2022 Notice of Annual Meeting
and Proxy Statement

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend via webcast the 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on March 22, 2022, at 10:00 a.m. Pacific Time. Due to continuing concerns regarding the coronavirus (“COVID-19”) pandemic and to protect the well-being of our stockholders, Board of Directors, employees and other attendees, our Annual Meeting will be a virtual meeting conducted solely online via live webcast communication. This means that you will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting https://edge.media-server.com/mmc/p/d7o7c65g. There will be no in-person Annual Meeting. To participate in the Annual Meeting, registered stockholders will need the control number included on their proxy card and all other stockholders will need to follow the instructions that accompanied their proxy materials.

From our Board of Directors, to our over 400 employees, and everyone in between, our strong company culture and effective human capital management allowed us to navigate unprecedented societal and business challenges that continue even as of this writing in early 2022. We are extremely proud of our response to the COVID-19 pandemic with solutions to protect our employees that allowed us to continue operating as an essential business.

Limoneira is an agricultural and community development company rooted in rich history, heritage and tradition. We seek to not only maximize value for our customers and stockholders, but to enhance our legacy by employing sustainable practices in all aspects of operations including stewardship of both our natural and human resources. While in pursuit of our objectives, we adhere to the highest standards of integrity and fairness in our relationships with employees, customers, stockholders, suppliers and our community.

Enclosed please find our Notice of 2022 Annual Meeting of Stockholders and Proxy Statement, 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 promptly to 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 regardless of whether you will attend the virtual Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

On behalf of the Board of Directors and the management of Limoneira Company, I extend our appreciation for your investment in Limoneira Company.

Sincerely,

Gordon E. Kimball
Chairperson of the Board of Directors

Notice of Annual Meeting of Stockholders
To Be Held Tuesday, March 22, 2022

Limoneira Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held via live webcast on Tuesday, March 22, 2022 at 10:00 a.m., Pacific Time, or such later date or dates, as such Annual Meeting date may be adjourned.

The meeting can be attended via webcast by visiting https://edge.media-server.com/mmc/p/d7o7c65g. To participate in the Annual Meeting, registered stockholders will need the control number included on their proxy card and will need to follow the instructions that accompany their proxy materials. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying Proxy Statement:

•to elect four 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 auditor for Limoneira Company for the fiscal year ending October 31, 2022 (“Proposal 3”);

•to approve the Limoneira Company 2022 Omnibus Incentive Plan (“Proposal 4”); and

•to consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

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, FOR the ratification of the independent auditor, and FOR the Limoneira Company 2022 Omnibus Incentive Plan.

Stockholders of record at the close of business on February 1, 2022, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of these stockholders entitled to vote at the Annual Meeting will be available for inspection for 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 15, 2022, to stockholders of record at the close of business on February 1, 2022.

To be sure that your shares are properly represented at the Annual Meeting, whether or not you attend via webcast, 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 no later than 11:59 p.m. Pacific Time, on March 21, 2022.

Please carefully read the sections in the proxy statement on participating and voting at the Annual Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.

Mark Palamountain
Chief Financial Officer, Treasurer and Corporate Secretary

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
1141 Cummings Road
Santa Paula, California 93060

Proxy Statement for Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”), for the 2022 Annual Meeting of Stockholders, to be held via webcast on Tuesday, March 22, 2022, at 10:00 a.m., Pacific Time. We refer to the 2022 Annual Meeting of Stockholders as the “Annual Meeting.” The Notice of Annual Meeting, proxy statement and proxy card are first being mailed or provided to stockholders on or about February 15, 2022.

Purpose of Meeting

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

Computershare Trust Company, N.A. (“Computershare”) has been selected as 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?

This year’s meeting will be held on March 22, 2022, and will begin at 10:00 a.m., Pacific Time. The Annual Meeting will be held only by means of a live webcast.

What if I wish to attend the meeting?

We will host the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at https://edge.media-server.com/mmc/p/d7o7c65g. The webcast will start at 10:00 a.m., Pacific Time, on March 22, 2022. Until the voting is announced to be closed, stockholders may vote while connected to the Annual Meeting on the Internet.

Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common shares, are posted at https://edge.media-server.com/mmc/p/d7o7c65g If you do not have your control number that is printed in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials), you will need to enter as a guest and will only be able to listen to the Annual Meeting.

What is the purpose of the Annual Meeting?

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

The stockholders will also consider and act on any other matters as may properly come before the meeting, or any adjournment or postponement thereof.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on February 1, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 1,700,038 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, held by approximately 5,400 beneficial holders. Holders of our common stock and Series B-2 Convertible Preferred Stock are entitled to one vote per share while holders of our Series B Convertible Preferred Stock are entitled to ten votes per share.

How do I participate in the Annual Meeting?

To attend the Annual Meeting, log in at https://edge.media-server.com/mmc/p/d7o7c65g. If you do not have your unique control number that is printed in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials), you will only be able to listen to the Annual Meeting.

If I am a stockholder of record of common stock, how do I vote?

If your shares of common stock are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the stockholder of record with respect to those shares and you may cast your vote by any one of the following ways:

	By Telephone: Call 1-800-652-8683: You can use any touch-tone telephone to transmit your voting instructions up until voting is announced to be closed during the Annual Meeting. 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. 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 505008, Louisville, KY 40233-9814 to be received by 11:59 p.m., Pacific Time, on March 21, 2022.
	During the Meeting: The Annual Meeting will be a virtual only meeting and can be accessed on the Internet at https://edge.media-server.com/mmc/p/d7o7c65g. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting virtually and voting online during the Annual Meeting and revoking an earlier-submitted proxy in accordance with the process outlined below under the heading “What if I want to change or revoke my vote?”

If you received a proxy card in the mail but choose to vote by telephone or Internet, you do not need to return your proxy card.

When properly completed, a proxy will ensure that your shares are voted as you direct. To ensure that your vote is represented at the Annual Meeting, we strongly encourage you to complete a proxy regardless of whether you plan to participate in the Annual Meeting.

YOU MAY VOTE BY PHONE OR INTERNET UNTIL VOTING IS ANNOUNCED TO BE CLOSED DURING THE ANNUAL MEETING. IF WE DO NOT RECEIVE YOUR PAPER PROXY CARD BY 11:59 P.M., PACIFIC TIME, ON MARCH 21, 2022, YOUR PROXY WILL NOT BE VALID. IN THIS CASE, UNLESS YOU PARTICIPATE IN THE ANNUAL MEETING VIA WEBCAST, YOUR VOTE WILL NOT BE REPRESENTED.

If I am a beneficial owner of shares of common stock held in street name, how do I vote?

If you hold your shares in street name, your bank, broker or its appointed agent is forwarding these proxy materials to you. You should also have received a voting instruction form or a notice containing voting instructions from your bank or broker. We strongly encourage you to promptly complete the voting instruction form and follow the voting instructions in the notice to ensure that your vote is counted. Your bank or broker will vote your shares as you instruct on the voter instruction card.

If your shares are held in street name, you must register in advance to participate in the virtual Annual Meeting. To register to participate in the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your Limoneira holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Pacific Time, on March 17, 2022. Requests for registration by email may be made by forwarding the email from the organization who holds your shares, or attaching an image of your legal proxy and emailing it to legalproxy@computershare.com. Requests for registration by mail should be sent to Computershare, Attn: Legal Proxy, P.O. Box 505000, Louisville, KY 40233.

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 your vote at a later time via the Internet or telephone prior to the Annual Meeting;

•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, Chief Financial Officer, Treasurer and Corporate Secretary, 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 four Class II nominees for Director;

•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, 2022;

•FOR the approval of the Limoneira Company 2022 Omnibus Incentive Plan; 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 via webcast in order 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 directors (Proposal 1), to vote on an advisory resolution to approve the executive compensation (Proposal 3) and to approve the Limoneira Company 2022 Omnibus Incentive Plan (Proposal 4) are considered non-discretionary items; therefore, you must provide instructions in order to have your shares voted on these matters.

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

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

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 four directors (Proposal 1), each director nominee receiving a plurality of the votes cast at the Annual Meeting will be elected as a director. Stockholders 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 (Proposal 2), the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022 (Proposal 3), and the proposal to approve the Limoneira Company 2022 Omnibus Incentive Plan (Proposal 4), each require the affirmative vote of a majority of the shares present or participating by proxy and entitled to vote at the Annual Meeting to be approved.

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 the 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 and the Proxy Materials will be distributed to beneficial owners of common stock through brokers, custodians, nominees and other like parties, and we expect to reimburse such parties for their charges and expenses.

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. We will not pay any additional compensation to these individuals for any such services.

What should I do if I have questions?

If you have any questions or require any assistance with voting your shares of common stock please contact via mail directed to our corporate headquarters located at: Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060, attention: Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary, or by facsimile to (805) 525-8211.

Business Performance/Fiscal Year Achievements

We are equal partners in a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of our East Area I real estate development project. To consummate the transaction, we formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity. The first phase of the project broke ground to commence mass grading in November 2017. LLCB has closed on lot sales representing 586 units from inception through October 31, 2021, including 232 units in fiscal year 2021. For further information see Note 7 – Real Estate Development of the notes to consolidated financial statements included in our fiscal year 2022 Annual Report on Form 10-K.

