Adriana Mendizabal
About Adriana Mendizabal
Adriana Mendizabal, 60, is an independent director of Calavo Growers (CVGW) serving since 2022. She is Chair of the Nominating, Governance & Sustainability Committee and a member of the Audit Committee, with a blue‑chip operating background as Group President at Stanley Black & Decker since 2019 and prior senior roles at Nature’s Sunshine (President Americas & Global CMO, 2012–2019), Procter & Gamble, Johnson & Johnson, Visa, and Herbalife . The Board has determined she is independent under Nasdaq rules; during FY2024 the Board held 13 meetings and each director attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nature’s Sunshine Products | President, Americas; Global Chief Marketing & Innovations Officer | 2012–2019 | Led Americas business and global marketing/innovation agenda |
| Procter & Gamble; Johnson & Johnson; Visa; Herbalife | Senior leadership roles (marketing/operations) | Not disclosed | Global C‑suite/consumer and innovation experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker (NYSE: SWK) | Group President | 2019–Present | Multi‑billion P&L oversight; industrial/home improvement exposure |
| The Bank of New York Mellon Mexico | Independent Director | 2008–2015 | Audit & Risk Committee member |
| Other current U.S. public company boards | None | — | — |
Board Governance
- Independence: Independent director under Nasdaq standards .
- Committee assignments: Chair, Nominating, Governance & Sustainability; Member, Audit .
- Committee meeting load FY2024: Audit (6), Nom/Gov/ESG (4), Compensation (5) total committee meetings; she served on Audit and Nom/Gov/ESG .
- Attendance: Each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting (in person or virtually) .
- Board structure: Farha Aslam serves as independent Chair; CEO and Chair roles separated .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Standard for non‑employee directors |
| Chair fee – Nominating, Governance & Sustainability | $10,000 | Committee chair retainer |
| Audit Committee member fee | $7,500 | Member retainer |
| Total cash fees earned (FY2024) | $87,500 | As reported for Mendizabal |
| Target annual equity grant (grant date value) | $120,000 | RSUs; Nov 1, 2023 grant for FY2024 cycle |
Performance Compensation
Directors receive time‑based RSUs (service‑vesting, no performance metrics). Option grants to directors are limited and subject to shareholder‑approved plan caps .
| Equity Award | Grant Date | Shares/Units | Grant Date FMV | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | Nov 1, 2023 | 4,929 | $120,021 | Vested Nov 1, 2024 (one‑year service vest) |
| RSUs (annual grant) | Nov 1, 2024 | 2,220 | $60,000 | Vest at 2025 Annual Meeting, subject to continued service |
| Stock options (holding) | — | See Ownership | — | She held 10,000 options as of FY2024 year‑end; see Ownership section |
No performance metrics apply to non‑employee director equity; awards vest on service and are subject to clawback and anti‑repricing protections per the 2020 Plan and policy .
Other Directorships & Interlocks
| Type | Entity | Status |
|---|---|---|
| Current public company boards | None | |
| Prior public/regulated boards | The Bank of New York Mellon Mexico (Independent Director; Audit & Risk) | 2008–2015 |
| Identified interlocks/overlaps with CVGW customers/suppliers | None disclosed | — |
Expertise & Qualifications
- Global C‑suite operator across consumer, financial services, industrials; scaled to $9B revenue responsibilities .
- Governance leadership as Nom/Gov/ESG Chair; Audit Committee member (Board identifies two audit committee financial experts—DiGregorio and Lindeman—not including Mendizabal) .
- Sustainability oversight via committee remit (sustainability goals, reporting, ESG risk) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (Jan 31, 2025) | 17,221 shares | <1% of outstanding |
| Breakdown | 11,221 common; 6,000 options | Options included are exercisable within 60 days for beneficial ownership |
| Options held (including unvested), FY2024 year‑end | 10,000 options | Director option holdings as of last day of FY2024 |
| Ownership guidelines | $320,000 within 5 years | Non‑employee directors must reach $320k; Mendizabal “on track” (appointed Dec 2021) |
| Hedging/pledging | Prohibited by policy | Anti‑hedging/anti‑pledging policy in place |
| Shares pledged | None disclosed | Only DiGregorio had a legacy pledge (pre‑policy); not Mendizabal |
Governance Assessment
- Strengths: Independent; chairs Nom/Gov/ESG; Audit member; meets attendance expectations; equity‑based director pay aligns with shareholders; subject to robust stock ownership guidelines, clawback, and anti‑hedging/pledging policies .
- Compensation alignment: FY2024 mix ~42% cash ($87.5k) and ~58% equity ($120k) promotes long‑term alignment; within plan caps ($450k per year; $650k first‑year) .
- Shareholder sentiment: Say‑on‑pay support exceeded 96% at the 2024 Annual Meeting, indicating positive investor feedback on compensation governance (company‑wide signal) .
- Conflicts/related‑party exposure: None disclosed for Mendizabal; related‑party avocado marketing agreements in FY2024 involved the CEO and another director, reviewed under policy; no amounts due at year‑end .
- RED FLAGS: None identified specific to Mendizabal (no hedging/pledging, no related‑party transactions, independent status, satisfactory attendance, standard director compensation structure) .
Director Compensation (FY2024)
| Category | Adriana Mendizabal ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 87,500 | Includes committee chair and member retainers |
| Stock Awards (RSUs) | 120,021 | 4,929 RSUs granted Nov 1, 2023; vested Nov 1, 2024 |
| Option Awards | — | No FY2024 option grant; holds legacy options (see Ownership) |
| Total | 207,521 | — |
Compensation Structure Signals
- Director pay framework: Annual $70k cash retainer plus committee/chair fees; target equity $120k; FY2025 transition to grants post‑AGM with $120k target; FY2025 interim Nov 1, 2024 grant at $60k to align timing shift .
- Plan safeguards: Non‑employee director total annual comp capped at $450k ($650k initial year); no option/SAR repricing without shareholder approval; awards subject to clawback and vesting minimums (1 year, limited exceptions) .
Say‑On‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval exceeded 96%; Committee uses independent consultant (Pay Governance) and annually reviews pay design/peers .
Compensation Committee Analysis (Context)
- Independence: All members of Compensation, Audit, and Nom/Gov/ESG committees are independent under Nasdaq rules .
- Consultant: Pay Governance engaged; independence confirmed; peer group of comparable staples/ag/agri/packaged food names used for benchmarking .
Related-Party Transactions (Board Context)
- Policy: Audit Committee reviews/approves related‑party transactions >$120k with defined criteria; limited standing pre‑approvals; chair can pre‑approve < $200k .
- FY2024 disclosed items: Avocado marketing payments to the CEO and one director under customary marketing agreements ($13.25M and $8.83M, respectively); none relate to Mendizabal .
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