DEF 14A 1 ny20006689x1_def14a.htm DEF 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
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☒			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12

MISSION PRODUCE, INC.

(Name of Registrant as Specified In Its Charter)

(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

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MISSION PRODUCE, INC.

2710 Camino Del Sol

Oxnard, California 93030

February 27, 2023

Dear fellow stockholders:

Fiscal 2022 proved to be a challenging year for Mission. Nevertheless, we were able to achieve several key successes and milestones despite these challenges. As always, we remain fully committed to delivering value to our customers, stakeholders, and to you, our stockholders. With fiscal 2022 behind us, we have eagerly begun the hard work that is needed in fiscal 2023 to drive the business forward, and we remain laser focused on bolstering our position as a world leader in sourcing, producing, and distributing our suite of products.

With that in mind, I would like to cordially invite you to attend the 2023 Annual Meeting of Stockholders of Mission Produce, Inc. to be held virtually via live webcast on April 13, 2023, at 1:30 p.m. (Pacific Time). You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVO2023.

We have decided to hold the Annual Meeting virtually again as it (i) enables stockholders to attend and participate from any location around the world, (ii) provides for cost savings to the Company and our stockholders, and (iii) reduces the environmental impact of our Annual Meeting.

At the Annual Meeting you will be asked to (i) elect three Class III director nominees for three-year terms, (ii) approve, on an advisory basis, the compensation of our named executive officers, (iii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2023, and (iv) transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented and voted. We encourage you to vote promptly and submit your proxy via the Internet, by telephone, or by completing and mailing a proxy card.

On behalf of our Board of Directors, we thank you for your continued support of the Company.

Sincerely,

Stephen J. Barnard

Chief Executive Officer

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

February 27, 2023

Date and Time: The 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of Mission Produce, Inc. will be held on Thursday, April 13, 2023, at 1:30 p.m. Pacific Time.

Location and Attendance: Our 2023 Annual Meeting will be held solely by remote communication via an online platform. You will be able to attend the 2023 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2023 and using your control number which can be found on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Please read “GENERAL INFORMATION” in the accompanying proxy statement.

Record Date: February 14, 2023. Stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2023 Annual Meeting and any continuation, postponement, or adjournment thereof.

Beginning on February 27, 2023, we sent a Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card, as applicable, to all stockholders entitled to vote at the 2023 Annual Meeting.

Items of Business: At the 2023 Annual Meeting, you will be asked to:

1.	Elect three Class III directors to the Board of Directors for a three-year term. The nominees for election to the Board of Directors are Stephen J. Barnard, Bonnie C. Lind, and Linda B. Segre.

2.	Approve, on an advisory basis, the compensation of our named executive officers.

3.	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023.

4.	Transact such other business as may properly come before the 2023 Annual Meeting or any continuation, postponement or adjournment thereof.

Voting: Regardless of whether you plan to attend the 2023 Annual Meeting, it is important that your shares be represented and voted. Please read the Notice of Annual Meeting of Stockholders and proxy statement with care and follow the voting instructions to ensure that your shares are represented. We encourage you to submit your proxy as soon as possible by Internet, telephone, or by signing, dating, and returning your proxy card or voter instruction form provided to you.

