John M. Pawlowski
Mission ProduceAbout John M. Pawlowski
John M. Pawlowski, age 49, has served as Mission Produce’s President and Chief Operating Officer since April 1, 2024; he holds a B.S. from Miami University and an Executive MBA from Kent State University . Company performance in FY2024 (the fiscal year overlapping his arrival) improved markedly: revenue rose 29% to $1.23B, Adjusted EBITDA reached $107.8M, net income was $36.7M, and operating cash flow was $93.4M . Mission’s FY2024 Pay vs. Performance table shows TSR of 89.5 (value of an initial $100 investment) alongside Adjusted EBITDA of $107.8M, illustrating improved alignment of pay outcomes and performance in the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lipari Foods | President & COO | Oct 2021 – Dec 2023 | Led M&A and organic growth, expanded national distribution, designed operational strategy . |
| TriMark USA | President | Jan 2019 – Sep 2021 | Led a leading foodservice supply company; operational leadership across growth and execution . |
| The J.M. Smucker Company (NYSE:SJM) | Various roles of increasing responsibility; culminating as Vice President of International | May 2002 – Dec 2019 | Drove international logistics efficiencies, market access, and strategic partnerships . |
Fixed Compensation
| Metric | FY2024 | FY2025 (set for year) |
|---|---|---|
| Annual Base Salary ($) | 600,000 (set at hire) | 624,000 |
| Salary Paid in Period ($) | 346,155 (partial year from Apr 1 start) | — |
| Target Annual Bonus (% of base) | 0% participation in FY2024 AIP; guaranteed cash bonus instead per offer letter | 100% (begins FY2025) |
| Actual Annual Bonus ($) | 350,002 (pro‑rated 100% of salary per offer) + 125,000 sign‑on bonus | — |
| Car Allowance and Perqs ($) | Car allowance ($13,215); company‑paid health premiums ($19,104); relocation ($116,516) and related tax gross‑up ($58,370) | — |
Performance Compensation
Annual Cash Incentive (AIP)
| Element | FY2024 | FY2025 |
|---|---|---|
| Plan participation | Not eligible; received guaranteed cash bonus per offer letter | Eligible; target = 100% of base salary; metric weighting consistent with AIP design (Adjusted EBITDA for company performance, individual component structure applies to other NEOs) . |
Long-Term Equity (granted FY2024)
| Instrument | Grant Date | Target/Granted | Vesting / Performance | Notes |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 4/5/2024 | 42,955 target; 85,910 max | 3‑year cumulative adjusted net income per share; threshold 70%→50% payout, target 100%→100%, max 130%→200%; cliff at end of period (11/1/2023–10/31/2026) . | Grant date fair value $507,299 (probable); $1,014,598 at max (ASC 718) . |
| RSUs | 4/5/2024 | 42,956 | Ratable over 3 years: 14,318 on 4/5/2025; 14,319 on 4/5/2026; 14,319 on 4/5/2027, subject to continued service . | Grant date fair value $507,310 (ASC 718) . |
FY2024 Incentive Design Parameters (for context)
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| PSU performance: cumulative adjusted NI/share (2024–2026) – payout vs. goal | 70% → 50% payout | 100% → 100% payout | 130% → 200% payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 14,318 shares (scheduled to vest within 60 days of record date) ; beneficial ownership <1% of shares outstanding . |
| Unvested RSUs | 42,956 unvested RSUs outstanding (4/5/2024 grant); vesting per schedule above . |
| PSUs Outstanding | 85,910 (maximum basis disclosure for 2024–2026 cycle) with target of 42,955; performance‑contingent . |
| Stock Options | None disclosed for Pawlowski (no options listed in Outstanding Equity Awards table) . |
| Ownership Guidelines | President & COO required to hold 3× base salary; measured on average closing price; 5‑year compliance window . |
| Compliance Status | As of Oct 31, 2024, all then‑NEOs exceeded required holdings except Mr. Pawlowski (joined April 2024) . |
| Hedging/Pledging | Hedging prohibited by policy; proxy footnotes list pledged shares for other insiders but do not attribute any pledging to Mr. Pawlowski . |
Employment Terms
| Provision | Terms for Pawlowski |
|---|---|
| Plan Coverage | Executive Severance Plan (adopted Aug 7, 2023) . |
| Severance (non‑CIC) | 1.0× (base salary + target bonus) lump sum; up to 12 months COBRA; pro‑rata vesting of time‑based equity; PSUs vest pro‑rata at actual performance; 12‑month option exercise window . |
| Severance (CIC; double‑trigger) | 1.5× (base salary + target bonus) lump sum; up to 12 months COBRA; full vesting of time‑based equity; PSUs at target; 12‑month option exercise window . |
| Restrictive Covenants | 24‑month non‑solicitation as condition to severance . |
| Clawback | SEC‑compliant mandatory recoupment policy for incentive compensation upon accounting restatements . |
| Estimated Payouts (as of 10/31/2024) | CIC Qualifying Termination: Cash $1,800,000; Health $64,046; Equity $1,013,750; Total $2,877,796. Non‑CIC Qualifying Termination: Cash $1,200,000; Health $64,046; Equity $434,655; Total $1,698,701. Death/Disability: Health $2,234,046; Equity $168,956; Total $2,403,002 . |
Additional Compensation & Perquisites (FY2024)
- Sign‑on cash bonus of $125,000, earned in two tranches at 3 and 6 months of service; relocation benefits including temporary housing and reimbursed expenses (with related tax gross‑up); biweekly car allowance and company‑paid health premiums, consistent with executive peers .