In December 2020, we received $5.0 million of federal income tax refunds related to the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) and received an additional $0.9 million of California state refunds in the third quarter of fiscal year 2021.

In June 2021, we entered into an agreement, effective March 1, 2021, to sell and license certain assets of Trapani Fresh to our 49% partner in the joint venture, FGF Trapani (“FGF”). These assets consist of packing supplies and certain intangible assets related to the packing, marketing, and selling business of Trapani Fresh. The total consideration to be received is approximately $3.9 million over an 8-year term in 16 equal installments. There was no material gain or loss recognized on the transaction. In August 2021, we entered into several additional agreements whereby the additional 25% interest in Finca Santa Clara (“Santa Clara”) was transferred into the trust resulting in the trust now holding a 100% interest in Santa Clara. Trapani Fresh owns and operates the 1,200-acre Santa Clara ranch and now sells the lemons it grows to FGF, who packs, markets, and sells the fruit to its customers. As a result of this transaction, Trapani Fresh now recognizes lemon revenues at the market price, less packinghouse charges to harvest, pack and market the fruit.

In June 2021, we entered into a Master Loan Agreement (the “MLA”) with Farm Credit West, PCA (the “Lender”) dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to fixed interest rate (“Fixed Interest Rate Agreement”). The MLA governs the terms of the Supplements. The MLA amends and restates the previous Master Loan Agreement between our Company and the Lender, dated June 19, 2017 and extends the principal repayment to July 1, 2026.

In July 2021, we entered into a non-binding letter of intent to sell approximately 25 acres of our East Area II property in five staged purchases to an investment company for the purpose of constructing a medical campus consisting of medical office buildings and an acute care hospital. Completion of the transaction is subject to the execution of a purchase and sale agreement and resolution of certain contingencies.

In August 2021, we entered into an equipment finance agreement (the “FCW term loan”) with the Lender in the amount of $2.5 million and used the proceeds to pay off the Wells Fargo term loan. The FCW term loan has a fixed interest rate of 3.19% and is payable in monthly installments through September 2026.

In September 2021, the Board of Directors of our Company approved a share repurchase program authorizing us to repurchase up to $10.0 million of our outstanding shares of common stock through September 2022. No shares have been repurchased under this program as of the date of this Proxy Statement.

On December 14, 2021, we declared a cash dividend of $0.075 per common share paid on January 14, 2022, in the aggregate amount of $1.3 million to stockholders of record as of December 27, 2021.

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.”

For 129 years, Limoneira Company has contributed to society in many ways by taking care of our employees and their families, being a good neighbor in our local communities, and operating our business in an ethical, environmentally responsible and socially inclusive manner. Our progress is not only measured by dollars, but in the lives we touch and the communities we lift. Limoneira recognizes the increased emphasis by stockholders, business partners and other key constituents in recent years on environmental, social and governance (“ESG”) sustainability programs.

We are continuing to make both financial and human capital investments relating to sustainability stewardship. It starts with cohesive teams that are collaborative, inclusive, and diverse, and that are aligned around our mission statement and philosophy. More important than setting ambitious goals is achieving them. Leaders are responsible for embedding these targets throughout their operations and are held accountable for progress and ultimately the achievement of our targets including through the annual compensation process.

If 2021 taught us anything, it is that society and our industry will continue to face new challenges. Limoneira is committed to being a catalyst for positive change and we continue to view these challenges as an opportunity to create a better future. In short, we believe we can do well by doing good sustainable things.

The Company is committed to improved reporting around these and other programs that impact ESG visibility. The Company has an executive-led cross-functional team (the “ESG Group”) that includes representation from our Board, senior management, human resources, compliance and operations. The ESG Group has been tasked with taking meaningful steps to establish a series of short-term and long-term goals that demonstrate our commitment to further improvement.

Governance: We are focused and committed to upholding strong governance practices to protect the interests of and create long-term value for our investors, supply chain, customers, employees and communities. Social: We are committed to improving the lives of all our stakeholders by helping to provide access to our products and increasing the diversity of our workforce and Board of Directors. Environment: We are dedicated to practices that strengthen our business while reducing negative environmental impact.

We have a long history of strong commitment to being an ethical and responsible company acting with integrity and respect for each other, our communities, and the environment. The Nominating and Corporate Governance Committee of our Board is tasked with the responsibility for overseeing our ESG and sustainability programs and practices, including considering potential long- and short-term trends and impacts that environmental and social responsibility and sustainability issues may have related to our business. The chairperson of our Nominating and Corporate Governance Committee is a seasoned ESG professional who provides guidance to our Board as well as the ESG Group. The Director of Compliance & Business Development, also a member of our Board, leads our ESG initiatives.

Social Responsibility

Limoneira is committed to protecting the human rights, safety and dignity of the people who contribute to the success of our business. We also seek to support the welfare of the people who produce, process and harvest the products we sell. Limoneira has a Social Responsibility Committee with representation from our Board, senior management, compliance, human resources and operations.

Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve. Our Take a Healthy Stand™ campaign showcases the many ways lemons can play a role in helping to alleviate serious health issues and our free Nature’s Pharmacy™ app links items found in the produce section of local grocery stores to related health benefits. Our Take A Healthy Stand™ educational campaign is supported by research from the National Institute of Health and other objective organizations. Recipes, tips & tricks are developed for Limoneira by Megan Roosevelt, a registered dietitian nutritionist and founder of Healthy Grocery Girl®. Reputable outsides sources are also used for additional recipes, tips & tricks.

Further, Limoneira supports the efforts of the Produce Marketing Association and the United Fresh Produce Association (collectively, the “Association”) to create an industry-wide framework for the responsible production and procurement of fresh fruit, vegetables and flowers. This mission is captured by the Association’s Ethical Charter on Responsible Labor Practices, of which Limoneira is one of many endorsers representing the fresh produce industry that includes growers, labor agencies, packers, distributors, foodservice operators, marketers and retailers. In addition, Limoneira has adopted its own Ethical Charter on Responsible Labor Practices (the “Charter”). The Charter includes but is not limited to: prohibiting the use of forced labor and child labor; preventing harassment, abuse and violence in the work environment; ensuring a non-discriminatory work environment; ensuring a safe and healthy work environment; permitting freedom of association and collective bargaining; providing at least the minimum wage and benefits required by law in locations where we and our suppliers do business; ensuring working hours do not exceed the maximum set by applicable law; and operating in strict compliance with all applicable laws. The Charter can be found on our website, www.limoneira.com, under the headings “Investor — Corporate Governance — Ethics and Other Policies.”

Supplier Code of Conduct

We established a Supplier Code of Conduct (“Supplier Code”) to protect the human rights and safety of our supply chain. We recognize and respect the cultural and legal differences found worldwide. In order to align with international standards, our Supplier Code is derived from the policies, standards, and conventions of the United Nations, including the principles related to human rights, labor standards, environment and anti-corruption included in the United Nations Global Compact. Limoneira also has a Policy on Human Rights and Labor (“Policy”). Our Policy and Supplier Code are global in scope and apply to all companies in our supply chain and their facilities, as well as our facilities and operations. The Policy can be found on our website, www.limoneira.com, under the headings “Investor — Corporate Governance — Ethics and Other Policies.”

Limoneira employs a risk-based approach with respect to audits (including environmental, social and governance audits) and seeking to confirm compliance with the Supplier Code. When such audits disclose the need for improvement, Limoneira requires suppliers to adopt corrective action plans and performs subsequent audits to determine progress. Limoneira also offers other capacity building services that improve management systems to address the root causes of alleged violations. Limoneira works with suppliers and/or their facilities to correct Supplier Code violations. Depending on the severity or lack of remediation of Supplier Code violations, Limoneira reserves the right to terminate our relationship and/or purchase orders with a supplier and/or their facility.

Limoneira continually educates our employees on the importance of our Policy and Supplier Code through updated training and in-person seminars to review the requirements and any changes. We also provide annual training for employees and management on the Company’s policies related to discrimination (age, race, sexual orientation, gender identity, and gender expression), ethics, corruption, safety as well as a variety of other factors.

Serving Our Communities

We have deep roots in our communities and each year we collaborate with and devote resources to many worthwhile entities that make our communities special places to live and work. Management and employees volunteer time and resources for various industry, community and non-profit organizations by serving on their boards and committees and staffing events. Our teams work together to raise awareness, generate resources and participate in events that resonate with our local teams, customers and community members. At the local level, some of these initiatives include Santa Paula

Chamber of Commerce, Boys and Girls Club of Santa Clara Valley, Ventura County Food Safety Association, COLAB – Coalition of Labor Agriculture and Business, Students for Eco Education and Agriculture, California Women for Agriculture, Canyon Irrigation Company, and California Arizona Lemon Growers Association.

As part of our ongoing commitment to our communities, we sponsor many charities and events. We fund children’s agricultural education, college scholarships, health and human services, industry, community, cultural events and projects that make our communities more vibrant and sustainable. Limoneira also founded a federal credit union, which is housed onsite at our corporate office, to provide agricultural employees an opportunity to accumulate savings and create a source of credit. Harvest at Limoneira, our master-planned community, continues our long history of building, integrating and sustaining community to promote economic, social and cultural vitality in our community

Employee Engagement

At October 31, 2021, we had 268 employees, of which 98 were salaried and 170 were hourly. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.

Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve. We strive to be a great place for our employees to work and live. We offer competitive pay and best-in-class benefits, including a 401k plan with matching contribution opportunities, comprehensive paid healthcare plans, wellness programs, and tuition reimbursement.

Limoneira has an Illness and Injury Prevention Plan (IIPP), a Safety Guide and conforms to and follows regulations and guidelines set forth by OSHA in our facilities and operations. Where the State’s guidelines, such as Cal OHSA, are different from the OSHA standard, Limoneira adheres to the more restrictive standard. In response to the COVID-19 pandemic, we implemented, and continue to improve, appropriate safety measures in our facilities and locations.

Limoneira is committed to an environment where open and honest communications are the norm, not the exception. We encourage our team members to feel comfortable in approaching supervisors and management. By creating open channels of communication, we promote a positive work environment. An effective reporting system augments our efforts to foster a culture of integrity and ethical decision-making. We selected EthicsPoint, an independent third-party service, to provide us with an anonymous and confidential method for employees to voice their concerns and make reports of alleged misconduct.

Workforce Housing

We own and maintain over 250 residential housing units located in Ventura and Tulare Counties in California. We lease these housing units to employees, former employees and non-employees. Our residential units provide affordable housing to many of our employees, including our agribusiness employees. Employees live close to their work, which reduces traffic and commuting times. Many live onsite at our packinghouse operations and ranches in Santa Paula. This unique employment benefit helps us maintain a dependable, long-term employee base. We partner with some local schools to provide transportation for residents.

Environmental Conservation

We are dedicated to practices that strengthen our business while reducing negative environmental impact. We have a long-standing commitment to environmentally responsible operations and seek to continually improve sustainability throughout the life cycle of our products, including farming, harvest, production, operations, packaging and disposal.

Our business relies on the health of our planet and the well-being of our customers for its continued success. Given the importance of the land to our business, sustainability has always been integrated into our business strategy. Sustainability involves several complex interactions and relationships that intersect, such as the planet, and our communities, employees and business practices. We are building on our history of quality in all that we do and are developing a new environmental impact program with metrics and reporting standards.

We engaged third-party consultants for sustainability risk management and are working to quantify the impact of actual farm practices by using evidence-based measurements. This data will provide more depth to decision-making. The project will include Limoneira’s key performance indicators including soil health, nutrient management, resource efficiency, biodiversity, water quality and quantity, energy and carbon.

We have an Environmental Policy and are committed to the guiding principles of the policy:

•compliance with all applicable environmental regulations;

•training of staff on our environmental programs and empowering them to contribute and participate;

•prevention of pollution whenever and wherever possible;

•clear communication of environmental commitments and efforts to our supply chain suppliers, staff, customers, investors and the communities in which we operate;

•conservation of natural resources through careful planning and efficient use of water, energy, and materials;

•waste minimization through source reduction, reuse, recycling, and composting;

•handling and disposing of waste through safe and environmentally sustainable methods;

•employing environmentally responsible practices when handling and disposing chemicals and hazardous materials, including wastewater and solid water generated from operations; and

•minimizing the generation of greenhouse gases, and the unintended release of substances that could cause harm to air, water, or land.

Solar

To reduce our energy use and related emissions contributing to climate change, we look for ways to decrease our reliance on fossil fuels and increase our use of renewable energy. Over the past few years, we invested in various renewable energy projects including solar energy.

Our solar program is generating clean energy and savings to our Company. We have implemented Tesla’s 400kWh scalable energy storage system, which reduces energy costs, improves reliability for demand charges and shifts energy use from peak to off peak times. This enables us to generate 50% of the energy the Company consumes and we have a goal of being 100% self-powered by 2026.

Landfill and Recycling

Landfill gases have an influence on climate change. The major components of landfill gasses are carbon dioxide and methane, both of which are greenhouse gasses. Methane is over 25 times more detrimental to the atmosphere than carbon dioxide. We recognize that we have an important role to play in reducing greenhouse gas emissions to protect the health of our planet today and for the benefit of future generations. Our 10-acre recycling facility on Limoneira property receives over 200 tons a day of organic green waste that would otherwise be transported to landfills. The end-product produced at this facility helps us, and other growers, to significantly reduce the use of water, herbicides and fertilizers. Our approach not only reduces the environmental impacts of food waste going to landfills and releasing toxins and greenhouse gases, but also helps communities’ access healthy fruits and vegetables.

Limoneira instituted a corporate recycling program in the early 2000’s. The following items are recycled: cardboard, paper, magazines, newspapers, glass containers, plastic bottles and metal containers.

Water

Limoneira is particularly sensitive to water usage, and is committed to reducing the harm caused by water over-usage. To that end, the Company is committed to actively reducing its water use, assessing water risks where it operates, implementing water stewardship in all operations, and working with stakeholders in shared watersheds.

We understand the importance of maintaining the balance between water demand and supply. We consider how water scarcity affects our operations, as well as the impact we have on the water resources we share with the communities in which we operate. Our farms, employees and local communities all depend on safe and clean water to thrive; our growers rely on clean water to produce healthy crops; and our facilities need clean water to prepare our produce for consumption. Limoneira takes important steps to protect this valuable resource. Farming practices at Limoneira leverage innovative technologies to drive water use efficiency and work proactively to prevent potential negative impacts on community water resources.

Water quality and supply is maintained through rigorous lab testing, filtration systems, and a network of micro sprinklers. Water probes are part of our innovative water management practices. Soil moisture probes measure volumetric water content and are connected to data loggers utilized in the irrigation control system. Soil moisture stations log water data and send it to a main controller. The amount of fertilizer in the water at certain depths is also monitored. Moisture sensors can determine when orchards are at full water holding capacity, thus reducing run off and wasted water. Limoneira’s new natural wastewater system uses patented technology that has a series of gravity fed ponds that circulate and clean 30 million gallons of water annually using natural vegetation, local plants and fine gravels. Ultraviolet rays remove any bacteria in the water to achieve Title 22 of California’s Code of Regulations drinking water standards. This water is then used for landscape irrigation.

Furthermore, Limoneira supports Resolution 64/292 adopted by the United Nations General Assembly explicitly recognizing the human right to water and sanitation. Resolution 64/292 calls upon states and international organizations, like Limoneira, to provide safe, clean, assessable and affordable drinking water and sanitation for all.

Integrated Pest Management

Limoneira was one of the founders of the Integrated Pest Management program in Ventura County. Pesticides, including herbicides, fungicides, and insecticides, are part of our Integrated Pest Management program. Biological, chemical, mechanical, and cultural indicators are also key components in Integrated Pest Management decision making. We have been working with Associates Insectary since 1928 to minimize the use of pesticides by releasing beneficial insects into orchards to control destructive agricultural pests.

Food Safety

Limoneira is committed to providing safe and wholesome produce to our customers. We have adopted and implemented a robust food safety plan that meets or exceeds industry food safety standards as well as adhering to the federally mandated Food Safety Modernization Act (Title 21 CFR Part 112 GAP & Part 117 GMP). Limoneira’s food safety commitment is built on a science-based plan offering transparency through an in-depth environmental monitoring program, pest control program, internal inspections as well as other key programs.

Limoneira is pleased to announce our products are annually certified to a Global Food Safety Initiative (GFSI) recognized Certification Program. We audit using the PrimusGFS scheme for Farming, Harvest Crews, and Packinghouse, as well as Global G.A.P Standards for our international Suppliers. We are proud to continually achieve superior ratings on these audits at our packinghouse facilities and farms, both domestically and internationally. Additionally, we require our suppliers to adhere to the current GFSI standards and support compliance.

Limoneira invests extensive time and resources developing comprehensive training programs for our employees. From the moment an employee is hired, they continue to receive ongoing, current and industry-specific food safety education relevant to job responsibilities. This training includes Hazard Analysis and Critical Control Points Training, pest control monitoring, incoming and outgoing product inspections, and additional job-specific training.

We maintain a robust traceability program. Key operators are trained on systems essential for proper traceability from each of our farms and suppliers. Each of our facilities holds periodic unannounced test to assess “real-time” system product traceability capabilities. This process brings visibility into the system and allows us to make continual improvements to the system and overall process.

Limoneira believes in continuous improvement and learning from government and industry mandates and changes to food safety, quality and traceability, which is why we are members and active supporters of various produce trade associations. We were one of founders and have an active leadership role of the Ventura County Food Safety Association.

Proposal 1: Election of Directors

Board Structure

The Bylaws provide that the exact number of directors shall consist of not less than six and not more than 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. The Certificate of Incorporation divides the Board of Directors into three classes, each class serving for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected. Our current 11 directors are divided among the three classes as follows:

•Class 1 Directors: Harold S. Edwards, John W. H. Merriman and Edgar A. Terry, and their terms will expire at the 2024 Annual Meeting;

•Class II Directors: Amy Fukutomi, Gordon E. Kimball, Jesus “Chuy” Loza, and Scott S. Slater and their terms will expire at the 2022 Annual Meeting; and

•Class III Directors: Elizabeth Blanchard Chess, Donald R. Rudkin, Robert M. Sawyer and Elizabeth Mora and their terms will expire at the 2023 Annual Meeting.

