Benjamin Fishman
About Benjamin D. Fishman
Benjamin D. Fishman (age 48) is an independent director of Alico, Inc. (ALCO) who has served on the Board since November 2013, previously acting as non‑employee Executive Chairman (Jul 2019–Feb 2022) and Interim President (Nov 2018–Jul 2019). He brings a long investor/operator background in food and agriculture, including as a former Managing Director at Continental Grain Company; he holds a B.A. in political theory from Princeton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alico, Inc. | Director (Independent) | Nov 2013–present | Previously served as the Board’s financial expert |
| Alico, Inc. | Non‑employee Executive Chairman | Jul 2019–Feb 2022 | Board leadership during transition period |
| Alico, Inc. | Interim President | Nov 2018–Jul 2019 | Executive bridge role |
| Continental Grain Company (CGC) | Managing Director | 2007–2021 | Built CGC’s investment activities |
| Continental Grain Company (CGC) | Strategic & Financial Analyst | 1998–2000 | Early finance/strategy work |
| The Grow Network | Co‑founder (sold to McGraw-Hill in 2004) | Pre‑2004 | Entrepreneurial/exit experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Regenified, Inc. | Chairman of the Board | Private | Focused at intersection of food, agriculture, climate |
| Centier Bank Holding Co. | Director | Private | Banking oversight experience |
| Brooklyn Public Library | Committee member | Non‑profit | Civic/committee service |
Board Governance
- Committee assignments: Audit Committee member; Sustainability & Corporate Responsibility Committee member (not a chair) .
- Independence: Board determined Mr. Fishman is independent under Nasdaq rules .
- Attendance and engagement: In FY2024, each director attended at least 75% of Board and committee meetings on which they served; Board met 5 times; Audit met 4 times; Sustainability met once .
- Executive sessions: Independent director sessions held at least twice during FY2024, consistent with policy .
- Years of service on ALCO board: Since Nov 2013 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard director fee |
| Committee chair fees | $0 | Not a chair (Audit Chair +$10k; other committee chairs +$5k; Board Chair +$50k, waived by Chair) |
| Meeting fees | $0 | No per‑meeting fees |
| 2024 director compensation reported | $75,000 | Fees earned/paid in cash for B. Fishman |
- Share election feature: Directors may elect to receive all/part of fees in stock; in 2024, 18,188 shares were granted in lieu of cash fees to each director; awards vested upon grant .
Performance Compensation
| Element | 2024 Detail | Vesting/Terms |
|---|---|---|
| Stock awards (in lieu of cash) | 18,188 shares to each director (if elected) | Fully vested upon grant; granted quarterly |
| Option awards | None disclosed for directors in FY2024 | N/A |
- Plan governance: Option repricing prohibited without shareholder approval; company has an SEC/Nasdaq‑compliant clawback policy .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Notes |
|---|---|---|---|
| Regenified, Inc. | Chairman | Private | Agriculture/climate adjacency |
| Centier Bank Holding Co. | Director | Private | Financial services exposure |
| Brooklyn Public Library | Committee member | Non‑profit | Community governance role |
| Compensation committee interlocks | None | — | Company discloses no interlocks; committee members are independent |
Expertise & Qualifications
- Agriculture/food investor/operator with significant capital allocation and strategic planning experience (CGC; board roles) .
- Prior designation as financial expert on Alico’s Board; Audit Committee member (financial literacy requirement met for all members) .
- Education: B.A., Princeton University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of Jan 3, 2025) | 10,670 | <1% of outstanding |
| Ownership as % of outstanding | * (<1%) | Per company table |
| Director ownership guideline | $200,000 minimum; all directors in compliance during FY2024 | Company policy and compliance status |
| Hedging/Pledging | Hedging prohibited by policy; no pledging policy disclosed | Insider Trading Compliance/anti‑hedging policy |
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | None disclosed in proxy | Company states timely Section 16(a) compliance; no delinquent reports for directors noted (one late Form 3 for an executive, not a director) |
Governance Assessment
-
Positives
- Independent director with deep agriculture and investment background; sits on Audit and Sustainability committees, reinforcing oversight in financial reporting and ESG strategy .
- Meets attendance threshold; Board and committee activity levels suggest adequate engagement (Board 5x; Audit 4x; Sustainability 1x) .
- Ownership alignment through director stock ownership requirement ($200k); all directors met guidelines; anti‑hedging policy in place .
- Director cash fee level ($75k) is modest; equity‑in‑lieu election and immediate vesting create direct exposure to share price movements .
- Compensation governance features: option repricing prohibited; clawback policy adopted; equity plan refresh maintains individual award limits and double‑trigger CIC for replacement awards .
-
Watchpoints
- Prior executive roles at ALCO (Interim President; former non‑employee Executive Chairman) could be scrutinized by some investors when assessing independence, though the Board classifies him as independent under Nasdaq rules .
- 2024 say‑on‑pay support shows sensitivity depending on vote calculation (approx. 60% including broker non‑votes; ~90% excluding), indicating mixed optics on pay practices, though not specific to directors; continued engagement advisable .
-
Red flags
- None disclosed regarding related‑party transactions, pledging, legal proceedings, or attendance shortfalls for Mr. Fishman .