John Kiernan
About John Kiernan
John E. Kiernan is Alico’s President and Chief Executive Officer since July 1, 2019, and has served on the Board of Directors since February 27, 2020; he was previously EVP & CFO from June 1, 2015 to June 30, 2019. He is 57, with credentials spanning finance, law, and treasury: B.A. in Finance and History (Saint Vincent College), MBA (Darden), JD (University of Virginia), member of the New York Bar, Certified Treasury Professional, and NACD Directorship Certified. Prior roles include CFO of Greenwich Associates; Treasurer and SVP Capital Markets & Risk Management at Global Crossing through its $3B sale to Level 3 in 2011; VP Investor Relations at Misys plc; Director of Corporate Development at IBM; and Managing Director at Bear Stearns focused on IPOs/M&A for tech companies. Compensation metrics tied to his role include adjusted EBITDA, ROI relative to a six‑year Olympic average target, cumulative operating cash flow and return of capital, and share‑price thresholds for restricted stock grants; long‑term retention bonuses vest in 2025/2026, with change‑of‑control acceleration and a separate transaction bonus grid linked to sale price per share.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alico, Inc. | EVP & CFO | Jun 2015 – Jun 2019 | Finance leadership pre‑CEO; set capital and reporting foundation |
| Global Crossing | Treasurer & SVP Capital Markets & Risk Mgmt | Until 2011 sale | Managed capital markets/risk through $3B sale to Level 3 in 2011 |
| Greenwich Associates | Chief Financial Officer | Pre‑Alico | Finance leadership at research‑based consulting firm |
| Misys plc | VP Investor Relations | Prior | Interface with London/Nasdaq investors for UK‑listed software group |
| IBM | Director Corporate Development | Prior | Corporate development contributions in technology |
| Bear Stearns | Managing Director (IB) | 12 years (prior) | Led IPOs/M&A for technology companies |
External Roles
| Organization | Role | Years | Committees/Impact |
|---|---|---|---|
| Codorus Valley Bancorp (CVLY) | Director | Apr 2022 – merger (company cited July 2004) | Served on Corporate Governance & Nominating, Audit, and Compensation Committees |
Board Service (Alico)
- Director since Feb 2020; currently serves on the Sustainability and Corporate Responsibility Committee (not on Audit/Compensation/Nominating)
- Independence: Board identifies independent directors; Kiernan (CEO) is not included among “independent” directors under Nasdaq rules; company holds executive sessions of independent directors at least twice yearly
- Structure: Separate Chair and CEO; committee charters detailed; Audit and Compensation committees composed entirely of independent directors
Dual‑role implications:
- As CEO and director, Kiernan participates in board deliberations and the Sustainability committee but does not sit on Audit or Compensation, mitigating compensation oversight and financial reporting independence concerns. The separation of Chair/CEO further reduces governance risk.
Fixed Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Salary ($) | 360,000 | 360,000 | 386,308 | 499,519 (includes $75k director retainer; corrected) | 538,995 (includes $75k director retainer) |
| Bonus ($, discretionary) | 241,500 | 300,000 | 125,000 | 90,000 | 100,000 |
| Stock Awards ($, grant‑date fair value) | — | 103,505 | 778,050 | — | — |
| Non‑Equity Incentive ($) | — | — | — | 331,160 (includes an additional $36,500 LTR real estate bonus correction) | 897,762 |
| All Other Comp ($) | 23,909 | 32,622 | 52,725 | 31,763 | 40,012 |
| Total ($) | 625,409 | 796,127 | 1,342,083 | 952,442 | 1,576,769 |
Base salary schedule per Employment Agreement:
| Period | Minimum Annual Salary |
|---|---|
| Through Sep 30, 2022 | $400,000 |
| Oct 1, 2022 – Sep 30, 2023 | $425,000 |
| Oct 1, 2023 – Sep 30, 2024 | $450,000 |
- Signing bonus: $25,000 within 30 days of effective date
Director compensation framework (for reference; Kiernan’s $75k retainer is now included in salary per 2025 proxy):
- Annual director cash fee $75,000; audit chair +$10,000; standing committee chair +$5,000; chairman +$50,000 (waived by current chair)
- Directors may elect stock in lieu of cash; awards vest at grant
Performance Compensation
Annual and long‑term incentives per Kiernan Bonus Agreement and 2023 Letter Amendment:
| Metric/Plan | Weighting | Target | Actual FY 2024 Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjusted EBITDA (Annual) | Not disclosed | Based on budgeted adjusted EBITDA | Not separately disclosed | Annual; earned if employed through FY end |
| ROI (Annual) | Not disclosed | 100% of Six‑Year Olympic Average ROI as target | $49,525 | Annual; earned if employed through FY end |
| Discretionary Performance Bonus (Annual) | n/a | Committee discretion | $100,000 | Annual |
| Long‑Term Cash Flow (LT) | Not disclosed | Cumulative operating cash flow targets FY2022–FY2024 | Not separated | 50% earns Jan 1, 2025; 50% earns Jan 1, 2026 (continuous employment), CoC acceleration/pro‑rata rules |
| Long‑Term Return of Capital (LT) | Not disclosed | Cumulative return of capital targets FY2022–FY2024 | Earned $500,000; mutually reduced to $300,000 given ambiguities and performance | 50% earns Jan 1, 2025; 50% earns Jan 1, 2026; CoC acceleration/pro‑rata rules |
| Long‑Term Real Estate Bonus (LT) | n/a | % of net sales proceeds from approved ranch acreage sales; % varies by gross price per acre | $548,237 | Paid within 60 days of fiscal year end in which earned; no later than Dec 31 of same calendar year |
| Change‑of‑Control Transaction Bonus | n/a | % of market cap at sale (issued shares × sale price per share) scaled by sale price | Grid: 0.25% to 1.25% across $35–$55+ sale price per share | Payable if CoC occurs and CEO employed through closing |
Equity‑linked performance awards and vesting:
- Restricted stock grants tied to 30‑day average share price thresholds during the long‑term period (Oct 1, 2021–Sep 30, 2024). Thresholds and share grants: $35 → 5,000 shares; $40 → 12,500; $45 → 20,000 (2023 proxy) / 20,500 (2024 proxy). One‑half vests Jan 1, 2025 and one‑half vests Jan 1, 2026, subject to continued service; full vesting on termination without cause or, following CoC, resignation for good reason.