Nominees for Election to the Board of Directors

The Board has nominated Ms. Amy Fukutomi and Messrs. Gordon E. Kimball, Jesus “Chuy” Loza and Scott S. Slater for re-election as Class II directors, each to serve a three-year term that expires at our 2025 Annual Meeting of Stockholders. All of the nominees have indicated a willingness to stand for re-election and to serve if re-elected. It is intended that the shares represented by the enclosed proxy will be voted for the election of the above-named nominees. Although it is anticipated that each nominee will be available to serve as a director, should any nominee be unable to serve, the proxies will be voted by the proxy holders in their discretion for another person properly designated.

The Nominating and Corporate Governance Committee and the Board believe each Class II nominee brings a strong and diverse set of skills and experience to the Company that strengthens our Board’s leadership and effectiveness with respect to our business and long-term strategy.

	Amy Fukutomi Ms. Fukutomi was elected as a director of the Company in October 2020. Ms. Fukutomi currently serves as the Director of Compliance and Business Development for Limoneira. In 2013, Ms. Fukutomi was named Principal Partner of Oxnard Lemon Company, a Sunkist-affiliated packinghouse. She was a Sunkist Director and Director of the Ventura County Agricultural Association. Under her leadership, Oxnard Lemon Company prospered and was ultimately acquired by Limoneira. Prior to that, Ms. Fukutomi held progressively responsible managerial positions at Amgen, one of the world’s leading biotech companies, finishing her career in Worldwide Compliance and Business Ethics. Ms. Fukutomi graduated from the University of Southern California where she earned a Bachelor of Science in Business Administration with an emphasis in real estate finance. She previously served as a director and president of the Ventura County Sheriff’s Foundation and several USC Athletic Department related organizations. Ms. Fukutomi currently serves as a director of the Boys and Girls Club of Camarillo, and the Boys and Girls Club of Santa Clara Valley. Ms. Fukutomi’s significant experience in corporate compliance, and her experience owning a lemon packinghouse provides the Board with diversity, deep industry knowledge, leadership experience and a focus on effective governance.
Age: 55 Class: II Committees: Marketing and Philanthropy

	Gordon E. Kimball Mr. Kimball has served as a director of the Company since 1995. Mr. Kimball has been president of Kimball Engineering, Inc., which provides car design and production services, since 1994. He is also managing partner of Kimball Ranches, a 110-acre avocado ranch near Santa Paula, California. Prior to that, Mr. Kimball designed Formula One race cars in England and Italy for Mclaren International, Ferrrari and Benetton Racing from 1984 to 1992. From 1976 to 1983, he designed Indianapolis race cars for Parnelli Jones, Chaparral and Patrick racing teams. Mr. Kimball graduated from Stanford University where he earned his Bachelor of Science and Master of Science degrees in mechanical engineering. Mr. Kimball currently serves on the Board of Directors of the Fillmore and Piru Basins Groundwater Sustainability Agency. Mr. Kimball’s experience as an entrepreneur and producer of avocados provides our Board with focused and insightful operational experience and leadership.
Age: 69 Class: II Committees: Chairperson and Executive

Required Vote for Election of Directors

The election of directors is by plurality of the votes cast in such election. Broker non-votes and abstentions are not counted toward the election of directors or toward the election of individual nominees specified on the proxy and therefore, broker non-votes and abstentions shall have no effect on this proposal.

The election of directors is by plurality vote of holders present, in person or by proxy, at the Annual Meeting and entitled to vote thereon, with the four nominees receiving the highest vote totals to be elected as directors. For the election of directors, you may elect to cumulate your vote. Cumulative voting will allow you to allocate all of your votes among the director nominees, as you see fit. Your total number of votes equals the number of director positions to be filled multiplied by the number of votes to which you are entitled. For example, if you own 100 shares of common stock and there are four directors to be elected at the Annual Meeting, you may allocate 400 “FOR” votes (4 times 100) among as few or as many of the four nominees to be voted on at the Annual Meeting as you choose.

You may not cumulate your votes against a nominee. If you are a stockholder of record and choose to cumulate your votes, you will need to make an explicit statement of your intent to cumulate your votes, either by so indicating on your proxy or by indicating in writing on your ballot when voting during the Annual Meeting. If you hold shares beneficially through a broker, trustee or other nominee and wish to cumulate votes, you should contact your broker, trustee or nominee. If you vote by proxy or voting instruction card and submit your proxy with no further instructions, the designated proxies may cumulate and cast your votes in favor of the election of some or all of the applicable nominees in their sole discretion, provided that none of your votes will be cast for any nominee as to whom you vote against or abstain from voting. Cumulative voting applies only to Proposal 1 – Election of Directors.

Recommendation of the Board

The Board recommends that you vote “FOR” all of the nominees, Ms. Amy Fukutomi and Messrs. Gordon E. Kimball, Jesus “Chuy” Loza and Scott S. Slater, to be elected to our Board as Class II directors for a term ending at our 2025 Annual Meeting of Stockholders.

Directors Not Up for Re-Election

The following paragraphs describe the business experience and education of our Class I and Class III directors (not standing for re-election).

	Elizabeth Blanchard Chess Ms. Chess has served as a director of the Company since November 2016. She has been actively involved with the Santa Paula and Ventura County agricultural communities and various Ventura and Santa Barbara County civic and non-profit organizations for many years. Ms. Chess currently sits on the board of the Museum of Ventura County and on the board of the Ventura Music Festival of which she is past president. She served as the Executive Director of the New West Symphony from 1997 to 2002, for which she handled management, fundraising, and community relations. She was Interim Executive Director for the city of Ventura’s Rubicon Theatre from 2003 to 2004. In 2016 she was appointed Development Director for the Museum of Ventura County and retired in 2018. Concurrently, Ms. Chess has had a long career as an agricultural journalist, writing for such publications and industry organizations as The Packer and California Avocado Society. From 1988 to 2013 she edited and published Central Coast Farm & Ranch, a quarterly magazine on Central Coast farming activities. In 2021, Ms. Chess published a memoir entitled Daughter of the Land: Growing up in the Citrus Capital of the World, in which she recounts experiences growing up in Santa Paula, the co-founding of the Limoneira Company by her great-grandfather, Nathan Weston Blanchard, and her perspectives on the agriculture industry in Ventura County. She has a Bachelor of Arts and Master of Arts degrees in history and European history, respectively from the University of Southern California. Ms. Chess’s extensive experience in, and knowledge of the Santa Paula and Ventura County communities provides the Board with an important perspective in the areas of community relations and responsible use of the Company’s land resources.
Age: 73 Class: III Committees: Compensation, Marketing, and Philanthropy

	Harold S. Edwards Mr. Edwards has served as a director of the Company since 2009. Mr. Edwards has been President and Chief Executive Officer of the Company since November 2003. Previously, Mr. Edwards was the president of Puritan Medical Products, a division of Airgas Inc. Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc, Cargill, Inc, Agribrands International, The Ralston Purina Company, and Mission Produce, Inc. Mr. Edwards is currently a member of the board of directors of Compass Group Diversified Holdings LLC, a company listed on the New York Stock Exchange. Mr. Edwards is a graduate of Lewis and Clark College and the Thunderbird School of Global management where he earned a Master of Business Administration degree. As the President and Chief Executive Officer of the Company, Mr. Edwards brings to our Board an intimate understanding of our business and operations. Mr. Edwards provides our Board with company-specific experience and expertise, in addition to his substantial experience as a chief executive officer and senior executive across a variety of industries.
Age: 56 Class: I President & CEO

Board 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 best interests of the Company for the Board to determine whether the roles of Chairperson of the Board and Chief Executive Officer should be separate or combined based upon the facts and circumstances. The Board believes that it is in the best interests of the Company that the positions of Chairperson and Chief Executive Officer 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 and monitoring corporate governance, community relations and stockholder issues. To encourage open discussion and communication among the directors, executive sessions of non-management directors are held as necessary.

In addition to the Securities and Exchange Commission (“SEC”) rules and NASDAQ committee requirements, the Board has three additional committees. Each committee plays an important role in the governance and leadership of the Board and each is chaired by an independent director. For addition information regarding these committees, please see “COMMITTEES OF THE BOARD” and for biographies of the chairperson of each of the committees, please see “PROPOSAL 1: ELECTION OF DIRECTORS”.

•Audit and Finance Committee, chaired by Donald R. Rudkin;

•Compensation Committee, chaired by John W. H. Merriman;

•Nominating and Corporate Governance Committee, chaired by Robert M. Sawyer;

•Risk Management Committee, chaired by Edgar A. Terry;

•Marketing Committee, chaired by Jesus “Chuy” Loza; and

•Philanthropy Committee, chaired by Elizabeth B. Chess.

Risk Oversight

Although management is responsible for the day-to-day management of the risks of our Company, our 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 and strategic risks. Specifically, senior management attends meetings of the Board, provides presentations on operations including significant risks, and is available to address any questions or concerns raised by our 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.

