AVO Mission Produce Inc

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 25, 2025

Dear fellow stockholders:

I would like to cordially invite you to attend the 2025 Annual Meeting of Stockholders of Mission Produce, Inc. to be held virtually via live webcast on April 10, 2025, 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/AVO2025.

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 two Class II 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, 2025; 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

Chief Executive Officer

February 25, 2025

Date and Time: The 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Mission Produce, Inc. will be held on Thursday, April 10, 2025, at 1:30 p.m. Pacific Time.

Location and Attendance: Our 2025 Annual Meeting will be held solely by remote communication via an online platform. You will be able to attend the 2025 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2025 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 11, 2025. Stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2025 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 25, 2025 to all stockholders of record entitled to vote at the 2025 Annual Meeting.

Items of Business: At the 2025 Annual Meeting, you will be asked to:

Voting: Regardless of whether you plan to attend the 2025 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 25, 2025

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 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”) to be held on Thursday, April 10, 2025, at 1:30 p.m. Pacific Time, or at any adjournment or postponement thereof. At the 2025 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement. The 2025 Annual Meeting will be held virtually on the Internet. You will be able to attend the 2025 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2025. Only common stockholders of record at the close of business on February 11, 2025, which is the record date for the 2025 Annual Meeting, are permitted to vote at the 2025 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 25, 2025, to all stockholders of record entitled to vote at the 2025 Annual Meeting.

Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting to be held on April 10, 2025. This Proxy Statement and 2024 Annual Report and form proxy card are available at www.proxyvote.com. You are encouraged to read these materials before you vote.

The Company delivered an exceptional year of performance, achieving $1.23 billion in revenue and generating $107.8 million in adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) (see Exhibit A for Adjusted EBITDA reconciliation). Throughout the year, the Company was able to leverage its differentiated global sourcing network to capitalize on market conditions. We delivered reliable and consistent product to our customers during periods of disruption to key industry supply sources while at the same time maximizing margin performance.

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. As such, 38% of our directors were appointed 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 our executive compensation program should be designed to motivate and reward the executive team to successfully execute our long-term strategy and to drive stockholder value. 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 2024, our executive compensation program consisted of four components:

For 2024, the Compensation Committee increased the base salary for our Chief Executive Officer (“CEO”), Stephen J. Barnard, and Chief Financial Officer, Bryan E. Giles, by 3% and for our General Counsel and Secretary, Joanne C. Wu, by 8.2%, with individual determinations based on factors such as market competitiveness and individual performance. Our President of Central and South America did not receive a base salary increase for fiscal 2024. John M. Pawlowski joined the Company in April 2024 as our President and Chief Operating Officer. At that time, the Compensation Committee set Mr. Pawlowski’s annual base salary at $600,000 after consideration of the compelling compensation package needed to attract Mr. Pawlowski, a review of market data provided by Pearl Meyer, and negotiations with Mr. Pawlowski.

For fiscal 2024, target bonus opportunity under the annual cash incentive plan ranged from 100% of base salary for Mr. Barnard to 75% of base salary for Mr. Giles and Ms. Wu. For Mr. Barnard, our 2024 annual cash incentive plan was 100% tied to Company achievement of Adjusted EBITDA performance metrics. For Mr. Giles and Ms. Wu, the 2024 annual cash incentive plan comprised two components: 80% of target bonus opportunity was based on achievement of Adjusted EBITDA metrics and 20% was based on individual performance assessed at fiscal year-end.

As discussed above, the Company achieved strong financial performance in 2024, resulting in achievement at 136% and an earnout of 172% of target under the annual cash incentive plan component tied to Company performance. Mr. Barnard’s payout was entirely based on Company performance; thus, he received a payout of 172% of his target bonus opportunity. For the 20% of the annual cash incentive based on individual performance, Mr. Giles and Ms. Wu received a payout at 20%, resulting in an overall payout of 158% of target bonus opportunity for Mr. Giles and Ms. Wu. Coming off of two consecutive years of depressed financial performance and correspondingly low or zero annual incentive payouts, the Compensation Committee believes the payouts for 2024 appropriately rewarded the management team for the Company’s stellar performance and successful execution of the Company’s long-term strategic plan. We believe this demonstrates a steadfast commitment to our pay-for-performance philosophy.

