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  ☐

Payment of Filing Fee (Check the appropriate box):

 

MISSION PRODUCE, INC.

2710 Camino Del Sol

Oxnard, California 93030

 

February 22, 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,

 

Stephen J. Barnard

President and Chief Executive Officer

February 22, 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 22, 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:

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,

 

Joanne C. Wu

General Counsel and Secretary

Oxnard, California

February 22, 2024

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 22, 2024, to all stockholders of record entitled to vote at the 2024 Annual Meeting.

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.

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:

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.

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:

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.

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

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 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.

 

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.

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.

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.

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:

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.

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:

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:

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.

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”).

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 50^th percentile of market. The base salary for each of our NEOs was below the 50^th 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.

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.

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.

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.

In addition to the foregoing, we maintain the following executive compensation best practices:

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:

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.

The following table provides an overview of the current composition of our Board of Directors.

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.

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:

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:

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.

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.

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 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 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 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.

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 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 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 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 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.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

Our Compensation Committee oversees matters pertaining to the compensation of the Company’s executive officers and directors. Among other matters, the Compensation Committee:

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.

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:

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:

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

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.

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.

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.

Our Non-Employee Director Compensation Policy consists of the following components:

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 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).

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.

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:

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.

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.”

The Company’s executive officers as of the record date are:

Timothy A. Bulow served as our President and Chief Operating Officer from July 12, 2022 to September 30, 2023.

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:

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:

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.

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.

 

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.

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.

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%.

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 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.

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.

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.

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.

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:

 

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:

The Compensation Committee evaluates the following components when making determinations regarding executive officer compensation:

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:

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.

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.

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.

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.

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

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:

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.

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.

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

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:

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.

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.

The following table illustrates target and actual payouts under our 2023 annual cash incentive plan for all eligible NEOs.

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.

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.

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.

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.

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.

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):

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.

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:

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).

The essential elements of our 2024 compensation program are as follows:

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.

Certain of our executive officers, including our NEOs, are subject to robust stock ownership guidelines approved by the Compensation Committee:

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:

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.

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:

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.

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.

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.

The following table sets forth information concerning each grant of an award made to an NEO in fiscal 2023 under any compensatory plan.

The following table sets forth certain information concerning outstanding equity awards held by the NEOs at October 31, 2023.