Code of Ethics

Our Board has adopted a Code of Ethics (“Code”) that sets forth our commitment to ethical business practices. Our Code applies to our directors, officers and employees, including our chief executive officer, chief operating officer, chief financial officer and persons performing similar functions. Our Code is available on our website at www.limoneira.com. Copies of our Code will be provided without charge upon written request to: Investor Relations at Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060. We intend to disclose any changes to our Code or waivers thereto that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions by posting such information on our website or by filing with the SEC a Current Report on Form 8-K, in each case, if such disclosure is required by rules of the SEC or the NASDAQ Stock Market Marketplace Rules (the “NASDAQ Rules”).

Nominations of Directors and Diversity

Nominations of Directors

As provided in the Nominating and Corporate Governance Committee Charter, available on our website at www.limoneira.com, the Nominating and Corporate Governance Committee assists the Board by evaluating director nominees for election or re-election. In identifying potential director candidates to research and interview, and ultimately recommend to the Board for stockholder approval or appointment by the Board, as applicable, pursuant to the company’s Bylaws, the Nominating and Corporate Governance Committee may receive and consider proposals submitted by sources including, but are not limited to: (a) individuals who on their own behalf contact the Company or the Nominating and Corporate Governance Committee; (b) individuals suggested to the Nominating and Corporate Governance Committee by management, directors, stockholders, investors and others; (c) individuals suggested to the Company or the Nominating and Corporate Governance Committee by professional placement services initiating communication for that purpose; and (d) individuals who respond to general inquiries initiated by the Company or the Nominating and Corporate Governance Committee.

Board and Director Evaluation and Review Process

The Nominating and Corporate Governance Committee, in evaluating director nominees, regardless of whether the Board, management or a stockholder nominated such nominee, may consider some or all the following factors:

•the candidate’s judgment, skill and experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight;

•the interplay of the candidate’s experience with the experience of other directors;

•the extent to which the candidate would be a valuable addition to the Board and any committees thereof;

•whether or not the person has any relationships that might impair his or her independence, including any business, financial or family relationships with the Company’s management; and

•the candidate’s ability to contribute to the effective management of the Company, taking into account the needs of the Company and such factors as the individual’s experience, perspective, skills and knowledge of the industries in which the Company operates.

In evaluating candidates for election as directors, the Nominating and Corporate Governance Committee will also take into consideration the need for the Board to have a majority of directors that are independent under the requirements of the NASDAQ Rules and other applicable laws.

In addition, the Nominating and Corporate Governance Committee will consider in its evaluation of candidates for election as directors the following criteria and qualifications:

•Leadership Experience. Such person should possess significant leadership experience, such as experience in business, finance/accounting, law, education or government, and shall possess qualities reflecting a proven record of accomplishment and ability to work with others.

•Commitment to the Company’s Values. Such person shall be committed to promoting our financial success and preserving and enhancing our reputation, shall be in agreement with our values as embodied in our Code and support our mission statement.

•Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a director of the Company.

•Complementary Attributes. Such person shall have skills and talents that would be a valuable addition to the Board and any committees thereof and that shall complement the skills and talents of our existing directors.

•Reputation and Integrity. Such person shall be of high repute and integrity.

The Board, as assisted by the Nominating and Corporate Governance Committee, seeks and recommends candidates for election or re-election with differences of viewpoint, professional experience, education, skill and other individual qualities. The Nominating and Corporate Governance Committee charter provides that the committee endeavors to solicit candidates possessing skills and talents that would complement the skills and talents of the Company’s existing directors. In addition,

before recommending that the Board nominate each new director candidate or re-nominate each incumbent director, the Nominating and Corporate Governance Committee assesses each individual’s contributions, including the value of his or her experience as a director of the Company and the availability of new director candidates who may offer unique contributions and the Company’s changing needs.

Although the Board does not have a formal policy regarding diversity, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board. Nominees are not discriminated against based on race, color, religion, sex, ancestry, national origin, sexual orientation, disability or any other basis prescribed by law. The Nominating and Corporate Governance Committee will assess the effectiveness of this approach as part of its review of the Board’s composition as well as in the course of the Board’s and Nominating and Corporate Governance Committee’s self-evaluation.

Board Diversity

Effective corporate governance is critical for both our long-term performance and maintaining stakeholder trust. Our Board is responsible for overseeing the governance, strategy and operation of the Company. Our 11 directors come from diverse backgrounds, drawing on their substantial experience in finance, philanthropy, public accounting, law, water rights, compliance, agribusiness, global produce distribution, real estate and education. We comply with California SB 826, requiring a minimum of three female directors for corporations with six or more directors. We also comply with California AB 979, requiring corporations with nine or more directors to have a minimum of three directors from underrepresented communities.

Board Diversity Matrix (as of November 1, 2021)

Total Number of Directors:	11
​		Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		3	7	​	1
Part II: Demographic Background
African American or Black		​	​	​	​
Alaskan Native or Native American		​	​	​	​
Asian		1	​	​	​
Hispanic or Latinx		​	1	​	​
Native Hawaiian or Pacific Islander		​	​	​	​
White		1	6	​	​
Two or More Races or Ethnicities		1	​	​	​
LGBTQ+		​
Did Not Disclose Demographic Background		1

Board Meetings and Attendance

We expect our directors to attend all meetings of the Board, all meetings of all committees on which they serve and our Annual Meeting, absent extraordinary circumstances. The Board met 11 times in fiscal year 2021. Directors attended 97% of Board meetings and 100% of committee meetings for the committees on which they served in fiscal year 2021. All of our directors attended our 2021 Annual Meeting of Stockholders.

Our non-management directors meet without management directors as necessary or when deemed appropriate. When held, these meetings are presided over by our Chairperson, Mr. Gordon E. Kimball. Executive sessions for committees are presided over by each committee chair.

The Bylaws give the Board the authority to delegate its powers to committees appointed by the Board. Our committees operate under written charters that have been approved by the Board, which are reviewed annually by each committee. Copies of each of the committee charters are available on our website at www.limoneira.com, and in print, without charge, upon written request to our principal executive offices at Investor Relations at Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060. The information on our website is not, and shall not be deemed to be, incorporated by reference into this proxy statement or incorporated into any other filings that the Company makes with the SEC.

We currently have following six committees: Audit and Finance Committee, Compensation Committee, Nominating and Corporate Governance Committee, Risk Management Committee, Marketing Committee and Philanthropy Committee. Our committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of the Bylaws and the terms of the respective committee charters. Each of the Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee may not delegate any of its authority to subcommittees unless otherwise authorized by the Board.

Director Independence

The NASDAQ Rules require that a majority of the Board be independent. The Board consists of 11 directors, of which nine are non-management directors. Each year the Board reviews the materiality of any relationship that each of our directors has 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 has determined that the following current directors are “independent directors” as defined by the NASDAQ Rules: Messrs. Gordon E. Kimball, Jesus “Chuy” Loza, John W. H. Merriman, Donald R. Rudkin, Robert M. Sawyer, Scott S. Slater, Edgar A. Terry and Mses. Elizabeth Blanchard Chess and Elizabeth Mora.

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

Committees of the Board

Audit and Finance Committee

Messrs. Rudkin, Sawyer and Terry served on our Audit and Finance Committee in fiscal year 2021 with Mr. Rudkin serving as Chairperson. The Audit and Finance Committee met four times during fiscal year 2021.

The Audit and Finance Committee is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Rules and Rule 10A-3 of the Exchange Act, and includes at least one “audit committee financial expert,” as required by applicable SEC regulations. The Board has determined that Mr. Rudkin and Ms. Mora qualify as an “audit committee financial expert,” as defined by the SEC. The Audit and Finance Committee is also established in accordance with section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).

The Audit and Finance Committee operates under a written charter, which reflects the requirements regarding audit committees under the NASDAQ Rules and the Sarbanes-Oxley Act of 2002, as amended. A copy of the Audit and Finance Committee charter is available on the Company’s website at www.limoneira.com.

The Audit and Finance Committee is responsible for, among other things:

•retaining and overseeing our independent auditors;

•assisting the Board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements;

•reviewing and approving the plan and scope of the internal and external audit;

•pre-approving any audit and non-audit services provided by our independent auditors; and

•approving fees to be paid to our internal audit service providers.

Additionally, the Audit and Finance Committee is responsible for reviewing with the Chief Executive Officer and Chief Financial Officer and independent auditors the adequacy and effectiveness of our internal controls, preparing the Audit and Finance Committee report to be filed with the SEC and conducting an annual review and assessment the Audit and Finance Committee’s performance and the adequacy of its charter.

Messrs. Rudkin and Terry and Ms. Mora comprise the Audit and Finance Committee for fiscal year 2022 with Mr. Rudkin serving as the Chairperson.

Compensation Committee

Messrs. Merriman, Rudkin and Terry served on our Compensation Committee for fiscal year 2021 with Mr. Merriman serving as Chairperson. The Compensation Committee met two times during fiscal year 2021.