By order of the Board of Directors,

Joanne C. Wu

General Counsel and Secretary

Oxnard, California

February 27, 2023

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			Page
PROXY STATEMENT SUMMARY AND HIGHLIGHTS			1
ITEM 1: ELECTION OF DIRECTORS			11
Board of Directors Overview			11
2023 Nominees to the Board of Directors			14
Continuing Directors			15
CORPORATE GOVERNANCE			17
Board of Directors Leadership Structure			17
Enterprise Risk Management and the Board’s Role in Risk Oversight			17
Cybersecurity and Information Technology			17
Corporate Governance Guidelines			18
Codes of Ethics and Conduct			18
Board Meetings and Attendance			18
Communications with the Board			19
Board Committees and Charters			19
Board and Committee Evaluations			21
Board Orientation and Education			21
Director Compensation			21
2022 Director Compensation			23
EXECUTIVE COMPENSATION			24
Executive Officers			24
Compensation Discussion and Analysis			25
Executive Compensation Tables			39
No Executive Employment Arrangements; Offer Letters			43
Potential Payments Upon Termination or Change in Control			44
Compensation Committee Report			45
CEO PAY RATIO			46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			49
Policies and Procedures for Review, Approval or Ratification of Related Party Transactions			49
Related Party Transactions			49
ITEM 2: ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION			51
ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			52
Fees Billed by Deloitte for 2021 and 2020			52
Audit Committee Report			53
GENERAL INFORMATION			54
Availability of Proxy Statement and Annual Report			54
Virtual Annual Meeting			54
Voting			54
Record Date			55
Quorum			55
Voting Procedures			55
Proxy Solicitation			56
Year End Reporting Convention			56
Stockholders Sharing the Same Address			56
Electronic Delivery of Future Proxy Materials			56
2024 Annual Meeting Proposals			56
Incorporation by Reference			57
Forward-Looking Statements			57
Other Matters			58

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PROXY STATEMENT SUMMARY AND HIGHLIGHTS

This Proxy Statement is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of Mission Produce, Inc., a Delaware corporation (“we,” “our,” the “Company” or “Mission”), for use at our 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”) to be held on Thursday, April 13, 2023, at 1:30 p.m. Pacific Time, or at any adjournment or postponement thereof. At the 2023 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement. The 2023 Annual Meeting will be held virtually on the Internet. You will be able to attend the 2023 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2023. Only common stockholders of record at the close of business on February 14, 2023, which is the record date for the 2023 Annual Meeting, are permitted to vote at the 2023 Annual Meeting and any adjournment or postponement thereof.

This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.

We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice”), or the Proxy Statement and proxy card, as applicable, on February 27, 2023, to all stockholders entitled to vote at the 2023 Annual Meeting.

2023 Annual Meeting

Meeting Date and Time			April 13, 2023, at 1:30 p.m. Pacific Time

Record Date			February 14, 2023

Location			Virtual live webcast. You will be able to attend the 2023 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2023. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “GENERAL INFORMATION” section of the Proxy Statement

Voting Matters and Board Recommendations

Proposal #	Item	Board Recommendation	Page Reference
1	Election of Directors	FOR each nominee	11
2	Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay)	FOR	51
3	Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for fiscal year 2023	FOR	52

How to Vote

				By Internet. You may submit a proxy over the Internet at www.proxyvote.com before 11:59 p.m. Eastern time on April 12, 2023. You will need to have your 16‐digit control number included on your Notice, voting instruction form or proxy card.
				By Telephone. You may submit a proxy over the telephone by calling 1-800-690-6903. Use any touch-tone telephone to transmit your vote before 11:59 p.m. Eastern Time on April 12, 2023. You will need to have your 16‐digit control number included on your Notice, voting instruction form or proxy card.
				By Mail. Mark, sign and date the proxy card provided to you and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
				At the Meeting. To vote at the 2023 Annual Meeting, visit www.virtualshareholdermeeting.com/AVO2023. You will need the control number that appears on your Notice, proxy card, or voting instruction form to log on and vote at the virtual 2023 Annual Meeting. Please see “General Information” in this proxy statement for more information.

Important Notice Regarding Availability of Proxy Materials for the 2023 Annual Meeting to be held on April 13, 2023. This Proxy Statement and 2022 Annual Report are available at www.proxyvote.com. You are encouraged to read these materials before you vote.

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Fiscal 2022 Business Highlights

Fiscal 2022 was a challenging year for us. Our business experienced a number of setbacks early on in the fiscal year with our transition to a new enterprise resource planning (“ERP”) system. While our operations largely recovered from the challenges associated with our ERP conversion beginning with the second quarter, our financial results continued to be impacted by significant cost inflation, limited fruit supply out of Mexico (our largest sourcing region) and sub-optimal sizing of our owned Peruvian fruit.

