Stephen J. Barnard - Chief Executive Officer | Mission Produce (AVO) Executive Profile & Compensation

About Stephen J. Barnard

Stephen J. Barnard founded Mission Produce in 1983 and has served as Chief Executive Officer since 1988; he also served as President from 1988–July 2022 and again from December 2023–April 1, 2024 . Age 72, he holds a B.S. in agricultural business management from California Polytechnic State University, San Luis Obispo . Under his leadership, FY 2024 Adjusted EBITDA was $107.8 million and net income $36.7 million, with TSR value at $89.5; FY 2023 Adjusted EBITDA was $48.4 million with net loss $(2.8) million and TSR $71.3; FY 2022 Adjusted EBITDA was $47.6 million with net loss $(34.6) million and TSR $126.2; FY 2021 Adjusted EBITDA was $85.3 million with net income $44.9 million and TSR $144.0 . Pay-for-performance linkage emphasizes Adjusted EBITDA (annual cash incentive) and cumulative adjusted net income per share (three-year PSUs) .

Past Roles

Organization	Role	Years	Strategic Impact
Mission Produce	Founder	1983–present	Built a global avocado platform and led growth and industry leadership .
Mission Produce	Chief Executive Officer	1988–present	Long-tenured CEO overseeing strategy, operations, and performance .
Mission Produce	President	1988–Jul 2022; Dec 2023–Apr 2024	Executive continuity; bridged leadership until COO/President appointment .
Santa Clara Produce, Inc.	Lettuce and avocado divisions	Pre-1983	Industry operating experience prior to founding Mission .

External Roles

Organization	Role	Years	Notes
International Fresh Produce Association	At-large Director	Not disclosed	Ongoing industry leadership and network influence .
Cal Poly Foundation	Director	Not disclosed	Academic/industry linkage and community ties .
Produce Marketing Association (PMA)	Chairman (prior)	Not disclosed	Former industry chair role .
Western Growers Association	Chairman (prior)	Not disclosed	Former industry chair role .
California Avocado Commission	Director (prior)	Not disclosed	Sector governance exposure .
Sunkist Growers	Director (prior)	Not disclosed	Broader produce industry governance .

Fixed Compensation

Metric ($)	FY 2022	FY 2023	FY 2024
Base Salary	771,164	775,008	795,210
Target Annual Bonus (% of base)	100%	100%	100%
Actual Annual Bonus (Non-Equity Incentive)	—	—	1,376,034
All Other Compensation	77,653	82,473	91,263
Total Compensation	2,670,018	2,575,284	3,500,819

Notes:

FY 2024 annual cash incentive was approved at 172% of target based on company achievement at 136% of target; CEO payout range up to 200% of target .

Performance Compensation

2024 Equity Grants (RSUs and PSUs)

Grant Type	Grant Date	Shares (#)	Grant-Date Fair Value ($)
PSUs (cumulative adjusted net income per share over FY2024–FY2026)	1/5/2024	61,792	619,156
RSUs (time-vested, 3-year ratable)	1/5/2024	61,792	619,156
Total 2024 Equity Value	—	—	1,238,312

Annual Cash Incentive – FY 2024

Metric	Weighting	Target	Actual	Payout
Adjusted EBITDA (Company)	100%	100% of base salary	136% of target metric	172% of target bonus opportunity

PSU Design and Outcomes

PSU Cohort	Performance Period	Metric	Threshold	Target	Maximum	Payout Outcome
2022–2024	Nov 1, 2021–Oct 31, 2024	Cumulative adjusted net income per share	70% ⇒ 50% of target	100% ⇒ 100% of target	130% ⇒ 200% of target	0% earned (below threshold)
2023–2025	Nov 1, 2022–Oct 31, 2025	Cumulative adjusted net income per share	70% ⇒ 50%	100% ⇒ 100%	130% ⇒ 200%	Table reflects 200% max disclosure as est. slightly above target as of 10/31/24 (SEC requirement)
2024–2026	Nov 1, 2023–Oct 31, 2026	Cumulative adjusted net income per share	70% ⇒ 50%	100% ⇒ 100%	130% ⇒ 200%	Ongoing; vests at end of period