Our President of Central and South America, Juan A. 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. Based on Mr. Barnard’s assessment of Mr. Wiesner’s performance and contributions for the fiscal year, the Compensation Committee approved a payout of 100% of bonus potential for Mr. Wiesner, or 25% of his base salary.

Mr. Pawlowski joined the Company on April 1, 2024 and did not participate in our annual cash incentive plan for 2024. Rather, Mr. Pawlowski received a guaranteed cash bonus equal to 100% of his annual base salary, pro-rated based on the number of months between his start date and October 31, 2024, per the terms of his offer letter. Mr. Pawlowski will participate in our annual cash incentive plan beginning with fiscal 2025 (with a target bonus potential equal to 100% of his base salary).

The following table sets forth the amounts paid under our 2024 annual cash incentive plan or other annual cash bonus arrangements:

For fiscal 2024, we continued with our long-term equity incentive program that was initially adopted commencing with our 2022 fiscal year. Our 2024 equity grants were split 50/50 between RSUs and PSUs, which reflected a heavier weighting towards performance-based equity incentives versus the prior year (2023 grants were weighted 60% towards RSUs and 40% towards PSUs). The Compensation Committee believes PSUs create a direct tie between compensation and Company financial performance and foster long-term stockholder value creation, while the RSUs provide important retention value and a tie to our stock price performance. The 2024-2026 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, 2023, the first day of our fiscal 2024 year, to October 31, 2026, the last day of our fiscal 2026 year. Our RSUs vest ratably over a three-year period subject to continued service through the vesting date.

Our 2024 long-term equity awards were granted in January 2024 with the following values, which were informed in part by our peer group and compensation survey data. Notably, the equity award values for Mr. Barnard and Mr. Wiesner were significantly decreased versus fiscal 2023 values and remained flat for Mr. Giles and Ms. Wu. These awards were determined following review of our fiscal 2023 performance and reflect our pay-for-performance philosophy. Mr. Pawlowski’s equity awards were determined per the terms of his offer letter upon his hire in April 2024.

This fiscal year marked the end of the performance period for our inaugural 2022 PSU program which commenced on November 1, 2021 and ended on October 31, 2024. The Company did not achieve the threshold level of performance on cumulative adjusted net income per share for the three-year performance period. As such, no PSUs were earned for the 2022-2024 performance period. Thus, 30% of the equity award value granted to our named executive officers (“NEOs”) for the 2022 long-term incentive plan ($600,000 for Mr. Barnard, $150,000 for Mr. Giles, $105,000 for Ms. Wu, and $150,000 for Mr. Wiesner) was never realized. The Compensation Committee believes this demonstrates its steadfast commitment to paying for performance.

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

Our approach to sustainability focuses primarily on the following: (1) understanding the market context on sustainability for our industry and business; (2) collecting and analyzing data required to measure the impact related to Mission’s energy, emissions, waste, and water use; (3) developing a vision to help identify and define key areas of focus; (4) determining a roadmap and framework for future action steps to build upon existing progress; and (5) identifying and creating the basis for annual sustainability reporting to ensure transparency, communication, and compliance.

Our sustainability commitment has focused on identifying the sustainability issues and risks that are relevant to our business and developing a comprehensive governance structure and long-term strategy to address these key risks.

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 substantive sustainability matters, including initiatives, strategy and voluntary external reporting, if any. 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 and legally mandated reporting on sustainability topics. Lastly, our Compensation Committee oversees our executive compensation, compensation-related risks, 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 team members who work 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 regularly evaluated to ensure relevance, prioritization, and risk mitigation.

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 2024, our key successes included the following:

For the past four 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, governance structure, operating procedures, projects and initiatives, and use of resources.

In our annual Sustainability Report, we also report on 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 currently consists of eight 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.

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 Luis A. Gonzalez and Bruce C. Taylor for re-election to the Board of Directors for three-year terms expiring at the 2028 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. 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.

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, 75% of our Board of Directors is independent. 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 and Gonzalez are not considered independent for the following reasons:

The Board of Directors also previously determined that Stephen W. Bershad, who served as a director and Chairman of the Board for a portion of our fiscal 2024 year but did not stand for election at our 2024 annual meeting of stockholders, was not independent given the Company’s purchases of avocados from companies owned by Mr. Bershad. The amounts paid for such purchases exceeded the categorical standards for director independence under Nasdaq rules. Such purchases were at market prices similar to purchases from other California growers.

