limoneira-proxy

limoneira-proxy_2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

LIMONEIRA COMPANY

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on Wednesday, April 9, 2025, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060.

In December 2023, we announced that we commenced a process to explore potential strategic alternatives aimed at maximizing value for stockholders. As part of this process, the Board has been evaluating a range of potential alternatives including, but not limited to, a sale of all or parts of the Company, a merger, and other potential strategic transactions. To assist us in this effort, the Board engaged an investment banker to shepherd a process which is now in its 14th month. Along the way, we learned a lot about ourselves, our strengths, weaknesses and potential areas of improvement.

We expect that as a result of this process, we will make commitments to implement an array of initiatives in fiscal year 2025. As we move through this process, we believe Limoneira will continue to be valued not only for its important core assets of land, water and infrastructure but as one that is respected for its brand, culture and workforce. We remain committed to all of the communities in which we do business. With management’s efforts, the Board of Directors believes we can smartly pursue and capitalize on opportunities in a coordinated effort to pursue the highest and best use of our assets, thereby enabling us to achieve greater efficiencies, productivity and profitability.

To increase our likelihood of success as we identify and pursue strategic opportunities, we believe community outreach and stockholder feedback, along with a strong and effective Board of Directors, are essential. Thus, we endeavor to strengthen our community connection and encourage stockholder input, while we recruit and retain a strong, independent and functional Board of Directors that offers guidance and oversight to management.

Enclosed please find our Notice of 2025 Annual Meeting of Stockholders and proxy statement, including a proxy card and our annual report. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals we will consider and how you can vote your shares. Please be sure to carefully follow the instructions contained in these proxy materials.

Your vote is very important to us. We encourage you to promptly vote your shares by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card, which contains instructions on how you would like your shares to be voted. Please submit your proxy card regardless of whether you will attend the Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

Sincerely,

Scott S. Slater
Chairperson of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, April 9, 2025

Limoneira Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, April 9, 2025, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060, for the following purposes:

•to elect three (3) Class II directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);

•to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”);

•to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2025 (“Proposal 3”); and

•to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These matters are more fully described in the enclosed proxy statement. The Board of Directors recommends that you vote “FOR” ALL the director nominees, “FOR” the advisory approval of the compensation of the Named Executive Officers, and “FOR” the ratification of the independent registered public accounting firm.

Stockholders of record at the close of business on February 12, 2025, the record date, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for ten (10) days preceding the Annual Meeting at our principal executive offices at 1141 Cummings Road, Santa Paula, California 93060. We will begin mailing the Notice of Annual Meeting, proxy statement and proxy card on or about February 27, 2025, to stockholders of record at the close of business on February 12, 2025.

To be sure that your shares are properly represented at the meeting, whether or not you attend, please promptly vote your shares either by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy card no later than 11:59 p.m., Pacific Time, on Tuesday, April 8, 2025.

You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please carefully read the sections in the proxy materials on attending and voting at the Annual Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.

Amy Fukutomi
Vice President of Compliance & Corporate Secretary


Limoneira Company	1	2025 Proxy Statement

Table of Contents


Proxy Statement for Annual Meeting of Stockholders	4
Purpose of Meeting	4
Questions and Answers About Attending and Voting at the Annual Meeting	5
Fiscal Year Highlights	10
Business Performance / Fiscal Year 2024 Achievements / Recent Events	10
Environmental, Social and Governance Initiatives	11
Corporate Governance and Related Matters	16
Corporate Governance Policies	16
Board of Directors Highlights	16
Board of Directors Structure	16
Board of Directors Oversight Responsibilities	17
Leadership Structure	17
Risk Oversight	17
Code of Ethics	17
Code of Business Conduct and Ethics for Directors	17
Corporate Governance Guidelines	17
Stock Ownership Guidelines	17
Policy Regarding Recoupment of Incentive Compensation (Clawback Policy)	18
Hedging and Pledging Policies	18
Board of Directors Meetings and Attendance	18
Director Independence	18
Committees of the Board of Directors	19
Committee Overview	19
Audit and Finance Committee	19
Compensation Committee	20
Nominating and Corporate Governance Committee	21
Risk Management Committee	21
Director Compensation	21
Proposal 1: Election of Directors	24
Nominations of Directors and Diversity	24
Board of Directors Refreshment	24
Nominations of Directors	24
Board of Directors and Director Evaluation and Review Process	25
Board of Directors Diversity	25
Director Education	26
Nominees for Election to the Board of Directors	26
Required Vote for Election of Directors	28
Recommendation of the Board of Directors	28


Limoneira Company	2	2025 Proxy Statement


Directors Not Up for Re-Election	29
Executive Compensation	31
Compensation Discussion and Analysis	31
Certain Information Regarding Our Executive Officers	31
Executive Officers Who Are Not Directors	31
Key Executive Compensation Objectives	31
Stockholder Engagement and Key Accomplishments	32
Fiscal Year 2024	32
Fiscal Year 2023	32
Key Compensation Program Decisions and Developments for Fiscal Year 2024	33
Benchmarking	33
Philosophy	33
Compensation Peer Group	33
Changes for Fiscal Year 2024	33
Oversight of Executive Compensation	35
Risk Assessment	35
Elements of Compensation	35
Base Salaries	36
Annual Performance Compensation Award	36
Annual Equity Incentive Awards	37
Performance Share-Based Awards	37
Restricted Share Awards	38
Strategic Special Project Bonus	38
Change In Control, Separation or Severance Benefits	39
Transaction Bonus Program	39
Retirement Plans	40
Nonqualified Deferred Compensation	40
Options and Stock Appreciation Rights	40
Performance-Based Awards	40
Restricted Stock Awards	40
Estimated Potential Incremental Payments Upon Change of Control or Certain Termination Events	41
Perquisites and Other Personal Benefits	42
Employment Agreements	42
Hedging and Pledging Policies	42
Ownership Requirement	42
Other	43
Chief Executive Officer Pay Ratio	43
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022	44
Chart of All Other Compensation in Fiscal Year 2024	45
Grants of Plan-Based Awards in Fiscal Year 2024	45
Outstanding Equity Awards at 2024 Fiscal Year End	46


