Harold Edwards
About Harold Edwards
Harold S. Edwards is President & CEO of Limoneira since November 2003 and a director since 2009; he is age 59 and holds a BA from Lewis & Clark College and an MBA from Thunderbird School of Global Management (ASU) . Board leadership is separated with Scott S. Slater as independent Chair since July 2022; Edwards serves as a non-compensated management director (Class I, term through 2027) . Performance context: Adjusted EBITDA improved to $26.7 million in FY2024 from a negative $0.2 million in FY2023, with EBITDA reconciled per proxy; Net income attributable to Limoneira was $7.716 million in FY2024 . The proxy’s Pay Versus Performance table identifies Adjusted EBITDA as the primary link to “compensation actually paid” and presents TSR and peer TSR benchmarking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Puritan Medical Products (Airgas Inc.) | President | Not disclosed | Executive leadership in industrial/medical products |
| Fisher Scientific International, Inc. | Management positions | Not disclosed | Operations and commercial management experience |
| Cargill, Inc. | Management positions | Not disclosed | Global agribusiness expertise |
| Agribrands International | Management positions | Not disclosed | Branded feed/agribusiness exposure |
| Ralston Purina Company | Management positions | Not disclosed | Consumer/food operations experience |
| Mission Produce, Inc. | Management positions | Not disclosed | Produce supply chain and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Compass Diversified Holdings (NYSE: CODI) | Director | Not disclosed | Public company board service |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 679,762 | 693,299 | 719,250 |
| Equity Incentive Plan Compensation (grant-date fair value) | 825,550 | 1,766,543 | 955,704 |
| Non-Equity Incentive Plan Compensation | 435,550 | 1,124,500 | 751,483 |
| All Other Compensation | 60,372 | 69,010 | 72,471 |
| Total | 2,001,234 | 3,653,352 | 2,498,908 |
All Other Compensation (FY2024) detail: stock dividends $38,215; 401(k) company contributions $28,187; perquisites and personal benefits $2,809; insurance premiums $3,260 .
Performance Compensation
| Component | Weighting | Target Structure | Target/Threshold Values | Actual FY2024 Outcome | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | 70% Adjusted EBITDA; 30% individual strategic objectives | Threshold 75%, Target 100%, Max 125% of Adjusted EBITDA vs budget | Threshold equals 38% of base salary; Target 75%; Max 150% (CEO) | Company achieved 79% of modified Adjusted EBITDA; CEO achieved 47.5% of personal objectives | 44% of base salary = $295,779 paid for FY2024 | Paid after fiscal year end per program |
| Performance Share-Based Awards (PSUs) | 50% of annual equity grant value | 3-year revenue CAGR | Threshold 2% (50% vest); Target 5% (100% vest); Max 8% (200% vest) | Performance period Nov 1, 2023 – Oct 31, 2026 | Not yet issued; will be determined post-period via Committee discretion | Service continuation; performance shares issued after period if goals met |
| Restricted Share Awards (RSAs) | 50% of annual equity grant value | Time-based | FY2024 grant valued at $500,000 translating to 35,385 shares at $14.13 (Nov 1, 2023 close) | N/A | Vests in three equal annual tranches (Oct 31, 2024/2025/2026) | Service-based vesting |
| Strategic Special Project (SSP) Bonuses | Variable | 5% of gains on defined asset sales/development earnings; annual cap $3.0M, total cap $7.5M for CEO | Based on qualifying transactions; cash + restricted stock | FY2024 payouts: $416,623 (June) and $39,081 (Dec) cash; equity components issued at $20.36 and $26.30 close prices | Equity issued: 20,463 shares (June 6, 2024) and 1,486 shares (Dec 20, 2024); corresponding cash components equal amounts | SSP shares vest on specified dates (e.g., June 6, 2025; Dec 18/20, 2024) |
Equity Grants and Vesting Detail (FY2024 and outstanding)
