Stephen A. Beebe - Chairman of the Board | Mission Produce (AVO) Executive Profile & Compensation

About Stephen A. Beebe

Independent Chairman of the Board at Mission Produce, Inc. (AVO); age 80; director since 1995, previously Chairman from 2003–2020 and re-appointed as independent Chairman at the 2024 annual meeting . Former President & CEO of J.R. Simplot Company (1993–2002); current Simplot director and Audit Committee member; JD, University of Idaho; Stanford Executive Program; Honorary Doctorate of Agricultural Science (University of Idaho) . Serves as Audit Committee member and Chair of the Nominating & Corporate Governance Committee at AVO; classified as independent under Nasdaq/SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
J.R. Simplot Company	President & CEO	1993–2002	Drove global expansions (Canada, Mexico, Australia, China, Europe)
United States Golf Association (USGA)	Executive Committee (retired); Chair/member of Audit and Equipment Standards Committees	n/a	Governance, audit leadership

External Roles

Organization	Role	Tenure	Committees/Impact
J.R. Simplot Company (private)	Director	Current	Audit Committee member
JRS Properties 111	Co‑manager	Current	Simplot family partnership oversight

Board Governance

Independence: Determined independent (one of six independent directors; 75% independent board) .
Leadership: Independent Chairman (separated CEO/Chair roles); no lead independent director needed while Chair is independent .
Committees:
- Audit Committee: Member (Chair: Bonnie C. Lind; met 4 times in FY2024) .
- Nominating & Corporate Governance Committee: Chair (met 4 times in FY2024) .
Attendance and engagement: Board met 5 times in FY2024; all directors attended at least 75% of Board/committee meetings; annual meeting attendance policy (6 of 8 attended in 2024) .
Evaluations and education: Oversees annual Board/committee evaluations and director education through the Nominating & Corporate Governance Committee .
Executive sessions and governance practices: Regular executive sessions; strong governance guidelines and committee charters .

Fixed Compensation (Director)

Component	Policy/Amount	FY2024 Actual (Beebe)
Board Cash Retainer	$60,000 annual (paid quarterly; pro-rated)	$76,875 fees earned (includes committee retainers; only paid if meeting attended in quarter)
Committee Chair Retainers	Audit $15,000; Comp $10,000; Nominating $10,000	Included in cash; as Nominating Chair
Committee Member Retainers	Audit $7,500; Comp $5,000; Nominating $5,000	Included (Audit member)
Meeting Fees	Policy: committee retainers paid only if meetings attended in quarter	Reflected in cash earned

Performance Compensation (Director)

Equity Type	Grant Date	Quantity	Fair Value at Grant	Vesting	Performance Link
RSUs (Annual)	Apr 11, 2024	8,475	$97,208 (per director; $11.47 close)	Full vest on earlier of 1 year or next annual meeting; accelerates on CoC	None (time‑based)
RSUs (Chairman additional)	Apr 11, 2024	3,390	Included in $136,092 total stock awards for Beebe	Same as above	None (time‑based)

FY2024 total director equity for Beebe: $136,092 (8,475 RSUs + 3,390 Chairman RSUs at $11.47 close) .

Other Directorships & Interlocks

Company	Public/Private	Role	Potential Interlock/Conflict
J.R. Simplot Company	Private	Director; Audit Committee member	None disclosed as related party with AVO; no transactions cited
JRS Properties 111	Private	Co‑manager	No related-party exposure disclosed with AVO

Expertise & Qualifications

Agribusiness leadership, international expansion, operations, finance/tax, governance; legal credentials (JD), audit oversight experience .
Board skills matrix shows Beebe with senior leadership, food/agriculture, international, operations, finance/tax, HR/compensation, and prior board experience .

Equity Ownership

Measure	Value	Notes
Total beneficial ownership	156,461 shares	<1% of outstanding (71,071,752 shares)
Ownership breakdown	13,361 direct; 63,699 (Debra Beebe Bypass Trust); 67,536 (Stephen & Debra Beebe Family Trust); 11,865 RSUs vesting within 60 days of 2/11/2025	Deferred RSUs not included in total shares: 17,282 (vested but deferred)
Pledging/Hedging	No pledges disclosed for Beebe; company prohibits hedging/short sales
Director ownership guideline	5x annual cash retainer ($300,000)	Beebe exceeded guideline at measurement date; only Sarsam pending compliance

Governance Assessment

Positives
- Independent Chairman with deep agribusiness operating experience; separation of Chair/CEO enhances oversight .
- Active committee leadership (Nominating Chair; Audit member) with robust evaluation and succession oversight, and strong ERM coverage via committees .
- Strong director ownership guidelines; Beebe exceeds requirements; RSUs are time-based, avoiding short-term risk-taking .
- Attendance thresholds met; structured director compensation with pay‑for‑participation on committee retainers (paid only if meeting attended) .
- High Say‑on‑Pay support (97.34%), signaling investor confidence in compensation governance .
Watch items / potential red flags
- Very long tenure (since 1995) increases entrenchment risk despite current independence and refreshment efforts .
- Significant insider ownership concentration across the board (directors and officers collectively 35.41%), requiring continued independent oversight vigilance .
- Company-wide related party transactions exist for other directors (Barnard/Gonzalez), though none disclosed for Beebe; continued monitoring advisable .

Director Compensation (FY2024 Summary – Beebe)

Fees earned in cash ($)	Stock awards ($)	Total ($)
76,875	136,092	212,967

Board Governance Details (Committee Assignments)

Committee	Role	FY2024 Meetings
Audit	Member	4 meetings
Nominating & Corporate Governance	Chair	4 meetings

Independence, Attendance, and Engagement

Independent director per annual review; all standing committees fully independent .
Board met 5 times; all directors ≥75% attendance; annual meeting attendance policy emphasized .
Governance best practices include regular executive sessions; strong charters and guidelines .