. Pay Versus Performance (PVP)

    | 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(6) ($) | Adjusted EBITDA(7) ($) | | 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 |

  86. Pay Versus Performance (PVP)

    (1)The Company’s Chief Executive Officer for all years presented is Harold Edwards. (2)Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  87. Pay Versus Performance (PVP)

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | 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 | 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 | (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 | 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 | 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 | 473,551 | 298,637 | 55,066 | 27,532 | (145,597) | (39,639) | 49,066 | 24,534 | | Compensation Actually Paid (as calculated) | 4,323,665 | 2,520,733 | 3,710,212 | 2,278,244 | 1,331,988 | 635,772 | 1,452,446 | 828,332 |

  88. Pay Versus Performance (PVP)

    (3)Non-Chief Executive Officer NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2024: Mark Palamountain 2023: Mark Palamountain 2022: Mark Palamountain, Alex Teague 2021: Mark Palamountain, Alex Teague (4)Total Shareholder Return assumes the investment of $100 in the Common Stock on October 31, 2020 through and including the end of the fiscal year for which Total Shareholder Return is depicted. (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.

  89. Pay Versus Performance (PVP)

    | Limoneira Company | 49 | 2025 Proxy Statement |

  90. Pay Versus Performance (PVP)

    (6)The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. (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 2024 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 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 and severance benefits. 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.

  91. Total Compensation from Summary Compensation Table

    | Performance Measures | | Adjusted EBITDA | | Revenues | | Gains on strategic special projects | | Equity earnings from real estate development |

  92. Relationship between CAP vs. Company TSR and Peer Group TSR

    Relationship between CAP vs. Company TSR and Peer Group TSR The following chart illustrates the relationship between CAP for our Chief Executive Officer and the average CAP for our other NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of the Dow Jones U.S. Food Producers Index:

  93. Relationship between CAP vs. Company TSR and Peer Group TSR

    | Limoneira Company | 50 | 2025 Proxy Statement |

  94. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of October 31, 2024, about the Common Stock issuable to employees and directors under the 2022 Plan, which was approved by stockholders on March 22, 2022. Stockholders approved an amendment to the 2022 Plan on March 26, 2024, to increase the number of shares of the Common Stock available for awards thereunder by 1,000,000 shares to 1,500,000 shares. As of October 31, 2024, other than as described below, no equity securities were authorized for issuance under equity compensation plans not approved by security holders.

  95. Securities Authorized for Issuance Under Equity Compensation Plans

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)(2) | | Equity Compensation plans approved by security holders | 1,500,000 | — | 855,686 |

  96. Securities Authorized for Issuance Under Equity Compensation Plans

    (1)The Board approved the Limoneira Company 2022 Omnibus Incentive Plan on January 25, 2022. The Stockholders approved the plan at the 2022 Annual Meeting held March 22, 2022, and an amendment to the plan on March 26, 2024. (2)Includes 88,858 shares granted, but not issued, in connection with fiscal year 2024 Performance Share-Based Awards.