Mark Palamountain
About Mark Palamountain
Executive Vice President, Chief Financial Officer & Treasurer of Limoneira Company (LMNR). Age 49; BS in Finance from the University of Colorado at Boulder. He has served as CFO & Treasurer since January 2018 and was elevated to Executive Vice President in April 2024; previously Senior Director of Agricultural Operations (2014–2018) and Director of Business Development & Integration (2012–2014); earlier roles include CEO/founder of Perpetual Power (solar integration), Managing Director and Head of NASDAQ Trading at Broadpoint Securities (2003–2008), Principal at Thomas Weisel Partners (2001–2003), and trader at JPMorgan (1997–2001) . The compensation program links “Compensation Actually Paid” to company performance with emphasis on Adjusted EBITDA, Revenues, gains on strategic special projects, and equity earnings from real estate development; CAP analyses also assess Company TSR versus peer TSR (Dow Jones U.S. Food Producers Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Limoneira Company | Executive Vice President, Chief Financial Officer & Treasurer | Apr 2024–Present | Principal financial officer; treasury; execution under asset-light roadmap |
| Limoneira Company | Chief Financial Officer & Treasurer | Jan 2018–Apr 2024 | Finance leadership; capital allocation; reporting |
| Limoneira Company | Senior Director of Agricultural Operations | 2014–2018 | Operational oversight of ag operations |
| Limoneira Company | Director of Business Development & Integration | 2012–2014 | Corporate development and integration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VM Agritech | Director; Chair, Audit Committee | Current | Governance and financial oversight |
| Perpetual Power LLC | Chief Executive Officer; Founder | Prior to LMNR | Solar integration; finance/product technology leadership |
| Broadpoint Securities | Managing Director, Head of NASDAQ Trading | 2003–2008 | Led trading desk of ~25 traders; market operations |
| Thomas Weisel Partners | Principal | 2001–2003 | Principal role in finance |
| JPMorgan Chase | Trader | 1997–2001 | Trading experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 395,846 | 419,231 | 450,000 |
| All Other Compensation ($) | 30,039 | 50,739 | 53,458 |
| Total Compensation ($) | 1,129,415 | 2,160,670 | 1,482,822 |
All Other Compensation breakdown:
| Category | FY 2022 ($) | FY 2023 ($) | FY 2024 ($) |
|---|---|---|---|
| Stock Dividends | 15,024 | 31,426 | 25,989 |
| Company 401(k) Contributions | 10,600 | 15,446 | 22,616 |
| Perquisites & Personal Benefits | 3,060 | 2,950 | 3,577 |
| Insurance Premiums Paid by Company | 1,355 | 917 | 1,276 |
| Total | 30,039 | 50,739 | 53,458 |
Cash bonus target structure (short-term incentive):
- FY 2024 Annual Performance Compensation Award: Threshold 30%, Target 60%, Max 120% of base salary .
- FY 2023 Annual Cash Incentive schedule: Threshold 25%, Target 50%, Max 100%; no cash award paid for FY 2023 performance .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Annual Performance Compensation (FY 2024) | 70% Adjusted EBITDA; 30% Individual Performance Goals | 70%/30% | 60% of base salary target | $455,942 (paid FY 2025) | Cash paid FY 2025 |
| Performance Share-Based Award (FY 2024–FY 2026) | 3-year CAGR performance goal (threshold 2%, target 5%, max 8%) | N/A | 17,693 target shares | Not issued until earned | Vests at end of performance period; not included as compensation until earned |
| Annual Restricted Share Award (FY 2024) | Time-based retention | N/A | 17,693 shares ($250,000) | Grant date fair value $250,000 | Vests in 3 equal tranches on Oct 31, 2024/2025/2026 |
| SSP Bonus (June 6, 2024) | 3% of gains on asset sales/real estate development | N/A | Capped $2.1M annually; $4.5M total through 2027 | $249,974 cash; 12,278 restricted shares ($249,974 equivalent) | Shares vest June 6, 2025 |
| SSP Bonus (Dec 20, 2024) | 3% of gains on asset sales/real estate development | N/A | Capped $2.1M annually; $4.5M total through 2027 | $23,448 cash; 892 restricted shares ($23,448 equivalent) | Shares vest Dec 18, 2024 |
| Prior SSP Bonuses (FY 2023) | Gains on asset sales/Harvest equity earnings | N/A | — | $1.2M (sale of Northern Properties); $149,309 (Harvest equity), each 50% cash/50% stock | Mar 7, 2023 shares (38,119) and Dec 18, 2023 shares (3,807) issued |
Vesting activity FY 2024:
- Discretionary awards vested: 10,000 shares; Market value realized $222,900 .