- Documented grants to Kiernan: 2,500 shares (10/15/2021, $86,025), 5,000 (4/1/2022, $189,900), 12,500 (5/18/2022, $502,125), plus potential additional shares if price exceeds $45 (disclosed as 20,000 potential, $736,200 fair value placeholder).
Special amendment (Letter Agreement, May 15, 2023):
- If federal relief proceeds (e.g., hurricane aid) are received within one year post‑termination (not for cause) and would have increased bonuses, a make‑whole cash payment equal to the difference may be paid at Board discretion.
Equity Ownership & Alignment
| As‑of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jan 13, 2023 | 59,079 | <1% | CEO met $250k ownership policy; director policy $200k phase‑in applied to directors |
| Dec 29, 2023 | 59,079 | <1% | All directors met ownership guideline in FY2023; CEO subject to fully phased‑in $250k requirement |
Ownership policies and alignment:
- CEO Stock Purchase Policy: beneficial ownership ≥ $250,000 (market or cost, whichever higher); Kiernan met requirement and is subject to fully phased‑in standard.
- Director ownership guideline: ≥ $200,000; all directors in compliance in FY2023/FY2024.
- Pledging/hedging: No pledging or hedging disclosures identified for Kiernan. (No disclosure found in reviewed proxies.)
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (Amended & Restated) | Effective April 1, 2022; term through Sep 30, 2024; sets annual and long‑term incentive eligibility via Bonus Agreement. |
| Base Salary Minimums | $400,000 (to Sep 30, 2022); $425,000 (FY2023); $450,000 (FY2024). |
| Signing Bonus | $25,000 within 30 days of effective date. |
| Severance (without Cause or post‑CoC Good Reason) | 150% of most recent fiscal‑year base salary, paid in equal installments over 18 months; continued healthcare coverage at employee premium cost for 18 months; subject to release and covenants. |
| Restrictive Covenants | Confidentiality, non‑disparagement, 12‑month post‑termination non‑compete and non‑solicit (customers/employees). |
| Long‑Term Retention Bonus (Cash Flow / ROC / Real Estate) | Earn period FY2022–FY2024; 50% earned Jan 1, 2025, 50% Jan 1, 2026 (continuous employment); CoC acceleration or pro‑rata earning depending on timing. Real estate bonus paid within 60 days post fiscal year end. |
| Change‑of‑Control Transaction Bonus | Percentage of market cap at sale scaled by per‑share sale price: >$35–<$40: 0.25%; ≥$40–<$45: 0.50%; ≥$45–<$50: 0.75%; ≥$50–<$55: 1.00%; ≥$55: 1.25%. |
| Benefits & Perquisites | Participation in broad employee plans; health/life insurance; company vehicles; dividends on unvested stock where appropriate; no corporate jet/helicopter; no country club dues. |
Performance & Track Record
- FY2024 payouts indicate monetization of long‑term programs: ROI bonus ($49,525), long‑term real estate bonus ($548,237), discretionary bonus ($100,000), and a mutually reduced long‑term return of capital payout ($300,000 versus $500,000 earned), reflecting committee calibration to overall financial performance and agreement on interpretation ambiguities.
- Compensation consultant Semler Brossy engaged by Compensation Committee; committees remain independent under Nasdaq rules, with no interlocks.
Vesting Schedules and Insider Selling Pressure
- Restricted stock: 50% scheduled to vest Jan 1, 2025; remaining 50% Jan 1, 2026, subject to continued employment; full acceleration on termination without cause or good reason post‑CoC. Grants documented at 2,500 (10/15/2021), 5,000 (4/1/2022), 12,500 (5/18/2022) shares; additional grants tied to price thresholds could increase exposure. These dates may create near‑term supply risk if shares are sold upon vesting.
