J. Link Leavens
About J. Link Leavens
Independent director candidate biography: Director since 1987; age 73. President and CEO of Leavens Ranches, LLC since 1973; prior leadership roles include President of the Ventura County Farm Bureau and the Ventura County Resource Conservation District. Leavens Ranches has delivered avocados to Calavo since 1956. Served as Chairman of Calavo’s Board from January 2020 to January 2022. Other public company boards: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leavens Ranches, LLC | President & CEO | Since 1973 | Operates 1,200 acres of lemons, avocados and grapes; long-standing supplier to Calavo since 1956 |
| Calavo Growers, Inc. | Chairman of the Board | Jan 2020 – Jan 2022 | Led Board during period of governance transition; now serves on Executive Committee |
| Ventura County Farm Bureau | President | Not disclosed | Agricultural policy and industry leadership |
| Ventura County Resource Conservation District | President | Not disclosed | Environmental/resource stewardship leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards) | — | — | The proxy lists “None” for other public company boards |
| Leavens Ranches (private) | President & CEO | Since 1973 | Supplier relationship with Calavo under customary marketing agreements |
| Ventura County Farm Bureau | President | Not disclosed | Industry association leadership |
| Ventura County Resource Conservation District | President | Not disclosed | Conservation governance leadership |
Board Governance
- Committee memberships: Executive Committee member; not listed on Audit, Compensation, or Nominating/Governance/Sustainability committees .
- Independence: The Board determined seven of eight non‑employee director nominees are independent (Aslam, Brown, DiGregorio, Holmgren, Mendizabal, Hollister, Lindeman); Leavens is not among them (i.e., not independent under NASDAQ rules) .
- Attendance: The Board held 13 meetings in FY 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels (FY 2024): Executive 0 meetings; Audit 6; Nominating/Governance/Sustainability 4; Compensation 5 .
- Other public company directorships: none .
Fixed Compensation
| Component | FY2024 Details | Amount |
|---|---|---|
| Base cash retainer | Non‑employee director annual retainer | $70,000 |
| Executive Committee member fee | Annual fee for Executive Committee members | $4,000 |
| Total cash fees (Leavens) | Per Director Compensation Table | $74,000 |
| Equity grant (RSUs) | 4,929 RSUs granted Nov 1, 2023; grant date price $24.35; vested Nov 1, 2024 | $120,021 grant date fair value |
| Options (Leavens) | None disclosed; option holders listed exclude Leavens | — |
| Compensation caps | Non‑employee director total annual compensation cap $450,000; first year cap $650,000; equity awards ≤20,000 shares/fiscal year | Policy terms |
Performance Compensation
| Feature | Terms | Notes |
|---|---|---|
| Annual equity grant cadence (FY2025) | 2,220 RSUs granted Nov 1, 2024 (~$60,000); vest at Annual Meeting, subject to continued service | All nine non‑employee directors received this grant |
| Ongoing equity policy | Annual equity grant of ~$120,000 to be made the day after each Annual Meeting for elected/re‑elected directors | Forward policy |
| Vesting standard | Generally ≥1‑year minimum vest; exceptions for death, disability, change in control | 2020 Plan provisions |
| Clawback | Awards subject to clawback under SEC/NASDAQ rules and in the event of financial restatement | 2020 Plan provisions |
| Change‑in‑control | Awards fully vest unless assumed/replaced; if assumed and service terminated without cause post‑CIC, accelerated vesting may apply | 2020 Plan provisions |
| Performance metrics (director equity) | None disclosed; director RSUs vest based on time/service, not TSR or operating metrics | Program description |
Other Directorships & Interlocks
| Relationship | Description | Quantitative Detail |
|---|---|---|
| Supplier interlock | Leavens Ranches (controlled by Leavens) markets avocados through Calavo under customary agreements | Calavo paid $8,831,476 to Leavens (or affiliated entity) in FY ended Oct 31, 2024 |
| Pre‑approval policy | Audit Committee policy includes standing pre‑approval for avocados delivered by directors under customary marketing agreements | Policy scope detailed |
Expertise & Qualifications
- Deep agricultural operations expertise (lemons, avocados, grapes) with long‑standing grower relationship to Calavo; believed to provide valuable industry insight to Board deliberations .
- Prior leadership roles in local industry and conservation bodies (Farm Bureau; Resource Conservation District), indicating governance and stakeholder engagement experience .
- Former Calavo Chairman (2020–2022), providing institutional knowledge of company strategy and governance .