The Compensation Committee is comprised entirely of independent directors who meet Compensation Committee independence requirements of the NASDAQ Rules. In accordance with the Compensation Committee charter, the members are “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act. There are no interlocking relationships between any member of our Compensation Committee and any of our executive officers that require disclosure under the applicable rules promulgated under the federal securities laws.

The Compensation Committee is responsible for, among other things:

•determining compensation policies for executive officers and independent directors,

•overseeing the Company’s cash and equity-based compensation plans,

•determining all aspects of compensation packages for executive officers, and for reviewing such compensation for our directors and

•recommending terms and awards of stock compensation to the Board.

Additionally, the Compensation Committee is responsible for reviewing organizational and staffing matters of the Company, reviewing and discussing the Compensation Discussion and Analysis disclosure with management and recommending its approval in the proxy statement, and granting the right for directors, officers and employees to receive indemnification, as applicable.

The Compensation Committee is responsible for determining all aspects of compensation packages for executive officers, and for reviewing such compensation for our directors. The Compensation Committee has not delegated any of its authority. From time to time, the Compensation Committee retains, without the recommendation of management, an independent compensation consultant to provide advice and recommendations on competitive market practices and pay levels of directors, as well as market specific practices regarding incentive-based plans. In this role, the compensation consultant works with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities and will undertake no projects for management except at the request of the Compensation Committee chair and in the capacity of the Compensation Committee’s agent.

It is Company policy to retain an independent compensation consultant every two years to assist with redesigning the compensation structure for executive officers and non-management directors. In fiscal year 2021, the Compensation Committee retained Pearl Meyer and Partners LLC (“Pearl Meyer”), an independent, leading advisor to boards and senior management on compensation as an independent compensation consultant to assist with redesigning the compensation structure for executive officers and non-management directors. The Compensation Committee evaluated Pearl Meyer’s independence pursuant to the SEC rules and the NASDAQ Rules. The Compensation Committee has determined that Pearl Meyer is independent, and no conflict of interest has arisen as a result of the work performed by Pearl Meyer during fiscal year 2021. Other than advising the Compensation Committee, Pearl Meyer did not provide any services to the Company in fiscal year 2021. For additional information concerning the Compensation Committee’s processes and procedures for consideration and determination of executive officer compensation, see the “Compensation Discussion and Analysis” section of this proxy statement.

Messrs. Slater and Rudkin and Ms. Chess comprise the Compensation Committee for fiscal year 2022 with Mr. Slater serving as the Chairperson.

Nominating and Corporate Governance Committee

Ms. Chess and Messrs. Merriman and Sawyer served on our Nominating and Corporate Governance Committee for fiscal year 2021 with Mr. Sawyer serving as Chairperson. The Nominating and Corporate Governance Committee met three times during fiscal year 2021. In addition, they conducted multiple interviews with several candidates for a new board position.

The Nominating and Corporate Governance Committee is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Rules. The Nominating and Corporate Governance Committee is responsible for, among other things:

•recommending the number of directors to comprise the Board;

•identifying and evaluating individuals, or incumbent directors, qualified to become or remain members of the Board;

•recommending to the Board director nominees for each annual meeting of stockholders;

•recommending to the Board the candidates for filling vacancies that may occur;

•reviewing the Board’s independent director compensation process, self-evaluations and policies;

•overseeing compliance with the code of ethics;

•monitoring developments in the law and in corporate governance; and

•overseeing the Company’s environmental and social responsibility and sustainability programs and practices.

Ms. Mora and Messrs. Slater and Terry comprise the Nominating and Corporate Governance Committee for fiscal year 2022 with Ms. Mora serving as the chairperson.

Director Compensation

For fiscal year 2021, our non-management director compensation program included a combination of cash and equity-based compensation to attract and retain non-management directors and to compensate such directors for their service on the Board. Each non-management director received an annual retainer of $83,200 for his or her service on the Board. The Chairperson received an additional $57,000. Our management directors do not receive additional compensation for their service on the Board.

The following table sets forth the annual retainer amounts for service on the Board and committees for fiscal year 2021.

(1)Mr. Edwards and Ms. Fukutomi are not compensated

(2)Ms. Fukutomi is not compensated

(3)Ms. Fukutomi is not compensated

Directors (including the Chairperson of the Board) are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board or committees. The Company also reimburses directors for all reasonable and authorized business expenses related to service to the Company in accordance with the policies of the Company as in effect from time to time.

Non-management directors may elect to receive up to 100% of their total annual compensation in the form of equity, provided that, each director may not elect to receive more than 60% of their total annual compensation in the form of cash. The Board approved the compensation rates, shown above, on January 26, 2021. The amount of equity to be awarded to each director is calculated using the closing price of our stock on the date of the award. On January 26, 2021, our closing stock price was $16.85.

The following table provides compensation paid or accrued to our non-management directors in fiscal year 2021:

(1)Mr. Edwards and Ms. Fukutomi are not compensated 

(2)Ms. Mora joined the board November 2021

(3)The value of stock awards is the aggregate grant date fair [market] value computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation.

It is the Company’s policy to review Board compensation every two years with an independent consulting group. During fiscal year 2021, the Compensation Committee engaged Pearl Meyer, a leading advisor to boards and senior management on compensation, to review total compensation of Board members and senior management.

The following Compensation Discussion and Analysis should be read in conjunction with the Summary Compensation Table and related tables that are presented elsewhere in this proxy statement.

Certain Information Regarding Our Executive Officers

Executive Officers who are not Directors

	Mark Palamountain Mr. Palamountain was appointed as Chief Financial Officer, Treasurer and Corporate Secretary effective as of January 8, 2018. He served as the Company’s Senior Director of Agricultural Operations since 2014. From 2012 to 2014, Mr. Palamountain served as Director of Business Development and Business Integration at the Company. Prior to joining the Company, Mr. Palamountain was the Chief Executive Officer and a founder of Perpetual Power LLC, a leading solar integration company specializing in finance and product technology. From 2003 to 2008, he served as Managing Director, Head of NASDAQ Trading for Broadpoint Securities where he was responsible for all trading desk management functions for a team of 25 traders. Between 2001 and 2003, Mr. Palamountain was a Principal at Thomas Weisel Partners and from 1997 to 2001, he was a trader at JPMorgan Chase. Mr. Palamountain is a graduate of University of Colorado at Boulder, where he earned a Bachelor of Science degree in Finance.
Age: 46 Chief Financial Officer, Treasurer & Corporate Secretary

	Alex M. Teague Mr. Teague has served as Senior Vice President of the Company from 2005 until 2022. Mr. Teague joined the Company in 2004 and served the Company as Vice President of Agribusiness until his promotion to Senior Vice President in 2005. Mr. Teague is currently a member of the board of directors of Canyon Irrigation Company, Salinas Land Company and California Orchard Company, California Arizona Lemon Growers Association as well as the Coalition of Labor Agriculture and Business. Mr. Teague is a graduate of University of Pacific, where he earned a Bachelor of Science degree in Administration. Mr. Teague retired from the Company effective February 1, 2022.
Age: 58 Senior Vice President and Chief Operating Officer

Key Executive Compensation Objectives

The compensation policies developed by the Compensation Committee are based on the philosophy that compensation should reflect both the Company’s performance, financially and operationally, and the individual performance of the executive. The Compensation Committee’s objectives when setting compensation for our NEOs:

•Setting compensation levels that are sufficiently competitive such that they will motivate and reward the highest quality individuals to contribute to our goals, objectives and overall financial success. This is done in part through reviewing and comparing the compensation of other companies in our industry.

•Retaining executives and encouraging their continued quality service, thereby encouraging, and maintaining continuity of the management team. Our competitive base salaries combined with cash and equity incentive bonuses, and the long-term incentives through our retirement plans and the vesting requirements of our equity-based incentive bonuses, encourage high-performing executives to remain with the Company.

•Incentivizing executives appropriately to manage risks while attempting to improve our financial results, performance, and condition. Our cash-based and equity-based incentive plans set Company- specific and individual goals for executives to ensure the executives are compensated in accordance with the Company’s performance.

•Aligning executive and stockholder interests. The Compensation Committee believes the use of equity compensation as a key component of executive compensation is a valuable tool for aligning the interests of our NEOs with those of our stockholders.

•Obtaining tax deductibility whenever appropriate. The Compensation Committee believes tax deductibility for the Company is generally a favorable feature for an executive compensation program, from the perspectives of both the Company and the stockholders. The Amended and Restated 2010 Omnibus Incentive Plan (as amended, the “Amended and Restated Plan”) has provisions relating to tax withholding and compliance with Section 409A of the Code to ensure executives are obtaining favorable tax treatment.

The Compensation Committee believes that the total compensation package for each of our named executive officers (“NEOs”) is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets in order to increase stockholder value. Our NEOs for fiscal year 2021, as identified in the Summary Compensation Table below, were Harold S. Edwards, President and Chief Executive Officer; Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary; and Alex M. Teague, Senior Vice President and Chief Operating Officer, who retired on February 1, 2022.

Key Compensation Decisions and Developments for Fiscal Year 2021

•Base Pay. During fiscal year 2021, our NEOs received a 4% increase to their base pay.

