Joanne C. Wu
Mission ProduceAbout Joanne C. Wu
Joanne C. Wu (age 43) has served as Mission Produce’s General Counsel and Corporate Secretary since March 2021; she previously held senior legal roles at Public Storage, Dine Brands, and Amgen, and began her career at Latham & Watkins (USC JD; UC Berkeley Haas BS) . In fiscal 2024, Mission delivered $1.23B revenue, $107.8M Adjusted EBITDA, and $36.7M net income, driving above‑target annual incentive outcomes for executives; Ms. Wu’s FY24 bonus plan paid at 158% of target (80% tied to Adjusted EBITDA achieved at 136% of target; 20% individual performance at full payout) . Equity incentives emphasize performance via three‑year PSUs based on cumulative adjusted net income per share; the inaugural 2022–2024 PSUs paid 0% (below threshold), reinforcing pay‑for‑performance alignment, while 2023–2026 and 2024–2026 PSUs are tracking above target as of 10/31/24 (status, not final) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Public Storage (NYSE: PSA) | Assistant General Counsel | 2019–Feb 2021 | Supported world’s largest self‑storage operator; public company governance and securities experience . |
| Dine Brands Global (NYSE: DIN) | Associate General Counsel & Assistant Secretary | 2014–2019 | Led corporate/securities and governance for a global franchisor (Applebee’s, IHOP), enhancing disclosure and board processes . |
| Amgen (NASDAQ: AMGN) | Counsel | 2010–2014 | Handled complex corporate matters at a large-cap biotech, building cross‑functional risk/compliance capabilities . |
| Latham & Watkins LLP | Associate | 2007–2010 | Trained in top-tier transactions and public company advisory, foundational to GC role . |
External Roles
No public company directorships or external board roles disclosed for Ms. Wu .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (set) |
|---|---|---|---|
| Base Salary ($) | 416,000 | 450,000 (8.2% YoY increase) | 468,000 |
Perquisites (FY 2024):
- Company-paid health insurance premiums: $34,255 .
- Car allowance: $22,906 .
- Supplemental disability premiums: $3,609 .
- 401(k) match: $13,904 .
- Policy: limited perqs, no tax gross-ups except for relocation; no defined benefit/SERP plans .
Performance Compensation
Annual cash incentive (FY 2024 design and payout):
- Target opportunity: 75% of base salary (i.e., $337,500 on $450,000) .
- Weighting: 80% Company Adjusted EBITDA; 20% individual performance .
- Company metric calibration: 50% threshold/0% payout; 100% target/100% payout; 150% max/200% payout; achieved 136% of target → 172% payout on company portion .
- Individual component: paid at full 20% based on CEO assessment of contributions (litigation management, sustainability reporting oversight, risk/compliance improvements) .
- Actual FY 2024 payout: $531,909 total (comprised of $464,408 performance-based and $67,501 individual component) .
| Annual Incentive (FY 2024) | Target | Actual |
|---|---|---|
| Base salary used | $450,000 | $450,000 |
| Target bonus % | 75% | 75% |
| Target bonus ($) | $337,500 | — |
| Company performance factor | — | 172% of target portion |
| Individual performance factor | — | 20% of target portion |
| Total payout ($) | — | $531,909 |
Long-term equity incentives (grant year 2024; split 50% RSUs / 50% PSUs):
- 2024 total equity value: $500,000 (RSU $250,000; PSU $250,000) .
- RSUs vest ratably over 3 years; PSUs cliff‑vest based on 3‑year cumulative adjusted net income per share (threshold 70%→50% payout; target 100%→100%; max 130%→200%) .
| 2024 LTI Awards (Grant Date 1/5/2024) | Shares/Units | Plan Details |
|---|---|---|
| RSUs | 25,747 | Vest 1/5/2025, 1/5/2026, 1/5/2027 (equal tranches) . |
| PSUs (target) | 25,746 | Earned 50–200% based on 3‑yr cumulative adj. NI/share (FY2024–FY2026) . |
| PSUs (maximum) | 51,492 | Disclosed at 200% per SEC table convention . |
Historical PSU performance:
- 2022–2024 PSU program: 0% earned (below threshold); target $/share: $2.55 vs actual $1.19 .
Equity Ownership & Alignment
Ownership and awards (as of 2/11/2025 or 10/31/2024 where noted):
- Beneficial ownership: 27,842 shares total; percent of outstanding: “*” less than 1% (company table threshold) .
- Unvested RSUs: 46,811 units (market value $552,370 at $11.80 close on 10/31/2024) .
- Outstanding PSUs (not yet earned): 2023–2025 PSUs shown at 28,944 (200% max; target 14,472); 2024–2026 PSUs shown at 51,492 (200% max; target 25,746) .
- Stock options: none outstanding for Ms. Wu .
- Pledging: no pledges disclosed for Ms. Wu; company notes pledges only for certain trusts of other insiders (e.g., CEO trusts) .
- Stock ownership guidelines: 1x base salary for Section 16 officers/SVPs; as of 10/31/2024, all then‑NEOs exceeded required holdings except the newly hired COO—thus Ms. Wu was in compliance .
