Bruce C. Taylor
Mission ProduceAbout Bruce C. Taylor
Bruce C. Taylor, 68, is an independent Class II director of Mission Produce (AVO) and has served on the Board since 2001. He founded Taylor Fresh Foods, a private multi‑billion dollar producer of salads and fresh foods, in 1995 and serves as its Chairman and Chief Executive Officer; he holds a BS (Business) and BA (Development Studies) from UC Berkeley and an MBA from Harvard University . He is nominated for re‑election at the April 10, 2025 annual meeting for a term through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taylor Fresh Foods | Founder, Chairman & CEO | 1995–present | Built a private multi‑billion dollar fresh foods producer; deep agriculture and operations leadership |
| Mission Produce (AVO) | Director (Class II) | 2001–present | Independent director contributing food/agriculture, operations, finance/tax, and marketing expertise per Board skills matrix |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Taylor Fresh Foods | Chairman & CEO | No (private) | Major industry operator; source of domain expertise |
| Other public company boards | — | — | None disclosed in AVO’s 2025 proxy |
Board Governance
- Independence: The Board determined Mr. Taylor is independent; 75% of the Board is independent .
- Committee assignments: Member, Compensation Committee (appointed March 2024; Segre Chair; Sarsam member; met 4 times in FY2024) ; Member, Nominating & Corporate Governance Committee (Beebe Chair per Board overview) .
- Attendance: Board held 5 meetings in FY2024; all directors attended at least 75% of Board and committee meetings .
- Tenure and refreshment: Director since 2001; Board emphasizes balanced tenure and recent refreshment (38% appointed within last 5 years) .
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Annual Board cash retainer | $60,000 |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $10,000 |
| Committee member retainers | Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000 |
| Annual equity (RSUs) | $100,000 grant; Chairman of the Board additional $40,000 RSUs |
| Payment mechanics | Cash paid quarterly in arrears; committee retainers paid only if the director attends the meeting in the quarter |
| 2024 Director Compensation (FY ended Oct 31, 2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 68,750 |
| Stock awards (grant‑date fair value) | 97,208 |
| Total | 165,958 |
RSU grant: 8,475 RSUs granted on April 11, 2024, valued at the closing price $11.47 on grant date; 8,475 unvested RSUs outstanding as of Oct 31, 2024 .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Change‑in‑Control Treatment | Notes |
|---|---|---|---|---|
| Annual RSUs (Directors) | ~$100,000 | Vest in full on earlier of 1‑year anniversary or next annual meeting, subject to continued service | Vest in full upon change in control per 2020 Plan | Initial RSU ~$100,000 at appointment (pro‑rated), annual ~$100,000 thereafter |
| Chairman RSUs (if applicable) | ~$40,000 | Same as above | Same as above | Applies only to independent Chairman role |
| 2024 RSU details (Mr. Taylor) | 8,475 RSUs; fair value $97,208 | Outstanding unvested 8,475 as of Oct 31, 2024 | As above | Award based on trailing 30‑day average stock price practice; fair value per ASC 718 uses closing price |
Director compensation is exclusively cash + time‑vested RSUs; no director PSUs/options or performance metrics disclosed for directors .
Other Directorships & Interlocks
| Entity | Relationship to AVO | FY2024 Transaction Amount | Status/Notes |
|---|---|---|---|
| Taylor Farms (or affiliate owned/managed by Mr. Taylor) | Sublease and services at AVO’s Dallas distribution facility | $25,000 | Sublease terminated Nov 30, 2023 |
| Taylor Farms (or affiliate) | AVO sold mangos from time to time | $0.4 million | Terms substantially similar to other customers |
Related party transaction policy requires Audit Committee approval/ratification of Item 404 transactions; directors recuse where interested .
Expertise & Qualifications
| Skill/Experience (Board Matrix) | Evidenced for Mr. Taylor |
|---|---|
| Prior Board Experience | ✓ |
| Senior Leadership | ✓ |
| Food/Agriculture | ✓ |
| International | ✓ |
| Legal/Corporate Governance | ✓ |
| Operations | ✓ |
| Finance/Tax | ✓ |
| Commercial/Marketing | ✓ |
Equity Ownership
| Ownership Category (as of Feb 11, 2025; 71,071,752 shares outstanding) | Shares |
|---|---|
| Total beneficial ownership | 8,347,396 (11.75% of outstanding) |
| Directly held | 465,283 |
| RSUs scheduled to vest within 60 days | 8,475 |
| Indirect (Taylor Family Investments LLC) | 7,873,638 (sole voting and dispositive power; disclaims beneficial ownership except to extent of pecuniary interest) |
- Stock ownership guidelines (directors): 5× annual cash retainer ($300,000) with 5‑year compliance window; all non‑employee directors met the requirement at measurement (except Mr. Sarsam, appointed 2023) — indicating Mr. Taylor’s compliance .
- Hedging prohibited by Insider Trading Policy; strong executive compensation and governance best practices disclosed (independent consultant, double trigger, no gross‑ups; robust ownership guidelines) .
- Pledging: Pledge disclosures were provided for other insiders (e.g., CEO Barnard); Mr. Taylor’s ownership footnote contains no pledge disclosure .
Governance Assessment
-
Strengths
- Long‑tenured, industry operator with deep agriculture and operations expertise; Board skills matrix flags leadership, operations, finance/tax, and commercial strengths .
- Independent status with active committee service; added to Compensation Committee in March 2024; Compensation Committee uses an independent consultant (Pearl Meyer) and met 4× in FY2024 .
- Strong alignment via substantial share ownership (~11.75%); director ownership guidelines met, and hedging is prohibited .
- Board attendance threshold met (≥75%); Board maintains annual evaluations, refreshment, and separated Chair/CEO roles .
-
RED FLAGS / Watch items
- Related‑party exposure: transactions with Taylor Farms (sublease $25k; mango sales $0.4m in FY2024). While modest and one arrangement terminated, they warrant continued monitoring for conflicts; Audit Committee oversees and approves Item 404 transactions .
- Concentrated insider ownership: Mr. Taylor’s significant stake (11.75%) can be positive for alignment but may influence governance dynamics; transparency maintained via detailed footnotes .
Shareholder sentiment indicator: Say‑on‑Pay received ~97.34% support in 2024, suggesting broad investor approval of compensation governance (context for overall governance climate) .
Notes
- Director compensation structure (cash + time‑vested RSUs) does not include performance metrics, options, or PSUs for directors; vesting and change‑in‑control terms are as disclosed above .
- Insider trading transactions (Form 4) are not included in the proxy; no director‑specific trade disclosures in the document. Refer to current Form 4 filings for transaction‑level detail if needed .