•Cash-Based Incentive Compensation. In fiscal year 2021, there were no cash-based incentive compensation bonuses for fiscal year 2020 performance paid to our NEOs. For fiscal year 2021 performance, the maximum potential payouts for all NEOs was 100% of base salary. Based on the Company’s performance in fiscal year 2021, no cash-based incentive compensation bonuses will be paid to our NEOs.

•Equity-Based Incentive Compensation. In fiscal year 2021, there were no equity-based incentive bonuses paid to our NEOs. For fiscal year 2021 performance, the maximum potential incentive payouts for all NEOs was 25% of base salary. Based on the Company’s performance in fiscal year 2021 and per the terms of the Amended and Restated Plan, no equity-based incentive bonuses will be paid to our NEOs.

•Equity-Based Retention Award Compensation. During fiscal year 2021, the Compensation Committee recommended and the Board approved awards of restricted stock for each of our Chief Executive Officer, our Chief Financial Officer, and our Chief Operating Officer in the amount of 40,000 shares, 20,000 shares and 20,000 shares, respectively. The restricted stock awards vest over three years with one-third vesting on October 31, 2021, one-third to vest on October 31, 2022, and one-third vesting to vest on October 31, 2023.

•Amended and Restated Plan. The Amended and Restated Plan terminated on January 23, 2022. The Company is asking stockholders to approve a new 2022 Limoneira Company Omnibus Incentive Plan. See Proposal 4 “Approval of the Limoneira Company 2022 Omnibus Incentive Plan”.

Oversight of Executive Compensation

The Role of the Compensation Committee in Setting Compensation. Our Compensation Committee has the authority to determine our compensation philosophy and the compensation for our executive officers. According to the Compensation Committee charter, the Compensation Committee has the authority to determine the compensation of our executive officers considering individual and corporate achievements. During the first quarter of each fiscal year, the Compensation Committee establishes performance goals for cash-based and equity-based incentive compensation for each of the NEOs and, at the end of that fiscal year, determines the level of attainment of those established goals.

The Role of Executives in Setting Compensation. Each NEO and other senior executive management team members participate in an annual performance review with our President and Chief Executive Officer or other NEO to provide input about his or her contributions to our success for the period being assessed.

Elements of Compensation

The material elements of the compensation program for our NEOs include: (i) base salaries; (ii) annual cash-based incentive bonuses; (iii) annual equity-based incentive bonuses; (iv) discretionary equity-based retention awards; and (v) other compensation consisting of retirement and other benefits.

Base Salaries

We provide our NEOs with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to the Company and competitiveness of the market. The Compensation Committee determines salaries for our NEOs Officers based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; the competitiveness of the market for the executive’s services; and the recommendations of our President and Chief Executive Officer. The Compensation Committee believes that the base salary of each of the NEOs, particularly considering each of their total compensation packages, is competitive with the market.

Annual Cash-Based Incentive Bonuses

Our practice is to pay annual cash-based incentive bonuses based upon the achievement of performance objectives established by the Compensation Committee at the beginning of each year. For fiscal year 2021, the Compensation Committee established net income and operating income for the year as the performance objectives. The net income performance objective was weighted at 70% and the operating income performance objective was weighted at 30%.

Each NEO is eligible to receive an annual cash-based incentive bonus in an amount up to a target percentage of his or her base salary based on the achievement of the established performance objective, subject to the negative discretion of our Compensation Committee. The target percentage is based on a graduated scale beginning at 10% of a participant’s annual base salary and with a maximum of 100% of a participant’s annual base salary.

Any bonuses earned under the program in respect of a fiscal year are paid in a cash lump sum on or after October 31 of the performance year and on or before January 31 of the year following the performance year. For fiscal year 2021, our NEOs were eligible to receive a cash-based incentive bonus in an amount equal to 10% of their respective base salaries if the Company achieved net after-tax earnings of at least $0.635 million and operating income of at least $0.884 million. The amount of potential cash-based incentive bonuses our NEOs were eligible to receive increased incrementally up to a maximum of 100% of their respective base salaries if net after-tax earnings were $7.1 million and operating income was $9.9 million. Based on our overall financial performance in fiscal year 2021, cash-based incentive bonuses were not paid to our NEOs.

Annual Equity-Based Incentive Bonuses

It is our objective to have a substantial portion of each NEO’s compensation contingent upon overall corporate performance and align our NEOs’ interests with those of our stockholders by awarding annual equity-based incentive bonuses. Our Compensation Committee believes that equity-based annual incentives for the achievement of defined objectives create value for the Company and aligns the executive’s compensation with the interests of our stockholders. The Compensation Committee establishes overall corporate goals that are challenging to achieve, and, at the end of the applicable fiscal year, determines the level of attainment of those established goals and the contribution of each executive towards achieving them. For fiscal year 2021, the Compensation Committee established net income $1.6 million and operating income of $2.2 million as the performance objectives. The net income performance objective (the “Net Income Goal”) was weighted at 70% and the operating income performance objective (the “Operating Income Goal”) was weighted at 30%.

Each of Messrs. Edwards, Palamountain and Teague were eligible to receive a number of shares of our common stock not to exceed an aggregate fair market value equal to 10% of 70% and 10% of 30% of their base salary if at least 80%, but less than 100%, of the Net Income Goal and Operating Income Goal, respectively, are achieved, 17.5% of 70% and 17.5% of 30% of their base salary if the Net Income Goal and Operating Income Goal, respectively, are achieved, 20% of 70% and 20% of 30% of their base salary if the Net Income Goal and Operating Income Goal if at least 125%, but less than 200%, of

the Net Income Goal and Operating Goal, respectively, are achieved and 25% of 70% and 25% of 30% of their base salary if at least 200% of the Net Income Goal and Operating Profit Goal, In the event that such overall corporate performance goals are obtained, the Compensation Committee, in its sole discretion, may nevertheless determine not to grant such shares or grant a fewer number of shares depending upon the circumstances such as the achievement of corporate or individual goals or strategic initiatives. Based on our overall financial performance in fiscal year 2021, our Compensation Committee did not award equity-based incentive compensation to our NEOs.

Discretionary Equity-Based Retention Awards

The Compensation Committee believes that time-based restricted stock awards serve as a retention incentive for the NEOs. During fiscal year 2021, the Compensation Committee approved grants of 40,000 shares of restricted stock for our Chief Executive Officer, Mr. Harold Edwards; 20,000 shares of restricted stock to our Chief Financial Officer, Mr. Mark Palamountain and 20,000 shares of restricted stock to our Chief Operating Officer, Mr. Alex Teague. The restricted stock awards vest over three years with one-third vesting on October 31, 2021, one-third vesting on October 31, 2022, and one-third vesting on October 31, 2023. Such time-based restricted stock grants are awarded from time to time at the discretion of the Compensation Committee and the Board. In determining the amount of these awards, the Compensation Committee and the Board considers primarily the executive’s position and level of responsibility within the Company, as well as the retention and long-term incentive value of the award and the amounts of past awards.

Retirement Plans

The Compensation Committee believes that retirement programs are important to the Company as they contribute to the Company’s ability to be competitive with its peers and reward our executive officers based on long-term performance of the Company and, therefore, are an important piece of the overall compensation package for the NEOs. For all eligible employees, including our NEOs, we provide a 401(k) plan; others are also participants in our frozen defined benefit pension plan.

Until June 2004, our employees and executive officers were eligible to participate in a traditional defined benefit pension plan that was maintained by the Company. Effective June 2004, plan participation and benefits payable under that plan were frozen and, since that time, no new participants have been added to that plan. The only NEO who is a participant in our defined benefit pension plan is Harold Edwards. At normal retirement age, Mr. Edwards’ anticipated monthly payment under this plan will be $81.

The Company sponsors a defined contribution retirement plan maintained under section 401(k) of the Code. Under the terms of such plan, eligible employees may elect, beginning after one month of employment, to defer compensation up to a specified amount of their annual earnings permitted to be deferred under the applicable provisions of the Code. In addition to any deferral contributions made by our employees, the Company contributes to the account of each eligible employee with at least one year of qualifying service a matching contribution of up to 4% of such employee’s annual compensation. Participant deferral contributions and employer matching contributions are 100% vested at the time of contribution. During fiscal year 2021, there were no changes made to our defined contribution plan related to contribution limitations, vesting schedules or eligibility requirements. The Company did make a change to the Company contributions and suspended the 4% discretionary “gift” in January 2021.

Nonqualified Deferred Compensation

None of our NEOs participates in or has account balances in nonqualified defined contribution or other deferred compensation plans maintained by the Company.

Change in Control, Separation or Severance Benefits

None of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control, except the equity acceleration for outstanding awards pursuant to Amended and Restated Plan. The Amended and Restated Plan contains provisions that provide for the vesting of options and stock appreciation rights awarded thereunder, as well as the lapse of restrictions on and vesting of all incentive awards issued thereunder upon a change in control or certain termination events.

Options and Stock Appreciation Rights. Except as otherwise provided in an Award Agreement or by a Board committee in a written resolution at the date of grant or thereafter to the extent outstanding awards granted under the Amended and

Restated Plan are either assumed, converted or replaced by the resulting entity in the event of a change in control, if a participant’s employment or service is terminated without Cause by the Company or an affiliate or a participant terminates his or her employment or service with the Company or an affiliate for Good Reason (if applicable), in either case, during the 12-month period following a change in control, all outstanding Options and Stock Appreciation Rights held by a participant shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable.