Upcoming scheduled vesting (creates potential selling windows if shares not otherwise retained):
| Grant | Vesting date(s) | Shares vesting |
|---|---|---|
| RSU (3/8/2021) | 3/8/2025 | 1,912 |
| RSU (1/3/2022) | 1/3/2025 | 4,680 |
| RSU (1/6/2023) | 1/6/2025; 1/6/2026 | 7,236 each date |
| RSU (1/5/2024) | 1/5/2025; 1/5/2026; 1/5/2027 | 8,582; 8,582; 8,583 |
Alignment, restrictions, and risk controls:
- Hedging/short sales prohibited under Insider Trading Policy .
- Executive clawback policy (SEC‑compliant) mandates recoupment of incentive‑based pay after restatements, with three‑year lookback; applies to current/former executive officers; no misconduct requirement .
- Strong Say‑on‑Pay support (97.34% in 2024) indicates shareholder endorsement of pay design .
Employment Terms
- Start date and role: General Counsel & Secretary since March 2021; offer letter (3/8/2021) includes target bonus 75% of salary, a car allowance, participation in standard benefits, and a sign‑on RSU award ≈$160,000 vesting over four years .
- Severance/CIC: Covered by Executive Severance Plan—cash severance equals 1.0x (outside CIC) or 1.5x (within CIC period) of base salary + target bonus; 12 months COBRA; equity treatment: outside CIC, pro‑rata RSUs and PSUs at actual performance; within CIC, full vesting at target for PSUs (double trigger); 12‑month post‑termination option exercise window (not applicable to Wu due to no options) .
- Restrictive covenants: 24‑month non‑solicitation tied to severance benefits; standard award agreements include death/disability pro‑ration and CIC provisions, harmonized to the plan terms .
- No tax gross‑ups on severance/CIC; no single‑trigger acceleration .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total direct pay emphasized at‑risk elements—annual incentive (performance‑based) and 50% PSUs/50% RSUs; long‑term mix shifted toward PSUs vs prior years, heightening performance sensitivity .
- Pay‑for‑performance evidence: 2024 Adjusted EBITDA at 136% of target yielded 158% payout for Wu; conversely, 2022–2024 PSUs paid 0%, demonstrating downside alignment when multi‑year goals are missed .
- Governance safeguards: independent consultant (Pearl Meyer), no option repricing, clawback, anti‑hedging, ownership guidelines, double‑trigger CIC equity, severance caps (1.0–1.5x; CEO 2.0x), and no SERP/gross‑ups (except relocation) .
Related Party Transactions
No related party transactions involving Ms. Wu are disclosed; the company lists transactions involving certain directors/CEO and affiliates, but none attributing a material interest to Ms. Wu .
Performance & Track Record
| Metric (FY end 10/31) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($B) | 0.954 | 1.23 |
| Adjusted EBITDA ($M) | 48.4 | 107.8 |
| Net income ($M) | (2.8) | 36.7 |
| Cash from operations ($M) | 29.2 | 93.4 |
Additional context:
- Options across the exec team were underwater at 10/31/24 ($11.80 close), with $11.74 on 2/11/25 record date, tempering near‑term exercise‑driven selling pressure; Ms. Wu holds no options .
- Company Pay‑Versus‑Performance shows CAP linked to TSR/net income/Adjusted EBITDA; 2024 TSR metric shows $89.5 value of a $100 initial investment (index basis), contextualizing market returns against comp outcomes .
Compensation Committee Analysis
- Committee: Linda B. Segre (Chair), Tony Bashir Sarsam, Bruce C. Taylor; fully independent; four meetings in FY2024 .
- Consultant: Pearl Meyer (independent) advised on peer group, plan design, benchmarking, and risk assessments .
Equity Ownership & Alignment Details (Reference Table)
| Item | Detail |
|---|---|
| Beneficial ownership | 27,842 shares; “*” <1% outstanding (71,071,752 shares outstanding 2/11/25) . |
| Unvested RSUs | 46,811 units; $552,370 MV at $11.80 (10/31/24) . |
| Outstanding PSUs (target) | 14,472 (2023–2025) and 25,746 (2024–2026) . |
| Options | None outstanding . |
| Ownership guidelines | 1x salary; in compliance as of 10/31/24 . |
| Hedging/pledging | Hedging/short sales prohibited; no pledges disclosed for Ms. Wu . |
Employment Terms Summary (Reference Table)
| Element | Outside CIC | Within CIC period |
|---|---|---|
| Cash severance | 1.0x base + target bonus | 1.5x base + target bonus |
| Equity | Pro‑rata RSUs; PSUs at actual performance pro‑rated | Full vesting; PSUs at target (double trigger) |
| COBRA | Up to 12 months | Up to 12 months |
| Covenants | 24‑month non‑solicit | 24‑month non‑solicit |
Investment Implications
- Clear pay‑for‑performance alignment: 2024 cash incentive paid above target only with strong operating rebound; multi‑year PSU zero‑payout for 2022–2024 underscores downside risk and limits windfalls .
- Limited insider selling pressure indicators for Ms. Wu: no options, but multiple RSU tranches vest in 2025–2027; monitor Form 4s around vest dates and blackout periods to gauge potential flow, noting company’s anti‑hedging policy and ownership guideline compliance .
- Retention and CIC economics: Double‑trigger acceleration and capped severance (1.0–1.5x) reduce “golden parachute” risk while supporting retention; clawback further mitigates risk of overpayment tied to financial reporting .
- Governance quality signals: Strong 2024 Say‑on‑Pay (97.34%) and independent comp oversight (Pearl Meyer) reduce comp‑related controversy risk; continued performance weighting (PSUs) increases sensitivity to execution of multi‑year earnings goals .