For a more detailed description of the transactions between the Company and the entities affiliated with Mr. Barnard, Mr. Gonzalez, and Mr. Bershad, please see the “Related Party Transactions” section of this proxy statement.

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. 38% of our directors were appointed within the last 5 years.

Set forth below is biographical information for each of our Class II 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. 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 two nominees for election as Class II 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.

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. Gonazlez is no longer affiliated with the management or board of either of these companies. 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.

The biographical information for our six directors whose terms will continue after the 2025 Annual Meeting and will expire at the 2026 annual meeting (Class III) or the 2027 annual meeting (Class I) is below.

Stephen A. Beebe has served on our Board of Directors since 1995 and has served as Chairman of our Board of Directors since our 2024 annual meeting of stockholders. Previously, he also served as the Company’s Chairman of the 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 private company 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, a private dairy processor and distributor, 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, a private food processing company, 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.

Stephen J. Barnard founded the Company in 1983 and has served as our Chief Executive Officer since 1988. Mr. Barnard also served as the Company’s President from 1988 until July 2022 and from December 2023 through April 1, 2024 when Mr. Pawlowski was appointed as President and Chief Operating Officer. Mr. Barnard serves as a member of the Board of Directors, a role he has held since the Company was founded. Mr. Barnard currently serves as an at-large director for the International Fresh Produce Association and as a director for the Cal Poly Foundation. 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.

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 June 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 Albany International (NYSE: AIN), a textiles and materials processing company, since February 2024 and serves on the Audit Committee. She has also served as a director 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 June 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 has also served as a member of the Board of Directors of Pecan Grove Farms & Nursery, a private provider of pecan products, since June 2019 and DAFgiving360 (formerly the Schwab Charitable Fund) since March 2018. 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. Beebe serves as the independent Chairman of the Board of Directors, a role he has held since our 2024 annual meeting of stockholders. Our Board of Directors believes that this leadership structure provides the appropriate balance of authority and achieves the optimal governance model at this time. 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. 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. Prior to the 2024 annual meeting of stockholders, Mr. Bershad, a former non-independent director, served as the Chairman of the Board of Directors and Mr. Beebe served as our lead independent director. Since the 2024 annual meeting of stockholders, and given Mr. Beebe’s status as an independent Chairman of the Board of Directors, the Board of Directors does not believe it is necessary to appoint a lead independent director at this time.

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, we have a robust Enterprise Risk Management, or ERM, framework that is a central component of the way we manage our enterprise risks. 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.

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 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 an annual report on the ERM framework and key enterprise-level risks. In addition, these annual updates are provided to the full Board of Directors 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, legally mandated sustainability reporting, cybersecurity risk and strategy, 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, succession planning for our directors and executive officers, and substantive sustainability matters. 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 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 five meetings in fiscal year 2024, 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 2024 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 of our Chief Executive Officer. 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 four times during fiscal year 2024.

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 as its independent third-party compensation consultant in 2024 to advise on a variety of subjects, including peer group composition and benchmarking, incentive plan and equity plan design, overall compensation plan design and trends, pay-for-performance analytics, and other compensation topics. During fiscal year 2024, 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 2024 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.

The current members of our Compensation Committee are Ms. Segre (Chair), Mr. Sarsam, and Mr. Taylor. Mr. Sarsam and Mr. Taylor were appointed to the Compensation Committee in March 2024. Prior to their appointment, Mr. Pack and Mr. Beebe served on the Compensation Committee. 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 four times during fiscal year 2024.

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 certain sustainability 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), Mr. Pack, and Mr. Taylor. Mr. Pack was appointed to the Nominating and Corporate Governance Committee in March 2024. Prior to his appointment, Ms. Lind served on the Nominating and Corporate Governance Committee. 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 four times during fiscal year 2024.

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 current Non-Employee Director Compensation Policy, adopted on September 6, 2023, 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 and 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.

Mr. Pack participated in the Deferred Compensation Plan during 2024.

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 and is progressing towards meeting the required level of holdings within the required timeframe.