Limoneira Company	3	2025 Proxy Statement


Outstanding Exercises and Stock Vested at 2024 Fiscal Year End	47
Pay Versus Performance (PVP)	48
Compensation Committee Report	50
Proposal 2: Advisory Vote on Executive Compensation	51
Required Vote for Stockholder Approval	51
Recommendation of the Board of Directors	51
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm	52
General	52
Fees	52
Pre-Approval Policies and Procedures	52
Required Vote For Stockholder Approval	53
Recommendation of the Board of Directors	53
Audit and Finance Committee Report	53
Other Information	55
Stock Ownership Information	55
Security Ownership of Certain Beneficial Owners and Management	55
Securities Authorized for Issuance Under Equity Compensation Plans	57
Certain Relationships and Related-Party Transactions	57
Policy for Approval of Related Party Transactions	57
Family Relationships and Other Arrangements	57
Delinquent Section 16(a) Reports	57
Stockholder Communications with the Board of Directors	57
Stockholder Proposals for the 2026 Annual Meeting of Stockholders	58
Stockholder Proposals – Inclusion in Company Proxy Statement	58
Other Stockholder Proposals or Nominations	58
United States Securities and Exchange Commission Reports	58
Delivery of Documents to Stockholders Sharing an Address	58
Other Matters	59

Except where the context indicates otherwise, the “Company,” “we,” “us” and “our” refer to Limoneira Company and its wholly owned subsidiaries. References to “stockholders” refer to stockholders of Limoneira Company.


Limoneira Company	4	2025 Proxy Statement

Proxy Statement for Annual Meeting of Stockholders

LIMONEIRA COMPANY
1141 Cummings Road
Santa Paula, California 93060

Proxy Statement for the Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”), for the 2025 Annual Meeting of Stockholders, to be held on Wednesday, April 9, 2025, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060 and for any adjournments or postponements thereof. We refer to the 2025 Annual Meeting of Stockholders as the “Annual Meeting.” This Notice of Annual Meeting, proxy statement and proxy card are first being mailed or provided to stockholders on or about February 27, 2025. The costs for mailing will be paid by the Company.


ANNUAL MEETING OF STOCKHOLDERS	DateWednesday, April 9, 2025
	Time10:00 a.m., Pacific Time
	Record DateFebruary 12, 2025

Purpose of Meeting

As described in more detail in this proxy statement, the Annual Meeting is being held for the following purposes:


Proposal		Board of Directors Vote Recommendation	Page Reference
1.	to elect three (3) Class II directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);	FOR	Page 24
2.	to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”);	FOR	Page 51
3.	to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2025 (“Proposal 3”); and	FOR	Page 52
4.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.


Limoneira Company	5	2025 Proxy Statement

Questions and Answers About Attending and Voting
at the Annual Meeting

Computershare Trust Company, N.A. (“Computershare”) is our inspector of election. As part of its responsibilities, Computershare is required to independently verify that you are a stockholder of the Company eligible to participate in the Annual Meeting and to determine whether you may vote at the Annual Meeting. Therefore, it is very important that you follow the instructions below to participate in the Annual Meeting.

Where and when will the meeting be held?

The Annual Meeting will be held on Wednesday, April 9, 2025, and will begin at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock, par value $0.01 (the “Common Stock”), Series B Convertible Preferred Stock and Series B-2 Convertible Preferred Stock (collectively, the Voting Stock”) at the close of business on February 12, 2025 (the “Record Date”), are entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 18,045,169 shares of Common Stock outstanding and entitled to vote, 14,790 shares of Series B Convertible Preferred Stock outstanding and entitled to vote and 9,300 shares of Series B-2 Convertible Preferred Stock outstanding and entitled to vote. Holders of our Common Stock and Series B-2 Convertible Preferred Stock are entitled to one (1) vote per share while holders of our Series B Convertible Preferred Stock are entitled to ten (10) votes per share.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following matters:

1. Proposal 1: To elect three (3) Class II directors to the Board of Directors, each to serve for a three-year term. Below are the nominees for election by stockholders at the 2025 Annual Meeting, all of whom are current directors:


Director	Age	Serving Since	Independent
Barbara Carbone	66	2023	Yes
Gordon E. Kimball	72	1995	Yes
Scott S. Slater	67	2012	Yes

2. Proposal 2: To vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement.

This advisory stockholder vote is commonly known as “Say-on-Pay”. Our Board values stockholder input as we provide oversight of the strategic growth and initiatives of Limoneira. Throughout the year, Limoneira engages with our stockholders directly by participating in investor conferences and other presentations with current and prospective stockholders. Additionally, we appropriately engage our stockholders informally throughout the year as needed to provide transparency regarding emerging issues, to discuss milestones and to inform our decision-making. As highlighted in more detail in these proxy materials, we incorporated feedback from our stockholders directly into our decision-making as a Board in 2024. Say-On-Pay is one such way that we engage with our stockholders to ensure their desires are reflected in our governance and incorporated into our decision-making.

3. Proposal 3: To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2025.

Our Audit and Finance Committee (“Audit Committee”) appointed Deloitte to serve as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ended October 31, 2025, and we ask our stockholders to ratify this appointment.

4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board recommends a vote “FOR” Proposals 1, 2, and 3.


