Linda B. Segre
Mission ProduceAbout Linda B. Segre
Independent Class III director at Mission Produce, Inc. (AVO) since June 2020; age 64; current term expires at the 2026 annual meeting. Former EVP, Chief Strategy and People Officer at Diamond Foods; prior leadership roles include Managing Director at Google.org and Vice President/Managing Director of BCG’s San Francisco office. Education: BA in Economics with Academic Distinction (Stanford) and MBA (Stanford GSB). Serves as Chair of AVO’s Compensation Committee and member of the Nominating & Corporate Governance Committee; independence affirmed in the proxy’s board overview.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Foods, Inc. | EVP, Chief Strategy & People Officer | 2009–2016 | Senior leadership across strategy and human capital; food industry experience relevant to AVO. |
| Google.org | Managing Director | Not disclosed | Leadership in corporate philanthropy/strategy; cross-sector experience. |
| The Boston Consulting Group (San Francisco) | Vice President & Managing Director | Not disclosed | Led consulting office; strategy and operations expertise. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Topgolf Callaway Brands (NYSE: MODG) | Director | Current | Chair, Compensation & Management Succession; Member, Nominating & Corporate Governance. |
| Pecan Grove Farms & Nursery (Private) | Director | Since June 2019 | Board member; specialty agriculture exposure (pecans). |
| DAFgiving360 (formerly Schwab Charitable Fund) | Director | Since March 2018 | Board member; philanthropic governance. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; majority-independent board; 100% independent board committees. |
| Committees | Chair, Compensation; Member, Nominating & Corporate Governance. |
| Committee Activity | Compensation Committee met 4 times in FY2024; engaged independent consultant (Pearl Meyer), independence affirmed. |
| Attendance | Board held 5 meetings in FY2024; all directors attended at least 75% of Board/committee meetings where they served. |
| Tenure/Refreshment | Appointed 2020; Board emphasizes ongoing refreshment (38% appointed within last 5 years). |
| Leadership Structure | Separate Chair/CEO; independent Chairman since 2024; regular executive sessions. |
| Governance Policies | Annual evaluations; strong guidelines/charters; insider trading policy prohibits hedging by directors. |
Fixed Compensation
| Year (Fiscal) | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 70,000 | Reflects Board retainer ($60,000) plus committee retainers paid based on meeting attendance; Compensation Chair retainer is $10,000; Nominating member retainer $5,000 per policy. Actual fees earned totaled $70,000. |
| 2023 | 70,000 | Board retainer and committee fees; paid only if attending meetings in the applicable quarter. |
Director compensation program (effective Sept 6, 2023): Board cash retainer $60,000; Committee Chair retainers—Audit $15,000, Compensation $10,000, Nominating $10,000; Committee member retainers—Audit $7,500, Compensation $5,000, Nominating $5,000. Fees are paid quarterly and only if attending meetings.
Performance Compensation
| Year (Grant Date) | Equity Award Type | Shares/Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| 2024 (Apr 11, 2024) | RSUs | 8,475 RSUs; grant-date fair value $97,208 (based on $11.47 closing price) | Vests in full on 1-year anniversary or next annual meeting; service-contingent | Vests in full upon change in control of the Company under the 2020 Plan. |
| 2023 (Apr 13, 2023) | RSUs | 9,158 RSUs; grant-date fair value $102,112 (based on $11.15 closing price) | Same as above | Same as above. |
- No director options or PSUs are disclosed; director equity is time-vested RSUs (not performance-based).
- Compensation Committee oversees incentive recoupment policies; clawback applies to executive officers, not directors.
Other Directorships & Interlocks
| External Board | Potential Relationship with AVO | Conflict/Interlock Assessment |
|---|---|---|
| Topgolf Callaway Brands | Consumer leisure/brands; no disclosed commercial ties to AVO | Low apparent conflict; governance/comp experience additive. |
| Pecan Grove Farms & Nursery | Specialty agriculture (pecans) | Not a direct competitor to avocados; no related-party transactions disclosed. |
| DAFgiving360 | Philanthropy | No conflict indicated. |
Company policy requires Audit Committee approval/ratification of related-person transactions >$120,000; directors recuse if interested. No related-party transactions involving Ms. Segre are disclosed.
Expertise & Qualifications
- Cross-industry senior leadership in consumer/food/agriculture; human capital and strategy expertise (Diamond Foods).
- Board governance expertise; compensation chair experience at two public companies; oversight of pay equity and incentive plans.
- Strong academic credentials (Stanford BA with distinction; Stanford GSB MBA).
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Linda B. Segre | 46,079 | <1% | 37,604 shares directly held; 8,475 RSUs scheduled to vest within 60 days of Feb 11, 2025; 71,071,752 shares outstanding. |
Director Stock Ownership Guidelines: 5× annual cash retainer ($300,000) within 5 years of adoption (2021) or appointment; forms counting toward compliance include directly owned shares, indirect holdings with economic interest, unvested time-based RSUs, and deferred equity. All non-employee directors met guidelines at measurement except Mr. Sarsam (new appointee), implying Ms. Segre is in compliance.
Hedging/Pledging: Hedging of company stock prohibited under Insider Trading Policy; no pledging disclosed for Ms. Segre.
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Segre led a four-meeting cadence, engaged an independent consultant (Pearl Meyer), and oversees CEO/NEO pay, stock ownership compliance, and clawback policies—positive for pay discipline and independence.
- Director pay mix: Balanced cash/equity with equity fully time-based RSUs; annual grant ~$100,000; no options/PSUs for directors; vesting accelerates on change in control (common practice but may be scrutinized by governance-sensitive investors).
- Ownership alignment: Beneficial ownership plus RSUs and compliance with robust $300,000 guideline supports alignment; hedging prohibited, no pledging disclosed.
- Board effectiveness: Majority-independent board; separate Chair/CEO; regular executive sessions; strong evaluation and governance processes; attendance threshold met.
- Investor signals: 2024 Say-on-Pay support ~97.34% suggests investor confidence in compensation oversight (reflects broader program under Segre’s committee leadership).
- RED FLAGS: No mandatory retirement ages/term limits (could raise entrenchment concerns, though board refreshment noted); director RSU single-trigger vesting at change in control (common, but some investors prefer double-trigger).
Appendix: Director Compensation Detail (Context)
| Year (Fiscal) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 70,000 | 97,208 | 167,208 |
| 2023 | 70,000 | 102,112 | 172,112 |
- 2024 RSUs: 8,475 per director, granted Apr 11, 2024; grant-date closing price $11.47; uses trailing 30-day average for share count.
- 2023 RSUs: 9,158 per director, granted Apr 13, 2023; grant-date closing price $11.15; trailing 30-day average used for share count.
Notes on Committee Mandates (Compensation/Nominating)
- Compensation Committee mandate includes CEO pay setting, executive pay programs, director compensation recommendations, ownership guideline compliance, incentive recoupment (clawback), and pay risk assessments.
- Nominating & Corporate Governance Committee oversees director independence, board composition, corporate governance guidelines, board/committee evaluations, executive succession planning, and substantive sustainability matters.