B. John Lindeman
About B. John Lindeman
B. John Lindeman is age 55 and has served as a director of Calavo Growers, Inc. since 2024; he is a member of the Audit Committee and has been designated by the Board as an “audit committee financial expert” under SEC rules . He is currently Chief Executive Officer of Hydrofarm Holdings Group, Inc., and previously served as Hydrofarm’s Chief Financial Officer (March 2020–December 2024) and Calavo’s Chief Financial Officer and Corporate Secretary (August 2015–March 2020); he is a Chartered Financial Analyst . For context on company performance, Calavo’s FY2024 total shareholder return index was $42.96 vs. peer group $57.46, Net Income was a loss of $1.024 million, and Adjusted Net Income was $18.678 million .
Calavo pay-versus-performance context:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company TSR ($100 initial value) | $60.84 | $53.82 | $40.19 | $42.96 |
| Peer Group TSR ($100 initial value) | $85.00 | $62.99 | $59.35 | $57.46 |
| Net Income (Loss) ($000) | $(11,922) | $(6,602) | $(7,967) | $(1,024) |
| Adjusted Net Income ($000) | $6,220 | $8,869 | $11,466 | $18,678 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. | Chief Executive Officer | 2024–present | Executive leadership and capital markets/finance expertise benefiting board oversight |
| Hydrofarm Holdings Group, Inc. | Chief Financial Officer | Mar 2020–Dec 2024 | Financial leadership experience; relevant to audit oversight |
| Calavo Growers, Inc. | Chief Financial Officer & Corporate Secretary | Aug 2015–Mar 2020 | Former executive officer; deep knowledge of Calavo’s operations and finance |
| PricewaterhouseCoopers LLP | Manager | 1996–1999 | Foundational accounting background; supports audit committee expertise |
External Roles
| Organization | Role | Years |
|---|---|---|
| Utz Brands, Inc. (NYSE: UTZ) | Director | Not disclosed |
| Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM) | Chief Executive Officer | 2024–present |
Board Governance
- Independence: The Board determined Lindeman is independent under NASDAQ rules, notwithstanding past service as an executive officer; he serves on the Audit Committee .
- Committee service: Audit Committee member; the Board identified him (and DiGregorio) as audit committee financial experts .
- Attendance: During FY2024 the Board held 13 meetings; each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Board leadership: Calavo separates Chair and CEO roles (Chair: Farha Aslam; CEO: Lecil Cole), emphasizing governance balance .
Fixed Compensation
Director compensation in FY2024 (amounts as reported in the Director Compensation Table):
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $32,292 |
| Stock Awards ($) | $53,075 |
| Option Awards ($) | $99,400 |
| Total ($) | $184,767 |
Program structure and standard retainers (FY2024):
| Item | FY2024 Terms |
|---|---|
| Annual Board Cash Retainer | $70,000 (paid quarterly; pro-rated for mid-year changes) |
| Audit Committee Member Fee | $7,500 |
| Target Annual Equity (Non-Employee Director) | $120,000 grant date value (FY2024: 4,929 RSUs on Nov 1, 2023; vest Nov 1, 2024) |
| Mid-year grant for Lindeman (upon joining) | 2,054 RSUs on Jun 3, 2024 (~$53,000; $25.84 share price); vested Nov 1, 2024 |
| FY2025 annual grant | 2,220 RSUs each director on Nov 1, 2024 (~$60,000; $27.03 share price); vest at Annual Meeting (Apr 23, 2025) |
Performance Compensation
Equity incentives and vesting mechanics (non-employee director awards):
| Award | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs (2,054 granted Jun 3, 2024) | Continued service | 100% | Service through vest date | Vested Nov 1, 2024; shares delivered (unless deferred) | Vest Nov 1, 2024 |
| RSUs (2,220 granted Nov 1, 2024) | Continued service | 100% | Service through Annual Meeting | Vests at Annual Meeting (subject to service) | Vest Apr 23, 2025 |
| Stock Option (10,000 granted Jun 3, 2024) | Continued service (time-based) | 100% | 5-year ratable vesting | Vests in equal annual increments over 5 years; each increment exercisable 5 years from vest date; exercise price $25.84 | Annually on grant anniversaries |
Compensation governance features:
- Clawback policy applies to incentive-based compensation tied to financial reporting measures; recovery over preceding 3 years if restatement occurs .