Equity Ownership & Alignment

Beneficial Ownership and Alignment Policies

Item	Detail
Total Common Stock Beneficially Owned	5,319,420 shares; 7.48% of outstanding .
Breakdown	82,745 direct; 50,062 via Barnard Properties, LLC; 1,784,794 via Shelly R. Barnard GT Trust; 1,784,794 via Stephen J. Barnard GT Trust; 1,699,770 vested options .
Pledging	125,000 shares pledged by each of the Stephen J. Barnard GT Trust and Shelly R. Barnard GT Trust (red flag) .
Executive Ownership Guidelines	CEO 5x annual base salary; compliance assessed annually; as of 10/31/24, all then NEOs exceeded required levels (except new hire COO) .
Hedging	Prohibited for employees and directors under Insider Trading Policy .

Outstanding Equity Awards (as of Oct 31, 2024)

Instrument	Quantity	Terms	Market/Value Basis
Stock Options (Exercisable)	1,699,770	$13.74 strike; expires 7/9/2029	RSU/PSU market values calculated at $11.80 close on 10/31/24; options would be out-of-the-money at that price .
Unvested RSUs	146,422	See schedule below	Market value $1,727,780 at $11.80 .
Unearned PSUs (2023–2025)	115,774	Payout curve 50–200% of target	Market/payout value $1,366,133 (at date basis) .
Unearned PSUs (2024–2026)	123,584	Payout curve 50–200% of target	Market/payout value $1,458,291 (at date basis) .

RSU Vesting Schedule (CEO)

Grant Date	Future Vesting Dates	Shares Vesting
1/3/2022	1/3/2025	26,743
1/6/2023	1/6/2025; 1/6/2026	28,943; 28,944
1/5/2024	1/5/2025; 1/5/2026; 1/5/2027	20,597; 20,597; 20,598

Employment Terms

Term	Provision
Agreement Term	5-year initial term from Aug 7, 2023; auto-renews one year unless 180 days prior notice .
Base Salary Floor	At least $775,000 .
Annual Bonus Opportunity	Target 100% of base; maximum 200% .
Long-Term Incentives	Eligible for equity/other LTIs per Compensation Committee approvals .
Severance (Non-CIC)	2.0x base + target bonus; 12 months COBRA; pro-rata vesting of outstanding awards based on service and actual performance (for performance awards) .
Severance (CIC Period)	2.0x base + target bonus; 12 months COBRA; full vesting; performance awards at target; options exercisable for 12 months post-termination .
Estimated Payments (as of Oct 31, 2024)	CIC Qualifying Termination: Cash $3,200,000; Health $45,451; Equity $3,139,992; Total $6,385,443 . Non-CIC Qualifying Termination: Cash $3,200,000; Health $45,451; Equity $1,715,470; Total $4,960,921 .
Restrictive Covenants	24-month non-solicit; release required for severance .
Clawback Policy	Mandatory recoupment for “Big R” and “little r” restatements; three-year lookback; no-fault standard .
Hedging Restrictions	Hedging prohibited .
Tax Gross-Ups	None on perquisites; no severance/CIC gross-ups .

Board Governance

Board seat and independence: Barnard is a Class III director, not independent due to company purchases of avocados from farms owned by him/Barnard Properties exceeding Nasdaq categorical thresholds; transactions conducted at market prices . He is not Chairman; the Chairman is Stephen A. Beebe .
Committee roles: No committee memberships listed for Barnard; standing committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent .
Attendance: The Board met five times in FY 2024; all directors attended at least 75% of meetings .
Director compensation: Barnard receives no additional director compensation; CEO pay is reported solely in NEO tables .
Say-on-Pay: 2024 shareholder support was ~97.34%, indicating strong alignment perceptions .

Compensation Committee Analysis

Element	Detail
Consultant	Pearl Meyer engaged; determined independent; scope included peer group, plan design, benchmarking, pay-for-performance analytics .
Design Philosophy	Emphasis on variable at-risk pay; rigorous targets; 50/50 RSU/PSU split in 2024 (increased PSU weighting vs prior years) .
Peer Group (2024)	Includes Calavo Growers, Fresh Del Monte, Hain Celestial, Simply Good Foods, Utz Brands, Vita Coco, Vital Farms, Westrock Coffee, etc.; median revenue ~$1,188mm; Company positioned at 41st percentile revenue, 23rd percentile market cap as of June 2023 .
Best Practices	Strong ownership guidelines; hedging prohibited; clawback; preset grant dates; no option repricing; no gross-ups; double-trigger equity acceleration .

