Barbara Carbone
About Barbara Carbone
Barbara Carbone (age 66) is an independent Class II director of Limoneira (LMNR) who has served on the Board since 2022; she is Chair of the Audit & Finance Committee and a member of the Compensation Committee, and the Board has designated her an “audit committee financial expert.” She holds a B.S. in Business Administration (Accountancy) from California State University, Sacramento and previously spent nearly four decades in audit and accounting roles at KPMG, including six years on the KPMG Partnership Audit Committee (three as chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Senior accounting/audit roles | 1981–Sep 2019 | Served on KPMG Partnership Audit Committee for 6 years, including 3 years as chair |
| Women’s Business Enterprise National Council (WBENC) | Director; Audit Committee Chair | Sep 1998–Dec 2019 | Largest certifier of women-owned businesses; chaired WBENC audit committee |
External Roles
| Organization | Role | Committees |
|---|---|---|
| TrueCar, Inc. | Chairperson of the Board | Audit Committee Chair; Compensation & Workforce Committee member |
| DZS Inc. | Director | Audit and Transaction Committees (member); Compensation and Corporate Governance & Nominating Committees (chair) |
Board Governance
- Independence: The Board determined Ms. Carbone is independent under Nasdaq rules; all members of the Audit, Compensation, Nominating, and Risk committees are independent .
- Audit & Finance: Chair in FY2024 and FY2025; committee met 4 times in FY2024 with 100% attendance (committee-level). Board also designated Ms. Carbone as an “audit committee financial expert” .
- Compensation: Member in FY2024 (appointed after Jan 1, 2024) and continuing in FY2025; committee met 7 times in FY2024 with 95% attendance (committee-level) .
- Risk Management: Served until January 2024, then resigned; committee met 4 times in FY2024 with 100% attendance (committee-level) .
- Board activity and engagement: The Board met 9 times in FY2024 (including four special meetings); six of seven directors attended the 2024 Annual Meeting .
- Nomination status: Class II nominee for re‑election at the 2025 meeting to a term expiring at the 2028 Annual Meeting .
| Committee | FY2024 Role | FY2025 Role | FY2024 Meetings | Attendance (FY2024, committee-level) |
|---|---|---|---|---|
| Audit & Finance | Chair | Chair | 4 | 100% |
| Compensation | Member (from Jan 2024) | Member | 7 | 95% |
| Risk Management | Member (until Jan 2024) | — | 4 | 100% |
Fixed Compensation
- Program structure (FY2024): Director annual retainer $145,000 (member) or $205,000 (chair), composed of $60,000 cash and $85,000 equity; Board Chair receives an additional $60,000 cash. Committee retainers: Audit & Finance ($10,000 member/$20,000 chair); Compensation ($7,500/$15,000); Nominating & Corporate Governance ($7,500/$15,000); Risk Management ($6,000/$12,000) .
- Independent consultant and changes: Pearl Meyer reviewed director pay and recommended increases; effective Nov 1, 2024 the Board raised the annual retainer and RS grant value to align with market (prior program was ~ $40,000 below median) .
| Director Fee Schedule (FY2024) | Member | Chair |
|---|---|---|
| Director Fees (paid $60,000 cash + $85,000 equity) | $145,000 | $205,000 |
| Audit & Finance Committee | $10,000 | $20,000 |
| Compensation Committee | $7,500 | $15,000 |
| Nominating & Corporate Governance Committee | $7,500 | $15,000 |
| Risk Management Committee | $6,000 | $12,000 |
| Barbara Carbone – FY2024 Director Compensation | Amount |
|---|---|
| Total FY2024 Compensation | $172,250 |
| Fees Earned/Paid in Cash | $87,250 |
| Equity Stock Award (grant-date fair value) | $85,000 |
| Equivalent Shares Granted | 4,413 shares |
| Grant Mechanics | Shares issued Mar 26, 2024 at $19.26 close |
Fees were pro‑rated due to board/committee restructuring during FY2024 .
Performance Compensation
- Annual equity grant: Non‑employee directors receive time‑based restricted stock with a grant‑date FMV of $85,000 on the Annual Meeting date; RS vest in one year (Mar 26, 2025 for the FY2024 grant) under the 2022 Omnibus Incentive Plan’s minimum one‑year vesting policy .
- Structure emphasizes equity alignment; no performance conditions are disclosed for director RS awards (time‑based vesting) .
| Director Equity Terms (FY2024) | Detail |
|---|---|
| Award Type | Restricted stock (time‑based) |
| Grant Value | $85,000 (grant-date FMV) |
| Grant Date | Mar 26, 2024 |
| Shares Granted to Carbone | 4,413 |
| Vesting | One‑year; vests Mar 26, 2025 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| TrueCar, Inc. | Chairperson of the Board | Audit (Chair); Compensation & Workforce (Member) | No LMNR related‑party transactions disclosed |
| DZS Inc. | Director | Audit & Transaction (Member); Compensation and Corporate Governance & Nominating (Chair) | No LMNR related‑party transactions disclosed |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; deep public reporting background from KPMG; chaired KPMG’s Partnership Audit Committee for 3 years .
- Board skills matrix: Identified for independence, financial literacy, strategic transformation leadership, public company board service, operations/HR, ESG, and global business background .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 12, 2025) | 7,888 shares; less than 1% |
| Included Restricted Shares | 4,413 restricted shares vesting Mar 26, 2025; voting and dividend rights held prior to vest |
| Director Ownership Guidelines | Required holdings valued at $150,000; counts time‑based RS/RSUs; excludes pledged/margined shares and performance‑based unvested awards |
| Hedging/Pledging Policy | Prohibits hedging; pre‑clearance required before pledging/margin; discourages speculative transactions |
| Related‑Party Transactions | None in FY2024; Audit Committee policy governs review/approval |
| Section 16(a) Compliance | All filings timely for FY2024 |
Governance Assessment
- Strengths: Independent audit chair with SEC “financial expert” designation and 100% audit committee attendance in FY2024; multi‑industry governance experience (chairs at TrueCar; multiple committee chairs at DZS) that can enhance oversight rigor; director pay mix is 50% equity with one‑year vesting, aligning incentives; robust policies on hedging/pledging and director ownership ($150,000 guideline) support alignment; no related‑party transactions disclosed .
- Watch items: Multi‑board leadership and committee chair workloads warrant ongoing monitoring for time‑commitment risk, though no attendance issues were flagged at the committee level; individual compliance status with ownership guidelines not disclosed; director equity awards are time‑based (no explicit performance conditions), which is common but provides less pay‑for‑performance sensitivity than PSUs .
Overall signal: Carbone’s audit leadership, independence, and financial expertise are positive for investor confidence, with clear alignment mechanisms (equity mix, ownership guidelines) and no evident conflicts; monitor overboarding/time‑commitment and eventual guideline compliance disclosures going forward .
