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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
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MISSION PRODUCE, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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MISSION PRODUCE, INC.
2710 Camino Del Sol
Oxnard, California 93030

February 26, 2024
Dear fellow stockholders:
I would like to cordially invite you to attend the 2024 Annual Meeting of Stockholders of Mission Produce, Inc. to be held virtually via live webcast on April 11, 2024, at 1:30 p.m., Pacific Time. You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVO2024.
We have decided to hold the Annual Meeting virtually again as it (i) enables stockholders to attend and participate from any location around the world, (ii) provides for cost savings to the Company and our stockholders, and (iii) reduces the environmental impact of our Annual Meeting.
At the Annual Meeting you will be asked to (i) elect three Class I director nominees for three-year terms, (ii) approve, on an advisory basis, the compensation of our named executive officers, (iii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024, (iv) approve an amendment to the Mission Produce, Inc. Amended and Restated Certificate of Incorporation to permit the exculpation of officers as provided for under Delaware law; and (v) transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.
Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented and voted. We encourage you to vote promptly and submit your proxy via the Internet, by telephone, or by completing and mailing a proxy card.
On behalf of our Board of Directors, we thank you for your continued support of the Company.
Sincerely,
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Stephen J. Barnard
President and Chief Executive Officer

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
February 26, 2024
Date and Time: The 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Mission Produce, Inc. will be held on Thursday, April 11, 2024, at 1:30 p.m. Pacific Time.
Location and Attendance: Our 2024 Annual Meeting will be held solely by remote communication via an online platform. You will be able to attend the 2024 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2024 and using your control number which can be found on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Please read “GENERAL INFORMATION” in the accompanying proxy statement.
Record Date: February 13, 2024. Stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2024 Annual Meeting and any continuation, postponement, or adjournment thereof.
We intend to mail the Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card, as applicable, commencing on February 26, 2024 to all stockholders of record entitled to vote at the 2024 Annual Meeting.
Items of Business: At the 2024 Annual Meeting, you will be asked to:
1.
Elect three Class I directors to the Board of Directors for a three-year term expiring at the 2027 annual meeting of stockholders. The nominees for election to the Board of Directors are Stephen A. Beebe, Jay A. Pack, and Tony Bashir Sarsam.
2.
Approve, on an advisory basis, the compensation of our named executive officers.
3.
Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024.
4.
Approve an amendment to the Mission Produce, Inc. Amended and Restated Certificate of Incorporation to permit the exculpation of officers as provided for under Delaware law.
5.
Transact such other business as may properly come before the 2024 Annual Meeting or any continuation, postponement, or adjournment thereof.
Voting: Regardless of whether you plan to attend the 2024 Annual Meeting, it is important that your shares be represented and voted. Please read the proxy statement, and the Notice of Internet Availability of Proxy Materials or proxy card, as applicable, with care and follow the voting instructions to ensure that your shares are represented. We encourage you to submit your proxy as soon as possible by Internet, telephone, or by signing, dating, and returning your proxy card or voter instruction form provided to you.
By order of the Board of Directors,
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Joanne C. Wu
General Counsel and Secretary
Oxnard, California
February 26, 2024

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PROXY STATEMENT SUMMARY AND HIGHLIGHTS
This Proxy Statement is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of Mission Produce, Inc., a Delaware corporation (“we,” “our,” the “Company” or “Mission”), for use at our 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”) to be held on Thursday, April 11, 2024, at 1:30 p.m. Pacific Time, or at any adjournment or postponement thereof. At the 2024 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement. The 2024 Annual Meeting will be held virtually on the Internet. You will be able to attend the 2024 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2024. Only common stockholders of record at the close of business on February 13, 2024, which is the record date for the 2024 Annual Meeting, are permitted to vote at the 2024 Annual Meeting and any adjournment or postponement thereof.
This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.
We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice”), or the Proxy Statement and proxy card, as applicable, on February 26, 2024, to all stockholders of record entitled to vote at the 2024 Annual Meeting.
2024 Annual Meeting
Meeting Date and Time
April 11, 2024, at 1:30 p.m. Pacific Time
 
 
Record Date
February 13, 2024
 
 
Location
Virtual live webcast. You will be able to attend the 2024 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2024. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “GENERAL INFORMATION” section of the Proxy Statement.
Voting Matters and Board of Directors Recommendations
Proposal #
Item
Board Recommendation
Page Reference
How to Vote
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By Internet. You may submit a proxy over the Internet at www.proxyvote.com before 11:59 p.m. Eastern time on April 10, 2024. You will need to have your control number included on your Notice, voting instruction form or proxy card.
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By Telephone. You may submit a proxy over the telephone by calling 1-800-690-6903. Use any touch-tone telephone to transmit your vote before 11:59 p.m. Eastern Time on April 10, 2024. You will need to have your 16‐digit control number included on your Notice, voting instruction form or proxy card.
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By Mail. Mark, sign, and date the proxy card provided to you and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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At the Meeting. To vote at the 2024 Annual Meeting, visit www.virtualshareholdermeeting.com/AVO2024. You will need the control number that appears on your Notice, proxy card, or voting instruction form to log on and vote at the virtual 2024 Annual Meeting. Please see “General Information” in this proxy statement for more information.
Important Notice Regarding Availability of Proxy Materials for the 2024 Annual Meeting to be held on April 11, 2024. This Proxy Statement and 2023 Annual Report are available at www.proxyvote.com. You are encouraged to read these materials before you vote.
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Fiscal 2023 Business Highlights
Coming off a difficult operating environment in the prior year, the Company achieved impressive growth in total avocado volume sold year over year, improved performance in our Marketing and Distribution segment, and growth in our emerging Blueberries segment in the fiscal fourth quarter. However, weather-related challenges in Peru, where the Company owns its own avocado farms, resulted in quality issues towards the latter part of the season and lower than expected volumes from our owned farms, both of which impacted our International Farming segment performance. Key fiscal 2023 business results included:
Total avocado volume sold increased by 12% to 654.4 million pounds;
Total revenue was $953.9 million compared to $1.05 billion last year, primarily due to a lower pricing environment driven by higher industry supply out of Mexico;
Net loss of $3.1 million;
Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) increased 2% to $48.4 million compared to $47.6 million last year, with the Marketing and Distribution and Blueberries segments seeing significant increases in adjusted EBITDA; such strong results were partially offset by disappointing adjusted EBITDA performance in our International Farming segment due to the weather-related issues impacting our owned production harvest (see Exhibit A for adjusted EBITDA reconciliation); and
Owned exportable avocado production volume from farms in Peru decreased 9% to 107 million pounds for the 2023 harvest season.
In addition to the above, we continued to develop our capabilities in international markets, opening our United Kingdom (“U.K.”) facility and accelerating the second phase of its buildout. We have made meaningful advances in our mango program and have invested in the talent and resources necessary to facilitate accelerated growth in the mango business in 2024 and beyond. We continue to focus our organization’s efforts on supporting long-term consumption growth trends globally and providing the market with a consistent year-round supply of fruit on a global scale.
Our Commitment to Sustainability
In 2020, we performed a systematic materiality assessment with guidance from an external third party to identify the most important areas of sustainability from a business and stakeholder perspective. We engaged with more than 40 stakeholders, including customers, suppliers, business partners, and Company leadership to learn the topics that were most important and/or relevant to each stakeholder group. As part of this materiality assessment, we focused primarily on the following:
Understanding the market context on sustainability for our industry and business;
Collecting and analyzing data required to measure the impact related to Mission’s energy, emissions, waste, and water use.
Developing a vision to help identify and define key areas of focus;
Determining a roadmap and framework for future action steps to build upon existing progress and future ambitions; and
Identifying and creating the basis for annual sustainability reporting to ensure transparency and communication on our sustainability efforts with our stakeholders.
Since 2020, our sustainability strategy has focused on identifying the sustainability issues and risks most relevant to our business and developing a comprehensive governance structure and long-term strategy to address these key risks.
Oversight and Governance
We place the highest level of importance on the oversight and governance of our sustainability program. Our Board of Directors and each of our committees play a role in overseeing our overall sustainability strategy, reporting, and risk management. Our Nominating and Corporate Governance Committee is responsible for overseeing our environmental, social, and governance initiatives and external reporting. In addition, our Nominating and Corporate Governance Committee oversees our corporate
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governance framework and ensures that our governance structures are evaluated and considered on an evolving basis. Our Audit Committee oversees our enterprise risk management framework which addresses certain sustainability-related risks. Lastly, our Compensation Committee oversees our diversity, equity, and inclusion efforts and pay equity.
We have a cross-functional, executive-level sustainability council that sets our overall sustainability strategy, provides guidance on program implementation, and oversees the continuing enhancement of our approach to sustainability. Our efforts are managed on a day-to-day basis by our Sustainability Manager who works with our subject area experts across our global footprint to ensure we are regularly evaluating current and emerging opportunities and risks from a sustainability standpoint.
Our Sustainability Pillars – People, Product, and Planet
Our sustainability framework currently centers around three key pillars – people, product, and planet. Each pillar is supported by several key focus areas that are most relevant to our business and that are evaluated consistently to ensure relevance, prioritization, and risk mitigation. Our focus areas are geared towards identifying where the business has the most impact as well as the topics where we feel we can make a significant positive impact.
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The People Pillar
The People pillar of our sustainability strategy focuses on two of our most important stakeholder groups: our people and the communities within which we operate. We seek to provide the finest workplace for our people by adhering to and demonstrating our values: FIRST – fun, innovative, reliable, successful, and trustworthy. We are actively involved in supporting our surrounding communities, and we contribute to important causes, including those focused on children, families, and agriculture education.
The Product Pillar
Within our Product pillar, we focus on food waste, food safety and quality, and packaging. Our research and development (“R&D”) teams explore opportunities to implement technologies that are environmentally, socially, and economically impactful, including solutions to reduce food waste and extend the shelf-life of our products. Food safety and quality is a top priority in every aspect of growing, packing, and shipping avocados to market. We have a centralized department comprised of food safety and sanitation experts who manage global uniformity for all food safety programs. Additionally, our teams consistently explore packaging alternatives to reduce our use of plastic without sacrificing product integrity.
The Planet Pillar
We believe and understand the meaningful impact our business has on the planet. Within our Planet pillar, we focus on water management, energy and emissions, and the environmental impact of our global footprint. We track our emissions in accordance with the Greenhouse Gas (GHG) Protocol, which supplies the world’s most widely used greenhouse gas accounting standards, as well as report on our energy use year-over-year. In addition, our precision agriculture methods are adapted to satisfy the environmental needs of each region, so we can grow healthier trees with lower inputs while preserving the natural resources of our growing regions.
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2023 Initiatives and Successes
We take a strategic approach to identifying projects and initiatives each year that fall within our sustainability pillars and address key focus areas or mitigate important sustainability risks. For 2023, our key successes included the following:
Pillar
Focus Area
Fiscal 2023 Initiatives, Actions, and Progress
People
Our People
Demographics
We report on the demographic data of our global workforce, year-over-year, as part of our commitment to transparency with our stakeholders.
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Social compliance audits
We are assessed against the SEDEX Members Ethical Trade Audit (SMETA), a global standard that measures a company’s practices relating to fair labor, benefits and allowances, health and safety, human rights, training, discrimination, and more. In 2023, we completed this audit and certified 100% of our year-round operational packhouses located in California, Mexico, and Peru, 100% of our U.S. and Canadian distribution centers, and 100% of our owned avocado farms in Peru.
Community Investment
Charitable giving
In 2023, Mission continued to invest in the communities in which we operate, making meaningful contributions to the development of community infrastructure and resources. Through our giving, Mission contributed to causes supporting children, families, and agricultural education.
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Pillar
Focus Area
Fiscal 2023 Initiatives, Actions, and Progress
Product
Food Waste
Non-destructive product testing
To combat food waste, we have conducted trials on various technologies that would enable non-destructive quality testing on our products. For example, at our newest forward distribution center, located in the U.K., we have implemented a non-destructive ripeness control tool and innovative smart device that measures avocado ripeness and provides quality management insights. Use of the device as opposed to traditional methods is expected to reduce food waste and promote product quality and reliability.
Food Safety and Quality
Food Safety Certification
In 2023, our U.K. forward distribution center completed its first food safety certification process under the BRCGS Global Food Safety Standard which assesses our food safety protocols and our commitment to providing a safe product. The facility received an AA rating, the highest rating issuable for an announced audit.
Packaging
Reduced plastic for bagging
In 2020, we set a goal to implement a reduced plastic bag in 50% of the bags we pack and ship globally by fiscal 2025. In 2023, we modified our methodology for calculating progress on our goal as we believe the new method of calculation is more accurate based on data available to the Company and captures the amount of reduced plastic utilized in the various bagging configurations that the Company produces for customers. Therefore, instead of calculating progress based on the number of bags we pack and ship globally, we are now calculating based on the quantity of plastic film purchased by the Company for use in production. Under the new methodology, our goal is to purchase at least 50% or more reduced plastic film for our bagging configurations.

Under our revised method of calculation, 52.81% of the plastic film we purchased in 2023 for use in production utilized reduced plastic film. Re-calculating prior year reported data for fiscal 2021 and fiscal 2022 based on the new methodology, 28.52% and 39.94% of the plastic film we purchased in fiscal 2021 and fiscal 2022, respectively, for use in production utilized reduced plastic film.
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Pillar
Focus Area
Fiscal 2023 Initiatives, Actions, and Progress
Planet
Water
Irrigation and conservation projects
In 2023, we continued to expand our farming footprint in Guatemala. From May through September, 100% of our trees in Guatemala are irrigated by rainwater. For the remaining months of the year or as necessary, we have extended our precision farming practices to these farms, including irrigation practices that aim to prevent water waste (drip irrigation, weather stations, moisture monitoring, automated fertigation systems).

Our U.K. forward distribution center utilizes a rainwater harvesting system with a tank capacity of 5,000 liters. In 2023, about 7,700 liters were collected to be utilized for toilet waste flushing.
Energy and Emissions
Energy usage and emissions
In February 2023, our U.K. forward distribution center began utilizing solar power to reduce our reliance on grid electricity. As of fiscal year end, they have generated 369,730 kilowatt hours (kWh) for the use of clean energy in our operations.

In our California packhouse, our solar panels generated 1,508,753 kilowatt hours for the use of clean energy in our operations in 2023, the equivalent of the electricity used to power 135 homes for one year*.
Environment
Reforestation projects
In August 2023, our teams in Mexico concluded the Mission Verde Reforestation Campaign in the indigenous community of San Francisco, a municipality of Uruapan, Michoacan. Over two years, Mission de Mexico employees participated in weed removal, fertilization, and reforestation efforts, planting approximately 3,000 plants across five hectares of public land. This campaign demonstrated our commitment to forest and wildlife preservation and our care for natural resources.