| Award Type | Grant Date | Shares | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Share Award (FY2024) | Nov 1, 2023 | 35,385 | 500,000 | 3 equal tranches on Oct 31, 2024/2025/2026; 23,590 unvested at FY-end |
| Performance Share-Based Award (target) | Nov 1, 2023 | 35,385 target; 17,693 threshold; 70,771 max | 500,000 | Performance period Nov 1, 2023 – Oct 31, 2026 |
| SSP Equity (Harvest Phase 2) | Jun 6, 2024 | 20,463 | 416,623 | Vests Jun 6, 2025 |
| SSP Cash (Harvest Phase 2) | Jun 6, 2024 | — | 416,623 | Cash at grant |
| SSP Equity (Additional Harvest earnings) | Dec 20, 2024 | 1,486 | 39,081 | Vests Dec 20, 2024 |
| SSP Cash (Additional Harvest earnings) | Dec 20, 2024 | — | 39,081 | Cash at grant |
| Retention RSAs (Discretionary) | Dec 20, 2022 | 30,000 | Not disclosed | 3 equal tranches on Dec 20, 2023/2024/2025; 20,000 unvested at FY-end |
| FY2023 performance RSAs | Dec 18, 2023 | 12,588 | Not disclosed | Two tranches on Dec 18, 2024/2025; all unvested at FY-end |
| FY2023 SSP RSAs (Harvest) | Dec 18, 2023 | 6,362 | Not disclosed | Vest Dec 18, 2024; all unvested at FY-end |
| FY2022 performance RSAs (remaining) | Dec 20, 2022 | 28,563 total; 14,281 unvested at FY-end | Not disclosed | Two tranches on Dec 20, 2023/2024 |
FY2024 vestings realized: Discretionary retention 20,000 shares ($445,800); Incentive plan awards 89,609 shares ($1,727,937) .
Equity Ownership & Alignment
| Ownership Snapshot | Value |
|---|---|
| Beneficial ownership (common shares) | 236,248 (1.31% of 18,045,169 common shares outstanding) |
| Unvested restricted stock at FY-end (10/31/2024) | 97,284 shares (20,000 discretionary; 77,284 plan-based) |
| Market value of all unvested shares (as of 10/31/2024 at $25.64) | $5,304,737 |
| Ownership guidelines | CEO must hold stock equal to 4x base salary; directors $150,000; CFO 3x salary |
| Hedging/pledging policy | Hedging prohibited; pledging requires prior written approval; margin accounts require pre-approval |
| Options status | No stock options or SARs outstanding/granted in FY2024 |
Note: Proxy does not disclose any shares pledged by Mr. Edwards; pledged shares do not count toward ownership guideline compliance . No related-party transactions disclosed in FY2024 .
Employment Terms
- Employment agreements: None in FY2024 for NEOs .
- Change-in-Control Retention Program (approved July 23, 2024): Double-trigger; if terminated without cause or resigns for good reason during defined window, CEO receives 200% of base salary in a lump sum and up to 24 months of COBRA coverage; equity awards under the 2022 Plan accelerate/lapse per plan provisions .
- Equity acceleration mechanics: On change in control, options/SARs (if any) become fully exercisable and restrictions lapse; performance awards convert as if target achieved and continue vesting for service conditions if assumed; RSAs continue vesting per agreement unless otherwise provided .
- Transaction Bonus Program (approved Aug 22, 2024): Lump-sum bonus if a qualifying transaction closes (80%+ asset sale, 50%+ voting control change, or board majority change over 2 years). CEO base bonus $3,750,000 at $28/share; $5,250,000 if $40/share; increases $62,500 for every $1 above $40; eligibility preserved if terminated without cause within 180 days post-close; offsets SSP bonus amounts if both payable .
Board Governance
- Board service history: Director since 2009; Class I director, term expires at the 2027 annual meeting . Non-compensated management director .
- Leadership structure: Independent Chair (Scott S. Slater), separate from CEO; executive sessions of non-management directors held at each meeting .
- Committees: All committees chaired by independent directors. Nominating Committee chaired by Elizabeth Mora (5 meetings; 87% attendance FY2024). Risk Management Committee chaired by Edgar A. Terry (4 meetings; 100% attendance FY2024). Audit & Finance Committee chaired by Barbara Carbone .