While our business certainly faced some headwinds and challenges, we were nevertheless able to deliver several key successes and milestones. First, we generated $1 billion of revenue (a 17% increase compared to the prior year) for the first time in our Company’s nearly 40-year history. Additionally, we made significant inroads with Peruvian programs on our owned production and converted several large retailers to Peruvian product for the first time. We continued to demonstrate the value of our vertically integrated global sourcing network and delivered for our customers amidst an industry environment plagued with short supply and high pricing. Importantly, we continued to make investments in expanding our global footprint, a critical element of our long-term growth strategy, with the expansion into the United Kingdom. We began development of our new distribution center in the United Kingdom and put in place a strong team with a proven track record.

As demonstrated below, our business remains resilient, and we delivered on several financial, strategic, and operational points that position us well for future long-term growth and success.

	Achieved Total Revenue of $1.04B, a historic milestone for the Company's nearly 40 year history			Produced 117M pounds of exportable avocados from owned Peruvian farms, a 15% increase year over year			Significantly expanded executive talent and advanced succession planning efforts with the appointment of a new President and Chief Operating Officer and a new Senior Vice President, Sales
	Began development of 13th forward distribution center in the United Kingdom to further expand global distribution footprint and drive category consumption abroad			Opened second forward distribution and ripening center in China with joint venture partners			Successfully advanced both avocado and mango programs with large retailers

Our Commitment to Sustainability

For almost 40 years, we have invested in our people, provided the highest quality product, and demonstrated good stewardship of our planet. Our sustainability strategy focuses on identifying the sustainability issues and risks most relevant to our business and developing a comprehensive governance structure and long-term strategy to address these key risks.

In 2020, we performed a systematic materiality assessment with guidance from an external third party to identify the most important areas of sustainability from a business and stakeholder perspective. We engaged with more than 40 stakeholders, including customers, suppliers, business partners, and Company leadership to learn the topics that were most important and/or relevant to each stakeholder group. As part of this materiality assessment, we focused primarily on the following:

•	Understanding the market context on sustainability for our industry and business.

•	Collecting and analyzing data required to measure the impact related to Mission’s energy, emissions, waste, and water use.

•	Developing a vision to help identify and define key areas of focus.

•	Determining a roadmap and framework for future action steps to build upon existing progress and future ambitions.

•	Identifying and creating the basis for annual sustainability reporting to ensure transparency and communication on our sustainability efforts with our stakeholders.

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Our Sustainability Pillars – People, Product, and Planet

Our sustainability framework currently centers around three key pillars – people, product, and planet. Each pillar is supported by several key focus areas that are most relevant to our business and that are evaluated consistently to ensure relevance, prioritization, and risk mitigation. Our focus areas are geared towards identifying where the business has the most impact as well as the topics where we feel we can make a significant positive impact.

The People Pillar

The People pillar of our sustainability strategy focuses on our people and the communities within which we operate. We seek to provide the finest workplace for our people by being transparent in our business practices, demonstrating our credibility, and adhering to our standards of integrity. We are also actively involved in supporting our surrounding communities, and we contribute to causes involving children, families, and agriculture education, including through our Mission Produce Foundation charitable organization.

The Product Pillar

Within our Product pillar, we focus on food waste, food safety and quality, and packaging. Our Research and Development teams consistently explore opportunities to implement technologies that are environmentally, socially, and economically impactful, including solutions to reduce food waste and extend the shelf-life of our products. Food safety and quality is a top priority in every aspect of growing, packing, and shipping avocados to market. We have a centralized department comprised of scientists, engineers, project managers, sanitation professionals, and food safety experts who manage global uniformity for all food safety programs. Additionally, our teams consistently explore packaging alternatives to reduce our use of plastic and cardboard without sacrificing product integrity.