In Guatemala, we partnered with the children of the San Nicolas village school to plant approximately 350 native trees in areas that were historically used as refuse heaps.

In 2023 alone, we planted over 182,300 new trees across our owned and managed farms in Peru, Guatemala, and Columbia. Overall, we have planted over 2.18 million trees across all Mission owned or managed farms globally.
Environmental Certification
We are evaluated by the Rainforest Alliance to certify that our products support their three pillars of sustainability: social, economic, and environmental. Their standards focus on protecting forests, responsible land management, human rights, and opportunities for rural communities. In 2023, we completed this audit and certified our packhouse located in Peru, as well as 100% of our owned Peruvian avocado farms.
External Reporting
For the past three years, we have released an annual Sustainability Report which is available on our website at www.missionproduce.com. Our annual Sustainability Report includes information regarding our approach to sustainability, our goals and roadmap, sustainability governance structure, operating procedures, projects and initiatives, and use of resources.
*
Calculated using the U.S. Environmental Protection Agency’s (EPA) Greenhouse Gas Equivalencies Calculator.
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In our annual Sustainability Report, we also report certain metrics according to the Sustainability Accounting Standards Board (SASB) index framework to provide our stakeholders with standardized metrics showing the comprehensive impact of Mission’s sustainability activities. We primarily report under the Agricultural Products industry in addition to select metrics under the Food Retailers & Distributors industry. We have historically reported under the SASB index on the following categories:
Greenhouse gas emissions
Air emissions from refrigeration
Energy, water, and food waste management
Data security
Food safety
Ingredient sourcing
Product labeling and marketing
 
 
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Corporate Governance and Board of Directors Highlights
Our Board of Directors is committed to the pursuit of board refreshment and balanced tenure. Our Board of Directors has actively focused on refreshing the composition and expertise of the Board of Directors over the last several years to better align with the Company’s status as a public company, to enhance the Board of Directors’ oversight capabilities with respect to our long-term strategy, and to increase the independence and diversity of the Board of Directors. In 2020, we appointed Linda B. Segre and Bonnie C. Lind to the Board of Directors, and in 2023, we appointed Tony Bashir Sarsam to our Board of Directors. On April 13, 2023, Shaunte Mears Watkins resigned from the Board of Directors due to her relocation to Australia. After many years of dedicated service to the Company and its stockholders, Stephen W. Bershad will not stand for re-election at the 2024 Annual Meeting. The Board of Directors is actively engaged in an ongoing search process to identify a qualified candidate for appointment to the Board of Directors.
As of the 2024 Annual Meeting, three of our continuing eight directors, or 38% of our Board of Directors, will have been appointed to within the last 5 years.
Our Board of Directors recognizes that the Company’s success over the long term requires a strong corporate governance framework. Below are highlights of our corporate governance framework:
CORPORATE GOVERNANCE BEST PRACTICES
Separate Chairman and CEO roles
Annual Board and committee evaluation process
Director Resignation Policy
Strong Governance Guidelines and committee charters
Lead independent director (when Chairman is not independent)
Board-level oversight of cybersecurity, ESG, and DE&I matters
100% independent Board committees
Annual Sustainability Report
Balance of expertise amongst directors
Strong cybersecurity governance and protections
Majority independent directors
Balanced director tenure and ongoing refreshment
Regular executive sessions
No poison pill
Annual compensation risk analysis overseen by Compensation Committee
Enterprise risk management framework overseen by Audit Committee
Executive Compensation Highlights
Fiscal 2023 Executive Compensation Program
The Compensation Committee believes that it is imperative that our executive compensation program motivates and rewards the executive team to successfully execute our long-term strategy. Fundamentally, we believe that pay should be linked to performance – that executives and long-term stockholders alike should benefit from our success and growth on the one hand, and that executive compensation should reflect moderated levels during periods of financial underperformance on the other. In addition, we design our executive compensation program to recognize the value of our management team and ensure that the overall compensation mix drives strong retention and recruitment.
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For fiscal 2023, our executive compensation program consisted of three components: (1) base salary; (2) an annual cash incentive based 80% on achievement of a pre-determined operating income goal and 20% on individual performance; and (3) a long-term equity incentive program comprised of time-vesting restricted stock units (“RSUs”) and three-year performance-based share units (“PSUs”).
Type
Element
Performance Period
Objective
Fixed
Base Salary
Annual
Recognizes an individual’s role and responsibilities and serves as an important retention vehicle
Performance-based
Annual Cash Incentive
Annual
Rewards achievement based primarily on pre-established financial objectives and, to a significantly lesser extent, individual performance
Performance-based
Three-year Performance-Based Share Units
Long-Term
Supports the achievement of pre-established corporate strategic goals that drive the creation of long-term, sustainable stockholder value
Time-based
Restricted Stock Units
Long-Term
Aligns the interests of management and stockholders and serves as an important retention vehicle
2023 Compensation Determinations
For 2023, base salaries remained flat and did not increase for Stephen J. Barnard, our President and Chief Executive Officer (“CEO”), Timothy A. Bulow, our former President and Chief Operating Officer, and Juan A. Wiesner, our President of Central and South America. Base salary increases for Bryan E. Giles, our Chief Financial Officer, and Joanne C. Wu, our General Counsel and Secretary, were in line with or slightly above the levels approved for employees at-large and were made to move Mr. Giles and Ms. Wu closer to the 50th percentile of market. The base salary for each of our NEOs was below the 50th percentile of peer group data at the time the Compensation Committee reviewed base salary levels in connection with the approval of 2023 compensation packages for our NEOs.
Our 2023 annual cash incentive plan comprised two components: 80% of target bonus opportunity was based on achievement of a Company performance metric, adjusted operating income, and 20% was based on individual performance assessed at fiscal year-end. The Compensation Committee introduced the individual performance metric for 2023 to motivate each executive to execute against their individual responsibilities and to reward individual contributions, particularly amidst a challenging business and operating environment. In addition, the overall maximum payout achievable under our annual cash incentive plan for 2023 was reduced from 200% of bonus opportunity to 180%.
The Company did not achieve the threshold level of performance required for a payout on the 80% tied to adjusted operating income. As such, for the second consecutive year, our named executive officers (“NEOs”) who participate in the annual cash incentive plan did not receive any payouts tied to our financial performance metric under our annual cash incentive plan. We believe this demonstrates a steadfast commitment to our pay-for-performance philosophy. For the remaining 20% of the annual cash incentive plan award opportunity that is based on individual performance, Mr. Giles and Ms. Wu received the full 20% due to their valued contributions and execution of strategic business priorities within each of their areas of responsibility. Mr. Barnard did not receive a payout for the individual performance component. Thus, Mr. Barnard did not receive any payout under our annual cash incentive plan for fiscal 2023. Mr. Wiesner does not participate in our annual cash incentive plan. Rather, the Compensation Committee approved a bonus potential of up to 25% of Mr. Wiesner’s base salary, subject to the CEO’s assessment of Mr. Wiesner’s performance at fiscal year-end. In line with the other NEOs and based on Mr. Barnard’s assessment of Mr. Wiesner’s performance and contributions for the fiscal year, the Compensation Committee approved a payout of 20% of bonus potential for Mr. Wiesner. Mr. Bulow departed the Company in September 2023 and was not eligible for a payout under the annual cash incentive plan. As such, the following table sets forth the amounts paid under our 2023 annual cash incentive plan which we believe demonstrates the link between NEO pay and Company performance.
NEO
Amounts paid under 2023 annual cash incentive plan
Stephen J. Barnard
$0
Bryan E. Giles
$70,875
Juan A. Wiesner
$21,750
Joanne C. Wu
$62,400
Timothy A. Bulow
Not eligible
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For fiscal 2023, we continued with our long-term equity incentive program that was initially adopted commencing with our 2022 fiscal year. Our 2023 equity grants were split 60/40 between RSUs and PSUs, which reflected a heavier weighting towards performance-based equity incentives versus the prior year (which was weighted 70% towards RSUs and 30% towards PSUs). Further, the Compensation Committee has approved a 50/50 split between RSUs and PSUs for fiscal 2024, thereby demonstrating a continued shift towards more long-term performance-based equity incentives versus time-based awards and greater alignment between compensation and stockholder interests. The Compensation Committee believes PSUs create a direct tie between compensation and Company performance and foster long-term stockholder value creation, while the RSUs provide important retention value and a tie to our stock price performance. The 2023-2025 PSUs are earned based on achievement of pre-established cumulative adjusted net income per share goals over a three-year performance period of November 1, 2022, the first day of our fiscal 2023 year, to October 31, 2025. Our RSUs vest ratably over a three-year period subject to continued service through the vesting date.
Our 2023 long-term equity awards were granted in January 2023 with the following values, which were informed in part by ranges around market median values among our peer group and compensation survey data. Notably, the equity award values for Mr. Barnard and Mr. Wiesner were not increased from fiscal 2022 values, and the value of Mr. Bulow’s equity awards was established per his offer letter when he joined the Company in July 2022.
NEO
Fiscal 2022 Total
Equity Award Value
Fiscal 2023 Total
Equity Award Value
Fiscal 2023 RSUs Award
Value (60% of total)
Fiscal 2023 PSU Award
Value (40% of total)
Stephen J. Barnard
$2,000,000
$2,000,000
$1,200,000
$800,000
Bryan E. Giles
$500,000
$680,000
$408,000
$272,000
Timothy A. Bulow
$500,000
$500,000
$300,000
$200,000
Juan A. Wiesner
$500,000
$500,000
$300,000
$200,000
Joanne C. Wu
$350,000
$500,000
$300,000
$200,000
In connection with Mr. Bulow’s departure from the Company in September 2023, the Company entered into a Separation Agreement and General Release under which the Company accelerated the vesting of Mr. Bulow’s unvested and outstanding RSUs that would have become vested on January 6, 2024 (1/3 of Mr. Bulow’s only outstanding RSU grant) had Mr. Bulow’s employment continued through that date, pro-rated for the length of time served from the grant date through the separation date. All other RSUs held by Mr. Bulow were forfeited. In addition, pursuant to our standard PSU award agreement, Mr. Bulow will continue to participate in the 2023-2025 PSU program through the end of the performance period, with the vesting of any PSUs thereunder, if earned, pro-rated based on the length of time served during the performance period.
Compensation-Related Governance Enhancements
The Compensation Committee believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. As such, the Compensation Committee adopted a revised clawback policy applicable to executive officers which provides for the recoupment of incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with a financial reporting requirement under the federal securities laws. The revised clawback policy satisfies the requirements under newly adopted Securities and Exchange Commission (“SEC”) rules regarding incentive recoupment policies.
On August 7, 2023, after careful review and consideration of market practices, and in order to continue to attract and retain qualified executives, the Compensation Committee approved an employment agreement with Mr. Barnard and adopted the Mission Produce, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”) for eligible executives, including Mr. Giles and Ms. Wu. See – Adoption of Severance and Change-in-Control Plan and CEO Employment Agreement.
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Executive Compensation Best Practices
In addition to the foregoing, we maintain the following executive compensation best practices:

Strong stock ownership guidelines, requiring our Chief Executive Officer to hold 5x, our Chief Financial Officer 3x, and our other NEOs 1x, of their base salary

Prohibit short sales and hedging of the Company’s stock

Approve equity award values and use a trailing 30-day average stock price from the grant date to determine number of shares granted

Use a formulaic approach to setting equity award grant dates (early January for annual equity grants) to ensure earnings information has been absorbed by the market prior to grant dates

Provide limited perquisites with no gross-ups (except for relocation)

Annual Say on Pay vote

Independent compensation consultant

No defined benefit plans, pensions, or supplemental executive retirement plan benefits

Cash severance benefits capped at 2x for CEO and 1.5X - 1.0X for other NEOs for change in control (CIC) related severance and non-CIC related severance, respectively

Double trigger for equity award acceleration in connection with CIC and no gross ups
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ITEM 1: ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine members. In accordance with our Certificate of Incorporation, our Board of Directors is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, until his or her successor is elected and qualified, or, if earlier, until his or her earlier death, resignation, disqualification, or removal.
In April 2023, Shaunte Mears Watkins, one of our Class III directors, resigned due to her relocation to Australia. In August 2023, Tony Bashir Sarsam joined the Board of Directors as a Class I director. Mr. Sarsam was identified as a director candidate by an independent third-party search firm used by the Nominating and Corporate Governance Committee to assist with identifying qualified director candidates. One of our Class I directors – Stephen W. Bershad – will not stand for re-election at the 2024 Annual Meeting. The Board of Directors is actively engaged in an ongoing search process to identify a qualified candidate for appointment to the Board of Directors. The Board of Directors has reduced the size of the Board of Directors from nine to eight directors effective as of the 2024 Annual Meeting to reflect the reduction in Board size given Mr. Bershad will not be standing for re-election.
Our current directors are divided among the three classes as follows:
Class
Director
Term Expiration
Class I
Stephen A. Beebe
Stephen W. Bershad (not standing for re-election at the 2024 Annual Meeting)
Jay A. Pack
Tony Bashir Sarsam
2024 Annual Meeting
Class II
Luis A. Gonzalez
Bruce C. Taylor
2025 Annual Meeting
Class III
Stephen J. Barnard
Bonnie C. Lind
Linda B. Segre
2026 Annual Meeting
Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Stephen A. Beebe, Jay A. Pack, and Tony Bashir Sarsam for re-election to the Board of Directors for three-year terms expiring at the 2027 annual meeting of stockholders, until the director’s successor is elected and qualified, or, if earlier, until the director’s earlier death, resignation, disqualification, or removal.
Board of Directors Overview
The following table provides an overview of the current composition of our Board of Directors.
Director:
Stephen J.
Barnard
Stephen A.
Beebe
Stephen W.
Bershad*
Luis A.
Gonzalez
Bonnie C.
Lind
Jay A.
Pack
Linda B.
Segre
Bruce C.
Taylor
Tony Bashir
Sarsam
Age
71
79
82
73
65
71
63
67
62
Director since
1983
1995
2012
2011
2020
2008
2020
2001
2023
Compensation
 
 
 
 
Chair
 
 
Audit
 
 
 
Chair
 
 
 
Nominating and Corporate Governance
 
Chair
 
 
 
 
 
Additional Appointments
CEO
Lead Independent Director
Chairman of the Board of Directors
 
Financial Expert
 
 
 
