Limoneira CO
For the period ended Mar 26, 2024. Filed Feb 12, 2024.
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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.
Mar 26, 2024 · Filed Feb 12, 2024
Contents
Key Compensation Program Developments for Fiscal Year 2024
As noted above, the Compensation Committee and Pearl Meyer reviewed the Company’s compensation philosophy and short-term cash and long-term equity incentive programs and compared each to the Company’s compensation peer group as set forth below. Based on these reviews during fiscal year 2023, the Compensation Committee and the Board approved changes to the Company’s compensation program and incentive plans for fiscal year 2024 to continue to align the Company’s practices more closely with market best practices.
Compensation Peer Group
| •Alico, Inc. •Benson Hill, Inc. •Bridgford Foods Corporation | | •Cadiz, Inc. •Calavo Growers, Inc. •Farmer Bros. Co. | | •Five PointsHoldings, LLC •Lifeway Foods, Inc. •Maui Land & Pineapple Company, Inc. | | •Mission Produce, Inc. •Tejon Ranch Co. •The Duckhorn Portfolio, Inc. | | •The St. Joe Company •Village Farms International, Inc. •Vital Farms, Inc. |
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Changes for fiscal year 2024 include:
| •Base Pay | | Base salaries will be adjusted for the NEOs (and certain other employees) to keep pace with market increases and the Company’s overall growth. For fiscal year 2024, there are no salary increases for our NEOs. |
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| •Short-Term CashIncentive Compensation | | |
| | During fiscal year 2024, we adjusted target cash incentive compensation as a percentage of base salary for the NEOs (and certain other employees) to align more closely with market levels. We revised cash incentive compensation to include an individual, strategic performance component, such that 70% of the cash incentive compensation payment is based on the Company’s Adjusted EBITDA performance relative to goals, and 30% is based on achievement of the individual, strategic performance objective. The threshold and maximum cash incentive compensation potential is structured as 75% and 125% of target, respectively, for the NEOs and all applicable employees. | |
| •Long-Term EquityIncentive Compensation | | |
| | The Compensation Committee and the Board adopted a prospective (upfront) values-based approach to making equity grants, which includes total grant values aligned with market levels and equity grants being made at the beginning of the fiscal year. 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 compound annual growth rates (CAGR) in revenues over the measurement period. The changes in long-term incentive compensation increase the emphasis on and broaden participation in the Company’s equity compensation program. Therefore, the Company is seeking stockholder approval for an increase in the number of shares of common stock available under the 2022 Plan. See Proposal 6 for further details. |
| Limoneira Company | 35 | 2024 Proxy Statement |
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Oversight of Executive Compensation
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