Luis A. Gonzalez
Mission ProduceAbout Luis A. Gonzalez
Independent director nominee for Class II; age 74; on Mission Produce’s board since 2011. Background includes founding major Peruvian agro-industrial companies (Austral Group S.A. and Camposol S.A.), co-founding Grupo Arato (acquired by Mission in 2018), and serving as a private investor in real estate and other ventures; honored by the President of Peru with the “Comendador por Servicios Distinguidos” medal in 2007; studied mechanical engineering at Saarbrücken Fachhochschule, Germany . The Board has determined he is not independent due to material related-party transactions with AgroLatam, a company he owns .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austral Group S.A. (Peru) | Founder | Not disclosed | Built second-largest fishing/marine-based food producer in Peru |
| Camposol S.A. (Peru) | Founder | Not disclosed | Leading agroindustrial company in Peru |
| Grupo Arato | Co-founder | 2011 | Acquired by Mission in 2018; alignment with AVO’s Peru operations |
| Mission’s Peruvian subsidiaries (Grupo Arato Holding S.A.C., Beggie Peru S.A., Arato Peru S.A., Inversiones Agricolas Olmos S.A.C., Avocado Packing Company S.A.C.) | Director | Until Nov 24, 2021 | Governance experience in local operating entities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AgroLatam | Owner | Current | Counterparty to AVO’s 25-year lease (~$60M undiscounted); $2.0M paid in FY2024; AVO also purchased ~20 hectares for $0.2M in April 2023 |
Board Governance
- Class II director; nominated for re-election at the 2025 annual meeting for a term expiring at the 2028 meeting .
- Independence: Not independent under Nasdaq rules due to related-party lease and land purchase with AgroLatam; Board independence is 75% overall; all committee members meet independence standards .
- Committee assignments: No standing committee roles listed (Audit, Compensation, Nominating & Corporate Governance) .
- Attendance: Board met five times in FY2024; all directors attended at least 75% of Board and committee meetings; six of eight directors attended the 2024 annual meeting (extenuating circumstances for absentees) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Policy adopted Sept 6, 2023; paid quarterly in arrears |
| Committee member retainer (Audit/Comp/Nominating) | $7,500 / $5,000 / $5,000 | Only paid if the director attends the meeting in the quarter; not applicable if no committee roles |
| Committee chair retainer (Audit/Comp/Nominating) | $15,000 / $10,000 / $10,000 | In lieu of member retainer; not applicable |
| 2024 cash fees (actual) | $60,000 | Reported for FY2024 |
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU grant | Apr 11, 2024 | 8,475 | $97,208 | Vests in full on earlier of one-year from grant or next annual meeting; full vest on change-in-control |
- Grant sizing uses trailing 30-day average stock price; ASC 718 fair value uses closing price ($11.47 on grant date for FY2024 grants) .
- No director performance metrics; RSUs are time-based; directors may elect to defer equity under the Nonqualified Deferred Compensation Plan (no deferral disclosed for Gonzalez) .
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | — |
- Related-party exposure: AVO’s partially owned subsidiary entered a 25-year lease with AgroLatam (owned by Gonzalez) for ~1,500 acres in Olmos to expand blueberries; ~$60M undiscounted lease payments; $2.0M paid in FY2024; AVO purchased ~20 hectares from AgroLatam for $0.2M in April 2023 .
- Independence explicitly denied due to amounts exceeding Nasdaq categorical standards .
Expertise & Qualifications
- Deep avocado/agroindustrial sector experience with first-hand knowledge of farming and packing operations in Peru; Board cited leadership experience and operational expertise as qualifications .
- Education: Mechanical engineering at Saarbrücken Fachhochschule, Germany .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Shares held directly | 23,948 | As of Feb 11, 2025 footnote disclosure |
| RSUs scheduled to vest within 60 days (2/11/2025) | 8,475 | FY2024 director grant |
| Indirect – Beldar Enterprises | 7,175,319 | Gonzalez and Ms. Vallejos Hinojosa share voting/dispositive power; Gonzalez disclaims pecuniary interest |
| Indirect – Corp SA 1 | 310,000 | Shared voting/dispositive power; shared pecuniary interest during lifetime |
| Indirect – Corp SA 2 | 256,722 | Shared voting/dispositive power; shared pecuniary interest during lifetime |
| Indirect – Corp SA 3 | 310,000 | Shared voting/dispositive power; shared pecuniary interest during lifetime |
| Indirect – Corp SA 4 | 111,000 | Shared voting/dispositive power; shared pecuniary interest during lifetime |
- Director stock ownership guidelines: Five times annual cash retainer ($300,000); expected compliance within 5 years; all non-employee directors exceeded at FY2024 year-end except Mr. Sarsam (appointed 2023) .
Governance Assessment
- Independence and Conflicts: Not independent due to a significant related-party lease and land purchase with AgroLatam; the lease is long-term (25 years) and sizable (~$60M undiscounted), representing a potential conflict of interest and supply chain dependency. RED FLAG: Related-party transactions with an entity owned by the director that exceed Nasdaq independence thresholds .
- Committee Effectiveness: No committee assignments, which limits direct influence over audit/compensation/nominating oversight; consistent with non-independence status .
- Attendance and Engagement: Board-wide attendance standard met (≥75% of meetings); Board held five meetings in FY2024; annual meeting attendance was high (6/8 directors) . While individual percentages are not disclosed, there is no attendance-related red flag.
- Compensation Alignment: Cash retainer ($60,000) plus time-based RSUs ($100,000 target; $97,208 reported FY2024) is standard market practice; RSUs vest on tenure or annual meeting date, with CoC acceleration—no risk-based performance metrics, but ownership guidelines enforce alignment; no deferred compensation election disclosed for Gonzalez .
- Ownership and Influence: Significant indirect holdings through entities with shared voting/dispositive power; Gonzalez disclaims pecuniary interest in Beldar Enterprises but has shared pecuniary interest in Corp SA 1–4; governance complexity warrants monitoring. Signal: High insider-affiliated holdings combined with related-party transactions increases perceived conflict risk .
- Overall signal for investors: Strong domain expertise in Peru agro-industrial operations, but independence impairment and material related-party lease are governance risk factors; limited committee involvement mitigates direct oversight influence, while stock ownership guidelines and Board evaluation practices provide some alignment and process discipline .