 
*
Mr. Bershad is not standing for re-election at the 2024 Annual Meeting.
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Board of Directors Composition and Experience
Our Board of Directors consists of a diverse group of highly qualified leaders in their respective fields. Our directors have significant and wide-ranging management experience, and many have extensive farming, agricultural, or food related experience relevant to our industry. Several of our directors also have public company experience either from serving as chief executive officers or chief financial officers of public companies or from serving on public company boards (other than the Mission board). The Board of Directors and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes, experience, and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address the Company’s current and evolving needs.
The following table highlights the key skills and qualifications of the members of our Board of Directors as of the 2024 Annual Meeting.* The Nominating and Corporate Governance Committee and the Board of Directors continuously monitors the mix of specific experience, qualifications and skills of our directors in order to ensure that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s current and future business needs and organizational structure.
Expertise*
Stephen J.
Barnard
Stephen A.
Beebe
Luis A.
Gonzalez
Bonnie C.
Lind
Jay A.
Pack
Linda B.
Segre
Bruce C.
Taylor
Tony Bashir
Sarsam
Prior Board Experience
Senior Leadership
Food/Agriculture
 
Public Sector
 
 
 
 
International
 
Legal/Corporate Governance
 
 
 
Operations
Finance/Tax
 
 
HR/Compensation and Benefits
 
 
 