- Form 4 activity: Searched for Forms 4 since 2023; none found in the dataset for ALCO, limiting visibility into recent open‑market sales or net share settle events. [ListDocuments: type 4 returned 0]
Director Compensation (for Kiernan as a director)
- Annual retainer $75,000; included in salary in FY2023 and FY2024 per 2025 proxy correction note. Committee chair differentials exist but Kiernan is not a chair; meeting fees not paid; directors may elect stock in lieu of cash.
Equity Awards Detail (RSUs/Restricted Stock)
| Grant Date | Shares | Fair Value ($) | Basis/Trigger | Vesting |
|---|---|---|---|---|
| 10/15/2021 | 2,500 | 86,025 | Restricted stock under Bonus Agreement (price threshold) | 50% 1/1/2025; 50% 1/1/2026; acceleration per award agreement |
| 4/1/2022 | 5,000 | 189,900 | Restricted stock under Bonus Agreement (price threshold) | Same as above |
| 5/18/2022 | 12,500 | 502,125 | Restricted stock under Bonus Agreement (price threshold) | Same as above |
Price‑linked award schedule (thresholds):
| 30‑Day Avg Price Threshold | Shares Granted |
|---|---|
| $35 | 5,000 |
| $40 | 12,500 |
| $45 | 20,000 (2023 proxy) / 20,500 (2024 proxy) |
Compensation Structure Analysis
- Shift toward performance‑conditioned, cash‑settled long‑term programs (cash flow, return of capital, real estate) with defined earn/vesting dates, plus price‑triggered restricted stock awards; no options awarded in recent years (NEOs show zero option grants in FY2021–FY2023). This reduces optionality risk but introduces scheduled cash payouts and potential vest‑related selling.
- Discretionary bonuses used alongside formulaic metrics; FY2024 discretionary bonus $100,000 complements measured ROI/real estate outcomes.
- Transaction bonus grid explicitly aligns incentives to higher sale prices in a CoC, potentially increasing management support for strategic alternatives at premium valuations.
Risk Indicators & Red Flags
- Governance: CEO also a director, but not on Audit or Compensation; separate Chair/CEO structure; independent committees.
- CoC incentives: Transaction bonus tied to sale price per share introduces potential M&A bias; alignment depends on investor perception of strategic value realization.
- Federal relief claw‑forward: 2023 Letter Agreement allows post‑termination bonus adjustments if relief proceeds would have increased payouts—an uncommon feature that could change realized compensation timing.
- Pledging, hedging, related party transactions, SEC legal proceedings: No disclosures identified in reviewed proxies; continue monitoring 8‑K Item 5.02 events for updates. [ListDocuments: 8‑K 5.02 list]
Employment Terms Summary Table
| Term | Detail |
|---|---|
| Role/Tenure | CEO since Jul 1, 2019; Director since Feb 27, 2020; CFO Jun 2015–Jun 2019 |
| Agreement Term | Through Sep 30, 2024 (subject to extension/termination) |
| Severance | 150% base salary; 18‑month installments; 18‑month healthcare; release/covenants required |
| Non‑compete | 12 months; customer/employee non‑solicit; confidentiality/non‑disparagement |
| Long‑Term Bonus Earn Dates | 50% on Jan 1, 2025; 50% on Jan 1, 2026; CoC acceleration/pro‑rata |
| Restricted Stock Vesting | 50% on Jan 1, 2025; 50% on Jan 1, 2026; acceleration on qualifying termination |
| Transaction Bonus Grid | 0.25%–1.25% of market cap based on sale price per share brackets |
| Benefits/Perqs | Health/life insurance; company vehicles; dividends on unvested stock; no jet/club dues |
Investment Implications
- Near‑term vesting and cash payouts: Material LT bonuses earned across FY2022–FY2024 vesting Jan 1, 2025 and Jan 1, 2026, plus FY2024 real estate bonus paid within 60 days post fiscal year end. Expect potential selling pressure around vest dates and visibility on realized cash compensation; monitor Forms 4 for net share settlements.
- Strategic optionality: Explicit transaction bonus grid tightly aligns management incentives with sale price per share in a change‑of‑control. This increases the probability that management will support value‑accretive strategic alternatives at higher prices and may be a positive for M&A‑driven rerating scenarios.
- Governance comfort: Separation of Chair/CEO and independent committee structures mitigate dual‑role risks; Kiernan’s committee role limited to Sustainability, reducing compensation and audit conflicts.
- Pay‑for‑performance: Program design links payouts to adjusted EBITDA, ROI vs. multi‑year average, and cumulative cash flow/ROC outcomes, plus price‑triggered equity. FY2024 outcomes demonstrate realized value from real estate activities and ROI; discretionary elements add flexibility but warrant monitoring versus objective performance delivery.
Note on insider transactions: Searched for Forms 4 for ALCO since 2023; none were found in the dataset, limiting analysis of recent selling/vesting patterns. Continue monitoring SEC filings (Form 4 and 8‑K 5.02) for real‑time signals. [ListDocuments: type 4 returned 0]