The Planet Pillar

We believe and understand the meaningful impact our business has on the planet. Within our Planet pillar, we focus on water management, energy and emissions, and the environmental impact of our global footprint. We use advanced irrigation systems to keep our water usage per avocado well below the industry average. We track our emissions in accordance with the Greenhouse Gas (GHG) Protocol, which supplies the world’s most widely used greenhouse gas accounting standards, as well as report on our energy use year-over-year. In addition, our precision agriculture methods are adapted to satisfy the environmental needs of each region, so we can grow healthier trees with lower inputs while preserving the natural resources of our growing regions.

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2022 Initiatives and Successes

We take a strategic approach to identifying projects and initiatives each year that fall within our sustainability pillars and address key focus areas or mitigate important sustainability risks. For fiscal 2022, our key successes included the following:

Pillar	Focus Area	2022 Initiatives, Actions, and Progress
People	Our People	Workforce demographics	We report on the demographic data of our global workforce, year-over-year, as part of our commitment to transparency with our stakeholders.
		DE&I	Education and Training: We collaborated with the International Fresh Produce Association to roll out a first-of-its-kind DE&I certification course for our employees in the U.S. and Canada. The certification program enhances the professional development of our workforce with knowledge and training on how to create an inclusive culture and remove unconscious bias. Focused Recruiting: Our in-house recruiting team also participated in DE&I training specific to recruiting a diverse workforce, covering the topics of building diverse talent pools, adopting inclusive hiring practices, and removing bias during the recruitment process. We are focusing our efforts on developing talent acquisition materials targeted toward underrepresented groups, sourcing candidates from diverse channels and minority communities, as well as participating in continued education around DE&I. Advocacy: We established relationships with several DE&I advocacy organizations and professional associations through which we gain insightful perspectives and training and support resources.
		Social compliance audits	We are assessed against the SEDEX Members Ethical Trade Audit (SMETA), a global standard that measures a company’s practices relating to fair labor, benefits and allowances, health and safety, human rights, training, discrimination, and more. In 2022, we completed this audit and certified 100% of our packhouses located in California, Mexico, and Peru.
	Community Investment	Charitable giving	In 2022, we increased our charitable giving by almost 450% compared to 2020– exceeding our goal established in 2020 by almost 400%. Through our giving, Mission Produce contributed to causes supporting children, families, and agricultural education.

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Pillar	Focus Area	2022 Initiatives, Actions, and Progress
Product	Food Waste	Shelf-life extension	To combat food waste, we applied shelf-life extension technology to 23.5 million pounds of avocados in 2022. Hard fruit applied with certain technology we utilize for shelf-life extension can gain more than 7 days of shelf-life, and ripe fruit can gain 2-4 days.
	Food Safety and Quality	Supply chain program and audits	In 2022, we expanded our supply chain verification program by 13% with the addition of new material vendors and copackers to our supply chain. Our supply chain verification program thoroughly screens and vets suppliers to ensure they meet the Company’s rigorous food safety standards as well as those of our customers via certification maintenance, traceability reporting, virtual and on-site assessments, and more. These enhancements facilitate increased oversight of our fruit from field-to-fork.
	Packaging	Reduced plastic bags	We are proud to report that, in fiscal 2022, we used reduced plastic in 46% of the bags we packed and shipped globally – quickly approaching the goal we set in 2020 to reduce the plastic in 50% of our bags by FY 2025. Since 2021, we have saved more than 5.4 million grams of plastic, the equivalent of more than 420,000 plastic bottles.¹

