Farha Aslam
About Farha Aslam
Farha Aslam is Chair of the Board of Directors at Calavo Growers (CVGW), serving as a director since 2021; she is age 56 per the 2025 proxy and is deemed independent under NASDAQ rules . She is Founder and Managing Partner of Crescent House Capital (since 2019) and previously was Managing Director leading Stephens Inc.’s food and agribusiness equity research team (2004–2018), with prior roles at Merrill Lynch (Vice President) and UBS (Risk Management Advisor); the Nom/ESG Committee and Board cite her financial expertise and strategic advisory experience as key qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescent House Capital | Founder & Managing Partner | Since 2019 | Strategic advisory; financial expert designation in CVGW biography |
| Stephens Inc. | Managing Director; led food & agribusiness equity research | 2004–2018 | Led sector equity research team |
| Merrill Lynch | Vice President | Not disclosed | Finance background |
| UBS | Risk Management Advisor | Not disclosed | Risk management expertise |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Pilgrim’s Pride Corporation (Nasdaq: PPC) | Director | Not disclosed | Public company directorship |
| Green Plains Inc (Nasdaq: GPRE) | Director | Not disclosed | Public company directorship |
| AdvanSix Inc (NYSE: ASIX) | Director | Not disclosed | Public company directorship |
Board Governance
- Board Chair: The 2025 proxy is signed by Farha Aslam as Chair of the Board; Calavo separates the CEO and Board Chair roles to balance oversight and management focus .
- Independence: The Board determined Ms. Aslam is independent under NASDAQ rules; past interim/executive service and compensation were evaluated and not deemed to impair independent judgment .
- Committee memberships: Aslam serves on the Nominating, Governance & Sustainability Committee and the Compensation Committee; she is listed as a member (“*”) of both in the FY2024 committee matrix .
- Attendance: In 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 .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating, Governance & Sustainability | Member | 4 |
| Compensation | Member | 5 |
| Audit | Not a member | 6 |
| Executive | Not listed as member in FY2024 matrix | 0 |
| Board of Directors | Director (Chair as of 2025) | 13 Board meetings; ≥75% attendance for each director |
Fixed Compensation
- Director fee structure (FY2024): Base cash retainer $70,000; Chair and committee premiums as below; target annual equity grant $120,000 grant-date value .
| Component | Amount ($) |
|---|---|
| Annual Retainer for Board Members | $70,000 |
| Board Chairman Retainer | $40,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $12,000 |
| Nom/ESG Committee Chair | $10,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Member | $6,000 |
| Nom/ESG Committee Member | $5,000 |
| Executive Committee Member | $4,000 |
| Target Annual Equity Grant (Grant-Date Value) | $120,000 |
- Actual FY2024 director compensation for Farha Aslam:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $81,000 |
| Stock Awards (grant-date fair value) | $120,021 |
| Option Awards | — |
| Total | $201,021 |
- RSU grant details:
- FY2024: Granted 4,929 RSUs on Nov 1, 2023 (closing price $24.35); vested Nov 1, 2024; Aslam entered into an agreement to defer receipt of the vested shares .
- FY2025 cycle: Granted 2,220 RSUs on Nov 1, 2024 (closing price $27.03); will vest on the date of the 2025 Annual Meeting, subject to continued service; going forward, annual equity grants will occur after annual meeting with ~$120,000 grant-date value .
| Grant Type | Grant Date | RSUs (Shares) | Closing Price at Grant | Vest Date | Notes |
|---|---|---|---|---|---|
| Annual RSU (FY2024) | Nov 1, 2023 | 4,929 | $24.35 | Nov 1, 2024 | Deferred receipt of shares |
| Annual RSU (FY2025 cycle) | Nov 1, 2024 | 2,220 | $27.03 | Annual Meeting (Apr 23, 2025) | Time-based vesting; continued service |
Performance Compensation
- Director equity awards are time-based and not tied to performance metrics such as revenue growth, EBITDA, TSR, or ESG goals; vesting occurs on time schedules (e.g., Annual Meeting date) rather than performance outcomes .
| Element | Metric | Target | Result | Vesting Basis |
|---|---|---|---|---|
| Annual Non-Employee Director RSU | None disclosed | N/A | N/A | Time-based vesting (Annual Meeting) |
Executive pay metrics are tied to adjusted net income for FY2024, but this applies to NEOs, not directors; director pay remains fixed cash plus time-based equity grants .
Other Directorships & Interlocks
- Aslam’s current public company boards: Pilgrim’s Pride (PPC), Green Plains (GPRE), AdvanSix (ASIX) .
- Compensation Committee Interlocks: None — Aslam (with Holmgren, Helin) served on CVGW’s Compensation Committee; none were officers/employees while serving, and no relationships requiring Item 404 disclosure; no reciprocal interlocks with other companies’ compensation committees .
Expertise & Qualifications
- Financial expert and strategic adviser per CVGW’s Nom/ESG Committee and Board assessment, with deep food/agri value-chain expertise from buy-side/sell-side and advisory roles .
- Board leadership: Serves as independent Chair, supporting governance oversight and separation from CEO operational role .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Ownership Detail |
|---|---|---|---|
| Farha Aslam | 15,792 | <1.0% (star footnote) | Includes 7,792 common shares and 8,000 shares via options exercisable within 60 days |
| Options Outstanding (total) | 10,000 (As of FY2024-end) | N/A | Aslam held stock options to acquire 10,000 shares (vested/unvested mix) |
| Unvested RSUs | 2,220 (granted Nov 1, 2024) | N/A | Will vest on Annual Meeting date, subject to continued service |
| Pledging/Hedging | None indicated for Aslam | N/A | No pledge flagged for Aslam; note: another director (DiGregorio) pledged shares prior to anti-pledging policy |
- Stock Ownership Guidelines: Non-employee directors must own equity valued at least $320,000 by their fifth year (~460% of base retainer); all directors have satisfied or are on track (Mendizabal noted as on track); Aslam, appointed in 2021, is within the compliance horizon and covered by this policy .
Governance Assessment
- Independence and leadership: Aslam is independent and chairs the Board, with CVGW’s separated Chair/CEO structure supporting oversight; this is a positive governance signal for investors .
- Attendance and engagement: Board met 13 times in FY2024 with each director ≥75% attendance; committee cadence (Audit 6, Nom/ESG 4, Compensation 5) indicates active oversight; Aslam serves on two key committees .
- Pay-for-performance alignment (directors): Director compensation mix balances cash retainer ($70k) with equity (~$120k target), creating skin-in-the-game; Aslam’s deferral of RSU share receipt strengthens long-term alignment .
- Ownership alignment and risk controls: Stock ownership guidelines and anti-pledging policy reduce misalignment risks; no pledging noted for Aslam; no Item 404 related-party transactions involving Aslam; RSUs time-based and equity plan caps limit excessive awards .
- Compensation committee integrity: No interlocks or insider participation; use of independent consultant (Pay Governance) with explicit conflict-of-interest review concluded no conflicts; say-on-pay approval >96% in 2024 indicates broad shareholder support for compensation practices (relevant to overall governance tone) .
- RED FLAGS: None identified specific to Aslam; note that related-party transactions exist with CEO and another director for avocado marketing under customary agreements (not involving Aslam), which the Audit Committee oversees under a formal policy with pre-approval thresholds .
Overall, Aslam’s independent chairmanship, committee service (Compensation, Nom/ESG), external board experience, and equity alignment support investor confidence; absence of conflicts and strong governance processes (ownership guidelines, committee independence, consultant conflict checks) are positives .