Scott Slater
About Scott S. Slater
Scott S. Slater (age 67) has served on Limoneira’s Board since 2012 and was appointed independent Chairperson in July 2022. He is a shareholder at Brownstein Hyatt Farber Schreck with 40 years in complex water law, author of California Water Law and Policy, and holds a BA from University of Redlands and a JD from University of the Pacific – McGeorge School of Law . He served as President/CEO and director of Cadiz Inc. from 2011 until January 1, 2024; he now serves as senior advisor to Cadiz and is CEO of ATEC Water Systems, a Cadiz subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadiz Inc. (NASDAQ: CDZI) | President, CEO, Director | 2011 – Jan 1, 2024 | Led water infrastructure strategy; stepped down to senior advisor |
| Brownstein Hyatt Farber Schreck | Shareholder; Executive Committee member | Not disclosed; current | Water law specialist; executive governance responsibilities |
| San Diego County Water Authority | Lead negotiator for largest U.S. water transfer | Not disclosed | Executed landmark water transfer |
| Academia (US, Australia, China) | Lecturer in Water Law | Not disclosed | Education and public policy engagement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cadiz Inc. | Senior Advisor | Current | Transitioned from CEO effective Jan 1, 2024 |
| ATEC Water Systems (Cadiz subsidiary) | CEO | Current | Operates within Cadiz corporate structure |
| Brownstein Hyatt Farber Schreck | Shareholder | Current | Legal practice and strategy in water law |
Board Governance
- Independent Chair since July 2022; roles are separated from CEO, with executive sessions of non-management directors at each Board and committee meeting .
- Current committees: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Slater is an “independent director” under NASDAQ rules; no relationships requiring Item 404 disclosure .
- Attendance: FY2024 Board met 9 times (4 special); 6 of 7 directors attended the 2024 Annual Meeting .
- Committee activity FY2024: Audit met 4x with 100% attendance; Compensation met 7x with 95% attendance; Nominating met 5x with 87% attendance; Risk met 4x with 100% attendance .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Director Compensation ($) | $172,670 | $220,000 |
| Cash Fees ($) | $87,310 | $135,000 |
| Equity Stock Award ($) | $85,360 | $85,000 |
| Equivalent Shares (#) | 5,250 (granted 3/21/2023 at $16.26) | 4,413 (granted 3/26/2024 at $19.26) |
Director fee schedule (effective FY2024):
| Fee Component | Member | Chair |
|---|---|---|
| Board Annual Fee | $145,000 | $205,000 |
| Audit & Finance Committee | $10,000 | $20,000 |
| Compensation Committee | $7,500 | $15,000 |
| Nominating & Corporate Governance Committee | $7,500 | $15,000 |
| Risk Management Committee | $6,000 | $12,000 |
| Board Chair Cash Premium | — | +$60,000 cash |
| Payment Mix | $60,000 cash + $85,000 equity (Board) | Cash + $85,000 equity (Board) |
Performance Compensation
| Award Type | Grant Date | Vesting | Shares/Value | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (annual) | Mar 26, 2024 | One-year vest on Mar 26, 2025 | 4,413 shares; $85,000 grant-date value | None disclosed; time-based vesting per 2022 Plan minimum 1-year requirement |
| Options | N/A | N/A | None issued | Limoneira does not issue option awards for non-management directors |
Notes:
- Equity compensation represents 50% of total annual director compensation for FY2024; value increased to align at median per Pearl Meyer review and NACD practices .
- Cash compensation paid quarterly in arrears .
- Clawback Policy applies to executive incentive compensation; directors are covered by Ownership Guidelines and Insider Trading Policy including hedging/pledging limits .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Considerations |
|---|---|---|---|
| Cadiz Inc. (public) | Senior Advisor; Former President/CEO and Director | Not disclosed | Limoneira’s compensation peer group includes Cadiz, Inc., which Slater led and on whose board he served until 2024; potential perception risk in benchmarking oversight, though no Item 404 transactions disclosed |
- No current disclosure of Slater serving on other public company boards beyond prior Cadiz role .
Expertise & Qualifications
- Water law and stewardship subject-matter expert; extensive transactional and strategic counseling .
- Recognitions: Named among California’s top 100 lawyers by Daily Journal .
- Academic contributions: Taught water law in multiple geographies; authored leading California water law treatise .
- Board skills matrix indicates public company board service, strategic leadership, operations/HR, ESG, and industry background (agriculture, water rights, real estate) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Scott S. Slater | 54,357 | <1% (*) | Includes 4,413 restricted shares vesting Mar 26, 2025; voting/dividend rights retained prior to vesting |
| Shares Outstanding (Common) | 18,045,169 | — | As of Feb 12, 2025 |
Policies affecting alignment:
- Stock Ownership Guidelines applicable to non-employee directors; document available on governance site .
- Insider Trading Policy prohibits hedging, short sales, and derivatives; pledging requires prior written approval .
Governance Assessment
- Strengths: Independent Chair, majority independent Board, structured committee oversight, regular executive sessions, and robust governance policies (Ownership Guidelines, Clawback, hedging/pledging limits) support board effectiveness and investor alignment .
- Compensation alignment: Director pay increased in FY2024 to market median; 50% equity mix and one-year vesting align with NACD practices; Slater’s FY2024 compensation rose versus FY2023 in line with revised program .
- Attendance: High committee attendance (Audit 100%, Risk 100%, Compensation 95%, Nominating 87%) and active meeting cadence indicate engagement .
- Potential RED FLAGS: Prior leadership and ongoing advisory ties to Cadiz while Cadiz is in Limoneira’s compensation peer group may present perceived benchmarking interlock risk; however, Board affirms independence and reports no related-party transactions requiring Item 404 disclosure .
- Risk controls: Prohibitions on hedging and constraints on pledging reduce misalignment risk; any future pledging would require pre-approval and would be a red flag if disclosed .