1	Calculated using the U.S. Environmental Protection Agency’s (EPA) Greenhouse Gas Equivalencies Calculator.

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Pillar	Focus Area	2022 Initiatives, Actions, and Progress
Planet	Water	Irrigation and conservation projects	In our Laredo facility, we installed a specialized water softening system in August of 2022, which reduced the need to flush water with high mineral content before use in our operations, saving more than 1.2 million gallons of water in the first three months. At our newest managed ranch in Fillmore, California, we installed an automated irrigation system that measures tree stress at a micron level, enabling our growers to fine-tune irrigation and use as little water as necessary. This advanced technology allows for valve and pressure control, integrates with soil moisture sensors, and helps increase fertilization application efficiency. Due to our precision farming practices, in California, we use 40% less water per avocado produced compared to the industry average.²
	Energy and Emissions	Energy usage and emissions	We use solar power in our California packhouse to replace our use of electricity from the grid with renewable energy. In 2022, our solar panels generated 1,676,734 kilowatt hours for the use of clean energy in our operations. We also finalized plans to contribute to the installation of a 90 kilowatt, 6,000-square-foot solar park on our newest managed ranch in California. Our trees capture global carbon emissions, providing a dual benefit in combatting climate change– they convert carbon dioxide (CO2) into oxygen through photosynthesis, as well as create fertile soil through carbon sequestration (the process of capturing and storing CO2, the most-produced greenhouse gas). In 2022, we planted nearly 200,000 new trees on our owned and partnered farms in Peru, Guatemala, and Colombia, bringing the total trees planted across our owned and partnered farms to approximately 2 million. In 2022, our trees in Peru are estimated to have stored between 12,757-90,961 metric tons of CO2,³ the equivalent of the number of emissions from at least 1,607 homes’ energy usage for one year.⁴
	Environment	Reforestation project	In Mexico, our teams worked with the Forestry Commission of the State of Michoacán and the Department of Wildlife on a reforestation project in the San Francisco neighborhood of Uruapan following a devastating arson fire. Approximately 80 of our Mission de Mexico employees participated in the replanting of 400 pines across four hectares of public land, demonstrating our commitment to forest and wildlife preservation and our care for natural resources.
	Environment	Environmental Certification	Our Peru packhouse received the International Standard for Organization (ISO) 14001 Certification for Environmental Management Systems, a highly respected and internationally recognized environmental standard. Our environmental management system is audited on its mitigation of potential adverse effects on the environment, our fulfillment of compliance obligations, and the achievement of environmental objectives.

External Reporting

For the past two years, we have released an annual Sustainability Report, which is available on our website at www.missionproduce.com. Our annual Sustainability Report includes information regarding our approach to sustainability, our goals and roadmap, sustainability governance structure, operating procedures, projects and initiatives, and use of resources.

2	Calculated using California Avocado Commission Industry Statistical Data, available at: https://www.californiaavocadogrowers.com/industry/industry-statistical-data.

3	Calculated using carbon sequestration data from a study done by Instituto de Investigaciones Agropecuarieas Santiago, “Huella de carbono en productos de exportación agropecuarios de Chile.”

4	Calculated using the U.S. Environmental Protection Agency’s (EPA) Greenhouse Gas Equivalencies Calculator.

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In our annual Sustainability Report, we also report in reference to the Sustainability Accounting Standards Board (SASB) index framework to provide our stakeholders with standardized metrics showing the comprehensive impact of Mission’s sustainability activities. We primarily report under the Agricultural Products industry in addition to select metrics under the Food Retailers & Distributors industry. We have historically reported under the SASB index on the following categories:

•	Greenhouse gas emissions	•	Air emissions from refrigeration
•	Energy, water, and food waste management	•	Data security
•	Food safety	•	Ingredient sourcing
•	Product labeling and marketing	•	Management of environmental and social impacts in the supply chain

Dedicated Leadership

We have a cross-functional, executive-level sustainability council that sets our overall sustainability strategy, provides guidance on program implementation, and oversees the continuing enhancement of our approach to sustainability. Our efforts are managed on a day-to-day basis by our Sustainability Senior Manager who works with our subject area experts across our global footprint to ensure we are regularly evaluating current and emerging opportunities and risks from a sustainability standpoint.

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Corporate Governance and Board of Directors Highlights

Our Board of Directors is committed to diversity and the pursuit of board refreshment and balanced tenure. Our Board of Directors has actively focused on refreshing the composition and expertise of the Board of Directors over the last several years to better align with the Company’s status as a public company, to enhance the Board of Directors’ oversight capabilities with respect to our long-term strategy, and to increase the diversity of perspectives, experience, gender, and ethnic representation on the Board of Directors. The following charts show the diversity of our nine-member Board of Directors.

