Limoneira CO

On January 25, 2022, the Board, upon recommendation of the Compensation Committee, approved the adoption of the 2022 Plan subject to approval by the Company’s stockholders at the 2022 Annual Meeting. The 2022 Plan was approved by the stockholders on March 22, 2022.

We are asking stockholders to consider and vote upon a proposal to amend and restate Section 4(a) of the 2022 Plan to increase the number of shares of the Company’s common stock available for awards by an additional 1,000,000 shares from 500,000 to a total of 1,500,000 shares (the “2022 Plan Amendment”). No other changes are requested. The 2022 Plan is theprimary plan used for equity grants to employees, officers and directors of the Company and its affiliates. Any awards granted under the 2022 Plan remain in effect pursuant to the terms of the 2022 Plan and the respective award agreements thereunder.

As discussed in Executive Compensation, the Compensation Committee and the Board adopted changes to our long-term incentive plan to increase the emphasis on and broaden participation in, the Company’s equity compensation program. Beginning in fiscal year 2024, annual long term-incentive compensation will be a mix of 50% performance-based restricted stock grants and 50% service-based restricted stock grants. Performance-based restricted stock grants will have a longer, three-year performance period, with payouts based on achieving targeted three-year CAGR in revenues over the measurement period.

The Board recommends that you vote for approval of the 2022 Plan Amendment to allow the Company to continue our equity-based, pay-for-performance compensation philosophy. Equity compensation aligns the compensation of our employees, officers and directors with the investment interests of our stockholders and promotes a focus on long-term value creation.

The Company engaged Pearl Meyer to assist the Company in aligning its ongoing compensation program with market best practices, as discussed in Compensation Program and Governance Changes. As part of this engagement, Pearl Meyer reviewed the equity plan share dilution and utilization relative to our compensation peer group. The results of this review indicated that the Company’s current equity plan dilution is well below the 25th percentile of our peer group.

In addition, the 2022 Plan share pool was depleted earlier than anticipated with the introduction of our SSP Bonus Program. An increase in the number of shares available under the 2022 Plan is needed to continue our transition to more equity-focused incentives and expand participation in the 2022 Plan in the future. We note that even with the proposed increase of 1,000,000 shares, the Company’s total equity plan dilution will remain below the 50th percentile of our peer group:

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Based on the 1,518 shares of common stock available for issuance as of January 31, 2024, if this proposal is approved, there would be approximately 1,001,518 shares of common stock available for issuance under the 2022 Plan as of the date of the Annual Meeting.

The material features and provisions of the 2022 Plan are summarized below. The full text of the 2022 Plan is attached as Appendix B to this Proxy Statement. The following description is not complete and is qualified in its entirety by reference to Appendix B.

Summary of the 2022 Omnibus Plan