Jay A. Pack
Mission ProduceAbout Jay A. Pack
Independent Class I director of Mission Produce (AVO), age 72, serving since 2008, with current term running to the 2027 annual meeting; background includes ownership and leadership in the produce sector and significant board experience in private companies and industry groups . Education: B.S. from Boston University and MBA from Southern Methodist University; former owner of Standard Fruit and Vegetable (sold to Del Monte in 2003) and prior board/trustee roles at Coastal Sunbelt Produce, Misionero, Earthbound Farm, Combs Produce, Sarah Lawrence College, Produce Marketing Association, and North Texas Food Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Fruit & Vegetable | Owner | Until sale in 2003 | Integrated re-packer/logistics/value-added produce; sold to Del Monte |
| Coastal Sunbelt Produce | Director | 2014–Mar 2022 (acquired by Sysco) | Private foodservice distributor board member |
| Misionero; Earthbound Farm; Combs Produce | Director | Prior (dates not disclosed) | Private company boards |
| Produce Marketing Association (PMA) | Board member; Foodservice Division Chair | Prior (dates not disclosed) | Industry leadership |
| North Texas Food Bank | President | Prior (dates not disclosed) | Non-profit leadership |
| Sarah Lawrence College | Trustee | Prior (dates not disclosed) | Academic governance |
External Roles
| Category | Organization/Role | Status |
|---|---|---|
| Public company boards | None beyond Mission Produce | Not disclosed in proxy; prior boards listed are private organizations |
| Industry/non-profit | PMA (Chair Foodservice Division); North Texas Food Bank (President) | Prior service |
| Academic | Sarah Lawrence College (Trustee) | Prior service |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member (appointed March 2024) .
- Independence: Board determined Pack is independent under SEC/Nasdaq rules; overall board independence 75% .
- Attendance: Board met five times in FY2024; all directors attended at least 75% of board and committee meetings; annual meeting attendance policy in place (6 of 8 present at 2024 annual meeting) .
- Tenure: Director since 2008; Class I director; term expires at the 2027 annual meeting .
- Committee activity levels: Audit Committee met four times in FY2024; Nominating & Governance met four times in FY2024 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 72,500 | 71,250 |
| Stock awards ($) | 102,112 (9,158 RSUs grant-date fair value) | 97,208 (8,475 RSUs grant-date fair value) |
| All Other Compensation ($) | — | — |
| Total ($) | 174,612 | 168,458 |
Notes:
- Director Compensation Policy: Annual board cash retainer $60,000; committee member retainers Audit $7,500, Compensation $5,000, Nominating $5,000; chair retainers Audit $15,000, Compensation $10,000, Nominating $10,000; equity RSUs ~$100,000 annually; Chairman receives additional ~$40,000 in RSUs; committee retainers paid only if the director attends meetings in the quarter .
Performance Compensation
| Attribute | FY 2023 Grant | FY 2024 Grant |
|---|---|---|
| Grant date | April 13, 2023 | April 11, 2024 |
| RSU shares | 9,158 | 8,475 |
| Grant-date fair value | $102,112 (based on $11.15 close) | $97,208 (based on $11.47 close) |
| Vesting schedule | Full vest at earlier of one-year anniversary or next annual meeting, subject to continued service | Full vest at earlier of one-year anniversary or next annual meeting, subject to continued service |
| Change-of-control vesting | Full vest upon a change in control (2020 Incentive Award Plan) | Full vest upon a change in control (2020 Incentive Award Plan) |
| Deferral elections | Participated in Non-Employee Director Deferred Compensation Plan in 2023; 9,158 RSUs deferred; vested but deferred RSUs outstanding as of 10/31/2023: 5,028 | Participated in 2024; 8,475 RSUs will be deferred; vested but deferred RSUs outstanding as of 10/31/2024: 14,186 |
Other Directorships & Interlocks
| Organization | Relationship |
|---|---|
| Coastal Sunbelt Produce | Director; acquired by Sysco in March 2022 |
| Misionero; Earthbound Farm; Combs Produce | Prior private company board roles |
| Industry/Academic/Non-profit | PMA board/Chair (Foodservice Division); North Texas Food Bank President; Sarah Lawrence College Trustee |
No related-party transactions are disclosed involving Pack; disclosed transactions involve Barnard, Bershad, Taylor, and Gonzalez with dollar amounts and terms summarized in the proxy's Related Party Transactions section .