Related Party and Risk Indicators

Related party transactions: Non-independence stems from produce purchases from Mr. Barnard-owned farms/Barnard Properties at market prices; amounts exceed Nasdaq categorical independence thresholds .
Pledging: 125,000 shares pledged in each of two Barnard trusts (alignment risk for collateral-driven selling) .
Hedging: Explicitly prohibited for executives/directors .
Options: 1.7 million vested options at $13.74 strike expiring 7/9/2029; as of 10/31/24 price basis ($11.80), options were out-of-the-money (no intrinsic value) .
PSU rigor: 2022–2024 PSUs paid 0% (below threshold), evidencing performance gating .

Equity Ownership & Alignment – Summary Table

Metric	Value
Ownership (shares)	5,319,420 total .
Ownership (%)	7.48% of 71,071,752 outstanding .
Vested Options	1,699,770 .
Unvested RSUs	146,422; market value $1,727,780 at $11.80 .
Unearned PSUs	239,358 total across 2023–2025 and 2024–2026 cohorts; payout curve 50–200% .
Pledged Shares	250,000 total across two trusts .
Ownership Guideline	5x base salary; Company reports CEO exceeds requirement as of 10/31/24 .

Performance & Track Record

Year	PEO Total Comp ($)	Compensation Actually Paid to PEO ($)	TSR ($ value of $100)	Net Income ($mm)	Adjusted EBITDA ($mm)
FY 2021	1,266,091	5,043,593	144.0	44.9	85.3
FY 2022	2,670,018	1,450,041	126.2	(34.6)	47.6
FY 2023	2,575,284	(477,343)	71.3	(2.8)	48.4
FY 2024	3,500,819	4,722,779	89.5	36.7	107.8

Employment & Contracts – Additional Details

Clause	Economics / Terms
CIC Equity Treatment	Full vesting; PSUs at target; options exercisable 12 months post-termination .
Non-CIC Equity Treatment	Pro-rata vesting based on service; PSUs based on actual performance .
COBRA	12 months company-paid premiums for qualifying terminations .
Release	Severance conditioned on release and non-revocation .

Board Service History and Dual-Role Implications

Barnard is a long-serving director (since founding) and CEO; he is not independent, and the Board’s Chair is an independent director (Stephen A. Beebe), which mitigates CEO-Chair concentration risks .
The Board reports 75% independence among directors; all standing committees are independent and chaired by independent directors (Audit—Bonnie C. Lind; Compensation—Linda B. Segre; Nominating—Stephen A. Beebe), reducing governance risk from the CEO’s dual role as management and director .

Investment Implications

Pay-for-performance is credible: CEO annual bonus tied 100% to Adjusted EBITDA with a formulaic payout; three-year PSUs tied to cumulative adjusted net income per share; 2022–2024 PSUs paid 0%, demonstrating real downside if targets miss .
Retention and selling pressure: Material RSU tranches vest annually through 2027 and sizable vested options exist but were out-of-the-money at $11.80 (10/31/24), limiting near-term exercise pressure; watch PSU trajectory for 2023–2025 and 2024–2026 cohorts, and RSU vest dates for potential tax-driven sells .
Alignment is strong but with a pledging caveat: CEO owns 7.48% of shares outstanding and exceeds ownership guidelines; however, pledged shares in two trusts introduce collateral risk in adverse markets (monitor for changes in pledging and any 10b5-1 plan disclosures) .
Change-in-control economics: Double-trigger equity acceleration and 2x cash multiple create meaningful CIC payout asymmetry; in a strategic event, equity acceleration could be a near-term stock overhang or alignment lever depending on expected PSU target conversion .
Governance posture: Independent chair and fully independent committees, rigorous compensation practices (no gross-ups, clawback, hedging ban), and strong say-on-pay support (97.34%) reduce governance risk; related-party produce purchases drive non-independence classification for CEO, meriting ongoing audit and disclosure scrutiny .