Limoneira Company	6	2025 Proxy Statement

What do I do if I wish to attend the meeting?

It is very important that you follow the Check-in Procedure below to attend the Annual Meeting. You will not be allowed access without the proper credentials.

Check-in Procedure for Attending the Annual Meeting

Stockholders of Record. The documents that you need to provide to be admitted to the Annual Meeting depend on whether you are a stockholder of record or represent a stockholder of record.

•Individuals: If you are a stockholder of record holding shares in your own name, you must bring to the Annual Meeting a form of government-issued photo identification (e.g., a driver’s license or passport). Trustees who are individuals and named as stockholders of record are in this category.

•Individuals Representing a Stockholder of Record: If you attend on behalf of a stockholder of record, whether such stockholder is an individual, corporation, trust or partnership:

•you must bring to the Annual Meeting a form of government-issued photo identification (e.g., a driver’s license or passport); AND

•either:

•a letter from the stockholder of record that you represent authorizing you to attend the Annual Meeting on their behalf; OR

•a duly executed proxy card from the stockholder of record appointing you as proxy, which must be received as set forth in this proxy statement by 11:59 p.m., Pacific Time, on April 8, 2025.

Beneficial Owners. If your shares are held by a bank or broker (often referred to as holding in “street name”), the organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank or other agent, and present the valid legal proxy to the inspector of elections at the meeting. If you decide to attend, you should go to the “Beneficial Owners” check-in area at the Annual Meeting. The documents that you need to provide to be admitted to the Annual Meeting depend on whether you are a beneficial owner or represent a beneficial owner.

•Individuals. If you are a beneficial owner, you must bring to the Annual Meeting:

•a form of government-issued photo identification (e.g., a driver’s license or passport); AND

•either:

•a legal proxy that you obtained from your bank or broker; OR

•your most recent brokerage account statement or a recent letter from your bank or broker showing that you own shares of the Company.

•Individuals Representing a Beneficial Owner. If you attend on behalf of a beneficial owner, you must bring to the Annual Meeting:

•a form of government-issued photo identification (e.g., a driver’s license or passport); AND

•a letter from the beneficial owner authorizing you to represent such beneficial owner’s shares at the Annual Meeting.


Limoneira Company	7	2025 Proxy Statement

If I am a stockholder of record of Voting Stock, how do I vote?


	By Telephone: Call 1-800-652-VOTE (8683). You can use any touch-tone telephone to transmit your voting instructions up until voting is announced to be closed during the Annual Meeting. You need to have your proxy card in hand when you call and follow the instructions.
	Over the Internet: Go to www.investorvote.com/LMNR. You can use the Internet 24 hours a day to transmit your voting instructions until voting is announced to be closed during the Annual Meeting. You need to have your proxy card in hand when you access the website and follow the instructions.
	By Mail: You may submit your vote by completing, signing and dating your proxy card and returning it in the prepaid envelope to Proxy Services, C/O Computershare Investor Services, PO Box 43101, Providence, RI 02940-5067 to be received by 11:59 p.m., Pacific Time, on April 8, 2025.
	During the Meeting: See specific instructions below.

Voting in Person at the Annual Meeting

Stockholders of Record. Stockholders of record may vote their shares in person at the Annual Meeting by ballot. Each proposal has a separate ballot. You must properly complete, sign, date and return the ballots to the inspector of election at the Annual Meeting to vote in person. To receive ballots, you must bring with you the documents described below:

•Individuals. You will receive ballots at the check-in table when you present your identification. If you already voted by proxy and do not want to change your votes, you do not need to complete the ballots. If you do complete and return the ballots to us, your previously delivered proxy will be automatically revoked.

•Individuals Voting on Behalf of Another Individual. If you vote on behalf of another individual who is a stockholder of record, we must receive by 11:59 p.m., Pacific Time, on April 8, 2025, a duly executed proxy card from such individual stockholder of record appointing you as his or her proxy. If we received such executed proxy card, you will receive ballots at the check-in table when you present your identification.

•Individuals Voting on Behalf of a Legal Entity. If you represent a stockholder of record that is a legal entity, you may vote that legal entity’s shares if it authorizes you to do so. The documents you must provide to receive ballots at the check-in table depend on whether you are representing a corporation, trust, partnership or other legal entity.

•If you represent a corporation:

•you must bring to the Annual Meeting a letter or other document from the corporation, on the corporation’s letterhead and signed by an officer of the corporation, that authorizes you to vote the corporation’s shares on its behalf; OR

• a duly executed proxy card from the corporation appointing you as its proxy, which must be received as set forth in this proxy statement by 11:59 p.m., Pacific Time, on April 8, 2025.

•If you represent a trust, partnership or other legal entity, we must receive by 11:59 p.m., Pacific Time, on April 8, 2025, a duly executed proxy card from the legal entity appointing you as its proxy. A letter or other document will not be sufficient for you to vote on behalf of a trust, partnership or other legal entity other than a corporation.

Beneficial Owners. If you hold your shares in street name, your bank, broker or their appointed agent is forwarding these proxy materials to you. Because your name does not appear on the share register of the Company, you will not be able to vote in person at the Annual Meeting unless you request a legal proxy from your bank or broker and bring it with you to the Annual Meeting.

•Individuals. As an individual, the legal proxy will have your name on it. You must present the legal proxy at check-in to the inspector of election at the Annual Meeting to receive your ballots.

•Individuals Voting on Behalf of a Beneficial Owner. Because the legal proxy will not have your name on it, to receive your ballots, you must bring to the Annual Meeting a letter from the person or entity named on the legal proxy that authorizes you to vote its shares at the Annual Meeting.


Limoneira Company	8	2025 Proxy Statement

What does it mean to vote by designated proxies?