- Anti-hedging/anti-pledging policy prohibits hedging, short sales, and pledging by directors; limited grandfathered exceptions (e.g., DiGregorio pledge pre-2021) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Jan 31, 2025) | 6,645 shares; less than 1% of outstanding |
| Stock Options Held | 10,000 options (including vested and unvested) as of FY2024 year-end |
| Director Ownership Guidelines | Non-employee directors must own at least $320,000 of company equity by their fifth year; all have satisfied or are on track |
| Hedging/Pledging | Hedging and pledging prohibited; no pledge disclosed for Lindeman |
Upcoming vesting (potential near-term supply overhang):
- 2,220 RSUs granted Nov 1, 2024 vest on Annual Meeting date (Apr 23, 2025), subject to continued service; shares issued thereafter unless deferred .
Employment Terms
- No Calavo employment agreement is disclosed for Lindeman (non-employee director) .
- Equity plan change-in-control mechanics: Awards fully vest unless assumed or replaced on comparable terms; unexercisable options/SARs vest; RSUs/restricted shares vest; performance awards generally paid at target; subject to plan terms .
Plan governance/limitations:
- Awards generally cannot vest earlier than one year from grant (limited exceptions: death, disability, change in control) .
- Director annual compensation cap: $450,000; initial year cap $650,000 .
Other Directorships & Interlocks
- Lindeman serves on the board of Utz Brands, Inc. .
- Compensation peer group used for Calavo benchmarking includes Utz Brands, Inc., among others (developed by Pay Governance; approved May 2024) .
- The company discloses no compensation committee interlocks or insider participation; no reciprocal board/committee relationships requiring disclosure .
Peer group (excerpt):
- Utz Brands, Mission Produce, John B. Sanfilippo & Son, Westrock Coffee, MGP Ingredients, Tootsie Roll, SunOpta, Vita Coco, Vital Farms, Duckhorn, BRC Inc., Bridgford Foods, Limoneira .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| FY2024 Say-on-Pay vote | >96% approval (excluding abstentions and broker non-votes) |
Investment Implications
- Alignment: Lindeman’s beneficial ownership is modest today (6,645 shares; <1% of shares outstanding) with a structured path to increased ownership via RSUs and options; director ownership guidelines ($320,000 within five years) apply and are tracked by the Board, with non-employee directors on track to comply . Anti-hedging/anti-pledging policy enhances alignment and reduces financing-related risk; no pledges disclosed for Lindeman .
- Near-term supply dynamics: 2,220 RSUs vest at the April 23, 2025 Annual Meeting, which can create incremental sellable float and potential minor selling pressure if recipients monetize shares; mechanics and timing are specified in the FY2025 grant .
- Governance quality: Independence affirmed despite past Calavo executive service; audit financial expert designation strengthens audit oversight. Board separation of Chair and CEO roles reduces dual-role governance risk .
- Conflict optics: Utz Brands is in Calavo’s compensation peer group while Lindeman serves on Utz’s board; although Calavo reports no compensation committee interlocks and Lindeman is not on Calavo’s compensation committee, this peer overlap warrants monitoring for perceived conflict or pay benchmarking bias risk .
- Incentive risk: Director equity awards are time/service-based (RSUs and time-vest options) without performance KPIs; company-level clawback provisions apply to incentive compensation linked to financial measures, but director RSUs/options are primarily service-based, limiting incentive-induced risk-taking .
Key takeaways: Lindeman brings relevant CFO/CEO credentials and audit expertise; equity ownership is increasing via scheduled vesting; strong anti-hedging/pledging and clawback policies support alignment; watch RSU vesting at the Annual Meeting for potential supply effects and monitor any optics from peer group overlap with Utz Brands. **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:21]** **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:10]** **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:16]** **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:44]** **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:41]** **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:38]** **[1133470_0001104659-25-019004_tm257756d6_def4a.htm:53]**