Peter Nolan
About Peter J. Nolan
Peter J. Nolan (age 66) has served on Limoneira’s Board since January 1, 2024 and is a Class III director with a term expiring at the 2026 annual meeting. He is Chairman of Nolan Capital, Inc. (founded 2014), Senior Advisor (and former Managing Partner) at Leonard Green & Partners, and previously held senior investment banking roles at DLJ, Drexel, Prudential Securities, and Manufacturers Hanover. He serves on the board of AerSale Holdings, Inc., and holds a B.S. in Agricultural Economics & Finance and an MBA from Cornell University. The Board class structure effective January 1, 2024 confirms his Class III status.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Nolan Capital, Inc. | Founder & Chairman | Founded 2014 – present | Family office; long-term investments in growth companies |
| Leonard Green & Partners (LGP) | Managing Partner; currently Senior Advisor | Managing Partner since 1997; currently Senior Advisor | Private equity leadership; capital allocation |
| DLJ (now Credit Suisse) | Managing Director; Co-Head, LA Investment Banking | Joined 1990 (through 1997 transition to LGP) | Capital markets and advisory leadership |
| Drexel Burnham Lambert | First Vice President, Corporate Finance | 1986–1990 | Corporate finance coverage |
| Prudential Securities | Vice President | 1982–1986 | Corporate finance |
| Manufacturers Hanover Trust Company | Associate | Not specified | Early career in finance |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| AerSale Holdings, Inc. | Public company | Director | Current board service |
| Diamond Wipes International | Private company | Chairman | Portfolio leadership via Nolan Capital |
| Ortega National Parks | Private company | Chairman | Portfolio leadership |
| Country Supplier (C-A-L Ranch Stores; Coastal Farm & Ranch) | Private company | Chairman | Portfolio leadership |
| Water Engineering | Private company | Controlling shareholder | Portfolio control position |
| United States Olympic & Paralympic Foundation | Non-profit | Trustee | Philanthropic governance |
Board Governance
- Committee assignments (FY2025): Audit & Finance (Member); Risk Management (Member). The Board determined Mr. Nolan qualifies as an SEC “audit committee financial expert.”
- Independence: Board determined Mr. Nolan and all committee members are “independent” under NASDAQ rules; no relationships requiring Item 404 disclosure.
- Attendance and engagement: Audit Committee met four times in FY2024 with 100% attendance; Risk Committee met four times in FY2024 with 100% attendance; the Board met nine times, and six of seven directors attended the 2024 annual meeting.
- Class/tenure: Class III, term expires at 2026 annual meeting; joined January 1, 2024 (board refreshment).
- Executive sessions and policies: Non-management directors hold executive sessions during each Board and committee meeting; hedging, short sales, and derivative transactions are prohibited for pre-clearance persons; pledging requires pre-approval.
Fixed Compensation
| Component (FY2024 program) | Member | Chair | Notes |
|---|---|---|---|
| Director Total (Cash + Equity) | $145,000 | $205,000 | Paid $60,000 cash + $85,000 equity; Board Chair receives an additional $60,000 cash premium |
| Audit & Finance Committee | $10,000 | $20,000 | Annual committee retainers |
| Compensation Committee | $7,500 | $15,000 | |
| Nominating & Corporate Governance Committee | $7,500 | $15,000 | |
| Risk Management Committee | $6,000 | $12,000 |
| Peter J. Nolan – FY2024 Director Pay | Amount | Details |
|---|---|---|
| Fees Earned in Cash | $49,167 | Pro rata after appointment 1/1/2024 |
| Equity Stock Awards (grant-date FMV) | $97,398 | Includes appointment grant and annual grant; equivalent 5,033 shares |
| Total FY2024 Compensation | $146,565 |
- Market alignment changes: Following a Pearl Meyer review, effective November 1, 2024, the Board increased annual retainers and equity value to align with median market levels; equity set at $85,000 of total.
- Options: Limoneira does not issue option awards to non-management directors; none outstanding.
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Price / Value | Vesting | Notes |
|---|---|---|---|---|---|
| Appointment RSU/Restricted Stock | Jan 2, 2024 | 609 | $20.37 per share (closing price) | Not specified | One-time appointment grant |
| Annual Restricted Stock | Mar 26, 2024 | 4,413 | $19.26 per share; program value $85,000 | Vests in one year, on Mar 26, 2025 | Annual director grant under 2022 Plan (1-year minimum vest) |
| Options | — | — | — | — | Company does not grant director options |
- Performance metrics: None disclosed for director equity; grants are time-vested to align with stockholders per director program (not performance-conditioned).
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock With LMNR |
|---|---|---|---|
| AerSale Holdings, Inc. | — | Director | None disclosed; no Item 404 relationships; no FY2024 related-party transactions |
| Diamond Wipes International (private) | — | Chairman | None disclosed |
| Ortega National Parks (private) | — | Chairman | None disclosed |
| Country Supplier (private) | — | Chairman | None disclosed |
| Water Engineering (private) | — | Controlling shareholder | None disclosed |
- Related-party/Item 404: Company states no relationships requiring Item 404 disclosure and no related-party transactions in FY2024.
Expertise & Qualifications
- Financial expert: Board determined Mr. Nolan qualifies as an “audit committee financial expert” under SEC rules.
- Capital markets and PE leadership: Decades of experience across LGP, DLJ, Drexel, Prudential, and MHT; extensive finance, asset management, and capital management expertise.
- Education: B.S. Agricultural Economics & Finance and MBA, Cornell University.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Peter J. Nolan | 1,108,772 | 6.14% | Includes 4,413 restricted shares vesting Mar 26, 2025; held 1,103,750 shares per Schedule 13D/A filed Dec 15, 2023, prior to appointment |
- Ownership guidelines: Directors must hold $150,000 in common stock; unvested performance-based awards and pledged shares do not count; new 10b5-1 plans restricted until requirement is met. Given his beneficial ownership, Mr. Nolan exceeds the director guideline.
- Hedging/pledging: Hedging, short sales, derivatives are prohibited for pre-clearance persons; pledging requires prior written approval; no pledging disclosures for Mr. Nolan.
Governance Assessment
- Independence and oversight: Independent director; serves on Audit & Finance and Risk Management committees; designated audit committee financial expert—supports board financial oversight and investor confidence.
- Engagement: Committee attendance was 100% for both Audit and Risk in FY2024; Board met 9 times, indicating active governance cadence.
- Ownership alignment: Significant ownership (6.14%) strongly aligns interests with shareholders and comfortably exceeds director ownership guidelines.
- Compensation design: Director pay is a balanced mix of cash and time-vested equity (no options), with 2024 adjustments following a Pearl Meyer review to align with market—reduces pay risk and emphasizes alignment.
- Conflicts and related parties: No Item 404 relationships disclosed; no FY2024 related-party transactions; strict insider trading, hedging, and pledging controls in place—no red flags identified.
- Board refresh: Appointment on January 1, 2024 was part of refresh (board reduced from 11 to 7 in recent years; average tenure 9.6 years), signaling attention to board composition.
RED FLAGS: None disclosed—no related-party transactions, no Section 16(a) delinquencies, and compliance with independence standards.