Commercial/ Marketing
*
Does not include experience gained from service on our Board of Directors
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Board Diversity
The Nominating and Corporate Governance Committee and the Board of Directors view diversity as a priority, considers diversity in its director candidate selections, and seeks representation across a range of attributes. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience, public company executive leadership experience, academic expertise, geography, and personal backgrounds.
In accordance with Nasdaq rules, the following Board Diversity Matrix sets forth the required diversity statistics for our current directors:
Board Diversity Matrix
Total Number of Directors
9
Female
​ Male
Non-Binary
Did Not Disclose
Gender
Part I: Gender Identity
Directors
2
7
0
0
Part II: Demographic Background
Hispanic or Latinx
0
1
0
0
White
2
6
0
0
Director Independence
The Nominating and Corporate Governance Committee annually reviews all relationships directors have that are relevant to a determination of independence and recommends to the Board of Directors the status of a director’s independence under applicable rules established by the SEC and Nasdaq. Based on this review and recommendation, the Board of Directors has determined that the following six directors are independent: Mr. Beebe, Ms. Lind, Mr. Pack, Mr. Sarsam, Ms. Segre, and Mr. Taylor. As a result, we currently have a majority of independent directors. The Board of Directors has also determined that each of the directors serving on our three standing committees satisfies applicable standards of independence and other requirements for service on such committee. Messrs. Barnard, Bershad and Gonzalez are not considered independent for the following reasons:
Mr. Barnard serves as the Company’s President and Chief Executive Officer and therefore is not an independent director. In addition, the Company purchases avocados from farms owned by Mr. Barnard and Barnard Properties, an entity owned by Mr. Barnard, in amounts exceeding the categorical standards set by Nasdaq. Purchases are made at market prices similar to prices paid to other California growers.
In November 2022, the Company entered into a long-term lease with AgroLatam, a company owned by Mr. Gonzalez. Additionally, in April 2023, the Company purchased a parcel of land from AgroLatam. The land leased and purchased are related to the Company’s blueberry farming operations in Olmos, Peru. The amounts paid for the parcel of land purchased and the amounts to be paid to AgroLatam under the lease exceed the categorical standards set forth by Nasdaq, and therefore, Mr. Gonzalez is not considered an independent director. In addition, the Company previously had a consulting agreement with Mr. Gonzalez which terminated in June 2021.
The Company purchases avocados from Rancho Guacamole, LLC, an avocado grower in Southern California that is owned by Mr. Bershad, at market prices similar to purchases from other California growers. The amounts paid for such purchases exceed the categorical standards set forth by Nasdaq, and therefore, Mr. Bershad is not considered an independent director. Mr. Bershad is not standing for re-election at the 2024 Annual Meeting.
Board Refreshment
The Board of Directors believes that refreshment is important to help ensure that the Board of Directors’ composition is aligned with the needs of the Company as it evolves over time and that fresh viewpoints and perspectives are regularly considered. Due to the nature of the agricultural and farming industry, however, the Board of Directors also feels that, over time, directors develop an understanding of the Company and industry which provides significant value to the Company and its stockholders.
Further, a certain degree of continuity and tenure is critical to the Board of Directors’ ability to work together effectively and efficiently as a group. Because term limits or mandatory retirement ages could cause the loss of experience or expertise important to the optimal operation of the Board of Directors, there are no limits on the length of time that a director may serve.
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Our Board of Directors has undergone significant refreshment in the past several years to better align the Board of Directors’ composition and expertise with our status as a public company, to enhance the Board of Directors’ oversight capabilities with respect to our long-term strategy, and to increase the independence and diversity of our Board of Directors. In 2020, we appointed Ms. Segre and Ms. Lind to the Board of Directors, and in 2023, we appointed Mr. Sarsam to our Board of Directors. Mr. Bershad will not be standing for re-election at the 2024 Annual Meeting, and the Board of Directors is actively engaged in an ongoing search process to identify a qualified candidate for appointment to the Board of Directors. As of the 2024 Annual Meeting, three of our eight directors, or 38% of our Board of Directors, will have been appointed within the last 5 years.
2024 Nominees to the Board of Directors
Set forth below is biographical information for each of our Class I director nominees and a summary of the specific qualifications, attributes, skills, and experiences which led our Board of Directors to conclude that such nominee should serve on the Board of Directors at this time. One of our current Class I directors, Mr. Bershad, will not stand for re-election at the 2024 Annual Meeting. The Nominating and Corporate Governance Committee and the Board of Directors believe that each nominee brings a strong and diverse set of skills and experiences to the Company that strengthen our Board of Directors’ leadership and effectiveness with respect to our business and long-term strategy. If elected, the nominees for election as Class I directors will serve for a term of three years (and until their successors are elected and qualified) or, if earlier, until his or her earlier death, resignation, disqualification, or removal. There are no family relationships among any of our directors or among any of our directors and our executive officers.
Stephen A. Beebe – Class I
Stephen A. Beebe has served on our Board of Directors since 1995 and served as Chairman of our Board of Directors from 2003 until 2020. From 1993 until his retirement in 2002, Mr. Beebe served as the President and Chief Executive Officer of the J.R. Simplot Company, one of the largest privately held diversified agribusiness companies in the United States. He guided the J.R. Simplot Company through expansions in Canada, Mexico, Australia, China, and Europe. Mr. Beebe continues to serve as a director for the J.R. Simplot Company, where he is a member of the Audit Committee. Mr. Beebe is also a co-manager of JRS Properties 111, which is a Simplot family partnership. He is a retired member of the executive committee of the United States Golf Association and chaired and was a member of their Audit Committee and Equipment Standards Committee.
Mr. Beebe received a Juris Doctorate from the University of Idaho, is a member of the Idaho Bar Association (retired) and is a graduate of the Stanford University Executive Program. In 2002, Mr. Beebe was awarded an Honorary Doctorate of Agriculture Science from the University of Idaho.
The Board of Directors concluded that Mr. Beebe should serve as a director based on his substantial business experience in the agriculture sector and his extensive management and leadership experience serving as a chief executive officer of a global agribusiness company.
Jay A. Pack – Class I
Jay A. Pack has served on our Board of Directors since 2008. Mr. Pack is the former owner of Standard Fruit and Vegetable, an integrated re-packer, logistics, and value-added produce company, which was sold to Del Monte in 2003. He served on the board of Coastal Sunbelt Produce, a private foodservice distributor serving the Mid-Atlantic states, from 2014 to March 2022 when Coastal Sunbelt was acquired by Sysco. Previously, Mr. Pack served on the boards of Misionero, Earthbound Farm, and Combs Produce. He has also previously served as a trustee of Sarah Lawrence College, a board member of the Produce Marketing Association (PMA), Chairman of the PMA Foodservice Division, and as President of the North Texas Food Bank.
Mr. Pack received a Bachelor of Science degree from Boston University and a Master of Business Administration degree from Southern Methodist University.
The Board of Directors concluded that Mr. Pack should serve as a director based on his broad knowledge of the produce industry and his extensive business and leadership experience with various produce companies and agricultural industry groups.
Tony Bashir Sarsam – Class I
Tony Bashir Sarsam has served on our Board of Directors since August 2023. He has served as the President and Chief Executive Officer and a member of the board of directors of SpartanNash (NASDAQ: SPTN), a food solutions company, since 2020. Before joining SpartanNash, Mr. Sarsam served as the chief executive officer of Borden Dairy Company from 2018 to 2020, where he led the company through a restructuring, reorganization, and successful sale. Prior to Borden, he was the chief executive officer of Ready Pac Foods from 2013 to 2018 where he also served on the board of directors from 2014 to 2017.
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Mr. Sarsam holds a Bachelor of Science, Engineering degree in Chemical Engineering from Arizona State University and a Master of Science in Management from Stanford University.
The Board of Directors concluded that Mr. Sarsam should serve as a director based on his extensive experience serving as a chief executive officer of several companies in adjacent industries, his public company board and executive experience, and his strong knowledge of the food industry.
The Board of Directors recommends a vote “FOR” each of the named director nominees.
Continuing Directors
The biographical information for our five directors whose terms will continue after the 2024 Annual Meeting and will expire at the 2025 annual meeting (Class II) or the 2026 annual meeting (Class III) is below.
Luis A. Gonzalez – Class II
Luis A. Gonzalez has served on our Board of Directors since 2011. Mr. Gonzalez is a private investor in real estate and other ventures. Previously, Mr. Gonzalez founded Austral Group S.A., Peru, which was the second largest fishing and marine based food producer in Peru. Mr. Gonzalez also founded Camposol S.A., a leading agroindustrial company in Peru. Mr. Gonzalez also co-founded Grupo Arato in 2011, which the Company acquired in 2018. Previously, Mr. Gonzalez also served as a director of our wholly-owned Peruvian subsidiaries – Grupo Arato Holding S.A.C., Beggie Peru S.A., Arato Peru S.A., Inversiones Agricolas Olmos S.A.C., and Avocado Packing Company S.A.C.– until November 24, 2021. In 2007, Mr. Gonzalez was honored with the “Comendador por Servicios Distinguidos” medal by the President of Peru for his contributions to the country.
Mr. Gonzalez studied mechanical engineering at Saarbrücken Fachhochschule in Germany.
The Board of Directors concluded that Mr. Gonzalez should serve as a director based on his extensive business and leadership experience in the avocado and agroindustrial industries and his first-hand knowledge of avocado farming and packing operations in Peru.
Bruce C. Taylor – Class II
Bruce C. Taylor has served on our Board of Directors since 2001. Mr. Taylor founded Taylor Fresh Foods, a private multi-billion dollar producer of salads, fresh vegetables, and healthy fresh food, in 1995 and serves as its Chairman and Chief Executive Officer.
Mr. Taylor received a Bachelor of Science degree (Business) and a Bachelor of Arts degree (Development Studies) from the University of California, Berkeley, and a Master’s in Business Administration from Harvard University.
The Board of Directors concluded that Mr. Taylor should serve as a director based on his extensive business and industry knowledge and his long tenured leadership and management experience in the agriculture and farming sectors at Taylor Fresh Foods.
Stephen J. Barnard – Class III
Stephen J. Barnard founded the Company in 1983 and has served as the Chief Executive Officer since 1988. Mr. Barnard also served as the Company’s President from 1988 until July 2022 and from December 2023 through the present. Mr. Barnard serves as a member of the Board of Directors, a role he has held since the Company was founded. Prior to founding Mission Produce, Mr. Barnard worked in the lettuce and avocado divisions of Santa Clara Produce, Inc. Mr. Barnard previously served as Chairman of the Produce Marketing Association (PMA), Chairman of the Western Growers Association, a director of the California Avocado Commission, and a director of Sunkist Growers. He currently serves as a director for the Cal Poly Foundation.
Mr. Barnard received a Bachelor of Science degree in agricultural business management from California Polytechnic State University, San Luis Obispo.
The Board of Directors concluded that Mr. Barnard should serve as a director based on his deep and thorough knowledge of all aspects of our business and industry, his effective leadership and management skills, and his long-tenured service in senior roles with key industry groups.
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Bonnie C. Lind – Class III
Bonnie C. Lind has served on our Board of Directors since September 2020. Ms. Lind is the retired Senior Vice President, CFO and Treasurer of Neenah, Inc., (NYSE: NP), a publicly traded technical specialties and fine paper company, a position she held from June 2004 to May 2020. Prior to that, Ms. Lind held a variety of increasingly senior financial and operations positions with Kimberly-Clark Corporation (NYSE: KMB), a manufacturer of personal care, consumer tissue and health care products, from 1982 until 2004. She has been a member of the Board of Directors of Hubbell Incorporated (NYSE: HUBB) since January 2019 where she is chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Beginning in January 2022, she joined the Board of Directors of a private timberlands company, Tamarack Holdings LLC, where she is Chairman of the Audit Committee. She was previously a director at U.S. Silica Holdings, Inc. (NYSE: SLCA), a global industrial minerals and logistics leader, from 2019 to 2021 where she served on the Audit and Nominating and Corporate Governance Committees. She was also previously a director at Federal Signal Corporation (NYSE: FSS), a world leader in manufacturing lightbars, beacons, warning lights, and backup alarms/cameras, from 2014 to 2018, where she served on the Nominating and Governance Committee and the Audit Committee. She also served as a director of Empire District Electric Company (NYSE: EDE), an investor-owned utility providing electric, natural gas, and water service, from 2009 to 2017 and was a member of the Audit Committee and Chairman of its Nominating and Corporate Governance Committee.
Ms. Lind holds a Bachelor of Business Administration (Finance) with honors from the University of Georgia.
The Board of Directors concluded that Ms. Lind should serve as a director based on her experience as the chief financial officer of a public company, her financial acumen and financial expertise, her public and private company board experience, as well as her decades of senior financial and operations positions for public and private companies across a wide variety of industries.
Linda B. Segre – Class III
Linda B. Segre has served on our Board of Directors since September 2020. She is a member of the Board of Directors of Top Golf Callaway Brands (NYSE: MODG) where she is chair of the Compensation and Management Succession Committee and a member of the Nominating and Corporate Governance Committee. She is also a member of the Board of Directors of Pecan Grove Farms & Nursery, a private provider of pecan products and Schwab Charitable Fund. From 2009 until 2016 she was the Executive Vice President, Chief Strategy and People Officer at Diamond Foods, Inc. (NASDAQ: DMND). Before joining Diamond Foods, Ms. Segre served as Managing Director of Google.org and was previously the Vice President and Managing Director of The Boston Consulting Group’s San Francisco Office.
Ms. Segre holds a degree in economics with Academic Distinction from Stanford University and an M.B.A. from the Stanford Graduate School of Business.
The Board of Directors concluded that Ms. Segre should serve as a director based on her public and private company board experience and extensive management experience serving in key leadership roles, including as chief people officer, across a variety of sectors, including the food and agriculture industries.
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CORPORATE GOVERNANCE
Board of Directors Leadership Structure
Our Board of Directors recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure for the sound and effective oversight of management. Our Bylaws and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board of Directors and Chief Executive Officer. The Board of Directors values its flexibility to select, from time to time, a leadership structure that is most able to serve the Company’s and stockholders’ best interests based on the qualifications of individuals available and existing circumstances.
Currently, the Board of Directors has determined that separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure. Mr. Barnard serves as Chief Executive Officer, and Mr. Bershad serves as Chairman of the Board of Directors. Our Board of Directors believes that this leadership structure provides the appropriate balance of authority and achieves the optimal governance model at this time. Given Mr. Bershad will not stand for re-election at the 2024 Annual Meeting, the Board of Directors has appointed Mr. Beebe to assume the role of independent Chairman of the Board of Directors effective as of the 2024 Annual Meeting. Mr. Beebe previously served as the Chairman of the Board of Directors from 2003 to 2020.
If the Chairman of the Board of Directors does not otherwise qualify as an independent director, our Corporate Governance Guidelines allow for the appointment of a lead independent director. As noted above, Mr. Bershad is not an independent director under applicable SEC and Nasdaq rules. Therefore, the Board of Directors elected Mr. Beebe to serve as the lead independent director. The lead independent director’s responsibilities include but are not limited to: presiding over all meetings of the Board of Directors at which the Chairman is not present, including any executive sessions of the independent directors, and acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board of Directors. Given Mr. Beebe’s status as an independent director and his appointment to the role of Chairman of the Board of Directors effective as of the 2024 Annual Meeting, the Board of Directors does not believe it is necessary to appoint a lead independent director once Mr. Beebe assumes the role of Chairman.
Enterprise Risk Management and the Board’s Role in Risk Oversight
Our Board of Directors oversees an enterprise-wide approach to risk management. Our risk management efforts are designed to support execution of our long-term strategy and achievement of the Company’s objectives to improve long-term operational and financial performance and enhance stockholder value. Our Board of Directors believes that a fundamental part of risk management is understanding the risks that we face, adopting appropriate controls and mitigation activities for such risks, monitoring these risks, and responding to emerging developments for such risks. As such, in 2022, we developed an Enterprise Risk Management, or ERM, framework to enhance our risk management efforts. Our ERM framework is primarily focused on identifying, assessing, managing, reporting, and monitoring enterprise-level risks that may impact the ability of the Company to achieve its long-term goals and objectives.
Bi-annually, we evaluate the greatest risks to our business, their underlying risk drivers, and the associated mitigation activities, maturity, and controls. Our ERM framework taps into the knowledge, assessment, and feedback of a cross-functional group of the Company’s business leaders representing all key business functions across all our U.S. and international operations. Our bi-annual assessment includes identification and evaluation of the likelihood and potential impact of the top risks facing the Company and the controls in place or needed to mitigate such risks.
Our Audit Committee oversees our overall ERM framework. The Audit Committee receives a bi-annual report on the ERM framework and key enterprise-level risks. In addition, annual updates to the full Board of Directors are provided and results are discussed. Our three standing Board of Directors committees also assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee coordinates the Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, related party transactions, code of conduct, and litigation and compliance matters. Management regularly reports to the Audit Committee on these areas. The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and succession planning for our directors and executive officers. At each regular meeting, or more frequently as needed, the Board of Directors receives and considers committee reports, which may provide additional detail on risk management issues and management’s response.
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Cybersecurity and Information Technology
Our Board of Directors considers cybersecurity risk to be an important potential risk to our business. The Board of Directors has delegated to the Audit Committee oversight of cybersecurity and other information technology risks affecting the Company. The Audit Committee periodically evaluates our cybersecurity strategy to ensure its effectiveness. Management provides regular reports to the Audit Committee and the Board of Directors regarding cybersecurity and other information technology risks.
Our Chief Information Officer oversees our information security program. His teams are responsible for leading enterprise-wide cyber resilience strategy, policy, standards, architecture, and processes. We devote significant resources to protecting and continuing to improve the security of our computer systems, software, networks, and other technology assets. Our security efforts are designed to preserve the confidentiality, integrity, and continued availability of all information owned by, or in the care of, the Company and protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy data, disrupt, or degrade service, sabotage systems, or cause other damage.
We identify and address information security risks by employing a defense-in-depth methodology that provides multiple, redundant defensive measures and prescribes actions to take in case a security control fails or a vulnerability is exploited. We leverage internal resources, along with strategic external partnerships, to mitigate cybersecurity threats to the Company. We have partnerships for Security Operations Center (SOC) services, and various third-party assessments. We deploy both commercially available solutions and proprietary systems to manage threats to our information technology environment actively.
Certain of our information technology applications are externally audited as part of our Sarbanes-Oxley audit program and our controls include information security standards. We follow industry best practices and the National Institute of Standards and Technology (NIST) Cyber Security Framework. We regularly engage appropriate external resources regarding emerging threats to navigate the diverse cybersecurity landscape.
In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber-attack, the Company has established well-defined response procedures to effectively address cyber events that may occur despite these robust safeguards. These response procedures are designed to identify, analyze, contain, and remediate such cyber incidents to ensure a timely, consistent, and compliant response to actual or attempted data incidents impacting the Company. The Company devotes appropriate resources and enlists partners to adapt to the evolving threat landscape.
The Company takes data protection seriously and ensures employees understand their role in keeping the Company safe from cyber-attacks. We employ a robust information security and training program for our employees, including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure the effectiveness of our information security program. As part of this commitment, we require our employees to complete a Cybersecurity Awareness eCourse and acknowledge our Information Security policies. In addition, we have an established schedule and process for regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees.
We have experienced no material information security breaches in the last three years. As such, we have not spent any material amount of capital on addressing information security breaches in the last three years, nor have we incurred any material expenses from penalties and settlements related to a material breach during this same time. We also carry third-party cybersecurity insurance.
Corporate Governance Guidelines
Our Board of Directors is governed by our Corporate Governance Guidelines which are reviewed annually and amended from time to time to incorporate certain current best practices or as otherwise may be advisable. Our Corporate Governance Guidelines may be found on our website at www.missionproduce.com and are available in print upon written request to the Company’s Secretary at our principal executive offices at 2710 Camino Del Sol, Oxnard, California 93030.
Code of Ethics and Conduct
We have adopted a written code of ethics and conduct that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors reviews the Code of Ethics and Conduct on an annual basis and makes changes if and when appropriate. We have posted the Code of Ethics and Conduct on our website, www.missionproduce.com. In addition, we will post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the codes.
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Insider Trading Policy
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted an Insider Trading Compliance Policy applicable to all officers, directors, and employees of the Company. Such policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, and their affiliated entities, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Compliance Policy, including any amendments thereto, is filed as Exhibit 19.1 to our Annual Report on Form 10-K.
Board Meetings and Attendance
The Board of Directors held six meetings in fiscal year 2023, and all directors attended at least 75% of the total number of meetings of the Board of Directors and committees on which they served. It is the Company’s policy that all current directors attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. Six out of our eight directors serving on the Board of Directors as of the 2023 Annual Meeting were present; the remaining directors were unable to attend due to extenuating circumstances.
Communications with the Board
Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of our Chairman of the Board and Chief Executive Officer, who is also a member of the Board of Directors. In addition, stockholders may communicate in writing with any particular director, any committee of the Board of Directors, or the directors as a group, by sending such written communication to our Secretary at our principal executive offices at 2710 Camino Del Sol, Oxnard, California 93030. Copies of written communications received at such address will be provided to the Board of Directors or the relevant director or committee unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board of Directors, relevant director, or committee include, without limitation, customer complaints, solicitations, communications that do not relate to our business, or communications that relate to improper or irrelevant topics.
Board Committees and Charters
The Board of Directors has three standing committees – the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee maintains a charter that is approved by the Board of Directors and evaluated annually. The charter for each of our standing committees is available on our website at www.missionproduce.com.
Audit Committee
Our Audit Committee oversees the accounting and financial reporting process of the Company and the audits of the Company’s financial statements. Among other matters, the Audit Committee:
is responsible for the appointment, compensation, retention, evaluation, and oversight of our independent auditor;
oversees the financial reporting process, including the review of critical accounting policies and estimates, issues and analyses of financial reporting issues, audit problems and difficulties, and the adequacy and effectiveness of accounting and financial controls;
reviews our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
provides the Audit Committee Report with respect to audited financial statements for inclusion in the Company’s proxy statement;
reviews the Company’s earnings press releases and earnings guidance, if applicable;
reviews and oversees legal and compliance matters;
reviews the scope and results of our internal audit function;
reviews the policies and practices with respect to risk assessment and management; and
reviews our information security and technology risks (including cybersecurity) and management programs.
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The current members of our Audit Committee are Ms. Lind (Chair), Mr. Beebe, and Mr. Pack. All members of our Audit Committee meet the heightened standards of independence required for service on the Audit Committee and satisfy the financial literacy and sophistication requirements under applicable Nasdaq rules and regulations. Ms. Lind is an Audit Committee financial expert as defined under applicable SEC rules. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.
The Audit Committee met five times during fiscal year 2023.
Compensation Committee
Our Compensation Committee oversees matters pertaining to the compensation of the Company’s executive officers and directors. Among other matters, the Compensation Committee:
reviews and recommends corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluates the performance of the Chief Executive Officer against these goals and objectives, and sets the compensation of our Chief Executive Officer;
reviews and sets the compensation of our executive officers other than the Chief Executive Officer;
makes recommendations to the Board of Directors regarding director compensation;
reviews and approves the Company’s incentive compensation and equity-based plans and arrangements;
reviews compliance with stock ownership guidelines for directors and officers;
oversees the establishment and administration of incentive recoupment policies;
oversees the risk assessment regarding the Company’s compensation policies and practices;
reviews and approves the Compensation Discussion and Analysis for the Company’s proxy statement and prepares the annual Compensation Committee Report for inclusion in the proxy statement; and
oversees the Company’s DE&I efforts and initiatives, including pay equity.
The Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent third-party compensation consultant in 2023 to advise on a variety of subjects, including peer group composition and benchmarking, incentive plan and equity plan design, director compensation program design, overall compensation plan design and trends, pay-for-performance analytics, and other compensation topics. During fiscal year 2023, Pearl Meyer did not provide any services other than compensation-related matters for our executives and the Board of Directors. Pearl Meyer reported directly to the Compensation Committee and attended meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee), as requested. Each year the Compensation Committee reviews the independence of Pearl Meyer, including considering the factors required by Nasdaq listing standards. During its fiscal 2023 review, the Compensation Committee determined that Pearl Meyer is independent and that no conflict of interest exists that would prevent it from providing independent and objective advice to the Compensation Committee.
In addition, the Compensation Committee approved certain amendments to its charter in fiscal 2023 to add oversight over the establishment and administration of incentive recoupment policies in light of the above referenced SEC rules and the Company’s revised clawback policy, and to specifically cite the Compensation Committee’s oversight responsibilities over compensation risk assessment as it pertains to the Company’s compensation policies and practices.
The current members of our Compensation Committee are Ms. Segre (Chair), Mr. Beebe, and Mr. Pack. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.
The Compensation Committee met five times during fiscal year 2023.
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors, recommending director nominees for election at the annual meeting of stockholders, overseeing the corporate governance of the Company and the Board of Directors, overseeing executive succession planning, and overseeing environmental, social, and governance matters. Among other matters, the Nominating and Corporate Governance Committee:
reviews and makes recommendations to the Board of Directors regarding director independence;
identifies individuals qualified to serve as members of the Board of Directors and recommends nominees to the Board of Directors for appointment or election at the annual meeting of stockholders;
reviews Board committee structure and composition;
develops and reviews the Corporate Governance Guidelines;
oversees the annual self-evaluations of the Board of Directors and its committees and management;
reviews periodically the succession plans relating to executive officers and other senior management;
reviews and oversees the Company’s ESG initiatives and external reporting; and
makes recommendations to the Board of Directors regarding other governance matters.
The Nominating and Corporate Governance Committee considers a wide range of factors when assessing potential director nominees. This assessment includes a review of the potential nominee’s experience and expertise, diversity, independence, understanding of the Company’s business or industry, and such other factors as the Nominating and Corporate Governance Committee concludes are pertinent in light of the current and anticipated future needs of the Board of Directors. Specifically, the Nominating and Corporate Governance Committee, in recommending director candidates, and the Board of Directors, in nominating or appointing director candidates, evaluates candidates in accordance with the following qualification standards and selection criteria:
high level of personal and professional integrity, strong ethics and values, and the ability to exercise effective business judgment;
experience in corporate management, such as serving as an officer or former officer of a publicly held company;
experience as a board member of another publicly held company;
professional and/or academic experience relevant to the Company’s industry;
strength of the candidate’s leadership skills;
experience in finance and accounting, executive compensation, or other areas of subject matter expertise pertinent to the business and necessary or judicious to round out the expertise of the Board of Directors;
sufficient time available for preparation, participation, and attendance at Board of Directors and committee meetings; and
any other factor that they deem to be relevant.
The Nominating and Corporate Governance Committee and the Board of Directors also considers the diversity of director candidates, which is defined broadly to include experience, background and other factors including gender, age, race, and other characteristics. In addition, the Nominating and Corporate Governance Committee considers whether there are potential conflicts with the candidate’s other personal and professional pursuits.
From time to time, the Board of Directors or the Nominating and Corporate Governance Committee may find it helpful to utilize a third-party search firm to assist in identifying a qualified director or executive officer candidate pools for consideration.
The Nominating and Governance Committee will consider stockholder recommendations of candidates on the same basis, and under the same criteria, as it considers all other candidates. Stockholders wishing to nominate a candidate for director at an annual meeting must (a) provide Timely Notice (as defined in Section 2.4(b) of the Company’s Bylaws) to the Corporate
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Secretary at 2710 Camino Del Sol, Oxnard, CA 93030, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required in the Company’s Bylaws and under SEC rules concerning nominees, and (c) provide any updates or supplements to such notice at the times and in the forms required by, and otherwise comply with, our Bylaws.
The current members of our Nominating and Corporate Governance Committee are Mr. Beebe (Chair), Ms. Lind, and Mr. Taylor. Each member of the Nominating and Corporate Governance Committee is an independent director under applicable Nasdaq regulations. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.
The Nominating and Corporate Governance Committee met five times during fiscal year 2023.
Board and Committee Evaluations
The Board of Directors recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and board effectiveness. Under the leadership of the Chairman of the Board of Directors, the Nominating and Corporate Governance Committee oversees the annual evaluation process. The Nominating and Corporate Governance Committee periodically reviews the format and components of the evaluation process to ensure that actionable feedback is solicited on the operation and effectiveness of the Board of Directors, its committees, and director performance.
Board Orientation and Education
The Board of Directors believes that director education is important to the ability of directors to fulfill their roles and supports directors in their continuous learning. During Board of Directors and committee meetings, information sessions may also be provided on specific subjects relevant to our business or certain pertinent topics. New directors also participate in our director orientation program.
Director Compensation
Our Non-Employee Director Compensation Policy consists of the following components:
Director Compensation Program
Annual Cash Retainers
Board Cash Retainer
$60,000
Committee Cash Retainers:
Annual Committee Chair Retainer (in lieu of committee member retainers)
 