Equity Ownership
| Holder | Direct Shares | Indirect Shares (partnerships) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| J. Link Leavens | 83,379 | 282,572 | 365,951 | 2.0% (based on 17.8M shares as of Jan 31, 2025) |
| Pledging/Hedging | None disclosed for Leavens; pledge noted for another director (DiGregorio) only | — | ||
| Vested RSUs (FY2024 grant) | RSUs vested Nov 1, 2024; shares issued (except for two directors who deferred; Leavens not listed as deferring) | 4,929 RSUs vested and shares issued | ||
| Unvested RSUs (FY2025 grant) | 2,220 RSUs vest at Annual Meeting, subject to service | Grant on Nov 1, 2024 | ||
| Ownership guidelines | Non‑employee directors must own ≥$320,000 by year five; Board reports directors have satisfied or are on track | Requirement and compliance status |
Governance Assessment
- Independence and conflicts: Leavens is not classified as independent under NASDAQ rules (omitted from the Board’s list of seven independent nominees), with a material related‑party supplier relationship ($8.83M in FY2024) that the Audit Committee oversees via a formal related‑party policy and standing pre‑approval for director avocado deliveries. This is a potential conflict but mitigated by structured review and disclosure.
- Attendance/engagement: Met the minimum attendance threshold (≥75% of Board/committee meetings in FY2024); Board held 13 meetings; Executive Committee held none.
- Committee roles and influence: Membership confined to the Executive Committee; no service on Audit, Compensation, or Nominating/Governance/Sustainability, limiting involvement in financial reporting, pay decisions, and governance policy—helpful given independence considerations.
- Ownership alignment: Strong alignment via 365,951 shares (2.0% of outstanding), plus annual RSU grants; no pledging disclosed for Leavens; directors subject to meaningful ownership guidelines ($320,000 by year five).
- Director pay structure: Cash $74,000 in FY2024 consistent with base retainer plus Executive Committee fee; equity largely time‑based RSUs with standard clawback/CIC protections; no performance‑based metrics tied to director equity grants.
RED FLAGS
- Related‑party exposure: $8.83M paid to Leavens (or affiliates) for avocado marketing in FY2024—ongoing supplier interlock that requires continued rigorous Audit Committee oversight to protect investor confidence.
- Non‑independence: Not independent under NASDAQ rules, elevating potential perception risk; mitigated by exclusion from key oversight committees and formal related‑party vetting.
Positive Signals
- High ownership alignment and long‑term industry expertise beneficial to Board deliberations.
- Documented governance controls (clawback, related‑party review, committee independence) support Board effectiveness.
Fixed Compensation (Detail Table — FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| J. Link Leavens | 74,000 | 120,021 | — | 194,021 |
Performance Compensation (Grant & Vesting Detail)
| Grant | RSUs | Grant Date | Grant Date Price | Vesting | Notes |
|---|---|---|---|---|---|
| FY2024 annual | 4,929 | Nov 1, 2023 | $24.35 | Vested Nov 1, 2024; shares issued (except two directors who deferred; Leavens not deferred) | Grant date fair value $120,021 |
| FY2025 bridge grant | 2,220 | Nov 1, 2024 | $27.03 | Vests at Annual Meeting, subject to continued service | Forward policy targets ~$120,000 grant post‑meeting |
Other Directorships & Interlocks (Detail)
| Category | Item | Disclosure |
|---|---|---|
| Other public company boards | None | “None” listed for Leavens |
| Related party | Supplier payments (FY2024) | $8,831,476 paid to Leavens (or affiliate) for avocados marketed through Calavo |
| Policy | Standing pre‑approval | Audit Committee standing pre‑approval for director avocado deliveries under customary marketing agreements |
Equity Ownership (Detail)
| Item | Amount | Notes |
|---|---|---|
| Direct shares | 83,379 | Beneficial ownership footnote |
| Indirect shares (partnerships) | 282,572 | Beneficial ownership footnote |
| Total beneficial | 365,951 | Ownership table |
| Percent outstanding | 2.0% | Based on 17.8M shares as of Jan 31, 2025 |
| Pledged shares | None disclosed for Leavens | Pledge noted for another director (DiGregorio) only |
| Ownership guidelines | ≥$320,000 by year five | Directors have satisfied or are on track; requirement ≈460% of base retainer |
Governance Assessment
- Overall, Leavens brings valuable producer‑side domain knowledge and significant “skin‑in‑the‑game” equity holdings. However, his non‑independent status and substantial related‑party supplier payments represent a governance risk that warrants continuous, transparent Audit Committee oversight and avoidance of sensitive committee roles. The current structure and disclosures reflect appropriate mitigations, but investors should monitor policy adherence, transaction terms, and any shifts in committee assignments.