- Director compensation schedule (FY2024): Director annual fee $145,000 ($60,000 cash; $85,000 equity); Chair premium +$60,000 cash. Committee fees: Audit $10,000/$20,000; Compensation $7,500/$15,000; Nominating $7,500/$15,000; Risk $6,000/$12,000 . Edwards receives no director compensation .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 179,281,000 | 174,381,000 | 185,923,000 |
| EBITDA ($) | 12,623,000 | 22,353,000 | 21,306,000 |
| Adjusted EBITDA ($) | 11,894,000 | (224,000) | 26,718,000 |
| Net income attributable to Limoneira ($) | (236,000) | 9,400,000 | 7,716,000 |
Pay Versus Performance (CEO CAP and TSR highlights):
- Compensation Actually Paid (CAP) to CEO: $1,331,988 (2022), $3,710,212 (2023), $4,323,665 (2024); TSR measure presented alongside peer TSR (Dow Jones U.S. Food Producers Index) .
Revenue and EBITDA (S&P Global snapshot)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 179,281,000 | 174,381,000 | 185,923,000 |
| EBITDA ($) | 6,892,000* | (14,459,000)* | 3,492,000* |
*Values retrieved from S&P Global.
Compensation Committee Analysis
- Committee members (FY2024): Elizabeth Mora (Chair), Barbara Carbone, Scott S. Slater .
- Independent consultant: Pearl Meyer engaged in FY2023 for program redesign and in FY2024 for change-in-control and transaction bonus design; committee determined independence and no conflicts .
- Peer group used in FY2023 benchmarking included agricultural/food producers and land companies (e.g., Alico, Calavo Growers, Mission Produce, Vital Farms, St. Joe, Tejon Ranch, Maui Land & Pineapple, etc.) .
- Program changes for FY2024 increased equity weighting (50% PSUs, 50% RSAs), instituted ownership guidelines, clawback policy, and formal hedging/pledging limits .
Risk Indicators & Red Flags
- SSP bonuses tie pay to asset monetization under strategic “asset-light” plan; awards can be sizable (e.g., FY2023 included a $2,000,000 SSP bonus; CEO pay ratio declined from 80:1 in FY2023 to 52:1 in FY2024) .
- Transaction Bonus creates large payouts tied to deal price ($28–$40+ per share ladder), offsetting SSP if both apply; aligns incentives with strategic alternatives but could raise perceived sale bias risk if not balanced by governance .
- Clawback policy amended and restated in Feb 2025 to meet SEC/Nasdaq Rule 5608—recoupment for restatements .
- No related party transactions and no family relationships disclosed in FY2024 .
- Hedging prohibited and pledging restricted (pre-approval required); ownership guidelines enforce meaningful skin-in-the-game .
Employment & Contracts
| Term | Provision |
|---|---|
| Employment Agreement | None in FY2024 for NEOs |
| Change-in-Control | Double-trigger; 200% base salary lump sum + up to 24 months COBRA; equity acceleration/lapse per 2022 Plan |
| Transaction Bonus | $3.75M base at $28/share; $5.25M at $40/share; +$62,500 per $1 above $40; eligibility if terminated without cause within 180 days of close; offsets SSP |
| Clawback | Amended and restated Feb 19, 2025 to comply with SEC/Nasdaq |
| Hedging/Pledging | Prohibited hedging; pledging requires pre-approval; margin account pre-approval |
Director Compensation (Edwards-specific)
| Item | Value |
|---|---|
| Board Compensation | Non-compensated management director; no cash or equity for board service |
| Committee Roles | Not listed on independent committees; committees comprised of independent directors |
Investment Implications
- Pay-for-performance alignment increased via 50/50 PSU/RSA mix and cash incentive tied 70% to Adjusted EBITDA; FY2024 payout scaled to 79% of modified Adjusted EBITDA and 47.5% personal objectives (44% of salary) . This structure supports operational execution but relies on non-GAAP adjustments; investors should monitor definitions and committee discretion .
- Upcoming vesting tranches are material (e.g., 97,284 unvested shares; multiple RSAs and SSP awards vest in 2024–2026), which can create near-term selling pressure and incremental share supply; ownership guidelines and hedging/pledging restrictions partially mitigate alignment risks .
- Transaction Bonus program tightly links incentives to sale price outcomes ($28–$40+), potentially sharpening management focus on strategic alternatives; governance safeguards (independent Chair, independent committees, clawback) are in place, but investors should assess deal-process quality and fairness .
- No employment agreement reduces severance certainty outside change-in-control; the double-trigger 2x salary and COBRA is moderate vs market and may lower retention risk through a transaction window .
- External board exposure (CODI) adds network and capital markets insight but warrants monitoring for time allocation and potential interlocks; none disclosed as related-party/conflict .