Audit
$15,000
Compensation
$10,000
Nominating and Corporate Governance
$10,000
Annual Committee Member Retainer
 
Audit
$7,500
Compensation
$5,000
Nominating and Corporate Governance
$5,000
Initial Equity Compensation
Equity Award (RSUs); pro-rated based on appointment date through next annual meeting of stockholders
$100,000
Annual Equity Compensation
Equity Award (RSUs)
$100,000
Additional Chairman of the Board Equity Award (RSUs)
$40,000
Annual cash retainers are paid in quarterly installments in arrears and pro-rated for any partial calendar quarter of service. In addition, committee member or committee chair retainers are only paid if the director attends the meeting, if any, for the calendar quarter for which fees are paid. In accordance with the Non-Employee Director Compensation Policy, each
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non-employee director who is initially elected or appointed to serve on the Board of Directors is automatically granted RSUs with a value of approximately $100,000 on the date on which such director is appointed or elected to serve on the Board of Directors, pro-rated based on the number of days between the effective date of appointment and the Company’s next annual meeting. Additionally, each non-employee director who is serving on the Board of Directors as of the date of each annual meeting of the stockholders is automatically granted, on such annual meeting date, an RSU award with a value of approximately $100,000, and a non-employee director serving as the Chairman of the Board of Directors is automatically granted additional RSUs with a value of $40,000 on such date.
All equity grants vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the directors’ continued service through the applicable vesting date. In addition, such awards vest in full upon a change in control of the Company (as defined in the Company’s 2020 Incentive Award Plan).
Nonqualified Deferred Compensation Plan
Pursuant to the Company’s Deferred Compensation Plan applicable to non-employee directors, our non-employee directors can elect to defer up to 100% of their annual equity award grant and the annual Chairman grant, as applicable. Annual equity awards that are deferred are credited to a deferred compensation account and vested balances are distributed: (1) at the time of separation either in a lump sum or up to 10 annual installments; (2) pursuant to an in-service election on specified dates of distribution either in a lump sum or up to five annual installments; (3) upon a separation from service due to a change in control either in a lump sum or up to 10 annual installments; and (4) upon death in a lump sum to the director’s beneficiaries.
The unfunded, nonqualified plan structure of the Deferred Compensation Plan is required in order to preserve the beneficial tax deferral treatment for the participants. Amounts in a participant’s deferral accounts are considered general liabilities of the Company and subject to creditor risk in the case of corporate insolvency or bankruptcy.
Messrs. Beebe, Bershad, and Pack participated in the Deferred Compensation Plan during 2023.
Director Stock Ownership Guidelines
The Compensation Committee has adopted robust stock ownership guidelines for non-employee directors equal to five times their annual cash retainer, or, $300,000. Non-employee directors are expected to achieve the required guidelines within 5 years of the later of the adoption of the guidelines in 2021 or the director’s appointment to the Board of Directors. After achievement, directors must continue to hold enough shares to maintain such levels while covered by the guidelines. Only the following forms of equity count towards the required stock ownership guidelines:
Shares of common stock directly owned by a director or their immediate family member;
Common stock owned indirectly if the individual has an economic interest in the shares;
Unvested RSUs which are subject to time-based vesting only; and
Deferred equity under the Nonqualified Deferred Compensation Plan.
The value of ownership is measured at fiscal year-end by reference to the average closing stock price of the Company’s common stock over the prior full year from the date of measurement. The Compensation Committee assesses compliance annually as of the fiscal year-end date. Failure to meet or show progress toward meeting the guidelines may result in (1) restrictions on sales of stock acquired upon vesting of equity awards until such guidelines are met; and/or (2) reductions in future long term equity incentive awards or other equity grants. The Compensation Committee has the sole discretion to determine the appropriate remedy for failure to comply with the guidelines, taking into consideration all pertinent facts and circumstances.
All non-employee directors exceeded the required level of holdings at the time of measurement except for Mr. Sarsam who was appointed in August 2023.
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2023 Director Compensation
The following table sets forth information for the fiscal year ended October 31, 2023 regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board of Directors during fiscal year 2023. Mr. Barnard, our CEO, does not receive additional compensation for his service as a director. All compensation paid to Mr. Barnard is reported in the “Summary Compensation Table.”
Name
Fees earned or paid
in cash ($)
Stock awards ($)(1)
All Other
Compensation ($)
Total ($)
Stephen A. Beebe
82,500
102,112
26,102(6)
210,714
Stephen W. Bershad
60,000
142,965(2)
26,102(6)
229,067
Luis A. Gonzalez
60,000
102,112
162,112
Bonnie C. Lind
80,000
102,112
182,112
Jay A. Pack
72,500
102,112
174,612
Tony Bashir Sarsam(3)
25,000
65,405(4)
90,405
Linda B. Segre
70,000
102,112
172,112
Bruce C. Taylor
65,000
102,112
167,112
Shaunte Mears Watkins(5)
30,000
30,000
(1)
Represents the grant date fair value of 9,158 RSUs granted to each of our non-employee directors on April 13, 2023 computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $11.15. Such closing stock price differs from the stock price used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant consistent with our equity grant practices). As of October 31, 2023, Messrs. Beebe, Gonzalez, Pack, and Taylor, and Mses. Lind and Segre each held 9,158 outstanding unvested RSUs, Mr. Sarsam held 5,653 outstanding unvested RSUs, and Mr. Bershad held 12,822 outstanding unvested RSUs. Messrs. Bershad, Beebe, and Pack all participated in our Non-Employee Director Deferred Compensation Plan for 2023 and therefore, the 9,158 RSUs for these directors have been deferred. In addition, outstanding vested but deferred RSUs under the Non-Employee Director Deferred Compensation Plan as of October 31, 2023 were: 8,124 for Mr. Bershad, 5,028 for Mr. Pack, 13,152 for Ms. Lind, and 8,124 for Mr. Beebe.
(2)
Includes an additional 3,664 RSUs granted to Mr. Bershad on April 13, 2023 pursuant to our Director Compensation Program for serving as the Chairman of the Board of Directors and computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $11.15. Such closing stock price differs from the stock price used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant consistent with our equity grant practices).
(3)
Mr. Sarsam was appointed to the Board of Directors effective August 14, 2023.
(4)
Includes 5,653 RSUs granted to Mr. Sarsam on August 14, 2023 pursuant to our Director Compensation Program in connection with his appointment to the Board of Directors and computed in accordance with Accounting Standards Codification Topic 718, based on a closing price of our stock on the date of grant of $11.57. Such closing stock price differs from the stock price used to calculate the number of shares awarded to each director (which is based on a trailing 30-day average stock price from the date of grant consistent with our equity grant practices).
(5)
Ms. Mears Watkins resigned from the Board of Directors effective April 13, 2023 due to her relocation to Australia.
(6)
Messrs. Beebe and Bershad each received $26,102 to reimburse them for penalties and taxes associated with an administrative error made by the Company, and discovered in fiscal 2023, regarding equity grants that should have been deferred for the 2021 tax year, but which were not deferred, and instead, were delivered prematurely to Messrs. Beebe and Bershad on April 13, 2022.
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EXECUTIVE COMPENSATION
Executive Officers
The Company’s executive officers as of the record date are:
Name
Position
Age
Biography
Stephen J. Barnard
President and Chief Executive Officer
71
See Item 1: Election of Directors
Bryan E. Giles
Chief Financial Officer
53
Bryan E. Giles has served as our Chief Financial Officer since 2018. Prior to his role as Chief Financial Officer, Mr. Giles was the Vice President of Finance, a role he held since 2012. Before joining Mission, Mr. Giles worked at Tecom Industries Inc., a division of Smiths Group (LSE: SMGZY), in multiple capacities including Vice President of Finance & Administration and Vice President of Finance – MSS Technology Group. Prior to this, Mr. Giles started his career at Deloitte & Touche LLP.

Mr. Giles is a Certified Public Accountant licensed in the state of California (inactive). Mr. Giles received a Bachelor of Science degree and a Master of Business Administration degree from California State University, Northridge.
Juan A. Wiesner
​President of Central and South America
70
Juan A. Wiesner has served as our President of Central and South America since 2018. Prior to this, Mr. Wiesner served as an executive of Grupo Arato, an avocado farming and services company in Peru, from 2014 to 2018. Previously, Mr. Wiesner served as the chief executive officer of Camposol S.A., one of the largest agricultural companies in South America, from 1998 to 2007.

Mr. Wiesner received a civil engineering degree from Universidad Nacional de Colombia.
Joanne C. Wu
General Counsel and Secretary
42
Joanne C. Wu has served as our General Counsel and Secretary since March 2021. Prior to this, Ms. Wu was the Assistant General Counsel at Public Storage (NYSE: PSA), the world’s largest owner, operator, and developer of self-storage facilities, from 2019 to February 2021. Prior to Public Storage, Ms. Wu served as the Associate General Counsel and Assistant Secretary at Dine Brands Global, Inc. (NYSE: DIN), one of the world’s largest full-service dining companies and franchisor of Applebee’s Grill + Bar, IHOP, and Fuzzy’s Taco Shop, from 2014 to 2019. Ms. Wu also previously served as Counsel at Amgen Inc. (NASDAQ: AMGN), one of the world’s largest independent biotechnology companies, from 2010 to 2014. Ms. Wu began her career as an associate in the Los Angeles office of Latham & Watkins LLP in 2007.

Ms. Wu received a Bachelor of Science degree in Business Administration from the Haas School of Business at the University of California, Berkeley, and a Juris Doctor degree from the University of Southern California.
Timothy A. Bulow served as our President and Chief Operating Officer from July 12, 2022 to September 30, 2023.
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our NEOs, who for fiscal 2023 were:
Stephen J. Barnard, President and Chief Executive Officer;
Bryan E. Giles, Chief Financial Officer;
Juan A. Wiesner, President of Central and South America;
Joanne C. Wu, General Counsel and Secretary; and
Timothy A. Bulow, Former President and Chief Operating Officer.
Fiscal 2023 Performance Highlights
The Company achieved impressive growth in total avocado volume sold year over year, improved performance in our Marketing and Distribution segment, and growth in our emerging Blueberries segment in the fiscal fourth quarter. However, weather-related challenges in Peru, where the Company owns its own avocado farms, resulted in quality issues towards the latter part of the season and lower than expected volumes from our owned farms, both of which impacted our International Farming segment performance. Key fiscal 2023 business results included:
Total avocado volume sold increased by 12% to 654.4 million pounds;
Total revenue was $953.9 million compared to $1.05 billion last year, primarily due to a lower pricing environment driven by higher industry supply out of Mexico;
Net loss of $3.1 million;
Adjusted EBITDA increased 2% to $48.4 million compared to $47.6 million last year, with the Marketing and Distribution and Blueberries segments seeing significant increases in adjusted EBITDA; such strong results were partially offset by disappointing adjusted EBITDA performance in our International Farming segment due to the weather-related issues impacting our owned production harvest (see Exhibit A for adjusted EBITDA reconciliation); and
Owned exportable avocado production volume from farms in Peru decreased 9% to 107 million pounds for the 2023 harvest season.
In addition to the above, we continued to develop our capabilities in international markets, opening our distribution facility in the U.K. and accelerating the second phase of its buildout. We have made meaningful advances in our mango program and have invested in the talent and resources necessary to accelerate growth in the mango business in 2024 and beyond.
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Overview of 2023 Compensation Program for NEOs
The following pay mix charts shows fiscal 2023 compensation for our CEO and other NEOs at target performance achievement and demonstrates the Compensation Committee’s commitment to ensuring a substantial majority of NEO compensation is based on Company performance and aligned with stockholders. The 2023 compensation program pay mix design included an annual cash incentive award based primarily on the achievement of a Company financial performance metric and a performance-based long-term equity incentive as meaningful components. The Compensation Committee believes that a greater emphasis on at-risk long-term equity incentive compensation supports the Company’s long-term growth orientation and stockholder alignment and focuses on leadership development over the long- rather than short-term.
graphic
The following summarizes the key elements of total direct compensation for fiscal 2023 for our NEOs: base salary, annual cash incentive, and long-term equity incentives.
 
 
BASE SALARY
ANNUAL CASH INCENTIVE
LONG-TERM EQUITY INCENTIVE  
 
COMPONENT OF PAY
Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role.

Reviewed annually and adjusted when appropriate to maintain market competitiveness.

Increases are not automatic nor guaranteed.
Annual cash incentives based 80% on Company performance metrics with pre-established goals that align with our budget and 20% on individual performance as assessed at year-end.
Long-term equity incentive program with forward-looking equity awards intended to motivate and reward executives for future growth and financial performance and align the interests of executives and stockholders.

Performance-based PSUs that are earned based on financial performance over a three-year period and time-vested RSUs that vest ratably over a three-year period.
 
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BASE SALARY
ANNUAL CASH INCENTIVE
LONG-TERM EQUITY INCENTIVE  
 
2023 SUMMARY
2023 salary increases for our NEOs ranged from 0% to 6.7%, with no increase for our CEO, our former President and Chief Operating Officer, or our President of Central and South America. Increases to base salaries for the remaining NEOs, were based on factors such as market competitiveness and individual performance.
2023 annual cash incentives tied to financial performance (80% of target bonus opportunity) paid out at 0% based on failure to achieve the threshold level of performance on adjusted operating income. The 20% of target bonus opportunity tied to individual performance paid out at 20% for all eligible NEOs, except Mr. Barnard, due to their valued contributions during a challenging business and operating environment. Mr. Barnard did not receive any payout under the 20% tied to individual performance. Thus, our CEO did not receive an annual cash incentive payout for fiscal 2023.