The persons who are the designated proxies will vote as you direct in your proxy or voter instruction card.

Please note that proxies returned without voting directions, and without specifying a proxy to attend the Annual Meeting and vote on your behalf, will be voted by the proxies designated by our Board in accordance with the recommendations of our Board.

What if I want to change or revoke my vote?

You may revoke or change your proxy any time before the Annual Meeting by:

•Submitting a later vote via the Internet or telephone prior to 11:59 p.m., Pacific Time, on April 8, 2025; or

•Submitting a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

•Providing notice in writing before the meeting to: Mark Palamountain, Executive Vice President, Chief Financial Officer and Treasurer, Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060 or by facsimile to (805) 525-8211.

What if I submit a proxy without giving specific voting instructions?

If you properly submit a proxy without giving specific voting instructions, the individuals named as proxies on the proxy card will vote your shares:

•FOR the election of the three (3) Class II nominees for directors to the Board of Directors;

•FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers;

•FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2025; and

•in accordance with the best judgment of the individuals named as proxies on the proxy card on any other matters properly brought before the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

If you are a registered stockholder and do not submit a proxy, you must attend the meeting to vote your shares up until voting is announced to be closed at the Annual Meeting. If you hold shares in “street name,” your shares may be voted with respect to discretionary matters even if you do not provide voting instructions to your bank or broker but will not be voted with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, shares not voted are treated as “broker non-votes.”

The proposals to elect three (3) Class II directors (Proposal 1) and to vote on an advisory resolution to approve the executive compensation (Proposal 2) are considered non-discretionary items; therefore, you must provide instructions in order to have your shares voted on these matters. If your shares are held in street name and you do not instruct your broker how to vote, your broker will have discretion to vote your shares on our sole “routine” matter - Proposal 3, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending October 31, 2025.

What constitutes a quorum, permitting the meeting to conduct its business?

The presence at the Annual Meeting, participating in person or by proxy, of holders of a majority of the issued and outstanding shares of Voting Stock entitled to vote as of the Record Date is considered a quorum for the transaction of business at the Annual Meeting. If you attend the Annual Meeting to vote in person or submit a properly completed proxy by mail, by telephone or via the Internet, your shares of Voting Stock will be considered part of the quorum.

Shares represented by proxies that are marked “Abstain” or “Withhold” will be counted as shares present for purposes of determining the presence of a quorum. Shares of stock entitled to vote that are represented by broker non-votes will be counted as shares present for purposes of determining the presence of a quorum. A broker non-vote occurs when the broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power to vote on that proposal without specific voting instructions from the beneficial owner.


Limoneira Company	9	2025 Proxy Statement

If the persons present or represented by proxies at the Annual Meeting do not constitute a quorum, we will postpone the Annual Meeting to a later date.

How many votes are needed to approve a proposal?

For the proposal to elect three (3) Class I directors to the Board of Directors (Proposal 1), each director nominee receiving a plurality of the votes cast at the Annual Meeting will be elected as a director. Stockholders of any class or series of stock shall be permitted to cumulate votes for the election of directors.

The proposal to approve, on an advisory basis, of the compensation of the Company’s named executive officers (“NEOs”) (Proposal 2), and the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ended October 31, 2025 (Proposal 3), each require the affirmative vote of the holders of at least a majority of the outstanding shares present, in person or by proxy, at the Annual Meeting and entitled to vote thereon. Abstentions have the same effect as a vote “against” the proposal. Broker non-votes have no impact on these proposals.

Computershare, the proxy tabulator and inspector of election appointed for the Annual Meeting, will tabulate all votes. Computershare will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

How is solicitation being made?

We, the Company, are making this solicitation and as such, the cost of solicitation of proxies will be borne by us. Our directors, officers, and employees may make solicitation, personally or by telephone, email or fax. The Notice of Annual Meeting, the proxy statement, and proxy card will be distributed to beneficial owners of Voting Stock through brokers, custodians, nominees and other like parties, and we expect to reimburse such parties for their charges and expenses. We have retained Sodali & Co. (“Sodali”), a proxy solicitor, to assist us in the solicitation of proxies for the Annual Meeting. The Company will pay Sodali $25,000 plus reimbursement for its reasonable out-of-pocket expenses. The Company will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as our proxy solicitor.

We may supplement the original solicitation of proxies by mail with solicitation by telephone, and other means by directors, officers and/or employees of the Company and by Internet, phone, or other means by Sodali. We will not pay any additional compensation to these individuals, other than Sodali, for any such services.

What should I do if I have any questions?

If you have any questions or require any assistance with voting your shares of Voting Stock, please contact Sodali, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call (203) 658-9400, or email LMNR@investor.sodali.com.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K within four (4) business days after the Annual Meeting. If final voting results are not available to us at that time, we intend to file a current report on Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an amendment to such current report on Form 8-K to publish the final results.


Limoneira Company	10	2025 Proxy Statement

Fiscal Year Highlights

Business Performance / Fiscal Year 2024 Achievements / Recent Events

On December 1, 2023, we announced the commencement of a strategic review process to explore potential alternatives aimed at maximizing stockholder value (“Strategic Alternatives Process”). Potential strategic alternatives could include, but are not limited to, a sale of all or part of the Company and its assets, a merger or other transaction. The Board has not set a timetable for completion of the review and no transaction or other outcome is guaranteed to take place. At this time, we cannot predict the impact that such strategic alternatives might have on our business, operations or financial condition.

In December 2023, we sold twelve (12) acres of real property located in Yuma, Arizona, for a sales price of $0.8 million. After transaction and closing costs, we recorded a gain on sale of approximately $0.2 million.

In April 2024, the Company conducted an organization restructuring resulting in severance benefit costs of approximately $1.2 million.