- Incentive equity awards vested: 59,147 shares; Market value realized $1,130,790 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (record date FY 2024) | 92,864 shares; vesting schedule: 72,394 vest in 2024; 14,573 in 2025; 5,897 in 2026 |
| Unvested restricted stock (FY 2024 year-end) | 53,570 shares (10,000 discretionary; 43,570 incentive plan awards) |
| Estimated potential acceleration (change in control/termination) | 122,717 shares; market value $3,146,464 at $25.64 (Oct 31, 2024) |
| Stock ownership guidelines | CFO required to hold 3x base salary equivalent |
| Hedging/pledging | Hedging prohibited; pledging/margin accounts require prior approval; Insider Trading Policy applies to Pre-Clearance Persons |
| Options | No option grants disclosed; equity awards are restricted shares and performance-based shares (2022 Omnibus Plan) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Company disclosed no employment agreements with NEOs in FY 2023–FY 2024 |
| Change-in-control retention program | Double-trigger; if terminated without cause or resigns for good reason during window starting at definitive agreement or 90 days pre-CIC and ending 12 months post-CIC: cash payment equal to 200% of base salary and COBRA coverage up to 24 months; subject to release |
| Equity acceleration on CIC/termination | 2022 Omnibus Plan provides vesting lapse/acceleration upon change of control or certain termination events (death, disability, retirement, termination other than for cause) |
| Transaction Bonus Agreement (Aug 22, 2024) | Base payout $2,225,000 if deal price ≥ $28 per share; increases in $0.25 increments up to, but not including, $40; at $40, payout $3,150,000; above $40, increases $37,500 per $1; if Transaction Bonus is paid, SSP eligibility ceases and Transaction Bonus reduced by SSP paid amounts |
| SSP Bonus Program (Retention Bonus Agreements, Oct 26, 2022) | Eligible for 3% of gains on specified asset sales/real estate development through Dec 31, 2027; annual cap $2.1M; aggregate cap $4.5M; SSP earnings deducted from EBITDA in incentive calculations to avoid double-counting |
| Clawback policy | Amended and restated recoupment policy adopted to comply with SEC Rule 10D-1 and Nasdaq Rule 5608; available on corporate governance site |
| Insider trading policy | Prohibits hedging, short sales, derivatives; pledging/margin requires prior written approval; applies to executives and directors |
Compensation Structure Analysis
- Shift toward equity-heavy mix beginning FY 2024: Committee engaged Pearl Meyer, revised compensation philosophy, increased emphasis on restricted share awards and performance share-based awards to align with long-term shareholder interests .
- Annual performance cash award anchored to Adjusted EBITDA (70%) and individual goals (30%) for FY 2024, reinforcing pay-for-performance; FY 2023 cash incentive paid zero despite available schedule, reflecting discipline .
- SSP Bonus Program ties meaningful compensation to asset monetization and development earnings under asset-light strategy; while aligning with stated strategic roadmap, it introduces potential incentives around timing of asset sales; caps mitigate runaway payouts and SSP amounts offset Transaction Bonuses .
- Adoption of clawback and updated insider trading policies (limiting hedging/pledging) and ownership guidelines (CFO 3x salary) strengthen governance and alignment .
Additional Notes and Governance
- Perquisites are modest: company vehicles, standard health and welfare benefits, dividends on stock awards, 401(k) contributions; consistent with All Other Compensation breakdowns .
- Related party transactions: none reported in FY 2023; policy requires Audit Committee review and disclosure .
- Company TSR and peer TSR, Net Income, and Adjusted EBITDA are used in CAP disclosures; Adjusted EBITDA identified as most important performance measure in FY 2024 .
Investment Implications
- Strong alignment through equity grants, ownership guidelines, and clawbacks; large unvested and performance-contingent shares (53,570 unvested; further performance shares possible) suggest retention levers and reduce near-term selling pressure .
- SSP and Transaction Bonus structures create potential sale/asset monetization incentives; base Transaction Bonus for Palamountain ($2.225M at ≥$28/share, up to $3.15M at $40/share) could bias preferences around strategic alternatives, though offsets with SSP reduce double-dipping .
- Cash incentive tied primarily to Adjusted EBITDA and individual goals underscores focus on operational execution; FY 2024 payout ($455,942) indicates achievement, while FY 2023 cash payout restraint signals discipline .
- Hedging/pledging restrictions and absence of employment guarantees lower governance risk; equity acceleration provisions and CIC severance (200% salary + COBRA) are standard-market, not excessive .