Expertise & Qualifications
- Produce industry and operations leadership; commercial/marketing experience; finance/tax capabilities; prior board experience and senior leadership contributions as profiled in the board skills matrix .
- The board cites Pack’s broad produce industry knowledge and extensive leadership across produce companies and industry groups as the basis for continued service .
Equity Ownership
| Metric (as of 2/11/2025 unless noted) | Amount | Details |
|---|---|---|
| Total beneficial ownership | 1,632,069 shares | 2.30% of 71,071,752 shares outstanding |
| Direct holdings | 362,162 shares | Held directly by Pack |
| RSUs scheduled to vest within 60 days | 8,475 | FY2024 annual grant |
| Indirect holdings – PFP Investments, Ltd. | 1,015,160 shares | Shared voting/dispositive power with spouse |
| Indirect holdings – JP 2018 GRAT | 123,136 shares | Grantor retained annuity trust |
| Indirect holdings – RP 2018 GRAT | 123,136 shares | Grantor retained annuity trust |
| Vested but deferred RSUs (as of 10/31/2024) | 14,186 | Deferred under the Non-Employee Director Deferred Compensation Plan |
| Ownership guidelines compliance | Exceeds 5x cash retainer ($300,000) guideline; all non-employee directors except Sarsam met guideline at measurement |
Insider Trades
| Date | Filing | Transaction | Shares | Notes |
|---|---|---|---|---|
| 2023-04-13 (filed 2023-04-14) | Form 4 | RSU grant | 9,158 | Non-Employee Director Compensation Program |
| 2023-11-16 | Form 4/A | Amendment (holdings correction) | — | Corrected direct and GRAT holdings |
| 2024-04-11 (filed 2024-04-15) | Form 4 | RSU grant | 8,475 | Annual director RSUs |
| 2024-09-12 | Form 4 | Reported transaction | — | See filing for details |
| 2024-12-20 (filed 2024-12-26) | Form 4 | Open market sale | 59,165 | Recent sale per Gurufocus; see SEC filing link |
Governance Assessment
- Board effectiveness: Independent director with deep produce operations, logistics, and industry governance experience; active roles on Audit and Nominating committees support financial oversight and board composition quality .
- Engagement: Meets attendance thresholds; committees (Audit and Nominating) each met four times in FY2024, indicating active engagement cadence .
- Alignment: Material ownership (2.30%) with additional deferred RSUs and compliance with stringent director ownership guidelines signals alignment with shareholder interests .
- Compensation structure: Director pay is primarily cash retainer plus time-based RSUs; committee fees are contingent on meeting attendance, encouraging engagement; no performance metrics are attached to director equity .
- Conflicts: No related-party transactions disclosed involving Pack; audit oversight policies require recusal for interested directors, and related-party transactions are pre-approved under policy—reducing conflict risk .
- Insider activity: RSU grants consistent with policy; an open-market sale in Dec 2024 provides liquidity context but is not, by itself, a governance red flag .
RED FLAGS
- Single-trigger full vesting of director RSUs upon change in control—can be viewed as shareholder-unfriendly and reduce transaction-related alignment for directors .
- Deferred Compensation Plan is unfunded and subject to corporate creditor risk; while tax-efficient, it introduces counterparty risk for deferred balances .
Additional notes:
- Independence reaffirmed under heightened Audit Committee standards; Audit Committee includes a designated financial expert (Lind, Chair), with Pack as member, supporting audit rigor .
- Board composition and skills matrix reflect Pack’s strengths in operations, commercial/marketing, finance/tax, and food/agriculture; no current public interlocks disclosed, limiting information-flow conflicts .