Mr. Wiesner does not participate in our annual cash incentive plan. Rather, the Compensation Committee approved a bonus payout of up to 25% of Mr. Wiesner’s annual base salary, subject to our CEOs assessment of his performance at fiscal year-end. Mr. Wiesner’s actual payout was in line with the other NEOs at 20% of bonus potential.

Mr. Bulow departed from the Company in September 2023 and was not eligible for an annual cash incentive payout.*
Our 2023 long-term equity incentive grants were more heavily weighted towards PSUs, with a mix of 60% RSUs and 40% PSUs (formerly a 70%/30% mix). PSUs are earned, if at all, at the end of the three-year performance period based on pre-established cumulative adjusted net income per share goals. RSUs vest 1/3 per year following grant, subject to continued service through the vesting date.

The total value of 2023 long-term equity incentives awarded to each NEO was as follows:

Barnard: $2,000,000 (no change from fiscal 2022)

Giles: $680,000

Wiesner: $500,000 (no change from fiscal 2022)

Wu: $500,000

Bulow: $500,000 (set per terms of offer letter)*
*
In connection with Mr. Bulow’s departure from the Company, the Company entered into a Separation Agreement and General Release under which Mr. Bulow received a gross cash severance payment of $475,020 and the acceleration of the vesting of Mr. Bulow’s unvested and outstanding RSUs that would have become vested on January 6, 2024 (1/3 of Mr. Bulow’s only outstanding RSU grant) had Mr. Bulow’s employment continued through that date, pro-rated for the length of time served from the grant date through the separation date. All other RSUs held by Mr. Bulow were forfeited. In addition, pursuant to our standard PSU award agreement, Mr. Bulow will continue to participate in the 2023-2025 PSU program through the end of the performance period, with the vesting of any PSUs thereunder, if earned, pro-rated based on the length of time served during the performance period.
Base Salary
After reviewing market data and benchmarking provided by Pearl Meyer, and in consideration of the overall performance of the Company for fiscal 2022 and the standard annual merit increases provided to all employees, the Compensation Committee increased the base salary for our Chief Financial Officer by 5% and for our General Counsel and Secretary by 6.7%, with individual determinations based on factors such as market competitiveness and individual performance. Our Chief Executive Officer, our former President and Chief Operating Officer, and our President of Central and South America did not receive base salary increases for fiscal 2023.
Mr. Wiesner also receives additional annual cash compensation based on a profit-sharing scheme required under Peruvian labor regulations. Such additional compensation is based on the application of a certain percentage applied to the profits of our Peruvian operations and distributed to Peruvian employees based on their respective compensation and days worked. The amount paid to Mr. Wiesner under such profit-sharing scheme for fiscal 2023 was $28,819.
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Annual Cash Incentive
Annual cash incentive awards are designed to reward achievement of objective financial goals tied to our budget and individual contributions that support business results and execution of the Company’s strategy. For fiscal 2023, target bonus opportunity under the annual cash incentive plan ranged from 100% of base salary for our Chief Executive Officer to 75% of base salary for our other participating NEOs, other than Mr. Wiesner who does not participate in our annual cash incentive plan. Our 2023 annual incentive plan was based 80% on achievement of adjusted operating income and 20% based on individual performance, assessed at the end of the fiscal year. For the 80% based on achievement of adjusted operating income, the Compensation Committee utilized this metric as it has been used historically by the Company as a key performance indicator and is well understood by the Company’s stockholders, investment community, and employees. Operating income is also a prevalent metric in short-term incentive plans among the Company’s peers and the broader market. The threshold level of achievement for a payout under this component was set at 70% and the maximum at 130%. Potential payouts on the portion tied to adjusted operating income ranged from 50% for threshold achievement to 200% for maximum achievement, with no payout for below threshold performance. With the addition of the 20% based on individual achievement, the Compensation Committee reduced the overall maximum payouts achievable under the annual cash incentive plan from 200% to 180%.
80% tied to Company Performance
20% tied to Individual Performance
- Performance range: 70% threshold to 130% max
- Based on individual performance and contributions assessed at end of fiscal year
- Payouts: 50% at threshold and 200% at maximum; no payouts below threshold
- Based on adjusted operating income performance metric
- Maximum payout capped at 20%
Maximum payout under 2023 annual cash incentive plan reduced from 200% to 180%
For 2023, the Company achieved 30% of the target adjusted operating income goal, which was below threshold performance of 70% resulting in a payout percentage of 0% of target bonus opportunity for the 80% of the annual cash incentive tied to this financial measure. As such, no payouts were made to our NEOs under this portion of our annual cash incentive plan. For the 20% of the annual cash incentive based on individual performance, all eligible NEOs, except Mr. Barnard, received a payout at 20%, thereby resulting in a total payout under our annual cash incentive plan of 20% of total target opportunity for these NEOs. Mr. Barnard did not receive any payout under the 20% tied to individual performance. As such, Mr. Barnard’s payout under our 2023 annual cash incentive plan was 0%. This constitutes the second consecutive year that Mr. Barnard received a 0% annual cash incentive payout, demonstrating the Compensation Committee’s firm commitment to a pay for performance philosophy.
Mr. Wiesner does not participate in our annual cash incentive plan. Rather, the Compensation Committee approved a bonus potential of up to 25% of Mr. Wiesner’s base salary, based on the CEO’s assessment of his performance at fiscal year-end. In line with the other NEOs and based on Mr. Barnard’s assessment of Mr. Wiesner’s contributions for fiscal 2023, the Compensation Committee approved a payout of 20% of bonus potential for Mr. Wiesner. Mr. Bulow departed from the Company in September 2023 and was not eligible for an annual cash incentive payout.
For fiscal 2024, the Compensation Committee approved the following annual cash incentive plan design:
-
For all NEOs, except Mr. Wiesner:
Company Performance Component: For Mr. Barnard, 100% of target bonus opportunity, and for the other NEOs, 80% of target bonus opportunity, will be based on Company performance against pre-determined adjusted EBITDA metrics (instead of adjusted operating income). The Compensation Committee believes this metric more closely ties payouts to financial metrics utilized most by the CEO and stakeholders to assess Company performance.
Threshold performance required for a payout was set at 50% of target and maximum level of performance achievable was set at 150% of target.
Achievement at threshold performance results in a payout of 0% of target bonus opportunity; achievement at target results in a payout of 100% of target bonus opportunity; and achievement at maximum performance results in a payout of 200% of target bonus opportunity. Amounts are linearly interpolated between performance levels.
Individual Performance Component: The Compensation Committee retained an individual performance component weighted at 20% for Mr. Giles and Ms. Wu.
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As a result of these changes, the maximum payout achievable under the annual cash incentive plan for Mr. Barnard will be 200% of target bonus opportunity, and for Mr. Giles and Ms. Wu, 180% of target bonus opportunity. The Compensation Committee believes that the CEO’s compensation should be fully aligned with the financial performance of the Company.
-
Mr. Wiesner does not participate in the annual cash incentive plan. Rather, consistent with prior years, the Compensation Committee approved a bonus potential of 25% of Mr. Wiesner’s base salary, subject to assessment by the CEO at the fiscal year end.
Long-Term Equity Incentive Program – Improved Mix of PSUs and RSUs
For fiscal 2023, the Compensation Committee continued the long-term equity incentive program that was first implemented for fiscal 2022, which included a portion of equity awards in the form of PSUs and portion in the form of RSUs. However, for fiscal 2023, the Compensation Committee assigned more of the overall equity grant value to PSUs, thereby further demonstrating a continued commitment to pay for performance. 60% of the award value for fiscal 2023 was assigned to RSUs and 40% to PSUs versus a 70/30% split, respectively, for the prior year. The percentage of PSUs comprising total annual equity long-term value will increase to 50% in fiscal 2024.
The 2023-2025 PSUs are earned based on achievement of pre-established cumulative adjusted net income per share goals over the three-year performance period running from November 1, 2022 – October 31, 2025, as illustrated in the following table. The number of shares that may be earned and paid ranges from 50% of target PSUs granted for threshold performance of 70% of the target performance goal, 100% for achieving the target performance goal, and 200% for achieving the maximum performance of 130% of the target performance goal; no amounts are earned for performance below threshold level.
Threshold
Target
Maximum
Performance Range
(% of cumulative 3-year adjusted net income (ANI)/share)
70%
100%
130%
PSUs earned as a % of target
50%
100%
200%
RSUs under the long-term equity incentive program vest ratably over three years, subject to continued service through the vesting date.
Fiscal 2022 was the first year the Compensation Committee approved a performance-based long-term equity incentive program represented by our 2022-2024 PSU awards. 2022-2024 PSUs are earned based on cumulative adjusted net income goals over a three-year performance period. Company performance under this goal was below threshold performance as of October 31, 2023.
Total long-term equity award values for fiscal 2023 remained flat over prior year for Mr. Barnard at $2,000,000 and Mr. Wiesner at $500,000. Mr. Giles received a total long-term equity award value of $680,000 and Ms. Wu, $500,000. Mr. Bulow’s equity award value was set per his offer letter when he joined the Company in July 2022.
Adoption of Updated Clawback Policy
In fiscal 2023, the Compensation Committee adopted a revised clawback policy applicable to executive officers which provides for the mandatory recoupment of incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with a financial reporting requirement under the federal securities laws. The revised clawback policy satisfies the requirements under newly adopted SEC rules regarding incentive recoupment policies and replaces our prior clawback policy.
Approval of CEO Employment Agreement and a Severance and Change in Control Plan
On August 7, 2023, after careful review and consideration of market practices, and in order to continue to attract and retain qualified executives, the Compensation Committee entered into an employment agreement with Mr. Barnard and adopted a Severance Plan for eligible executives, including Mr. Giles and Ms. Wu. The employment agreement and Severance Plan provide (i) cash benefits in the event of qualifying termination, with and without a change of control, of a 2x multiple for our CEO and 1-1.5x multiple for the other NEOs, (ii) full vesting of time-based equity, and earnout at target for PSUs, in the event of qualifying termination in connection with a change in control, and pro-rated vesting and earnout at actual performance in the event of a qualifying termination not in connection with a change in control, and (iii) up to 12 months of COBRA coverage. No tax gross ups are paid under the employment agreement or Severance Plan. See – Adoption of Executive Severance and Change-in-Control Plan and CEO Employment Agreement.
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Compensation Philosophy and Objectives
In 2021, our Compensation Committee performed, with the assistance of its compensation consultant, Pearl Meyer, an extensive review of the Company’s compensation philosophy and objectives and implemented new programs that are consistent with such objectives and compensation best practices. In fiscal 2022 and 2023, the Compensation Committee reviewed the compensation philosophy and objectives set in 2021 and affirmed that the existing compensation philosophy continued to be appropriate for the Company.
The Compensation Committee is committed to creating a competitive compensation program that supports the Company’s mission and values and facilitates successful execution of our business goals. We believe our compensation program should support and reinforce our goals for growth, financial performance, and leadership development while aligning the interests of our executives and stockholders. The three key pillars of our compensation philosophy are:
graphic
Compensation Policies and Practices
Our compensation philosophy is intended to guide the decisions that the Compensation Committee makes each year regarding executive officer compensation. The Compensation Committee operationalizes its compensation philosophy in the following ways:
Key Compensation Philosophy Pillar
How Operationalized in Compensation Decisions
Enable Mission to attract and retain high caliber talent
• Target total compensation levels and incentive opportunities at market competitive levels.
• Provide flexibility in structuring sign-on (hire) and promotional awards.
Link pay and performance
• Annual cash incentive plan based primarily on a prospective formulaic approach based on pre-established threshold/target/maximum adjusted operating income goals.
• PSU component of long-term equity incentive plan uses cumulative adjusted net income per share metric, which is communicated in quarterly earnings to stockholders and serves as a key performance indicator and input for analyst stock price targets.
• A clawback policy enabling incentive compensation to be recouped.
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Key Compensation Philosophy Pillar
How Operationalized in Compensation Decisions
Create alignment with stockholders
• Our compensation program utilizes a mix of multi-year PSUs and time-vested RSUs, with 60% RSUs and 40% PSUs for fiscal 2023, moving to a 50/50 split for fiscal 2024.
• PSUs are earned based on our performance against pre-established cumulative adjusted net income per share goals for the three-year performance period, thereby encouraging long-term value creation in alignment with the interests of our stockholders.
• Total annual equity grants as a percentage of shares outstanding (burn rate) is reasonable relative to peers.
• Robust stock ownership guidelines (5x for our CEO, 3x for our CFO, and 1x for all other NEOs) ensures long-term alignment with stockholders.
The Compensation Committee evaluates the following components when making determinations regarding executive officer compensation:
Pay Magnitude
• Peer group data and comparisons are used with consideration given to the Company’s relative positioning on revenue, net income, market capitalization, and market capitalization divided by revenue
• Size-appropriate compensation survey data is also used to fill data gaps and provide an additional layer of market data comparisons
• Careful attention is paid to ensuring internal equity and retention
Role of Market Data
• General philosophy to target market median competitive ranges depending on the circumstances
• Flexibility to reflect variations as appropriate based on unique individual factors
Mix of Pay
• Emphasis on variable at-risk compensation
• Significant portion of compensation should be based on long-term equity incentives
• Appropriate balance between annual and multi-year components based on performance
Risk Orientation
• Incentive plans should have appropriately challenging targets for threshold, target, and maximum payouts
• Over 100% payout upside opportunities pursuant to annual cash incentive plan and PSUs provide ample leverage while the 180% cap on our annual cash incentive and 200% cap on our PSUs mitigate against windfall payouts
Use of Discretion
• Very limited use of discretion ensures transparency and maintains integrity of plan designs
Stockholder Alignment
• Program design and pay outcomes should reflect a significant mix of equity, increasing alignment and balancing stockholder interests with internal motivation/retention needs
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Compensation Risk Management and Best Practices
Pearl Meyer conducted a risk assessment in 2023 regarding the Company’s compensation policies and practices as they apply to all employees, including the NEOs. Pearl Meyer reviewed the design features and performance metrics of the Company’s cash and stock-based incentive programs along with the approval mechanisms associated with each and based, in part, on this risk assessment we believe that the Company’s policies and practices are unlikely to create risks that are reasonably likely to have a material adverse effect on the Company. In addition, the following actions, practices, and policies are intended to provide for continued alignment with our Compensation Philosophy and/or reduce the likelihood of excessive compensation-related risk-taking:
What we do
What we don’t do
• Base a significant portion of pay on financial performance
• Align pay outcomes with performance
• Use a trailing 30-day average stock price to determine number of shares granted
• Use a set grant date (the first Friday of the month following the approval date) for annual equity grants to ensure full-year earnings information has been absorbed by the market prior to grant dates
• Engage in a rigorous target-setting process for incentive metrics
• Adhere to an acceptable equity award burn rate in line with peers
• Provide limited perquisites
• Prohibit short sales and hedging of the Company’s stock
• Adhere to an updated clawback policy
• Abide by stock ownership guidelines for directors and executive officers
• No repricing of underwater stock options
• No tax gross-ups on perquisites (except for relocation)
• No single trigger change-in-control acceleration
• No tax gross ups on severance or change-in-control compensation
Peer Group and Benchmarking
Market data, including information for peer group companies and from compensation surveys, is part of the diverse toolkit the Compensation Committee uses to set fair and competitive compensation levels that help drive the creation of long-term value while mitigating undue risk-taking. The Compensation Committee uses market compensation information to understand how other comparable public companies design executive compensation to assist the Company in offering competitive compensation levels to attract and retain exceptional executives.
The Compensation Committee annually reviews the composition of our peer group to ensure that each company’s relevant attributes remain comparable to ours. The Compensation Committee believes it is appropriate to focus on companies with similar characteristics based on total revenues, market capitalization, and industry (by primary GICS classification). These are representative companies that face many of the same strategic and operational considerations we do and against whom we compete for executive talent.
In March 2022, the Compensation Committee commenced its review of the peer group to aid in its review of compensation determinations for fiscal 2023, and in June 2022, the Compensation Committee determined to add Dole plc, Sovos Brands, Inc., and Tootsie Roll Industries, Inc. to the fiscal 2023 peer group given their business comparability and relative financial size.
2023 Peer Group
• B&G Foods
• BellRing Brands
• Calavo Growers
• CalMaine Foods
• Dole plc
• Farmer Bros
• Fresh Del Monte Produce
• Hostess Brands
• J&J Snack Foods
• John B. Sanfilippo & Son
• Lancaster Colony Corporation
• Landec Corporation
• Seneca Foods
• Sovos Brands, Inc.
• SunOpta
• The Hain Celestial Group
• The Simply Good Foods Company
• Tootsie Roll Industries, Inc.
• Utz Brands
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The following table illustrates market capitalization and revenue statistics for the fiscal 2023 peer group and the Company’s relative position across these metrics as of June 2022.
Peer Group Data
Revenues (millions)(1)
Market Capitalization
(millions)(2)
Market Capitalization /
Revenues
25th Percentile
$875
$782
0.6
50th Percentile (median)
$1,247
$1,430
0.9
Average
$1,676
$1,652
1.4
75th Percentile
$1,572
$2,447
2.1
Mission
Percentile
$979
30th
$1,015
38th
1.0
54th
(1)
Trailing 12-month (4 quarter) revenues as of 6/20/2022
(2)
Market capitalization as of 6/20/2022
Role of the Compensation Committee
In accordance with its charter, the Compensation Committee determines and approves the compensation of our CEO and other NEOs. Annually, the Compensation Committee conducts a comprehensive 360-degree review of the CEO’s performance within the context of the financial and operational goals of the Company and the CEO’s leadership effectiveness in driving the organization forward. For 2023, the Compensation Committee utilized an independent third party to assist with its 360 assessment of Mr. Barnard.
The Compensation Committee reviews the Company’s executive compensation plans throughout the fiscal year. Decisions concerning annual salary increases, the approval of annual cash incentives, the design and objectives of each year’s cash and equity incentive plans and the granting of long-term incentive awards are typically made in the first quarter of each fiscal year after a series of meetings among the Compensation Committee, its compensation consultant, the CEO, and other members of the executive team as necessary. The Compensation Committee considers the feedback of the CEO regarding other NEOs’ performance. The Compensation Committee performs this analysis on an annual basis as part of its oversight function with respect to executive compensation.
In addition, the Compensation Committee periodically reviews and makes recommendations to the Board of Directors regarding director compensation.
Role of the Compensation Consultant
The Compensation Committee has the sole authority to engage and terminate any compensation consultant to assist in the evaluation of director or executive compensation and has the sole authority to approve the fees and other terms of retention of such compensation consultants.
