Steven Hollister
About Steven Hollister
Steven Hollister, age 67, has served on Calavo Growers’ board since 2008 and is currently an independent director. He brings deep finance and agriculture experience as a Managing Member of Rocking Spade, LLC (since 2001) and prior operating roles across agribusiness and wine. The Board has affirmatively determined his independence under NASDAQ rules, explicitly considering past interim/executive service; he previously served as a Principal Executive Officer in 2021–2022 . During fiscal 2024 the Board held 13 meetings and each director attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocking Spade, LLC | Managing Member | Since 2001 | Diversified investor/developer in ranching & commercial properties; finance/agriculture domain expertise |
| Sunrise Mortgage & Investment Company | Vice President | — | Agricultural finance experience |
| Niven Family Wine Estates | General Manager | — | Operational leadership in viticulture |
| Fess Parker Winery & Vineyard; Santa Barbara County Wine Center | Chief Operating Officer | — | Scale operations; supply chain |
| Central Coast Farm Credit | Senior Vice President | — | Credit, risk underwriting in ag |
External Roles
| Category | Details |
|---|---|
| Other public company directorships | None |
Board Governance
- Committee assignments: Member, Compensation Committee; not listed as chair .
- Independence: Board determined Hollister meets NASDAQ independence standards despite prior interim/executive service; seven of eight non‑employee nominees (including Hollister) are independent .
- Attendance: Board met 13 times in FY2024; each director attended ≥75% of Board and applicable committee meetings .
- Leadership history: Served as Board Chairman during FY2024 (earned chairman retainer); current Chair is Farha Aslam as of the 2025 proxy .
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Annual Board retainer (non‑employee directors) | $70,000 |
| Board Chairman retainer (FY2024) | $40,000 (Hollister) |
| Fees earned or paid in cash (actual) | $114,000 (Hollister) |
| Committee member fees (schedule) | Audit member $7,500; Comp member $6,000; Nom/ESG member $5,000; Executive Committee member $4,000 |
Notes:
- FY2024 director compensation schedule shown above; Hollister’s actual cash fees were $114,000 .
Performance Compensation
| Grant | Grant Date | Type | Shares/Units | Grant Date Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity (FY2024 cycle) | Nov 1, 2023 | RSU | 4,929 | ~$120,000 (close $24.35) | Vested Nov 1, 2024; shares issued (subject to deferral elections) |
| Annual director equity (FY2025 cycle) | Nov 1, 2024 | RSU | 2,220 | ~$60,000 (close $27.03) | Vests at 2025 Annual Meeting (Apr 23, 2025), subject to service |
Plan terms and guardrails:
- Awards generally cannot vest earlier than one year from grant (limited exceptions: death, disability, change in control); non‑employee director annual total compensation capped at $450,000 ($650,000 in initial fiscal year); director stock/option awards ≤20,000 shares per fiscal year .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None | — | — |
- No director interlocks reported for Hollister; Compensation Committee interlocks disclosure shows members (Aslam, Holmgren, Helin) with no related‑party relationships; Hollister is a listed member in the Compensation Committee report, not in the interlocks note .
Expertise & Qualifications
- Finance and agriculture domain expertise; operating leadership across agribusiness and wine; prior senior roles in farm credit and mortgage finance .
- Governance/Compensation: Serving on Compensation Committee; signed the Compensation Committee report (Holmgren, Helin, Hollister) .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Steven Hollister | 41,631 | <1% | As of Jan 31, 2025; no options disclosed for Hollister; RSUs separate from beneficial tally timing |
| Stock ownership guidelines | Directors must hold ≥$320,000 by fifth year (≈460% of base retainer); Board states all non‑employee directors have satisfied or are on track . | ||
| Anti‑hedging/pledging policy | Prohibits hedging and pledging; exceptions only for pre‑policy positions or unusual circumstances with written approval; no pledges disclosed for Hollister (DiGregorio footnoted as having a pre‑policy pledge) . |
Governance Assessment
-
Positives
- Independent director with deep sector and finance experience; active Compensation Committee member; Board confirms independence despite prior interim PEO service .
- Strong alignment mechanisms: annual time‑based RSU grants; enhanced ownership guidelines; clawback policy covering incentive‑based compensation consistent with SEC/Nasdaq rules .
- Shareholder signals: Most recent say‑on‑pay approval >96% (2024), indicating broad investor support for compensation practices .
-
Watch items / potential conflicts
- Prior service as a PEO (2021–2022) creates a potential independence optics issue; Board explicitly reassessed independence and affirmed status .
- FY2024 Board Chairman role and subsequent transition could affect perceived influence dynamics; current Chair is Farha Aslam .
- Related‑party transactions: Significant avocado marketing payments to Leavens and CEO Lecil Cole; none disclosed for Hollister .
- Pledging risk exists elsewhere on the Board (DiGregorio’s pre‑policy pledge); not attributed to Hollister .