Our Board of Directors recognizes that the Company’s success over the long term requires a strong corporate governance framework. As the Company grows and evolves, our Board of Directors evaluates and refines its governance policies and practices. Below are highlights of our corporate governance framework:

CORPORATE GOVERNANCE BEST PRACTICES
✔	Separate Chairman and CEO roles	✔	Annual Board and committee evaluation process
✔	Lead independent director	✔	Strong Governance Guidelines and committee charters
✔	Director Resignation Policy	✔	Board-level oversight of cybersecurity, ESG, and DE&I matters
✔	100% independent Board committees	✔	Annual Sustainability Report
✔	Balance of expertise amongst directors	✔	Enterprise risk management framework overseen by Audit Committee
✔	Majority independent directors	✔	Annual compensation risk analysis overseen by Compensation Committee
✔	Regular executive sessions	✔	Strong cybersecurity governance and protections
✔	Balanced director tenure and ongoing refreshment	✔	No poison pill

Executive Compensation Highlights

2022 Executive Compensation Program

The Compensation Committee believes that it is imperative that our executive compensation program motivates our management team in such a manner as to encourage and reward successful execution of our long-term growth strategy. Fundamentally, we believe that pay should be linked to performance and that executives and long-term stockholders alike should benefit from our success and growth. In addition, we design our executive compensation program to recognize the value of our management team and ensure that the overall compensation mix drives strong retention and recruitment.

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In fiscal 2022, our executive compensation program consisted of three components: (1) base salary; (2) an annual cash incentive award based on achievement of a pre-determined operating income goal; and (3) the introduction of a long-term equity incentive program comprised of time-vesting restricted stock units (“RSUs”) and three-year performance-based share units (“PSUs”).

Type	Element	Performance Period	Objective
Fixed	Base Salary	Annual	Recognizes an individual’s role and responsibilities and serves as an important retention vehicle
Performance-based	Annual Cash Incentive	Annual	Rewards achievement of annual Company-wide pre-established financial objectives and permits adjustments based on individual performance
Performance-based	Three-year Performance-Based Share Units	Long-Term	Supports the achievement of pre-established corporate strategic goals that drive the creation of long-term, sustainable stockholder value
Time-based	Restricted Stock Units	Long-Term	Aligns the interests of management and stockholders and serves as an important retention vehicle

2022 Compensation Determinations

Due to the challenges the Company faced with the implementation of a new ERP system in the first quarter of fiscal 2022, persistent cost inflation, macro-level headwinds impacting supply chain, labor, and fruit availability out of Mexico, and fruit sizing issues from our owned Peruvian production, the Company did not achieve the threshold level of adjusted operating income performance required for a payout under our 2022 annual cash incentive plan. As such, the Company’s named executive officers (“NEOs”) received a 0% payout under our 2022 annual cash incentive plan⁵, thereby demonstrating a firm commitment to our pay-for-performance philosophy.

For fiscal 2022, after extensive review and discussion, the Compensation Committee introduced a long-term equity incentive program comprising 30% of the annual long-term equity value in the form of PSUs and 70% in the form of RSUs, further demonstrating our commitment to a pay-for-performance philosophy. The Compensation Committee believes the PSUs create a direct tie between compensation and Company performance and foster long-term stockholder value creation, while the RSUs provide important retention value and a tie to our stock price performance. The 2022-2024 PSUs are earned based on achievement of pre-established cumulative adjusted net income per share goals over the three-year performance period (November 1, 2021 to October 31, 2024). Our RSUs vest ratably over a three year period subject to continued service through the vesting date.

Prior to our Initial Public Offering in October 2020 (“IPO”), we only granted options. We did not grant any equity awards in fiscal 2021. Our 2022 long-term equity awards were granted in January 2022 with the following values which were informed in part by ranges around market median values among our peer group and compensation survey data.

