Edgar Terry
About Edgar A. Terry
Independent director since 2017; age 65; Class I director with term expiring at the 2027 Annual Meeting. Background: President and CFO of Terry Farms, Inc. (1990–present), President of Willal, Inc. (1990–present), and corporate finance instructor at California Lutheran University (1987–present). Education: B.S. and MBA from California Lutheran University. Core credentials: agribusiness operations and finance; water and land stewardship; community relations; risk oversight; currently chairs Limoneira’s Risk Management Committee and serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terry Farms, Inc. | President & CFO | 1990–present | Agribusiness finance and operations leadership |
| Willal, Inc. | President | 1990–present | Corporate leadership |
| California Lutheran University | Corporate Finance Instructor | 1987–present | Academic engagement in finance |
| Ventura County Farm Bureau | President | 2001–2003 | Community and industry leadership |
| District 63 Umpire Association | CFO | 2006–2013 | Financial oversight |
External Roles
| Organization | Role/Capacity | Public Company? | Notes |
|---|---|---|---|
| Terry Farms, Inc. | Director | No | Family agribusiness entity |
| CoBank (Farm Credit System) | Director | No (cooperative) | Financial services cooperative; committee service mentioned (unspecified) |
| Federal Farm Credit Funding Corporation | Director | No | Oversees FCS funding; committee service mentioned (unspecified) |
| Willal, Inc.; Rancho Adobe, Inc. | Director | No | Private entities; committee service mentioned (unspecified) |
| Ventura County Fair Foundation | Director | No | Non-profit board service |
| Center for Economic Forecasting Advisory Board (CLU) | Advisory Board Member | No | Academic advisory role |
| Other public company boards | — | None disclosed | No public company directorships listed for Terry |
Board Governance
- Independence: Board determined Terry is independent under Nasdaq rules; all members of Audit, Compensation, Nominating, and Risk committees are independent .
- Board structure: Seven directors; classes with staggered terms; Terry is Class I; Chairperson is independent (Scott S. Slater); executive sessions at each regular board and committee meeting .
- Meetings and attendance: Board met 9 times in FY2024; six of seven directors attended the 2024 Annual Meeting .
- Committees (FY2025):
- Risk Management Committee: Chair; members Kimball, Nolan, Terry; met 4 times in FY2024 with 100% attendance .
- Nominating & Corporate Governance Committee: Member; Chair Ms. Mora; members Mora, Slater, Terry; met 5 times in FY2024 with 87% attendance .
- Audit & Finance Committee: Terry served in FY2024 but resigned in January 2024; FY2025 members are Carbone (Chair), Kimball, Nolan .
- Compensation Committee: Terry is not listed as a member; FY2025 members are Mora (Chair), Carbone, Slater .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Total Director Compensation | $166,167 | Terry’s total FY2024 compensation |
| Cash Fees | $81,167 | Pro-rata due to board/committee restructuring |
| Equity Stock Award (Grant Date Fair Value) | $85,000 | Equivalent shares 4,413; grant on March 26, 2024 at $19.26 |
| Annual Director Fee Schedule (Member/Chair) | $145,000 / $205,000 | Paid $60,000 cash + $85,000 equity; Board Chair adds $60,000 cash premium |
| Committee Fees (Member/Chair) | Audit $10,000/$20,000; Comp $7,500/$15,000; Nominating $7,500/$15,000; Risk $6,000/$12,000 | FY2024 fee schedule |
Limoneira does not issue option awards; no non-management directors have options outstanding .
Performance Compensation
| Equity Award Type | Shares/Units | Grant Date | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Service-based) | 4,413 | March 26, 2024 | $85,000 | Restricted shares scheduled to vest March 26, 2025 | Directors hold voting and dividend rights to all 4,413 shares |
- No director option awards; no performance share units for non-management directors disclosed .
- Ownership Guidelines require directors to hold $150,000 in common stock; time-based restricted shares count toward requirement; performance-based awards (for executives) do not; pledged shares do not count .
Other Directorships & Interlocks
| Potential Interlock Area | Detail | Risk/Conflict Assessment |
|---|---|---|
| Farm Credit ecosystem (CoBank, Federal Farm Credit Funding Corporation) | Terry serves on boards in the Farm Credit System | Could create perceived influence channels if Limoneira engages with Farm Credit lenders; however, the proxy reports no related-party transactions in FY2024 and no Item 404 relationships requiring disclosure |
| Local agribusiness entities (Terry Farms, Willal, Rancho Adobe) | Ongoing leadership/directorship roles | Potential supplier/customer overlap not disclosed; Audit Committee policy reviews related-party transactions; none in FY2024 |
Expertise & Qualifications
- Agribusiness and finance expertise; deep understanding of land and water resource stewardship; community relations; technical and financial acumen cited by the Board .
- Director education and ongoing development supported by NACD membership and internal/external expert sessions .
- Skills matrix highlights broad Board expertise in finance, governance, operations, ESG; Board considered operating effectively in FY2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | Percentage of Common | Notable Details |
|---|---|---|---|
| Edgar A. Terry | 21,185 | <1% | Includes 4,413 restricted shares scheduled to vest March 26, 2025; voting and dividend rights retained. Terry noted as joint trustee holding voting/investment power over certain shares . |
| Shares Outstanding (as of Feb 12, 2025) | 18,069,259 | — | 18,045,169 common; plus convertible preferred series counts listed; total outstanding less treasury 18,069,259 |
- Hedging and short-term/speculative transactions prohibited for directors; margin/pledging requires prior written approval; company strongly discourages such transactions overall .
- Section 16(a) compliance: all filings timely met for FY2024; no delinquent reports .
- Ownership Guidelines for directors: $150,000 target; certain holdings count; pledged shares and shares in margin accounts do not count .
Governance Assessment
- Independence and Board role: Terry is an independent director with material committee leadership (Risk Chair) and governance participation (Nominating member), supporting board effectiveness and risk oversight .
- Attendance/engagement: Risk Committee achieved 100% attendance across four meetings; Nominating Committee held five meetings with 87% attendance; Board held nine meetings; annual meeting attendance by six of seven directors indicates overall engagement culture .
- Compensation alignment: Mix of cash ($81,167) and time-based equity ($85,000; 4,413 shares) aligns director incentives with shareholders; absence of options and performance pay reduces risk of short-termism .
- Ownership alignment and safeguards: Directors subject to $150,000 ownership requirement; robust clawback, hedging/pledging policies and pre-clearance strengthen investor alignment and reduce conflict risk .
- Conflicts/related-party exposure: Despite extensive external roles, the company reports no related-party transactions in FY2024 and no Item 404 relationships requiring disclosure; Audit Committee pre-approval policy in place .
- Board processes: Annual evaluations; executive sessions each meeting; independent chairs across committees; separation of Chair and CEO roles—signals strong governance .
Red Flags
- None disclosed specific to Terry: no Item 404 related-party transactions, no pledging disclosed, and timely Section 16 filings .
- Watchpoint: Ongoing roles within Farm Credit ecosystem could create perception risk if Limoneira utilizes related lenders; continued Audit Committee oversight mitigates .