On April 30, 2024, our real estate development joint venture with The Lewis Group of Companies (“Lewis”) closed an additional 554 residential homesites at the Harvest at Limoneira master planned community in Santa Paula, CA (“Harvest”) and we recorded equity in earnings of investments of $16.6 million in the second quarter of fiscal year 2024. On June 5, 2024, we received a cash distribution of $15.0 million from the joint venture.

On May 7, 2024, it was announced that the Santa Paula City Council approved the proposal brought by the Company’s real estate development joint venture with Lewis to increase the number of entitled lots at Harvest from 1,500 dwelling units to 2,050 dwelling units. The Santa Paula City Council approved an amendment allowing for the 550-unit increase on April 3, 2024. The 550-unit increase will provide 250 additional single family for-sale homesites within Phase 3 of Harvest. Additionally, the Company in partnership with Lewis plans to construct 300 multi-family rental homes on a mixed-use portion of the project.

On December 19, 2023, we declared a cash dividend of $0.075 per common share payable on January 12, 2024, in the aggregate amount of approximately $1.3 million to holders of Common Stock of record as of January 2, 2024. On March 19, 2024, we declared a cash dividend of $0.075 per common share payable on April 12, 2024, in the aggregate amount of approximately $1.3 million to holders of Common Stock of record as of April 1, 2024. On June 25, 2024, we declared a cash dividend of $0.075 per common share payable on July 19, 2024, in the aggregate amount of approximately $1.4 million to holders of Common Stock of record as of July 8, 2024. On September 24, 2024, we declared a cash dividend of $0.075 per common share payable on October 18, 2024, in the aggregate amount of approximately $1.4 million to holders of Common Stock of record as of October 7, 2024.

On December 17, 2024, we declared a cash dividend of $0.075 per common share payable on January 15, 2025, in the aggregate amount of approximately $1.4 million to holders of Common Stock of record as of December 30, 2024.

On February 19, 2025, the Board adopted an Amended and Restated Clawback Policy that provides for the recoupment of erroneously awarded executive compensation, including both performance-based and time-based incentive compensation, in the event an accounting restatement is required. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and Nasdaq Stock Market Listing Rule 5608. The Clawback Policy is available on our website at https://investor.limoneira.com/corporate-governance/overview.


Limoneira Company	11	2025 Proxy Statement

Environmental, Social and Governance Initiatives

Our Mission Statement

“Limoneira is an agricultural and community development company which, based upon its rich heritage and traditions, seeks to not only maximize value for its customers and stockholders, but to enhance its legacy by employing sustainable practices in all aspects of operations including stewardship of both its natural and human resources.”

Since 1893, Limoneira has been dedicated to fostering the wellbeing of our communities, employees, and their families. We are committed to being a force for good within our local neighborhoods, conducting business with unwavering ethics, caring for the land that supports us, and promoting inclusivity. Our success is not just measured in dollars, but it is manifested by the tangible improvements of the lives and communities we support. Our environmental sustainability, social responsibility, and corporate governance (“ESG”) efforts are governed at the highest level and includes Board and committee oversight, executive leadership and subject matter experts who lead initiatives across our business. We listen to feedback from our employees, stakeholders, investors, business partners, and other essential contributors to continually evolve our practices as we strive to exceed their expectations.

The Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board oversees our ESG programs and practices, including climate change, human capital management, diversity, stakeholder relations, and health, safety and the environment. The Nominating Committee considers long- and short-term trends and their potential environmental and social impacts to our business. The Nominating Committee’s role in overseeing our ESG programs has been formally designated and codified in the Nominating Committee’s charter. The Chairperson of this committee, Elizabeth Mora, is a seasoned ESG professional who provides guidance to our Board and management. Our ESG programs are managed by our Vice President of Compliance and Corporate Secretary, Amy Fukutomi. Our Corporate Social Responsibility Committee (“CSR Committee”), which oversees human rights, supply chain and customer social audits, is chaired by our Director of Human Resources, Debra Walker. We also have an ESG Council comprised of members of senior management, company Vice Presidents and department stakeholders.


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The ESG Council also functions as the Company’s Environmental Management System (“EMS”), which provides a formal structure for reducing our environmental impact and improving operating efficiency. The roadmap of our EMS, as set forth below, outlines the procedure for continuously identifying problems, planning and implementing the solutions, measuring progress, and reviewing results before returning to the identification phase. Our Board considers any environmental, social, or health and safety matters at each of its regular meetings with reports by management.

Sustainable Development Goals Roadmap

Limoneira aligns with the United Nation’s Sustainable Development Goals (“SDGs”). While the goals were originally developed for use by governments, the goals prove to be valuable for corporations as well. We use the SDGs to inform the direction of our sustainability program and to align on common goals with other like-minded institutions.

Environmental:

We are dedicated to continual improvement and the adoption of practices that strengthen our business, minimize negative environmental impact, and ensure the long-term viability of our operations.

Social:

We are committed to improving the lives of all our stakeholders by helping to provide access to our products, increasing the diversity within our Company, and safeguarding human rights.

Governance:

We are resolute in upholding strong governance practices to protect the interests of and create long-term value for our investors, supply chain, customers, employees and communities.


Limoneira Company	13	2025 Proxy Statement

Governance

Corporate Accountability

Operating ethically and with integrity while abiding by local, regional, and national regulatory and legal standards governing our industry is an integral part of how we do business — and we expect the same from our partners and supply chain. We disclose policies on our website that govern how we operate and help ensure enterprise-wide compliance to further increase the trust and support of our stakeholders.

Every Company employee is guided by our Code of Ethics (“Ethics Code”). The Ethics Code applies to our Board, all employees and others conducting business on our behalf, including consultants, contract workers and temporary workers (as applicable by law). We require annual certification of our Ethics Code by employees and our Board. See additional details under the heading “Corporate Governance and Related Matters.”