NEO	Fiscal 2022 Total Equity Award Value	Fiscal 2022 RSUs Award Value (70% of total)	Fiscal 2022 PSU Award Value (30% of total)
Stephen J. Barnard	$2,000,000	$1,400,000	$600,000
Bryan E. Giles	$500,000	$350,000	$150,000
Juan A. Wiesner	$500,000	$350,000	$150,000
Joanne C. Wu	$350,000	$245,000	$105,000

Timothy A. Bulow, our President and Chief Operating Officer, joined the Company in July 2022 and did not participate in our 2022 long-term equity award program.

Mr. Bulow joined the Company on July 12, 2022 and received a guaranteed annual cash incentive payout equal to 50% of his target bonus potential, pro-rated based on his start date, per his offer letter. Mr. Wiesner is based overseas and does not participate in our annual cash incentive plan, and did not receive a bonus for fiscal year 2022.

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The Compensation Committee reviewed and implemented a number of compensation best practices in fiscal 2022, including the following:

•

In the first quarter of fiscal 2022, the Compensation Committee adopted a Clawback Policy that permits the recoupment of certain executive incentive compensation in the event the Company’s financial statements are restated or corrected due to material noncompliance with financial reporting requirements under the federal securities laws, or if the Board of Directors reasonably determines a material misstatement has occurred.

•	In September 2022, the Compensation Committee amended its already robust stock ownership guidelines to remove vested stock options as a means to reach the required level of ownership.

•

Effective November 1, 2022, the Compensation Committee adopted an Executive Equity Deferral Plan pursuant to which officers could elect to defer the issuance of shares from their equity awards until a later date, which would result in a deferral of taxable income from the equity awards. In doing so, the Executive Equity Deferral Plan further ties the interests of the participants with the long-term value creation interests of our stockholders and further promotes retention and recruitment of talent.

Executive Compensation Best Practices

In addition to the foregoing, we maintain the following executive compensation best practices:

	✔			No severance arrangements, and no cash payments in connection with a change in control
	✔			No single or double trigger acceleration in connection with a change in control or severance for RSUs. Our PSUs provide limited assumed target performance in the event of death and disability (pro-rated for time served), and in the event of a change in control in which the award is not assumed or replaced
	✔			Strong stock ownership guidelines, requiring our Chief Executive Officer to hold 5x, our President and Chief Operating Officer and our Chief Financial Officer 3x, and our other NEOs 1x, of their base salary
	✔			Clawback Policy tied to financial restatement due to noncompliance with reporting requirements that permits recapture of past cash or long-term incentive equity award payouts
	✔			Prohibit short sales and hedging of the Company’s stock
	✔			Use a trailing 30-day average stock price to determine number of shares granted
	✔			Use a set grant date for annual equity grants to ensure full-year earnings information has been absorbed by the market prior to grant dates
	✔			Provide limited perquisites with no gross-ups (except for relocation)
	✔			Annual Say on Pay vote
	✔			Independent compensation consultant
	✔			No defined benefit pension or supplemental executive retirement plan benefits

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ITEM 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of nine members. In accordance with our Certificate of Incorporation, our Board of Directors is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, or, if earlier, until his or her earlier death, resignation, disqualification, or removal. In December 2021, the Board of Directors appointed Shaunte D. Mears-Watkins as a Class II director. Ms. Mears-Watkins was identified as a director candidate by an independent third-party search firm used by the Nominating and Corporate Governance Committee to assist with identifying qualified director candidates. Our current directors are divided among the three classes as follows:

Class	Director	Term Expiration
Class I	Stephen A. Beebe Stephen W. Bershad Jay A. Pack	2024 Annual Meeting
Class II	Luis A. Gonzalez Bruce C. Taylor Shaunte D. Mears-Watkins	2025 Annual Meeting
Class III	Stephen J. Barnard Bonnie C. Lind Linda B. Segre	2023 Annual Meeting

Based on the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Stephen J. Barnard, Bonnie C. Lind, and Linda B. Segre for re-election to the Board for three-year terms expiring at the 2026 annual meeting of stockholders, or until the director’s earlier death, resignation, disqualification, or removal.

Board of Directors Overview

The following table provides an overview of the composition of our Board of Directors.

SEC Form DEF 14A filed by Mission Produce Inc.