Michael Browne
About Michael Browne
Michael “Mike” Browne is Executive Vice President, Sales & Operations at Calavo Growers (appointed June 7, 2023) with prior experience in global avocado sourcing/marketing and produce operations leadership . He previously served as a founder/operator in international produce trading and as COO at Mission Produce, and earlier as a long‑tenured Calavo executive (VP 2005–2019), returning to Calavo in 2023 . Age: 64 (as of Feb 26, 2024) . Company operating performance during his tenure return: revenues grew from FY2023 to FY2024 while EBITDA was modestly lower; see Performance & Track Record table below for details (values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Calavo Growers | Vice President | 2005–2019 | Commercial leadership across fresh produce; long-tenured operator within Calavo’s core categories |
| Mission Produce | Chief Operating Officer | Dec 2019–Sep 2021 | Led global avocado operations at a scaled competitor; operational turnaround and growth exposure |
| Fresh Directions International | Founder & Co‑Owner | 1997–2005 | Built multinational avocado marketing from Mexico, Chile, Dominican Republic; upstream sourcing expertise |
| Calavo Growers | EVP, Sales & Operations | Appointed Jun 7, 2023; on-going | Oversees enterprise sales and operations following return to Calavo |
External Roles
- No concurrent external public-company directorships are disclosed for Mr. Browne in Calavo’s proxy filings .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | 162,077 | 430,000 |
| Target Bonus % of Salary | — | 100% (plan target) |
| Performance Bonus (plan) | — | 0 (threshold not met) |
| Discretionary Cash Bonus | — | 50,000 |
| Stock Awards (RSUs/PSUs) | — | — (no NEO equity grants in FY2024) |
| Option Awards | — | — |
| Non-Equity Incentive Plan | — | — |
| Perquisites/All Other | 10,678 | 35,857 |
| Total | 172,755 | 515,857 |
Perquisites detail (FY2024): health insurance $17,095; car allowance $11,196; life insurance $6,246; phone allowance $1,320 .
Performance Compensation
Plan design (FY2024):
- Metric: Adjusted Net Income; Target Bonus 100% of base; Threshold 50%, Maximum 200% of base; Committee could pay up to 50% of earned bonus in RSUs vesting over 36 months .
- Company performance: Adjusted Net Income actual $18.7M vs thresholds of $34M (threshold), $38M (target), $42M (max); result: no plan bonus paid .
- Discretionary: Committee awarded $50,000 cash to Mr. Browne for FY2024 .
| Performance Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting/Form |
|---|---|---|---|---|---|---|---|---|
| FY2024 | Adjusted Net Income | 100% | $34M | $38M | $42M | $18.7M | 0% plan bonus | Committee paid $50,000 discretionary cash |
Grants of plan-based awards (FY2024) for Browne show cash incentive opportunity only; no equity plan awards granted to NEOs in FY2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 3,800 shares; ~0.02% of 17.8M shares outstanding (3,800/17,800,000) |
| Options outstanding | None (no option grants shown for Browne under the 2020 Plan) |
| Unvested equity as of 10/31/2024 | None shown; 0 shares would vest upon a change in control |
| Hedging/Pledging | Prohibited (anti-hedging/anti-pledging policy for directors/executive officers) |
| Ownership guidelines | Executive Officers must hold equity equal to 200% of base salary; compliance due within 5 years of appointment or by Aug 29, 2027, whichever later |
| Compliance status | Not all execs have met levels yet; all are tracked annually and considered currently in compliance given the deadline |
Employment Terms
| Term | Economics / Terms |
|---|---|
| Appointment to current role | EVP, Sales & Operations on June 7, 2023 |
| Base salary | $430,000 (FY2024) |
| Severance policy (company-wide for exec officers) | If terminated without cause/for good reason: cash severance of minimum 26 weeks base pay plus 1 week per completed year of service up to 36 weeks; up to six months company‑paid health benefits |
| Estimated severance (as of 10/31/2024) | Salary severance $297,692; Health benefits $15,567; Total $313,259; Bonus severance $0; Equity vesting $0 (based on $26.58 share price) |
| Change of control vesting | CiC table shows 0 stock awards vesting for Browne as of 10/31/2024 |
| Change-of-control structure | Company states no “single trigger” severance solely on CoC; no excise tax gross‑ups |
| Clawback | Policy adopted Dec 2022; covers incentive compensation consistent with SEC/Nasdaq requirements |
Performance & Track Record
Company operating metrics (latest three fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 769,691,000* | 594,102,000* | 661,544,000* |
| EBITDA ($) | 26,176,000* | 29,490,000* | 27,326,000* |
Values retrieved from S&P Global.*
Context:
- FY2024 compensation plan tied annual bonuses to Adjusted Net Income; company achieved $18.7M vs $34M threshold, yielding zero plan bonuses; Committee nonetheless awarded a $50,000 discretionary cash bonus to Browne .
Compensation Committee & Peer/Policy Notes
- Independent compensation consultant: Pay Governance (2024 study) with no conflicts; used market data for design/competitiveness (not strict benchmarking) .
- Policies: anti‑hedging/pledging; no single‑trigger CoC; no excise tax gross‑ups; equity award timing controls; stock ownership and retention guidelines .
Compensation Structure Analysis
- Mix shift and at-risk pay: FY2024 paid all‑cash (salary + discretionary bonus); no equity grants to NEOs, reducing multi‑year alignment/retention via equity for the year .
- Discretionary bonus despite miss: $50,000 paid to Browne even though the Adjusted Net Income threshold was not met—useful for retention/motivation but a potential pay-for-performance optic risk .
- Equity overhang/pressure: No outstanding equity for Browne and pledging/hedging banned—insider selling pressure from vesting appears low .
Investment Implications
- Alignment: Browne’s FY2024 compensation leaned to fixed cash with a discretionary bonus after the plan miss; absence of new equity grants and no unvested awards reduces near‑term selling pressure but also weakens long‑term pay‑for‑performance alignment .
- Retention risk: Severance provides up to 36 weeks of salary plus health benefits; with no significant unvested equity, retention relies more on role scope and future incentive design than on outstanding awards .
- Governance quality: Strong policies (clawback, anti‑hedging/pledging, ownership guidelines, no single‑trigger/gross‑ups) are shareholder‑friendly; key is ensuring future LTIP design restores multi‑year performance linkage .
- Execution lens: Browne’s deep category/operations background (Calavo, Mission Produce, Fresh Directions) aligns with Calavo’s operational turnaround priorities; monitoring FY2025+ incentive metrics and any reintroduction of RSUs/PSUs will be important to gauge management confidence and alignment .
Citations:
Notes:
- All FY2022–FY2024 financial values marked with an asterisk (*) are retrieved from S&P Global.