Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Robert M. Sawyer as Director
On October 21, 2022, Robert M. Sawyer notified the Chairperson of the Board of
Directors (the "Board") of Limoneira Company (the "Company") of his decision to
resign, effective November 1, 2022, from his position as a member of the Board,
creating a vacancy on the Board. Mr. Sawyer was a Class III director of the
Company. Mr. Sawyer's resignation did not result from any disagreements with the
Company, management, the Board, or any committee of the Board.
Appointment of Barbara Carbone as Director
On October 26, 2022, the Board appointed Barbara Carbone to serve as a Class II
director, effective November 1, 2022, filling the vacancy caused by Mr. Sawyer's
resignation. Ms. Carbone will also serve as a member of the Board's Audit and
Finance Committee and Risk Management Committee. Ms. Carbone will serve as a
director until the Annual Meeting of Stockholders to be held in 2025.
Ms. Carbone currently serves on the KPMG Retired Partners Council. From 1981
through September 2019, she served in several accounting and auditing-related
roles at KPMG LLP, a multinational accounting and advisory firm. Prior to her
retirement she served on the KPMG Partnership Audit Committee for six years
including three years as the chairperson. Ms. Carbone serves as a member of the
board of directors and chairperson of the audit committee of TrueCar, Inc. She
serves as a member of the board of directors, a member of the audit committee
and chair of the compensation committee of DZS Inc. Ms. Carbone is also a member
of the board of directors of Side by Side, a community-based, non-profit
organization serving at-risk youth and their families, and the Exploratorium, a
museum of science, technology and arts in San Francisco. From September 1998
through December 2019, she served as a member of the board of directors, and
chair of the audit committee, of the Women's Business Enterprise National
Council, the largest certifier of women-owned businesses in the United States
and a leading advocate for women business owners and entrepreneurs. Ms. Carbone
has a B.S. in Business Administration (Accountancy) from California State
University at Sacramento. Ms. Carbone's broad range of experience, particularly
with respect to finance, accounting and auditing, will provide the Board with
fresh perspective and expertise.
There are no arrangements or understandings between Ms. Carbone and any other
person pursuant to which she is elected as a director, and as of the date
hereof, there are no transactions or proposed transactions between Ms. Carbone
and the Company that require disclosure pursuant to Item 404(a) of Regulation
S-K (17 CFR 229.404(a)). As a non-management director, Ms. Carbone will receive
the same consideration paid by the Company to other non-management directors, as
previously disclosed in the Company's definitive proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on February 15, 2022.
A copy of the Company's press release regarding the resignation of Mr. Sawyer
from and the appointment of Ms. Carbone to the Board is attached hereto as
Exhibit 99.1.
Retention Bonus Agreements
On October 26, 2022, the Company entered into a (a) Retention Bonus Agreement
with Harold Edwards, Chief Executive Officer of the Company, and (b) Retention
Bonus Agreement with Mark Palamountain, Chief Financial Officer of the Company
(collectively, the "Retention Bonus Agreements"). Pursuant to the Retention
Bonus Agreements, Messrs. Edwards and Palamountain will be eligible to receive
cash and restricted shares ("Restricted Shares") awards totaling five percent
(5%) and three percent (3%), respectively, of gains on asset sales or
development earnings (the "Strategic Bonuses") received from the sale of certain
land or water assets of the Company or real estate development after the date of
the Retention Bonus Agreement through December 31, 2027. The Retention Bonus
Agreements are intended to align executive compensation with the Company's
strategic plan and roadmap to sell certain land and water assets over the next
five years.
The Strategic Bonuses payable to Messrs. Edwards and Palamountain are capped at
$3.0 million and $2.1 million annually, and $7.5 million and $4.5 million in
total, respectively. The Strategic Bonuses will be paid (i) fifty percent (50%)
in cash, and (ii) fifty percent (50%) in Restricted Shares, pursuant to the
terms and conditions of the Company's 2022 Omnibus Incentive Plan and subject to
the executive executing a Restricted Share Award Agreement. The Restricted
Shares will be one hundred percent (100%) vested on the one-year anniversary of
the payment date. The cash will be paid in one installment at the end of the
quarter in which the closing of the special project occurred. The Strategic
Bonuses are subject to (a) the approval, in its sole discretion, of the
Compensation Committee of the Board, and (b) the continued employment of Messrs.
Edwards and Palamountain through the Retention Date specified in the Retention
Bonus Agreements. The Strategic Bonus amounts are further subject to the
Company's Recoupment of Incentive Compensation Policy.
The foregoing descriptions of the Retention Bonus Agreements are not complete
and are qualified in their entirety by reference to the full text of such
agreements, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2
and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
10.1 Retention Bonus Agreement, dated October 26, 2022, between
Limoneira Company and Harold Edwards
10.2 Retention Bonus Agreement, dated October 26, 2022, between
Limoneira Company and Mark Palamountain
99.1 Limoneira Company Press Release dated October 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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