- “All Other Compensation” totaled $222,663 in FY2024, reflecting relocation payments and benefits, tax gross‑up on relocation, health insurance premiums, and car allowance .
Governance, Pay Practices, and Say‑on‑Pay
- Robust stock ownership guidelines (CEO 5×; CFO/President/COO 3×; other Section 16 officers/SVPs 1×), insider trading and hedging restrictions, set equity grant timing, trailing 30‑day price to determine share quantities, no tax gross‑ups (except relocation), and clawback policy compliant with SEC rules .
- FY2024 Say‑on‑Pay support was approximately 97.34%, signaling strong shareholder endorsement of the compensation program’s design and outcomes .
Vesting Schedules and Near‑Term Supply
| Award | Next Vest Date | Shares |
|---|---|---|
| RSUs (4/5/2024 grant) | 4/5/2025 | 14,318 |
| RSUs (4/5/2024 grant) | 4/5/2026 | 14,319 |
| RSUs (4/5/2024 grant) | 4/5/2027 | 14,319 |
| PSUs (2024–2026 cycle) | Performance period ends 10/31/2026; cliff vesting subject to performance | 42,955 target (85,910 max) |
Note: All vesting remains subject to continued service (for RSUs) and to performance certification (for PSUs). No stock options are outstanding for Mr. Pawlowski, and as of 10/31/2024, all outstanding company stock options were underwater at a closing price of $11.80 (context for overall option overhang) .
Performance & Track Record (Company context overlapping tenure)
- FY2024 revenue $1.23B (+29% y/y), Adjusted EBITDA $107.8M (+123% y/y), net income $36.7M, CFO $93.4M; strength led by Marketing & Distribution and Blueberries; International Farming faced El Niño‑related challenges .
- FY2024 Pay‑vs‑Performance: TSR value 89.5 (on $100 base), with Adjusted EBITDA of $107.8M and net income $36.7M .
Related Party Transactions / Conflicts
- The 8‑K appointment filing states no arrangements or family relationships for Mr. Pawlowski and no Item 404(a) related‑party transactions .
Compensation Structure Analysis
- Mix tilted to at‑risk: FY2024 LTI split 50/50 between PSUs and RSUs, with PSUs based on three‑year cumulative adjusted NI/share (payout 50%–200% of target) .
- FY2024 AIP excluded for the partial‑year hire but replaced with a formulaic guaranteed bonus and sign‑on cash; starting FY2025, AIP targets 100% of base salary, aligning CEO/C‑suite incentives to Adjusted EBITDA .
- Ownership alignment: guideline at 3× salary; as a new hire he had not yet met the guideline as of FY2024 measurement (within 5‑year window) .
Investment Implications
- Alignment and performance leverage: A 50/50 PSU/RSU LTI mix and FY2025 AIP at 100% of salary tie a material portion of compensation to multi‑year earnings quality and annual EBITDA delivery; PSU outcomes can scale to 200% at max performance, amplifying execution leverage .
- Near‑term supply: RSU vesting of 14,318 shares in April 2025 creates limited mechanical supply; PSU settlement in late 2026 depends on cumulative adjusted NI/share, moderating near‑term selling pressure risk versus pure RSUs .
- Downside protection and retention: Double‑trigger CIC treatment with 1.5× cash and full equity vesting at target supports retention through strategic events; non‑CIC pro‑rata equity treatment and 1.0× cash balance protection without excessive golden parachutes .
- Ownership guideline progress: New‑hire status (not yet at 3×) keeps a multi‑year runway for increased share ownership, improving long‑term alignment; hedging prohibited reduces misalignment risk .