Independent
Tenure on this board
4.6 yrs
Also a director at
Mks Inc (MKSI)Inogen Inc (INGN)
2 nominees · 4 ballot items.
Elect two Class III directors; vote to approve, on an advisory basis, executive compensation (“Say-on-Pay”); ratify Deloitte & Touche LLP as the independent registered public accounting firm; and transact any other business properly presented.
To elect two (2) Class III directors — Elizabeth Mora and Peter J. Nolan — each to serve for a three-year term (until the 2029 Annual Meeting).
Advisory, non-binding vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management frames the request as a routine Say-on-Pay vote designed to solicit stockholder feedback and validate that the Compensation Committee’s policies — including a mix of base salary, annual cash incentives tied primarily to adjusted EBITDA and individual performance, and long-term equity awards (50% performance-based, 50% time-based) — appropriately align executive incentives with stockholder interests. The Board emphasizes its stockholder engagement program and the use of an independent compensation consultant (Pearl Meyer) to benchmark pay and design pay-for-performance features, noting changes to compensation design in response to business model shifts (for example, metrics and award agreements updated for FY2026). Management requests the advisory approval to confirm support for the program, maintain alignment with market practices, and preserve flexibility in pay design while acknowledging the vote is non-binding. The Board recommends a FOR vote because it believes the program motivates and retains executives critical to delivering the Company’s strategic objectives, aligns pay with performance metrics such as adjusted EBITDA and revenue/CAGR measures, and incorporates governance safeguards (clawback policy, ownership guidelines, double-trigger change-in-control protections). The recommendation also signals that the Board will consider the outcome of the advisory vote in future compensation decisions and use the feedback to inform potential adjustments. While the proposal does not change pay directly, a negative vote would prompt heightened engagement and potential program revisions; conversely a positive vote affirms current compensation philosophies and recent program updates tied to the Company’s transition toward an asset-light model and other strategic initiatives. Overall, the proposal is a governance mechanism for shareholders to endorse or critique compensation structure and its alignment with company performance, with management urging approval due to perceived alignment with long-term stockholder value.
To ratify the appointment of Deloitte & Touche LLP as Limoneira Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Global Alpha Capital Management Ltd. | 16.2% | 2,926,713 | $37M |
| 2 | VANGUARD GROUP INC | 4.7% | 858,706 | $11M |
| 3 | BlackRock, Inc. | 3.4% | 618,809 | $8M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 484,755 | $6M |
| 5 | BlackRock, Inc. | 2.3% | 422,504 | $5M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 347,009 | $4M |
| 7 | STATE STREET CORP | 1.8% | 327,990 | $4M |
| 8 | GAMCO INVESTORS, INC. ET AL | 1.5% | 272,200 | $3M |
| 9 | Riverwater Partners LLC | 1.4% | 261,428 | $3M |
| 10 | FIRST WILSHIRE SECURITIES MANAGEMENT INC | 1.4% | 260,187 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.