The Compensation Committee has engaged Pearl Meyer since 2021 to advise on a variety of subjects, which for fiscal 2023 included peer group composition and benchmarking, executive compensation philosophy and strategy, incentive plan and equity plan design, overall compensation plan design and trends, pay-for-performance analytics, director compensation, CEO employment agreements and executive severance plans, and other compensation topics. While Pearl Meyer provided data and analyses and made recommendations for the compensation program, the Compensation Committee, or the Board of Directors, made all decisions regarding the compensation of the NEOs and our directors.
Fiscal 2023 Compensation Decisions
Base Salary
Base salary is fixed cash compensation delivered in return for day-to-day job responsibilities and service in key leadership roles. Base salary provides competitive levels of fixed compensation determined by the market value of the position, and the qualifications, experience, and performance expectations of each NEO for his/her position. Market-competitive base salaries help attract and retain executive talent. The Compensation Committee annually reviews the base salary of our NEOs and makes adjustments when appropriate based on an assessment of the role, performance, and market competitiveness. The Compensation Committee may also make periodic adjustments in connection with promotions or changes in responsibility.
In the first quarter of fiscal 2023, our Compensation Committee approved limited increases to base salaries, in part, to better align certain of our NEOs with the market median of our peer group and compensation survey data. In doing so, the Compensation Committee considered data provided by Pearl Meyer indicating that our NEOs’ base salaries were generally
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below market median. Our Chief Financial Officer received a 5% increase and our General Counsel and Secretary received a 6.7% increase. For Mr. Wiesner, the Compensation Committee approved a modest increase for 2023, but upon discussion with Mr. Wiesner, he did not feel it appropriate to accept the increase given the issues surrounding the Peruvian harvest season. As such, our Chief Executive Officer, our former President and Chief Operating Officer, and our President of Central and South America did not receive base salary increases for fiscal 2023.
The Compensation Committee, in setting Mr. Wiesner’s base salary, also takes into account the additional annual cash compensation he receives based on a profit-sharing scheme required under Peruvian labor regulations. Such additional compensation is based on the application of a certain percentage applied to the profits of our Peruvian operations and distributed to Peruvian employees based on their respective compensation and days worked. The amount paid to Mr. Wiesner under such profit-sharing scheme for 2023 was $28,819 and is not included in the base salary table below.
As Mr. Bulow’s annual base salary was set at the time of his appointment in July 2022, the Compensation Committee did not approve any base salary increase for Mr. Bulow for fiscal 2023.
The table below sets forth the annual base salaries of our NEOs, which were effective as of January 8, 2023:
NEO
Base Salary
YOY increase
Fiscal 2022 ($)
Fiscal 2023 ($)
%
Stephen J. Barnard
775,000
775,000
0%
Timothy A. Bulow
475,000
475,000
0%
Bryan E. Giles
450,000
472,500
5%
Juan A. Wiesner
435,000
435,000
0%
Joanne C. Wu
390,000
416,000
6.7%
Annual Cash Incentive Plan
In December 2022, the Compensation Committee approved the 2023 annual cash incentive plan comprising two components – (1) 80% based on achievement of adjusted operating income goals, with performance ranges and payout percentages on substantially similar terms as in fiscal 2022 and 2021; and (2) 20% based on individual performance as assessed at the end of the fiscal year. As further described below, the addition of the 20% allocated to individual performance reduced the maximum payout achievable under our annual cash incentive plan from 200% of target bonus opportunity to 180%.
There were no changes to target bonus opportunities in fiscal 2023. Each NEO’s target bonus opportunity for 2023 was set as follows: Mr. Barnard – 100% of base salary, Mr. Giles – 75% of base salary, Mr. Bulow – 75% of base salary, and Ms. Wu – 75% of base salary. In each case, the percentage of base salary is based on such NEO’s base salary as of the last day of the fiscal year. Mr. Wiesner does not participate in the annual cash incentive plan.
80% Component Tied to Financial Performance
Threshold performance under the portion of the annual cash incentive plan tied to our adjusted operating income performance was set at 70% of target such that any achievement on adjusted operating income goals below that amount would result in a zero payout. Conversely, maximum payouts were capped at 200% corresponding to achievement at 130% or more of the target adjusted operating income goal. The following sets forth the goals, operation of the portion of the annual cash incentive plan that was tied to company performance, and the actual performance achievement and payout percentage for fiscal 2023. Linear interpolation is utilized between the levels of achievement.
Threshold
​Target
Maximum
​Actual
Performance Range
(% of targeted FY 2023 Adjusted Operating Income)
70%
100%
130%
30%
FY 2023 Operating Income Goals (000s)
$27,293
$38,990
$50,687
$11,673
Bonus Pool Payout (% of target)
50%
100%
200%
0%
The operating income goal for 2023 was set by the Compensation Committee in the first quarter of the fiscal year and aligned with internal budgeted adjusted operating income. The Compensation Committee believed that adjusted operating income goals were set at an appropriately rigorous level to account for anticipated growth and recovery from depressed levels experienced in fiscal 2022 while taking into consideration the uncertainties concerning inflationary pressures, supply chain
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issues, and avocado supply that were envisioned at the time the goals were set. The 2023 operating income goals were set at levels significantly above actual operating income results for fiscal 2022 and required a robust level of achievement and improvement year-over-year to meet threshold, target, and maximum levels.
In calculating adjusted operating income, the Compensation Committee made certain adjustments, consistent with plan parameters, as shown in the table below, to eliminate the impact of certain non-recurring items such as stock compensation expense, non-productive farming leases, M&A transaction costs, severance costs, purchase accounting adjustments related to our blueberries segment, and other one-time adjustments in our Marketing and Distribution and International Farming segments regarding asset disposals:
Total Consolidated Operating Income
$6,841
Adjustments
$4,832
Total Adjusted Consolidated Operating Income at Target
$11,673
For 2023, the Company achieved 30% of the target adjusted operating income goal, resulting in a payout percentage of 0%. No discretion or adjustments were made to the payouts to our NEOs under this component of the annual cash incentive plan.
20% Component Tied to Individual Performance
For the component of the annual cash incentive plan tied to individual performance, the CEO recommended the Compensation Committee approve a full payout of 20% of target bonus opportunity based on his assessment of each eligible NEO’s individual contributions. For Mr. Giles, the CEO recognized the following contributions: (i) effectively overseeing the accounting, finance, procurement, and IT functions of the Company; (ii) his expanded support of cross functional teams to drive process improvements across business functions; (iii) improvements in our enterprise resource planning system and finance and accounting procedures; and (iv) support over cost reduction initiatives. For Ms. Wu, the CEO highlighted the following contributions: (i) her role in further developing and elevating the risk management and compliance functions of the Company; (ii) navigating several new SEC rules that required development of new or revised policies and disclosures; (iii) streamlining the Company’s sustainability initiatives and reporting; and (iv) leading the transition and execution of several important executive compensation and employee-related matters. The CEO also recognized both Mr. Giles and Ms. Wu for their leadership on Company-wide strategic and operational initiatives. The Compensation Committee considered the CEO’s recommendations and approved a payout of the 20% of target bonus opportunity based on individual performance for Mr. Giles and Ms. Wu. For the CEO, the Compensation Committee utilized an independent third-party firm to assist with its annual CEO performance evaluation. Based on the Company’s overall performance and the results of the CEO assessment, the Compensation Committee determined that Mr. Barnard should not receive any payout under the 20% tied to individual performance. Therefore, Mr. Barnard did not receive any payout under the 2023 annual cash incentive plan.
2023 Cash Payouts Under Annual Cash Incentive Plan
The following table illustrates target and actual payouts under our 2023 annual cash incentive plan for all eligible NEOs.
NEO
Target payout (100% achievement & 100% of bonus opportunity) ($)
Actual payout ($)
Stephen J. Barnard
775,000
0
Bryan E. Giles
354,375
70,875
Joanne C. Wu
312,000
62,400
Mr. Bulow departed from the Company in September 2023 and was not eligible for any payout under the annual cash incentive plan. Mr. Wiesner does not participate in our annual cash incentive plan. Rather, the Compensation Committee approved a bonus potential of up to 25% of Mr. Wiesner’s base salary, based on the CEO’s assessment at fiscal year-end. In line with the other NEOs, the Compensation Committee approved a payout of 20% of his bonus potential (approximately 5% of his base salary, or $21,750) based on Mr. Wiesner’s individual performance and contributions, including the development of a thorough and comprehensive plan to maximize efficiencies and reduce costs related to the Company’s Peruvian farming operations.
Long-Term Equity Incentive Program
The Company grants long-term incentive equity compensation to reward performance over the longer term and to align the interests of key employees with stockholders. In fiscal 2022, after extensive review and discussion, the Compensation Committee approved a long-term equity incentive program comprised of a mix of three-year performance-based PSUs and time-vesting RSUs in order to encourage long-term performance-based value creation and to facilitate retention.
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For fiscal 2023, the Compensation Committee assigned 60% of the award value to RSUs and 40% to PSUs. The Compensation Committee has transitioned the mix to be more heavily based on PSUs, with 70% RSUs and 30% PSUs for fiscal 2022, 60% PSUs and 40% RSUs for 2023, and moving to 50% PSUs and 50% RSUs for fiscal 2024 and beyond. The 2023 PSUs are earned based on achievement of pre-established cumulative adjusted net income per share goals at threshold, target, and maximum over the three-year performance period commencing November 1, 2022 (first day of 2023 fiscal year) through October 31, 2025. Payout levels range from 50% to 200%, with 50% of PSUs earned for performance at threshold (70% of target), 100% PSUs earned for performance at target, and 200% PSUs earned for performance at maximum (130% of target). No PSUs are earned for performance below threshold levels. RSUs under the long-term equity incentive program vest ratably over three years following the date of grant, subject to continued employment through the vesting dates.
The Compensation Committee determined that cumulative adjusted net income was an appropriate metric because it incentivizes performance over a multi-year period, and adjusted net income is utilized in the Company’s financial modeling and disclosed to stockholders as part of our quarterly and year-end results. In setting the adjusted net income per share goals for fiscal 2023, the Compensation Committee considered the budget for fiscal 2023 and a number of factors, including the Company’s financial forecasts and existing market and competitive conditions. Based on these factors, the Compensation Committee determined that the targets set would be appropriately challenging for the Company to achieve and would result in delivery of meaningful stockholder value if achieved.
Long-Term Equity Incentive Annual Grant Values for Fiscal 2023
In the first quarter of fiscal 2023, the Compensation Committee approved the following equity awards, with an effective grant date of January 6, 2023, the values of which were informed in part by ranges around market median values among our peer group and are designed to increase the amount of at-risk compensation tied to our stock price and financial performance as well as long-term value creation. The Compensation Committee did not increase the equity award value for Mr. Barnard or Mr. Wiesner. Mr. Bulow’s offer letter, dated April 26, 2022, provided for a guaranteed $500,000 long-term equity value for fiscal 2023.
NEO
Fiscal 2022 Total Equity Award Vale
Fiscal 2023 Total Equity Award Value(1)
Fiscal 2023 RSUs Award Value (60% of total)
Fiscal 2023 PSUs Award Value (40% of total)
Stephen J. Barnard
$2,000,000
$2,000,000
$1,200,000
$800,000
Bryan E. Giles
$500,000
$680,000
$408,000
$272,000
Juan A. Wiesner
$500,000
$500,000
$300,000
$200,000
Joanne C. Wu
$350,000
$500,000
$300,000
$200,000
Timothy A. Bulow(2)
N/A
$500,000
$300,000
$200,000
(1)
Reflects the grant values approved by the Compensation Committee. These values are converted to shares based on a trailing 30-day average stock price from the date of grant ($13.82 per share) consistent with our equity award grant practices. The values reported in the Summary Compensation Table and Grants of Plan-Based Awards Table are lower than the values approved by the Compensation Committee, as the amounts in the compensation tables reflect, as required by ASC 718, a closing stock price on the grant date of January 6, 2023 of $11.87 per share.
(2)
Mr. Bulow departed from the Company in September 2023. Per his Separation Agreement and General Release, the Company accelerated the vesting of Mr. Bulow’s unvested and outstanding RSUs that would have become vested on January 6, 2024 (1/3 of Mr. Bulow’s only outstanding RSU grant) had Mr. Bulow’s employment continued through that date, pro-rated for the length of time served from the grant date of January 6, 2023 through the separation date of September 30, 2023. All other RSUs held by Mr. Bulow were forfeited. In addition, pursuant to our standard PSU award agreement, Mr. Bulow will continue to participate in the 2023-2025 PSU program through the end of the performance period, with the vesting of any PSUs thereunder, if earned, pro-rated based on the length of time served during the performance period (i.e., November 1, 2022 through September 30, 2023).
Outstanding Equity Awards at October 31, 2023
Based on cumulative adjusted net income per share at October 31, 2023, the PSUs granted pursuant to our 2022 long-term equity incentive program for the three-year performance period from November 1, 2021 through October 31, 2024, and the PSUs granted pursuant to our 2023 long-term equity incentive program for the three-year performance period from November 1, 2022 through October 31, 2025, would perform at levels below threshold and would therefore result in a zero payout. In addition, all outstanding stock options were underwater as of October 31, 2023. These values demonstrate the direct correlation between the Company’s performance, stock price, and our executive compensation program.
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Adoption of Executive Severance and Change-in-Control Plan and CEO Employment Agreement
On August 7, 2023, after a careful review and consideration of market practices, and in order to continue to attract and retain qualified executives, the Compensation Committee approved an employment agreement with Mr. Barnard and adopted a Severance Plan for eligible executives, including Mr. Giles and Ms. Wu.
The employment agreement with Mr. Barnard (the “Employment Agreement”) memorializes the terms of his continued employment as CEO, and has an initial five-year term, subject to automatic renewal for additional one-year periods, and subject to earlier termination in accordance with the terms of the Employment Agreement.
The payments and benefits to which Mr. Barnard is entitled under the Employment Agreement include: (i) an annual base salary of at least $775,000; (ii) participation in the annual incentive plan, with a target annual bonus opportunity equal to 100% of base salary and a maximum annual bonus opportunity equal to 200% of base salary; (iii) participation in employee benefit plans that are generally available to senior executives; and (iv) eligibility to receive equity or other long-term incentive awards that may be approved by the Compensation Committee.
Pursuant to the Employment Agreement, and the Severance Plan, if the Company terminates the executive’s employment without “cause” or the executive resigns for “good reason” (each, as defined), the executive will be entitled to the following severance benefits (in addition to certain accrued but unpaid amounts):
a lump sum cash payment equal to the applicable multiple of the sum of base salary and target annual bonus for the year of termination – the applicable multiple (i) for Mr. Barnard is 2.0 times and (ii) for other eligible executives is 1.0 time for a qualifying termination that is not during a Change in Control Period (as defined) and 1.5 times for a qualifying termination that is during a Change in Control Period;
the payment of premiums for up to 12-months of COBRA coverage;
for a qualifying termination outside of the Change in Control Period, pro-rata vesting of outstanding equity awards based on days served during the vesting period, and in the case of awards subject to performance-based vesting conditions, earned based on actual performance during the applicable performance period pro-rated for actual days served during the performance period;
for a qualifying termination during the Change in Control Period, full vesting of outstanding equity awards, with the target vesting level for awards subject to performance-based vesting conditions; and
extended stock option exercise period of twelve months following termination, subject to earlier option expiration.
The Severance Plan and Employment Agreement do not provide for any tax gross-up payments, and each provide that the severance benefits are subject to the executive’s execution and non-revocation of a release of claims in favor of the Company and a participation agreement that includes a non-solicitation restrictive covenant for 24-months.
See – Executive Employment and Severance Arrangements; Offer Letters for definitions of applicable terms noted above.
2024 Compensation Design
For fiscal 2024, the Compensation Committee approved the following base salaries for Mr. Barnard, Mr. Giles, and Ms. Wu: $800,000, $487,000, and $450,000, respectively, to reflect additional responsibilities and contributions and/or modest increases in line with cost-of-living increases for employees at-large. Mr. Wiesner did not receive a base salary increase.
For our fiscal 2024, the Compensation Committee approved the following annual cash incentive plan design:
-
For all NEOs, except Mr. Wiesner:
Company Performance Component: For Mr. Barnard, 100% of target bonus opportunity, and for the other NEOs, 80% of target bonus opportunity, will be based on Company performance against pre-determined adjusted EBITDA metrics (instead of adjusted operating income). The Compensation Committee believes this metric more closely ties payouts to financial metrics utilized most by the CEO and stakeholders to assess Company performance.
Threshold performance required for a payout was set at 50% of target and maximum level of performance achievable was set at 150% of target.
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Achievement at threshold performance results in a payout of 0% of target bonus opportunity; achievement at target results in a payout of 100% of target bonus opportunity; and achievement at maximum performance results in a payout of 200% of target bonus opportunity. Amounts are linearly interpolated between performance levels.
Individual Performance Component: The Compensation Committee retained an individual performance component weighted at 20% for Mr. Giles and Ms. Wu.
As a result of these changes, the maximum payout achievable under the annual cash incentive plan for Mr. Barnard will be 200% of target bonus opportunity, and for Mr. Giles and Ms. Wu, 180% of target bonus opportunity. The Compensation Committee believes that the CEO’s compensation should be fully aligned with the financial performance of the Company.
-
Mr. Wiesner does not participate in the annual cash incentive plan. Rather, consistent with prior years, the Compensation Committee approved a bonus potential of 25% of Mr. Wiesner’s base salary, subject to assessment by the CEO at the fiscal year end.
The design for the long-term equity incentive program for fiscal 2024 remains largely the same as prior years, except that the allocation between RSUs and PSUs for the NEOs shifted more heavily in favor of PSUs, with 50% allocated to RSUs, and 50% to PSUs. In addition, the Compensation Committee approved total equity award values that were significantly less than prior years for Mr. Barnard ($1.2 million from $2 million) and Mr. Wiesner ($200,000 from $500,000), while keeping values for Mr. Giles and Ms. Wu the same as prior year ($680,000 for Mr. Giles, and $500,000 for Ms. Wu).
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The essential elements of our 2024 compensation program are as follows:
Compensation Type
Pay Element
2024 Compensation Program Design
Fixed Pay
Cash Compensation
Base Salary
Base salaries were set as follows for our NEOs: Mr. Barnard - $800,000; Mr. Giles - $487,000, Ms. Wu - $450,000, and Mr. Wiesner - $435,000.
At-Risk
Pay
Annual Cash Incentive
For eligible NEOs other than Mr. Barnard, 80% weighted towards performance against adjusted EBITDA goals at threshold, target, and maximum, and payouts set at 0% for threshold achievement, 100% for target achievement, and 200% for maximum achievement, with linear interpolation between achievement levels. 20% weighted towards individual performance. For Mr. Barnard, 100% of his annual cash incentive will be based on achievement of adjusted EBITDA goals as described above.