The following table sets forth information for the fiscal year ended October 31, 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board of Directors during fiscal year 2024. 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:

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 2024 were:

The Company delivered an exceptional year of performance, achieving $1.23 billion in revenue and generating $107.8 million in Adjusted EBITDA (see Exhibit A for Adjusted EBITDA reconciliation). Throughout the year, the Company was able to leverage its differentiated global sourcing network to capitalize on market conditions. We delivered reliable and consistent product to our customers during periods of disruption to key industry supply sources while at the same time maximizing margin performance.

Our Marketing & Distribution segment performance was the highlight of the fiscal year, delivering solid margins above the Company’s expectations for a sustained period of time throughout the fiscal year. Our International Farming segment faced a more challenging set of circumstances related to the El Niño weather cycle and its associated impact on our owned volume. Our Blueberries segment experienced significant gross margin improvement that was driven by elevated sales pricing throughout the year. The blueberry business continues to complement the Company’s existing offerings and aligns with the strategy of delivering high-quality, differentiated products across multiple growing regions.

The following pay mix charts show fiscal 2024 compensation at target performance achievement for our annual cash incentive plan and equity award grant values for our long-term equity incentive plan. The Compensation Committee is committed to ensuring a substantial majority of NEO compensation is based on Company performance and aligned with stockholders. The 2024 compensation program pay mix design included an annual cash incentive award based 100% on the achievement of a Company financial performance metric for our CEO and 80% for other participating NEOs and a performance-based long-term equity incentive as meaningful components. The Compensation Committee believes that an 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. As noted below, 50% of our CEO’s pay mix, and 43%, on average, of our other NEOs, excluding Mr. Wiesner, is allocated towards performance-based compensation in the form of our annual cash incentive plan and our PSUs.

 

The following summarizes the key elements of total direct compensation for fiscal 2024 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 2023 and the standard annual merit increases provided to employees, the Compensation Committee increased the base salary for our Chief Executive Officer and Chief Financial Officer by 3% and for our General Counsel and Secretary by 8.2%, with individual determinations based on factors such as market competitiveness and individual performance. Our President of Central and South America did not receive base salary increase for fiscal 2024.

Mr. Pawlowski joined the Company in April 2024, at which time his annual base salary was set at $600,000 after consideration of the compelling compensation package needed to attract Mr. Pawlowski, review of market data provided by Pearl Meyer, and negotiations with Mr. Pawlowski.

Annual Cash Incentive Plan awards are designed to reward the achievement of objective financial goals tied to our budget and individual contributions that support business results and the execution of the Company’s strategy. For fiscal 2024, 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. Mr. Wiesner does not participate in our annual cash incentive plan, and Mr. Pawlowski, who joined the Company in April 2024, did not participate in our annual cash incentive plan for 2024.

For our fiscal 2024, the Compensation Committee approved the following annual cash incentive plan design:

Stephen J. Barnard, CEO. The Compensation Committee believes that the CEO’s compensation should be as fully aligned with the financial performance of the Company as possible. Therefore, the Compensation Committee designed Mr. Barnard’s annual incentive to be based 100% on Company performance.

Bryan E. Giles, Chief Financial Officer and Joanne C. Wu, General Counsel and Secretary. For Mr. Giles and Ms. Wu, the Compensation Committee determined to retain the 20% of the total target bonus opportunity tied to individual performance, while maintaining its focus on tying an overwhelming portion of bonus opportunity to Company performance (based on Adjusted EBITDA metrics).

Juan A. Wiesner, President of Central and South America. Mr. Wiesner does not participate in the annual cash incentive plan. Rather, consistent with prior years, the Compensation Committee approved a bonus potential of 25% of Mr. Wiesner’s base salary, subject to assessment by the CEO at the fiscal year end. Based on Mr. Barnard’s assessment of Mr. Wiesner’s contributions for fiscal 2024, the Compensation Committee approved a payout of 100% of bonus potential for Mr. Wiesner, representing 25% of his base salary. 

John M. Pawlowski, President and Chief Operating Officer. Mr. Pawlowski joined the Company in April 2024 and did not participate in our annual cash incentive plan for 2024. Rather, Mr. Pawlowski received a guaranteed cash bonus equal to 100% of his annual base salary, pro-rated based on the number of months between his start date and October 31, 2024, per the terms of his offer letter. Mr. Pawlowski will participate in our annual cash incentive plan beginning with fiscal 2025 with a target bonus opportunity equal to 100% of his base salary.

