Marc Brown
About Marc Brown
Marc L. Brown (age 73) is an independent director of Calavo Growers, Inc., serving on the Board since 2010. He is a retired corporate attorney from TroyGould PC (2000–2020) with over 40 years advising public companies on M&A, securities offerings, corporate governance, executive compensation and securities law compliance—expertise central to board oversight and committee work . The Board has formally determined Mr. Brown is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TroyGould PC (Los Angeles law firm) | Member (Partner-level attorney) | 2000–2020 | Counseled numerous public corporations on M&A, securities, governance, executive compensation, and SEC compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current other public company directorships |
Board Governance
- Independence: The Board determined Mr. Brown is independent; all current Audit, Compensation, and Nominating/Governance/Sustainability committee members are independent .
- Attendance and engagement: In FY2024 the Board held 13 meetings; each director attended at least 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting in person or virtually .
- Board structure and refreshment: Annual elections; committee charters and governance policies maintained; self-evaluations formalized and overseen by the Nom/ESG Committee .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 6 | Committee oversees financial reporting, internal controls, auditor independence, and related-party reviews |
| Nominating, Governance & Sustainability (Nom/ESG) | Member | 4 | Oversees director nominations, governance principles, and sustainability oversight |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 70,000 | Standard non-employee director cash retainer |
| Audit Committee member fee | 7,500 | FY2024 committee member retainer |
| Nom/ESG Committee member fee | 5,000 | FY2024 committee member retainer |
| Cash fees total | 82,500 | Matches Director Compensation Table for Mr. Brown |
Performance Compensation
| Grant Date | Award Type | Shares | Grant-Date Value ($) | Grant Price ($/sh) | Vest Date | Vesting Terms |
|---|---|---|---|---|---|---|
| 2023-11-01 | RSU | 4,929 | 120,000 | 24.35 | 2024-11-01 | Full vest after one year of service; shares issued upon vest (subject to any deferral elections) |
| 2024-11-01 | RSU | 2,220 | 60,000 | 27.03 | 2025-04-23 | Vests on Annual Meeting date, subject to continued service; moving to post-meeting annual grant cadence (~$120k future annual grants) |
- Equity program design for directors: Time-vested RSUs; annual total compensation cap $450k ($650k initial year); per-fiscal-year stock/option award cap 20,000 shares .
- Clawback and anti-hedging/pledging policies apply to equity awards (plan and policy level), supporting pay-for-performance risk controls .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed in proxy |
| Interlocks/conflicts | None disclosed; no compensation committee interlocks involving Mr. Brown; committee interlocks disclosed do not involve him |
Expertise & Qualifications
- Deep legal expertise spanning M&A, securities offerings, corporate governance, executive compensation, and SEC compliance—highly relevant to Audit and Nom/ESG oversight .
- Board views his legal experience as an invaluable asset for evaluating present circumstances and future direction .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 2025-01-31) | 26,221 shares; <1% of outstanding |
| Stock ownership guidelines (directors) | Required to own ≥$320,000 by 5th year; all non-employee directors have satisfied or are on track |
| Ownership value vs guideline | ~$632,450 (= 26,221 × $24.12 Record Date price) → exceeds $320,000 guideline |
| Options held | None; director option holdings disclosed for certain others only |
| Unvested RSUs | 2,220 RSUs granted 2024-11-01, vesting at 2025 Annual Meeting |
| Pledged shares | Not disclosed for Mr. Brown; pledging noted for another director (DiGregorio) only |
Governance Assessment
- Board effectiveness: Mr. Brown’s committee roles on Audit and Nom/ESG align with his legal background, reinforcing oversight of financial reporting integrity, related-party reviews, nomination processes, governance principles, and sustainability oversight .
- Independence and engagement: Independent under NASDAQ rules with at least 75% attendance and Annual Meeting participation—baseline signal of engagement .
- Compensation alignment: Balanced cash/equity mix (FY2024: $82.5k cash; $120k RSU) with robust ownership; unvested RSUs tie continued service; clawback and anti-hedging/pledging policies strengthen alignment and risk control .
- Conflicts/related-party exposure: No related-party transactions disclosed for Mr. Brown; significant related-party produce marketing agreements involve other insiders (CEO, Director Leavens) but not Mr. Brown .
- Say-on-pay signal: Executive say-on-pay received >96% approval in 2024—indirectly supportive of compensation governance environment overseen by the Board/Comp Committee (though not a direct measure of director pay) .
RED FLAGS
- None disclosed specific to Mr. Brown: no pledging, no related-party transactions, no legal proceedings requiring disclosure, no other-board interlocks that could impair independence .
Implications: Mr. Brown’s long-tenured legal expertise and committee assignments support governance quality, with solid ownership alignment and no identified conflicts—positive signals for investor confidence in oversight of reporting, governance and sustainability .