2024 target bonus opportunities (as a percentage of base salary) were unchanged as follows: Mr. Barnard – 100%, Mr. Giles – 75%, Ms. Wu – 75%.

Mr. Wiesner does not participate in the annual cash incentive plan; rather, the Compensation Committee approved a bonus potential of up to 25% of annual base salary, with actual payouts based on individual performance.
Equity Compensation
Time-Vested RSUs
50% of total long term equity award in the form of RSUs which vest ratably over three years, based on continued service with the Company.

RSU award values were granted as follows: Mr. Barnard – $600,000, Mr. Giles – $340,000, Ms. Wu – $250,000, and Mr. Wiesner – $100,000.
Three-Year Performance-Based Stock Units
50% of total long term equity award in the form of PSUs based on achievement of pre-established three-year cumulative adjusted net income per share over three-year performance period (November 1, 2023- October 31, 2026) at threshold, target, and maximum.

Cliff vesting subject to performance achievement at end of performance period.

PSU award values were granted as follows: Mr. Barnard – $600,000, Mr. Giles – $340,000, Ms. Wu – $250,000, and Mr. Wiesner – $100,000.
Perquisites
We believe that providing certain limited perquisites to our NEOs is necessary and appropriate to provide a competitive, well-rounded compensation package. We pay for health insurance premiums for certain of our senior executives, including our NEOs. We provide Mr. Giles and Ms. Wu, and provided Mr. Bulow, with a monthly car allowance and Mr. Barnard and Mr. Wiesner with the use of a company-owned car. Except for relocation benefits, we do not make gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by the Company. We also provide for limited Company-paid personal use of chartered aircraft for our CEO. The Compensation Committee believes that the safety, security, accessibility, and efficiency from providing this benefit to our CEO outweighs the incremental cost that we incur.
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Executive Stock Ownership Guidelines
Certain of our executive officers, including our NEOs, are subject to robust stock ownership guidelines approved by the Compensation Committee:
Position/Title
Stock Ownership Guideline ($ value)
CEO
5x annual base salary
CFO
3x annual base salary
Other Section 16 Officers / SVPs
1x annual base salary
Executives are expected to achieve the required guidelines within 5 years of the later of the adoption of the guidelines in September 2021, or their appointment to the relevant position. After achievement, executives must continue to hold enough shares to maintain such levels while covered by the guidelines. The following forms of equity count towards the required stock ownership guidelines:
Shares of common stock directly owned by an executive or their immediate family member;
Common stock owned indirectly if the individual has an economic interest in the shares; and
Unvested RSUs which are subject to time-based vesting only.
The value of ownership is measured by reference to the average closing stock price of the Company’s common stock over the prior full year from the date of measurement as of the fiscal year-end. The Compensation Committee assesses compliance annually as of the fiscal year-end date. Failure to meet or show progress toward meeting the guidelines may result in (1) restrictions on sales of stock acquired upon vesting of equity awards until such guidelines are met; and/or (2) reductions in future long term equity incentive awards or other equity grants. The Compensation Committee has the sole discretion to determine the appropriate remedy for failure to comply with the guidelines, taking into consideration all pertinent facts and circumstances.
At the last measurement date of October 31, 2023, all then NEOs exceeded their required level of holdings.
Clawback Policy
The Compensation Committee believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. As such, the Compensation Committee adopted a revised clawback policy applicable to executive officers which provides for the mandatory recoupment of incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with a financial reporting requirement under the federal securities laws. The revised clawback policy satisfies the requirements under newly adopted SEC rules regarding incentive recoupment policies. The following table summarizes the key components of our clawback policy:
Covered Officers
Current and former “executive officers” who receive erroneously awarded compensation
Restatements covered
Restatements” triggering recovery include the correction of not only material errors in previously reported periods (“Big R” restatements), but also immaterial errors in previously reported periods to avoid a material error in a current period that has not previously been reported (“little r” restatements) – no “fault” or misconduct is required
Recoverable compensation
Erroneously awarded compensation subject to recovery includes excess incentive-based compensation that would not have been received based on a restated “financial reporting measure”
Incentive-Based Compensation
Incentive-based compensation is compensation that is granted, earned or vested based, in whole or in part, on the attainment of a financial reporting measure and received by an employee: (i) after the date he or she commences service as an executive officer; (ii) who served as an executive officer during the applicable performance period; and (iii) during the applicable “three year period
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Time period covered
Applies to incentive-based compensation “received” during the three fiscal years prior to date issuer is required to prepare a restatement (the “three-year period”). “Received” generally means the date the financial reporting measure is attained with respect to the incentive-based compensation, even if the payment or grant of the incentive-based compensation occurred after such date
Discretion
Generally none; certain limited impracticability exceptions apply where the direct cost of recovery to third parties, including reasonable legal expenses and consulting fees, would exceed the amount of recovery, the recovery would violate home-country law based on an opinion of counsel or it would jeopardize the qualified status of a tax-qualified retirement plan
Hedging Restrictions
Under our Insider Trading Policy, we prohibit our employees, including our executive officers, and directors, from hedging the risk associated with ownership of shares of our common stock and other securities.
2023 Say on Pay and Stockholder Outreach
Each year, we carefully consider the results of our Say on Pay vote from the preceding year. We also believe in maintaining an ongoing dialogue with our stockholders and seek their feedback on a wide range of issues. The Company regularly engages with our stockholders and carefully considers any feedback received, including with regard to our governance practices and executive compensation program.
In 2023, approximately 90.6% of the votes cast supported our Say on Pay vote. Our management team participated in six investor events in fiscal 2023, including an investor day, and had approximately 70 interactions with our investors during the year. Given this significant level of support and the feedback received from stockholders, we believe our executive compensation policies and decisions discussed in the “Compensation Discussion and Analysis” were appropriate to achieve our objectives.
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Executive Compensation Tables
Summary Compensation Table
The following table provides information concerning the compensation of our NEOs for each of the last three completed fiscal years. Our fiscal year-end is October 31.
Name and Principal
Position
Year
Salary ($)
Bonus
($)(2)
Stock
awards
($)(3)
Non-equity
incentive plan
compensation
($)(4)
All other
compensation
($)(5)
Total ($)
Stephen J. Barnard,
President and Chief
Executive Officer
2023
775,008
1,717,803