Kathleen Holmgren
About Kathleen M. Holmgren
Independent director of Calavo Growers (CVGW) since 2017; age 67. She is a veteran technology and operations executive (Sun Microsystems SVP; former CEO of Mendocino Software; former COO of Automation Anywhere) and principal of Sage Advice Partners, a management consulting practice. In FY2024 she chaired Calavo’s Compensation Committee and served on the Executive Committee; in October 2025 she was elected Chair of the Board. She also serves on the board of Extreme Networks (EXTR). The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sage Advice Partners | Principal | — | Management consulting; operating expertise leveraged on Calavo comp and strategy |
| Sun Microsystems | Senior Vice President | — | Large-scale operations/technology leadership |
| Mendocino Software | Chief Executive Officer | — | CEO experience; scale and strategy |
| Automation Anywhere | Chief Operating Officer | — | Automation and process expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extreme Networks (Nasdaq: EXTR) | Director | — | Public company governance experience |
Board Governance
- Independence and service: Independent director; director since 2017; all current committee members (Audit, Compensation, Nom/ESG) deemed independent. Each director attended at least 75% of applicable meetings in FY2024 (Board held 13 meetings).
- Committee assignments (FY2024): Compensation Committee Chair; Executive Committee member. Committee meeting counts FY2024: Audit (6), Nom/ESG (4), Compensation (5).
- Current leadership (post-proxy): Elected Chair of the Board in October 2025, signaling elevated responsibility for board effectiveness and succession oversight.
- Proxy holders/engagement: Served as named proxy holder; if shareholders submit proxies without specific instructions, Holmgren and Farha Aslam may cumulate and allocate votes at their discretion (subject to withhold directions).
| Governance Item | Detail |
|---|---|
| Independence | Independent under Nasdaq rules |
| Board attendance (FY2024) | ≥75% for all directors; Board met 13 times |
| Committees (FY2024) | Compensation (Chair); Executive (Member) |
| Chair of Board | Elected Oct 2025 |
Fixed Compensation (Director)
| Fiscal Year | Cash Retainer/Fees | Notes |
|---|---|---|
| 2024 | $124,000 | Director cash structure: base $70,000; Compensation Chair +$12,000; Executive Committee member +$4,000; (Company may pay additional fees for special projects/committees; total per individual shown at right) |
| 2024 (structure) | Board Chair $40,000; Audit Chair $15,000; Comp Chair $12,000; Nom/ESG Chair $10,000; Audit member $7,500; Comp member $6,000; Nom/ESG member $5,000; Executive member $4,000 | Baseline structure applicable to directors |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares | Grant Date Value | Vesting |
|---|---|---|---|---|
| Nov 1, 2023 | RSUs | 4,929 | ~$120,000 | Vested Nov 1, 2024 (annual grant to non-employee directors) |
| Nov 1, 2024 | RSUs | 2,220 | ~$60,000 | Vests on 2025 Annual Meeting date, subject to continued service |
| Go-forward (post-2025 AGM) | RSUs | — | ~$120,000 target | Annual grant day after each annual meeting |
- Director compensation cap: Non-employee director total annual compensation ≤$450,000 (first-year cap $650,000).
- Clawback: Equity awards subject to company clawback policy and SEC/Nasdaq rules.
- FY2024 director total for Holmgren: $244,021 (Cash $124,000; Stock $120,021; Options $0).
Other Directorships & Interlocks
- Current public boards: Extreme Networks (EXTR).
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure; no reciprocal executive/comp committee overlaps noted.
- Related-party transactions: No transactions involving Holmgren disclosed; policy administered by Audit Committee. Significant related-party avocado marketing noted for CEO and one other director, but none for Holmgren.
Expertise & Qualifications
- Deep operating and technology background (Sun Microsystems, Automation Anywhere), prior CEO experience, and current consulting practice—aligned with compensation design, human capital oversight, and operational performance focus as Comp Committee Chair and later Board Chair.
Equity Ownership
| Holder | Shares Owned (Common) | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Kathleen M. Holmgren | 20,471 | 4,000 | 24,471 | <1% |
| Notes | Includes options counted under SEC 60-day rule | — | — | — |
- Stock ownership guidelines: Non-employee directors must own ≥$320,000 in company equity within 5 years; company states all non-employee directors have satisfied or are on track.
- Hedging/pledging: Company prohibits hedging and pledging of company stock (with narrow legacy exceptions); only one director (not Holmgren) disclosed legacy pledge (DiGregorio). No pledge disclosed for Holmgren.
Say-on-Pay & Shareholder Feedback (Signals)
| Item (Apr 23, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay | 11,187,620 | 145,713 | 29,434 | 1,955,374 |
| Equity Plan Amendment (2020 Plan extension) | 10,607,635 | 715,140 | 39,992 | 1,955,374 |
| Director Election – Holmgren | 10,750,272 | 288,181 | — | 1,955,374 |
- Implications: Strong say-on-pay support and robust withhold margins in her re-election reflect investor confidence in compensation oversight and board effectiveness during her tenure as Compensation Chair.
Governance Assessment
-
Strengths
- Independent director with relevant operating and technology background; chaired Compensation Committee through a period of strong say-on-pay support; elevated to Board Chair in Oct 2025, signaling board confidence.
- Transparent director pay structure with balanced cash/equity; equity subject to clawback; ownership guidelines promote alignment.
- No Item 404 related-party transactions involving Holmgren; no comp committee interlocks; anti-hedging/pledging policy in force.
-
Watch items
- FY2025 transition in board leadership and CEO succession heightens the importance of independent board oversight; as Chair, Holmgren will be central to strategic review outcomes (including evaluation of the previously announced non-binding acquisition proposal).
- Ensure continued adherence to ownership guideline thresholds at the individual director level as grants transition from November to post-AGM timing.
Overall, Holmgren’s record as Compensation Chair (with strong say-on-pay results), absence of conflicts, and subsequent election as Board Chair are positive governance signals for investors focused on board effectiveness and pay-for-performance integrity.