Risk Management

Risk management is an essential and dynamic process involving the identification, evaluation, and response to potential threats and uncertainties that could potentially impact the business. Risks may arise from a variety of sources including regulatory changes, environmental factors, natural disasters, economic pressures, technological disruptions, health and safety, and human rights risks across the supply chain. Ultimate oversight of the Company’s risks lies with the Board and its Risk Management Committee (“Risk Committee”).

Cybersecurity

Limoneira recognizes that cybersecurity is an important aspect of risk management. Our Board and its Risk Committee oversee our cybersecurity program and receive regular reports from our management team to ensure that directors are fully versed on this topic and evaluate the program on a continual basis for its scope and efficacy. Our Vice President of Packing and Technology and Director of Information Technology directly manage information security and lead the development of enterprise-wide policies, standards, strategies, architectures, and processes. We also work with our independent registered public accounting firm and internal auditors to continually develop and evaluate our programs.

We are committed to continued investment and strengthening of our computer systems, software, networks, and other technological assets. Our information security program is designed to preserve the integrity, confidentiality, and continued availability of data owned by, or in the care of, the Company and to protect against cybersecurity attacks by unauthorized parties or individuals attempting to gain access to confidential information, destroy data, degrade or disrupt service, sabotage systems, or otherwise cause damage. Our information security practices are governed by the following policies and practices:

•Cybersecurity Risk Management Policy

•Governance and Capability Model

•Incident Response Plan

•Acceptable Use of Information Technology Resources

•Information Security Policy

•Data Classification Standard

•Third-Party Security Standard

Social

Community Involvement, Philanthropy and Education

Limoneira adopts a comprehensive approach to social responsibility, serving as a steadfast ally to its surrounding communities. From fostering educational avenues, making donations, to championing volunteerism, we take pride in our endeavors to uplift communities and support those in need. Our dedication transcends mere gestures; it’s woven into partnerships like the one with Food Share of Ventura County, ensuring that vital, nourishing sustenance reaches those facing hardships. We actively participate in initiatives like Crime Stoppers, contributing to the safety of our neighborhoods.


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Additionally, we collaborate with affordable housing organizations such as House Farmworkers Community Group, underscoring our commitment to accessible housing solutions. Many of our team members hold active roles in various community groups, including the Boys and Girls Club, Rotary, Chamber of Commerce, Ag Leadership, industry-specific organizations and educational boards. As a company, we endeavor to play our part in shaping a brighter future for all.

Recognizing the value of education, we sponsor a Limoneira Employee Scholarship Fund open to all employees and their dependents. By providing the opportunity to access higher education, we are able to enrich the lives of our employees by investing in their futures and promoting opportunities for upward social mobility.

Education is among a community’s most valuable assets. As such, we work to share our knowledge and encourage the next generation in sustainable agriculture. We often host educational tour groups of various ages to provide insights into the fascinating world of agriculture, help people to connect with the origins of their food, and learn what it takes to put a piece of fruit on the table. We also participate in career seminars and STEM Day activities both at the ranch and offsite.

Employee Wellbeing and Safety

Employee wellbeing and safety stand as non-negotiable priorities at Limoneira. We recognize that our team members are the life force of our organization, and we make every effort to promote a culture of health and safety. We firmly believe that a healthy, safe, and valued workforce not only drives our success but also embodies the core values that define Limoneira’s culture and identity. We are steadfast in our commitment to workplace safety through rigorous training and protocols, ensuring the mental and physical wellbeing of our employees through support systems and on-site health resources and providing competitive compensation and benefits packages that recognize their contributions. We firmly believe that a healthy, safe, and valued workforce not only drives our success but also embodies the core values that define Limoneira’s culture and identity.

Employee Compensation and Benefits

Limoneira is deeply committed to the wellbeing, satisfaction, and professional growth of all its employees. We are an equal opportunity employer offering equitable pay and opportunities, paired with a best-in-class benefits package including affordable top-tier healthcare, vision and dental insurance, and an optional flexible spending account. To better help our employees secure their financial futures, we also provide a generous 401(k) contribution and matching program.

We recognize the difficulty in finding affordable housing. We own and maintain 240 housing units located primarily near our headquarters in Ventura County, California. Leasing priority is offered to Limoneira employees, labor contractors, and other farmworkers. This unique employment benefit provides safe and affordable housing while allowing us to maintain a dependable, long-term employee base. We contract with a local transportation company to provide our residents’ children with safe and convenient transportation to and from school. The proximity of our housing units to our facilities allows workers to easily commute to and from work, while reducing the carbon footprint associated with commuting.

Human Rights and Responsible Labor Practices

Human rights are the foundation of a just and equitable society, and Limoneira is dedicated to safeguarding them with unwavering commitment. We recognize that every individual, regardless of race, ethnicity, nationality, gender, religion, sexual orientation, sexual identity, or disability status possesses inherent entitlement to fundamental respect and dignity—as aligned with the United Nations Universal Declaration of Human Rights. At Limoneira, we are committed to promoting these rights and providing a discrimination-free workplace where every voice is not just heard but valued. Limoneira requires that any members of its supply chain adhere to internationally recognized human rights standards including provisions on working time and safe working environments, while prohibiting behaviors such as discrimination and forced child labor.