Coming off of two years of depressed financial performance and correspondingly low or zero annual incentive payouts, the Compensation Committee believes the payouts for 2024 appropriately rewarded the management team for the Company’s significantly improved performance and management’s successful execution of the Company’s long-term strategic plan this fiscal year. As such, the Compensation Committee believes its compensation programs, and specifically the annual incentive payouts over the last three years, demonstrate the Company’s commitment to paying for performance.

The design for the long-term equity incentive program for fiscal 2024 remained 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 PSUs, and 50% to RSUs (versus 40% PSUs and 60% RSUs in fiscal year 2023, and 30% PSUs and 70% RSUs in fiscal 2022).

For fiscal 2024, after review of fiscal 2023 performance, 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 consistent with the prior year ($680,000 for Mr. Giles, and $500,000 for Ms. Wu). Upon his hire, Mr. Pawlowski received an equity award grant of $1,000,000 split 50/50 between RSUs and PSUs reflecting market competitiveness factors and his negotiated hire package.

The 2024-2026 PSUs, like prior 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, 2023 – October 31, 2026, as illustrated in the following table. The number of shares that may be earned ranges from 50% of target PSUs granted for achievement at threshold (70% of the target performance goal), 100% for achievement at target, and 200% for achievement at maximum (130% of the target performance goal); no amounts are earned for performance below the threshold level. Amounts between achievement levels of threshold, target, and maximum are linearly interpolated.

Fiscal 2022 was the first year the Compensation Committee approved a performance-based long-term equity incentive program. Our 2022-2024 PSUs are earned, if at all, based on cumulative adjusted net income goals over a three-year performance period (November 1, 2021- October 31, 2024). The Company did not achieve the threshold level of performance for the 2022-2024 performance period. As such, no PSUs were earned for the 2022-2024 performance period. Our 2022-2024 PSUs represented 30% of the equity award value granted under the 2022 long-term equity incentive plan. Such value was never realized by the NEOs. The Compensation Committee believes this demonstrates its steadfast commitment to paying for performance.

RSUs under the long-term equity incentive program vest ratably over three years, subject to continued service through the vesting date.

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. Since then, the Compensation Committee has reviewed the compensation philosophy and objectives each year and has affirmed that the existing compensation philosophy continues 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 2024 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 June 2023, the Compensation Committee conducted its review of the peer group to aid in its review of compensation determinations for fiscal 2024. After review, and based in part on recommendations from Pearl Meyer, the Compensation Committee determined to make several modifications to its 2024 peer group. The Compensation Committee added Vita Coco Company, Vital Farms, Inc., and Westrock Coffee Company, Inc., and removed BellRing Brands, Inc., Lancaster Colony Corporation, Lifecore Biomedical, Inc. (formerly Landec Corporation), Tootsie Roll Industries, Inc., and Dole plc. The Compensation Committee made these changes to ensure good business and customer comparability, as well as comparable financial positioning within the Company’s peer group. In addition, changes were made to eliminate companies where the market capitalization was too large or the comparable business was sold.

The following table illustrates market capitalization and revenue statistics for the fiscal 2024 peer group and the Company’s relative position across these metrics as of June 2023.

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 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.

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. The Compensation Committee also evaluates and approves the compensation packages of any newly appointed NEOs during the fiscal year, including for 2024, our President and Chief Operating Officer.

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 2024 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, 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 2024, our Compensation Committee approved limited increases to base salaries after reviewing market data and benchmarking provided by Pearl Meyer, and in consideration of the overall performance of the Company for

fiscal 2023 and the standard annual merit increases provided to employees. Our Chief Executive Officer and Chief Financial Officer received a modest 3% increase and our General Counsel and Secretary received an 8.2% increase. Our President of Central and South America, Mr. Wiesner, did not receive any base salary increase.

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 2024 was $8,646 and is not included in the base salary table below.

Mr. Pawlowski’s annual base salary was set at the time of his appointment in April 2024, based upon the compelling compensation package needed to attract Mr. Pawlowski, negotiations with Mr. Pawlowski, and review of market data provided by Pearl Meyer.

The table below sets forth the annual base salaries of our NEOs, which were effective for Mr. Giles and Ms. Wu as of December 24, 2023 and for Mr. Barnard, as of January 7, 2024: