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ALICO, INC.

For the period ended Sep 30, 2025. Filed Jan 14, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 30, 2025 · Filed Jan 14, 2026

ALCO$37.09-0.3%Stored close · as of Nov 6, 2026
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“Executive Compensation—Employment Agreements with Named Executive Officers”

Employment Agreements with Named Executive Officers

John E. Kiernan

The Company is party to Kiernan Employment Agreement as well as the Kiernan Bonus Agreement.

Employment Agreement

Pursuant to the Kiernan Employment Agreement, Mr. Kiernan would remain President and Chief Executive Officer of the Company, for a term ending on September 30, 2027, subject to extension and termination pursuant to the provisions of the Kiernan Employment Agreement.

Under the Kiernan Employment Agreement, Mr. Kiernan’s annual base salary was to be at an annual rate of not less than $525,000.

Under the Kiernan Employment Agreement, Mr. Kiernan also (i) is eligible for and entitled to short-term and incentive cash bonuses in accordance with the terms and provisions of the Kiernan Bonus Agreement; (ii) may be awarded, under the 2015 Plan, or any successor or other incentive plan adopted by the Company from time to time, restricted stock units in accordance with the terms and provisions of the Kiernan Bonus Agreement; (iii) may be eligible to otherwise participate in the 2015 Plan, or any successor or other incentive plan adopted by the Company from time to time; (iv) is eligible to (A) participate in the employee benefit plans, policies, programs, practices and arrangements that the Company provides to its executives generally from time to time, and (B) receive perquisites on a basis no less favorable than as provided by the Company from time to time to other senior executives of the Company; and (v) may be entitled to certain severance payments.

Under the terms of the Kiernan Employment Agreement, if the Company terminates Mr. Kiernan’s employment without “Cause” or if, following a “Change in Control” of the Company, Mr. Kiernan resigns for “Good Reason” (each as defined in the Kiernan Employment Agreement), then Mr. Kiernan will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims and subject to his compliance with the restrictive covenants set forth in the Kiernan Employment Agreement, an amount equal to 150% of his base salary for the most recently completed fiscal year, paid in equal installments for the 18-month period following the Date of Termination (as defined in the Kiernan Employment Agreement). In addition, during the 18-month period following the Date of Termination, the Company will provide to Mr. Kiernan the same health care benefit coverage being made available to similarly situated active Company employees (at no cost to Mr. Kiernan in excess of the employee premium cost applicable to similarly situation active Company employees).

The Kiernan Employment Agreement also includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a nondisparagement covenant, and 12-month post-termination noncompetition and customer and employee nonsolicitation covenants.

Bonus Agreement

Under the terms of the Kiernan Bonus Agreement Mr. Kiernan was eligible to earn a long term return of capital bonus with respect to the period beginning October 1, 2021, through September 30, 2024 in accordance with the specific performance metrics set forth in the Kiernan Bonus Agreement, which would be payable and earned on January 1, 2025, so long as Mr. Kiernan was continuously employed by the Company or its affiliates through such date.

Under the terms of the Kiernan Bonus Agreement, Mr. Kiernan is also eligible to earn a transaction bonus upon a Change in Control (as defined in the Kiernan Bonus Agreement) that occurs during the period beginning December 23, 2024 and ending September 30, 2027 so long as he remains continuously employed by the Company or its affiliates through the closing of such Change in Control, with the amount of such transaction bonus based on the sale price and market capitalization targets, all as set forth in the Kiernan Bonus Agreement. The amount of the transaction bonus is a percentage of the market capitalization targets associated with the Change of Control transaction, which is determined by multiplying the number of issued and outstanding shares by the sales price per share in the Change of Control transaction. The percentage that is applied to determine the transaction bonus is dependent on the dollar amount of the sales price per share, with the percentage applied being higher if the sales price per share is higher. The following table sets forth the respective percentages:

Sales Price Per SharePercentage Applied
≥$40 and <$450.50%
≥$45 and <$500.75%
≥$50 and <$551.00%
≥$551.25%

In addition, under the terms of the Kiernan Bonus Agreement, for each fiscal year of his employment, beginning with the fiscal year ending September 30, 2025, Mr. Kiernan will be eligible to earn an annual discretionary performance bonus of $100,000, so long as Mr. Kiernan is continuously employed through the last day of the applicable fiscal year. Mr. Kiernan was also eligible to earn a real estate commission bonus for the fiscal year ended September 30, 2025, in accordance with the specific metrics set forth in the Kiernan Bonus Agreement.

Pursuant to the Kiernan Bonus Agreement, on December 23, 2024 Mr. Kiernan was granted a performance-based restricted stock unit award with respect to 38,000 shares which will be eligible to be earned if at any time prior to September 30, 2027, the average 30-day closing per share price of the Company’s Common Stock exceeds the applicable price per share thresholds set forth in below:

Price Per Share ThresholdNumber of PRSUs Earned
$35 per share5,000
$40 per share12,500
$45 per share20,500

The earned performance-based restricted stock units will then be subject to time-based vesting, with the earned performance-based restricted stock units, if any, vesting on September 30, 2027, subject to Mr. Kiernan’s continued service through such date; provided such performance-based restricted stock units will fully vest upon Mr. Kiernan’s termination by the Company without “cause”, due to Mr. Kiernan’s death or “disability” or, following a Change in Control, due to a resignation by Mr. Kiernan for “good reason” (each as defined in the Kiernan Employment Agreement). Dividend equivalent rights were also granted in respect of the performance-based restricted stock units, which are subject to the same vesting, forfeiture and payment provisions applicable to the underlying performance-based restricted stock units.

The $35 price per share threshold was achieved on December 19, 2025. As a result, Mr. Kiernan earned 5,000 performance-based restricted stock units, which remain subject to time-based vesting through September 30, 2027.

On August 16, 2023, the Company entered into the Heine Employment Agreement with Mr. Heine relating to Mr. Heine’s employment as the Company’s Chief Financial Officer for an initial term through September 30, 2025, following which the agreement will automatically renew for successive one-year periods unless either party provides sixty days’ prior written notice of non-renewal. The Heine Employment Agreement provides for an annual base salary of $275,000 (subject to increases from time to time as determined by the Company). Mr. Heine is also eligible for an annual incentive compensation award with an annual target opportunity in an amount equal to 40% of his annual base salary.

The Heine Employment Agreement includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a non-disparagement covenant, and 12-month post-termination noncompetition and customer and employee non-solicitation covenants.

On June 3, 2024, the Company entered into the Heine Letter Agreement with Mr. Heine which amended the Heine Employment Agreement. Pursuant to the Heine Letter Agreement, Mr. Heine is entitled to severance benefits upon termination of his employment with the Company (i) by the Company other than for “Cause”, death or “Disability” or (ii) by Mr. Heine for “Good Reason” on or following a Change in Control (each as defined in the Heine Letter Agreement). Mr. Heine’s severance benefits include, subject to his execution, delivery and non-revocation of a release of claims and subject to his compliance with the restrictive covenants set forth in the Heine Employment

Agreement, an amount equal to his annual base salary, payable in installments over the one-year period following the date of termination, and continued health benefits for up to 12 months. The Heine Letter Agreement does not alter any other provisions of the Heine Employment Agreement.

Mitch Hutchcraft

On May 28, 2024, the Company entered into the Hutchcraft Employment Agreement with Mitch Hutchcraft. Under the Hutchcraft Employment Agreement, Mr. Hutchcraft is employed by the Company as the Company’s Executive Vice President of Real Estate through May 31, 2026, subject to automatic extension for one-year period unless earlier terminated by the Company or Mr. Hutchcraft. The Hutchcraft Employment Agreement provides for an annual base salary of $335,000 (subject to review by the Board at least annually for increase) and an eligibility for an annual cash performance incentive award with an annual target opportunity in an amount equal to 40% of Mr. Hutchcraft’s annual base salary.

The Hutchcraft Employment Agreement includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a non-disparagement covenant, and 12-month post-termination noncompetition and customer and employee non-solicitation covenants.

Pursuant to the Hutchcraft Employment Agreement, Mr. Hutchcraft is entitled to severance benefits upon termination of his employment with the Company (i) by the Company other than for “Cause”, death or “Disability” or (ii) by Mr. Hutchcraft for “Good Reason” on or following a Change in Control (each as defined in the Hutchcraft Employment Agreement). Mr. Hutchcraft’s severance benefits include, subject to his execution, delivery, and non-revocation of a general release of claims and subject to his compliance with the restrictive covenants set forth in the Hutchcraft Employment Agreement, an amount equal to his annual base salary, payable in installments over the one-year period following the date of termination, and continued health benefits for up to 12 months.

On July 18, 2025, the Company entered into the Hutchcraft Letter Agreement with Mr. Hutchcraft which amended the Hutchcraft Employment Agreement. The Hutchcraft Letter Agreement, provides, among other things, for the following: (i) an extension of the term of the Hutchcraft Employment Agreement through September 30, 2030, with automatic one-year extensions thereafter unless either party provides 60 days’ prior written notice of non-extension, (ii) a base salary increase of $25,000 per year from Mr. Hutchcraft’s base salary of $335,000, commencing with fiscal 2026, (iii) Mr. Hutchcraft’s eligibility for an annual discretionary cash bonus up to $40,000 based on the achievement of general corporate objectives of the Company and (iv) Mr. Hutchcraft’s eligibility to earn real estate incentive bonuses based on achievement of certain Company real estate project milestones, payable annually following each fiscal year-end, with at least 75% paid in cash and up to 25% payable in fully vested restricted stock unit awards under the Amended and Restated 2015 Plan.

Pursuant to the Hutchcraft Letter Agreement, Mr. Hutchcraft will be granted the Hutchcraft PSU Award, which will vest upon completion of all necessary permits to entitle the East Corkscrew Grove Villages and all permits for the entire Corkscrew Grove Villages project no later than September 30, 2035 (the date of such completion, the “Completion Date”). The number of shares subject to the Hutchcraft PSU Award will be determined by dividing $1 million by the average trading price of the Company’s common stock for the 10 trading days immediately preceding the Completion Date. If Mr. Hutchcraft’s employment is terminated by the Company prior to the Completion Date by the Company without “Cause,” by Mr. Hutchcraft for “Good Reason” on or following a “Change in Control” or due to Mr. Hutchcraft’s death, then the Hutchcraft PSU Award will remain outstanding and eligible to vest through the five year period following the date of such termination (or, if earlier, through September 30, 2035). If Mr. Hutchcraft’s employment is terminated due to his death, the Company may settle the Hutchcraft PSU Award in cash in its discretion.

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