Limoneira has its own Ethical Charter on Responsible Labor Practices (the “Charter”). The Charter sets forth best practices and is complimented by our comprehensive Policy on Human Rights and Labor, which sets forth additional protections against discrimination towards any minority group, gender, or other demographic subsets. The Charter also serves as our Supplier Code of Conduct (“Supplier Code”) applicable to all business partners, contractors, consultants and our supply chain. Suppliers and vendors (collectively, “Vendors”) are evaluated on labor practices and human rights performance according to the Supplier Code, while also subject to the environmental standards set forth by our Environmental Policy. All Vendors are asked about sustainability, social audits, safety, quality, licensing and other specifics depending on the type of Vendor. Documentation, certificates, sustainability statement and other reference documents, are kept on file for annual review.


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Environmental

Natural Resources

Limoneira recognizes that agriculture would be impossible without natural resources, and we created an array of initiatives to promote and protect them. Our team is constantly experimenting with regenerative practices to utilize land and water resources as efficiently as possible, while we continue to expand our application of cover crops and pollinator habitats to support above and belowground biodiversity.

Carbon

Much of the conversation surrounding climate change revolves around greenhouse gas emissions, specifically carbon dioxide. While we avoid significant emissions through our solar installations and the purchase of renewable electricity from the grid, our sustainability and farming teams work hand-in-hand to create innovative solutions for minimizing soil-based emissions from fertilizers. We conduct a number of exciting experiments as we strive to lead the way in sustainable agriculture.

Climate Smart Agriculture

Climate smart agriculture is a farming methodology that promotes sustainability while addressing challenges posed by climate change. It is intended to improve resilience to climate variability and enhance food security, while mitigating the effects of climate change on agricultural systems and reducing the environmental burden of agricultural activities. The approach involves the integration of technology, such as our soil moisture monitoring systems, and the adaptation of sustainable land management practices, such as cover cropping or the conversion to no-till. At Limoneira, climate smart agriculture is exemplified by our application of integrated pest management, low-impact farming practices, and our leverage of natural ecosystem services.

Waste

We appreciate that resources are finite, and we manage our waste stream to prioritize environmental responsibility, resource conservation, and community wellbeing. We strive to minimize waste generation at the source and divert as much waste from landfills as possible. The majority of waste produced by Limoneira is organic material from the production process, which accounts for 88% of our total waste stream by mass. We recycle 100% of our organic waste through our strategic partnership with Agromin. This, along with other green waste collected across Ventura County, is transformed into nutrient-rich mulch, which is then reapplied to our orchards. In doing so, we are able to divert this material from landfills, where it would otherwise produce methane.


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Corporate Governance and Related Matters

Corporate Governance Policies

We have the following corporate governance policies:

•Anti-Corruption Policy;

•Ethics Code;

•Corporate Governance Guidelines;

•Regulation FD Disclosure Policy;

•Stock Ownership Guidelines (“Ownership Guidelines”);

•Amended and Restated Clawback Policy (“Clawback Policy”);

•Code of Business Conduct and Ethics for Directors (“Directors Code”); and

•Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures and Guidelines with Respect to Certain Transactions in Securities of Limoneira Company and Other Companies in which Limoneira Maintains a Relationship (“Insider Trading Policy”).

Board of Directors Highlights

•Seven (7) current directors; six (6) are independent and two (2), or 29%, are women;

•Standing committee chairs are independent, consisting of independent chairs of the Audit & Finance Committee (“Audit Committee”), Compensation Committee, Nominating & Corporate Governance Committee (“Nominating Committee”), and Risk Management Committee (“Risk Committee”);

•Executive sessions of non-management directors are held at each regular Board and committee meetings;

•75% of committee leadership roles are held by women;

•Six (6) of our seven (7) Board members have experience on other public company boards and two (2) of our seven (7) Board members are current or former public company chief executive officers; and

•Annual Board, committee, and individual performance evaluations assess the skills and performance of our directors.

Board of Directors Structure

The Bylaws provide that the exact number of directors shall consist of not less than six (6) and not more than twelve (12) directors as fixed from time to time by resolution of a majority of the total number of directors that the Company would have if there were no vacancies. Our Board is currently fixed at seven (7) directors. Our Bylaws divide the Board into three (3) classes, each class serving for a term ending on the date of the third Annual Meeting of Stockholders following the Annual Meeting of Stockholders at which such director was elected.

Effective January 1, 2024, our seven (7) directors are divided among the three (3) classes as follows:


Class I Directors	Class II Directors	Class III Directors
Term expires 2027 Annual Meeting	Term expires 2025 Annual Meeting	Term expires 2026 Annual Meeting
Harold S. Edwards Edgar A. Terry	Barbara Carbone Gordon E Kimball Scott S. Slater	Elizabeth Mora Peter J. Nolan


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Board of Directors Oversight Responsibilities

Leadership Structure

The leadership structure of the Board is centered on the concept of an appropriate balance between management and the Board. The Board believes that it is in the Company’s best interests that the Chairperson and Chief Executive Officer roles are separate. The separation allows the Chief Executive Officer to focus primarily on leading the day-to-day operations of the Company while the Chairperson can focus on leading the Board in its consideration of strategic issues, critical discussions, and monitoring corporate governance and stockholder issues. To encourage open discussion and communication among the directors, executive sessions of non-management directors are held during each Board and committee meeting. Mr. Scott S. Slater was appointed Chairperson of the Board in July 2022. Mr. Harold S. Edwards serves as the Company’s President and Chief Executive Officer. Mr. Edwards is also a member of the Board.

Our Board established an Audit Committee, Compensation Committee, Nominating Committee, and a Risk Committee. Each committee plays an important role in the governance and leadership of the Board, and each is chaired by an independent director. For additional information regarding these committees, please see “Committees of the Board of Directors” and for biographies of the Chairperson and members of each of the committees, please see “Proposal 1: Election of Directors”.

