Gordon Kimball
About Gordon E. Kimball
Independent director of Limoneira Company since 1995; age 72. President of Kimball Engineering, Inc. (race car design/production) since 1994 and managing partner of Kimball Ranches (150-acre avocado ranch) near Santa Paula, CA. Earlier engineering career includes Formula One (McLaren, Ferrari, Benetton) and Indianapolis race car design. Holds B.S. and M.S. in Mechanical Engineering from Stanford University. Class II director standing for re-election at the 2025 Annual Meeting; Board class term through 2028 if re-elected. Independent under Nasdaq rules. Committee assignments: Audit & Finance (member) and Risk Management (member).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimball Engineering, Inc. | President | 1994–present | Private company providing race car design/production services |
| Kimball Ranches | Managing Partner | Not stated (current) | 150-acre avocado ranch near Santa Paula, CA |
| McLaren International; Ferrari; Benetton Racing (Formula One) | Race Car Designer | 1984–1992 | Technical design roles in F1 engineering |
| Parnelli Jones; Chaparral; Patrick Racing (Indianapolis) | Race Car Designer | 1976–1983 | Technical design roles in IndyCar engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Water Conservation District | Director (Board member) | Not stated (current) | Local public water agency; not a public company board |
| Fillmore and Piru Basins Groundwater Sustainability Agency | Director (Board member) | Not stated (current) | Local water governance; not a public company board |
No other public company directorships disclosed for Mr. Kimball.
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mr. Kimball is independent under Nasdaq rules; all members of Audit, Compensation, Nominating, and Risk committees are independent. |
| Board structure | Seven directors; separate Chair and CEO; executive sessions held at each regular Board and committee meeting. |
| Board/Committee activity | Board met 9 times in FY2024 (4 special); 6 of 7 directors attended 2024 Annual Meeting. |
| Committees (FY2025) | Audit & Finance: member; Risk Management: member. |
| Committee effectiveness | Audit Committee met 4 times in FY2024 with 100% attendance; Risk Committee met 4 times in FY2024 with 100% attendance. |
| Election status | Nominee for re-election as a Class II director at April 9, 2025 Annual Meeting. |
Fixed Compensation
| Component | FY2024 Director Fee Schedule | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $145,000 (member); $205,000 (Chair of the Board) | Paid as $60,000 cash and $85,000 equity; Chair receives additional $60,000 cash premium. |
| Committee fees | Audit & Finance: $10,000 member / $20,000 chair | Per year. |
| Compensation: $7,500 member / $15,000 chair | ||
| Nominating & Corporate Governance: $7,500 member / $15,000 chair | ||
| Risk Management: $6,000 member / $12,000 chair | ||
| Cash vs. equity structure | Cash paid quarterly in arrears; equity awarded on Annual Meeting date | Equity represents at least 50% of total; aligned to peers. |
| Director | FY2024 Total ($) | Cash Fees ($) | Equity Grant ($) | Equivalent Shares (#) |
|---|---|---|---|---|
| Gordon E. Kimball | 161,000 | 76,000 | 85,000 | 4,413 |
| Grant valuation detail | Shares issued March 26, 2024 at $19.26 closing price | 4,413 | ||
| Options for directors | Limoneira does not issue option awards to non-management directors; none outstanding | — | ||
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity | Time-based restricted stock | None (no performance metrics for directors) | One-year vest; FY2024 awards vest March 26, 2025 under the 2022 Omnibus Incentive Plan (minimum one-year vesting). |
| Clawback policy | Amended and Restated Clawback Policy adopted Feb 19, 2025 (Exchange Act Rule 10D-1; Nasdaq 5608). Primarily addresses recovery of erroneously awarded executive incentive compensation in the event of restatement (policy availability disclosed). | Not applicable to director time-based equity in proxy narrative; policy framework disclosed. | Policy effective and available on corporate governance site. |
| Hedging/pledging | Hedging prohibited; pledging requires prior written approval for Pre-Clearance Persons (includes directors). | — | Applies on an ongoing basis; restrictions extend to immediate family/controlled entities. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current/prior) | None disclosed for Mr. Kimball. |
| Compensation Committee interlocks | Company discloses no interlocking relationships among Compensation Committee members and NEOs. (Mr. Kimball is not on the Compensation Committee.) |
Expertise & Qualifications
- Engineering and operations: Career mechanical engineer with elite motorsports design experience; entrepreneurial agriculture operator (avocados).
- Board skills matrix indicates breadth across agriculture/water, operations/HR, and ESG among directors; the Board reports effective operation in FY2024 and ongoing director education and refreshment.
- Education: B.S. and M.S., Mechanical Engineering, Stanford University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Shares Outstanding | Notes |
|---|---|---|---|
| Gordon E. Kimball | 52,943 | <1% | Includes 4,413 restricted shares scheduled to vest Mar 26, 2025. |
| Footnotes | — | — | Of total, 49,453 shares held in a trust with shared voting/investment power; includes 3,490 shares owned by spouse. Shares outstanding: 18,045,169 as of Feb 12, 2025. |
Ownership alignment policies:
- Director ownership guidelines: required to hold company stock valued at $150,000; counts direct, certain indirect, and time-based unvested shares; excludes pledged shares and shares in margin accounts; 10b5-1 plan holdings do not count until requirement achieved. Individual compliance status not disclosed.
- Hedging prohibited; pledging requires pre-approval.
Insider Trades (Form 4 snapshots)
| Filing/Trade Date | Type | Security/Qty | Price/Valuation | Notes/Source |
|---|---|---|---|---|
| Mar 26, 2024 (filed Mar 27, 2024) | Stock award (annual director grant) | 4,413 shares | $19.26 (grant-date close); $85,000 grant-date FMV | As disclosed in FY2024 director comp table. |
| Apr 11, 2025 (filed) | Form 4 filed (details in filing) | — | — | Company investor site/Form 4 archive; refer to filing document. |
Governance Assessment
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Strengths
- Independence affirmed; active service on Audit & Finance and Risk Management committees; Audit and Risk committees reported 100% attendance in FY2024.
- Clear alignment mechanisms: one-year vesting restricted stock, ownership guidelines ($150,000), anti-hedging and restricted pledging policies; no director option awards outstanding.
- Meaningful personal stake (52,943 shares; includes trust and spouse holdings); beneficial ownership footnotes provide transparency.
-
Considerations
- Long tenure (director since 1995) can raise refreshment/independence perception risks; Board notes active refreshment and reduced average tenure in recent years.
- No performance-based metrics tied to director compensation (time-based equity only); while standard for many boards, limits explicit pay-for-performance linkage at the director level.
-
RED FLAGS
- None disclosed regarding Item 404 related-party transactions; Board states no relationships requiring disclosure and confirms independence of committee members.
- No evidence of hedging or pledging by Mr. Kimball; pledging would require pre-approval and would not count toward ownership guideline if pledged.