Risk Oversight

Although management is responsible for the day-to-day management of the risks of our Company, the Board and its committees have active roles in overseeing the management of our risks and bear the ultimate responsibility for risk management. The Board regularly reviews information regarding our operational, financial, legal, environmental, industry, human capital and strategic risks. Specifically, senior management attends meetings of the Risk Committee, provides presentations on operations including our risk matrix, and is available to address any questions or concerns raised by the Board. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risk. Our committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk aligned with its area of focus. In addition, the Board receives reports from our independent registered public accounting firm, internal auditors and other consultants and meets in executive sessions with these outside consultants.

Code of Ethics

Our Ethics Code sets forth our commitment to ethical business practices. Our Ethics Code applies to our directors, officers and staff. Copies of our Ethics Code are provided without charge upon written request to: Investor Relations at Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060. The Ethics Code is also available on our website at https://investor.limoneira.com/corporate-governance/overview. Any amendments to or waivers from the Ethics Code granted to Directors or any NEO are disclosed on our website promptly following the amendment of wavier. There were no waivers granted or requested in fiscal year 2024.

Code of Business Conduct and Ethics for Directors

Our Board believes it is in the best interest of the Company to have a Directors Code to align with corporate governance best practices, promote ethical behavior and protect confidential information provided to directors. The Directors Code is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Corporate Governance Guidelines

Our Corporate Governance Guidelines serve as a flexible framework within which our Board and its committees operate. The Corporate Governance Guidelines cover several areas, including Board composition, role of the Chairperson, Board meetings, director selection and qualifications, Board operations and performance, performance evaluations, and succession planning. Our Corporate Governance Guidelines document is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Stock Ownership Guidelines

Our Board believes that certain officers and non-employee directors of the Board should own significant amounts of the Company’s Common Stock to promote a long-term perspective in managing the Company and to ensure alignment with stockholders, capital markets and public interests. To meet this objective, the Board has Ownership Guidelines for certain officers and non-employee directors of the Board, consistent with best practices and stockholder advisor expectations for public companies. In addition to the non-employee directors of the Board, the individuals who are subject to the Ownership


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Guidelines are the President and Chief Executive Officer and Chief Financial Officer. The Ownership Guidelines are available on our website at https://investor.limoneira.com/corporate-governance/overview.

Policy Regarding Recoupment of Incentive Compensation (Clawback Policy)

The Board believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. Therefore, the Board adopted a Clawback Policy that provides for the recoupment of erroneously awarded executive compensation, including both performance-based and time-based incentive compensation, in the event an accounting restatement is required. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and Nasdaq Stock Market Listing Rule 5608. The Clawback Policy is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Hedging and Pledging Policies

Among other things, the Insider Trading Policy prohibits all members of the Board, all executive officers of the Company, and other specifically designated employees of the Company (collectively, “Pre-Clearance Persons”) from engaging in certain short-term or speculative transactions in securities issued by the Company (the “Covered Securities”).

Specifically, Pre-Clearance Persons are generally prohibited from engaging in hedging transactions with respect to Covered Securities; short sales of Covered Securities; short-term trading of Covered Securities (subject to certain exceptions); and transactions in put options or call options (or any derivative security that has similar characteristics to those options) on an exchange or in any other organized market. Unless advance approval is obtained from the compliance officer, these restrictions regarding short-term or speculative transactions also apply to each Pre-Clearance Person’s immediate family members (including his or her spouse), other persons living in such Pre-Clearance Person’s household, and entities over which such Pre-Clearance Person exercises control. While employees who are not Pre-Clearance Persons are not generally prohibited from engaging in the above transactions, the Company strongly discourages all the Company’s employees (including part-time and temporary employees), officers, directors, consultants, and contractors from engaging in such transactions. In addition, Pre-Clearance Persons are required to obtain prior written approval from the compliance officer before holding Covered Securities in a margin account or pledging Covered Securities as collateral for a loan. The Insider Trading Policy is also available on our website at https://investor.limoneira.com/corporate-governance/overview.

Board of Directors Meetings and Attendance

Directors are expected to attend Board, strategic planning, and applicable Board committee meetings and to review meeting materials in advance of such meetings. Directors also are expected to attend the Company’s Annual Meeting of Stockholders as well as listen to the quarterly earnings conference calls in real time or a recording soon thereafter.

The Board met nine (9) times during fiscal year 2024 including four (4) special meetings. Six (6) of our seven (7) directors attended the 2024 Annual Meeting of Stockholders held in person.

Director Independence

The NASDAQ Rules require that a majority of the Board be independent. The Board consists of seven (7) directors, of which six (6) are non-management directors. Each year, the Board reviews the materiality of any relationship that any of our directors may have with the Company, either directly or indirectly. No member of the Board has any relationship or arrangement that would require disclosure under Item 404 of Regulation S-K. For additional information see “Certain Relationships and Related-Party Transactions” in this proxy statement. Based on this review, the Board determined that the following current directors are “independent directors” as defined by the NASDAQ Rules: Messrs. Gordon E. Kimball, Peter J. Nolan, Scott S. Slater, Edgar A. Terry and Mses. Barbara Carbone, and Elizabeth Mora.

Each director who is a member of the Audit Committee, Compensation Committee, Nominating Committee and Risk Committee is an independent director.


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Committees of the Board of Directors

Committee Overview

The standing committees of the Board include the Audit Committee, Compensation Committee, Nominating Committee and Risk Committee. A copy of the charters for each of the standing committees is available on the Company’s website at https://investor.limoneira.com/corporate-governance/overview.

The composition of our committees is as follows:


Fiscal Year 2025 Committees	Barbara Carbone	Harold S. Edwards	Gordon E. Kimball	Elizabeth Mora	Peter J. Nolan	Scott S. Slater	Edgar A. Terry
Audit & Finance
Compensation
Nominating & Corporate Governance

SEC Form DEF 14A filed by Limoneira Co