Performance-Based Awards. Except as provided in an Award Agreement or by a Board committee in a written resolution at the date of grant or thereafter, to the extent outstanding awards granted under the Amended and Restated Plan are assumed, converted, or replaced by the resulting entity in the event of a change in control: (i) any outstanding awards that are subject to Performance Share-Based Goals shall be converted by the resulting entity as if target performance had been achieved as of the date of the change in control; (ii) each Performance Share- Based Award or Performance Compensation Award with service requirements shall continue to vest with respect to such requirements during the remaining period set forth in the Award Agreement; and (iii) all other awards shall continue to vest (and/or the restrictions thereon shall continue to lapse) during the remaining periods set forth in the Award Agreement.

Restricted Stock. Pursuant to our Award Agreements for restricted stock with our NEOs, in the event that the employment of a NEO with the Company is terminated by the Company on or after the issue date of an award, other than for Cause, any unvested restricted stock shall become fully vested only in the sole discretion of the Company. The Compensation Committee (or its designee, to the extent permitted under the Amended and Restated Plan) shall have sole discretion to determine if a NEO’s rights have terminated pursuant to the Amended and Restated Plan and any Award Agreement, including but not limited to the authority to determine the basis for the NEO’s termination of employment. In the event that a NEO remains in continuous employment with the Company or an Affiliate from the issue date of an Award until a NEO’s termination due to (i) death, (ii) Disability or (iii) retirement (if the NEO has been employed by the Company for a period of at least the five years immediately preceding the grant date and is age 65 or older), any unvested restricted stock previously issued shall become fully vested.

Under the Amended and Restated Plan a “change in control” is generally defined to mean: (i) the disposition of all or substantially all of the assets of the Company; (ii) any person or group is or becoming the “beneficial owner” directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company, including by way of merger; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, but excluding any director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) cease for any reason to constitute a majority of the Board, then in office.

For purposes of the above, “Cause” means:

•the intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation, wrongdoing, or misfeasance, in each case, in connection with a NEOs duties or otherwise during the course of a NEO’s employment or service with the Company or an Affiliate;

•the commission of a felony or the indictment for any felony, including, but not limited to, any felony involving fraud, embezzlement, moral turpitude, or theft;

•the intentional and wrongful damaging of property, contractual interests, or business relationships of the Company or an Affiliate;

•the intentional and wrongful disclosure of secret processes or confidential information of the Company or an Affiliate in violation of an agreement with, or a policy of, the Company or an Affiliate;

•the continued failure to substantially perform the NEO’s duties for the Company or an Affiliate;

•current alcohol or prescription drug abuse affecting work performance;

•current illegal use of drugs; or

•any intentional conduct contrary to the Company’s or an Affiliate’s written policies or practices.

Because “Good Reason” is not defined in the applicable Award Agreements of our NEOs, and such persons are not a party to any employment related agreement, each NEO shall not be entitled to terminate his or her employment or service for Good Reason.

For purposes of the above, “Disability” shall mean a NEO is unable to engage in his or her profession due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Compensation Committee shall certify Disability, after consultation with a qualified medical examiner, and shall determine a NEO’s date of termination after considering the NEO’s position and all applicable laws.

In the event that Section 409A of the Code and the guidance issued thereunder (collectively, “Section 409A”) applies and any award would be paid to NEO upon a “separation from service” within the meaning of Section 409A, and no exemption or exclusion from Section 409A shall apply, no award shall be released to any NEO who is a “specified employee” within the meaning of Section 409A until the earlier of the first day of the seventh month after the month of such NEO’s separation from service or the NEO’s death.

The amounts shown in the following table reflect the potential value to the NEOs, as of the end of fiscal 2021, of full acceleration of all unvested restricted stock awards upon a change in control of the Company and upon certain termination events. The amounts shown assume that a change in control or termination event was effective as of the last business day of fiscal year 2021 having been October 29, 2021. The closing market price of the Company’s common stock on October 29, 2021 was $16.13. The amounts below are estimates of the incremental, lump sum amounts that would be received upon a change in control or certain termination events; the actual amount can be determined only at the time of any actual change in control or termination event.

Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events

(1)Information regarding unvested restricted stock held by each NEO is set forth in the Outstanding Equity Awards table below. Restricted stock is issued subject to vesting over five years for discretionary equity-based retention awards granted in 2017, and three years thereafter for discretionary, equity-based retention awards.

(2)Termination events include death, Disability, termination other than for Cause (in the sole discretion of the Company) or retirement.

(3)Total value calculated assuming a change in control or termination event date of October 29, 2021 and utilizing the closing market price on October 29, 2021 ($16.13 per share).

Perquisites and Other Personal Benefits

The Compensation Committee reviews annually the perquisites that NEOs receive. The primary personal benefits for our NEOs are health and welfare benefits, including, medical, dental, vision and life insurance. The NEOs participate in these plans on the same terms as other company employees. In addition, Company vehicles are provided to the NEOs, as well as to other members of management.

Employment Agreements

As of the end of our 2021 fiscal year, the Company was not party to any employment agreements with any of our NEOs.

Hedging and Pledging Policies

The Company has adopted the Limoneira Company (including Subsidiaries) Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures and Guidelines with Respect to Certain Transactions in Securities of Limoneira Company (the “Insider Trading Policy”). 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 (“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 of 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.

Other

The Compensation Committee also considers the accounting, tax, and stockholder dilutive costs of specific compensation programs, and seeks to balance the earnings, tax, and dilutive impact of executive compensation plans with the need to attract, retain and motivate highly qualified executives.

Chief Executive Officer Pay Ratio

In connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation (“Total Compensation”) of the Company’s median employee (excluding the Chief Executive Officer), to the Total Compensation of the Company’s Chief Executive Officer (the “CEO Pay Ratio”).

In identifying the median employee, the Company prepared a list of all employees of the Company, excluding the Chief Executive Officer, along with their annual base wages and salaries (“Annual Earnings”) as of October 31, 2021. The median employee was selected from this list. The median employee’s Total Compensation was then calculated by adding to their Annual Earnings all other compensation for fiscal year 2021, which includes stock awards, non-equity incentive plan compensation, the change in pension value and nonqualified deferred compensation earnings, Company-paid life insurance premiums, profit sharing and Company contributions made under our 401(k) plan and personal usage of Company vehicles.

Based on the information above, the CEO Pay Ratio for fiscal year 2021 is as follows:

Benchmarking

When making compensation-related decisions, the Compensation Committee believes it is important to be informed as to the current practices of other companies in our industry and/or similar in size or other attributes to the Company and to set compensation levels for our NEOs that are competitive with such companies. As a result, in determining compensation levels for our NEOs and for purposes of determining any potential payments to our NEOs under our annual cash-based and equity-based incentive bonus programs, the Compensation Committee periodically reviews and compares available salary and incentive bonus information of other companies. As a part of such review and comparison, the Compensation Committee uses internally prepared surveys and other publicly and privately available information to compare each component of the Company’s compensation program to the compensation paid to equivalent executive officers at such companies, with a goal of setting competitive compensation levels for each of our executive officers. The results of the benchmarking activities were utilized in designing our compensation program described in the “Elements of Compensation” section. As previously discussed during fiscal year 2021, the Compensation Committee engaged Pearl Meyer, a leading independent compensation consultant, to evaluate NEO compensation.

Risk Assessment

In formulating and evaluating material elements of compensation, the Compensation Committee takes into consideration whether any such programs may encourage excessive risk-taking behavior. Based on such review, the Compensation Committee concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. In making such determination, the Compensation Committee took into consideration the many design features that mitigate the likelihood of inducing excessive risk-taking behavior. In particular, the Compensation Committee believes that our use of restricted stock awards, as the primary equity feature in the compensation program, minimizes the risk that a NEO’s short-term interests may not align with longer-term interests of stockholders.

Our Code of Ethics is applicable to directors, officers, employees, and temporary agency staff members of the Company (collectively, “Covered Persons”). The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Each Covered Person must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees, and anyone else with whom he or she has contact in the course of performing his or her job. All actions taken by the Company and the Covered Persons, without exception and wherever they may be acting, must be in compliance with the laws, rules, and regulations (including insider trading laws) applicable to the Company in the country, state, and city in which they operate. These laws include compliance with the Foreign Corrupt Practices Act, competition laws, and money laundering laws.

Effect of Say-on-Pay Vote

At our 2021 Annual Meeting of Stockholders, pursuant to a non-binding, advisory vote, the stockholders approved the compensation of our NEOs as disclosed in the proxy statement for such annual meeting. The Compensation Committee has considered the results of this advisory vote and believes that it shows support by our stockholders for our compensation philosophy and the executive compensation programs that implement our philosophy. We have not significantly changed our executive compensation programs following the advisory vote.

Summary Compensation Table for Fiscal Years 2021, 2020 and 2019

The following table sets forth information regarding the compensation for our NEOs for fiscal years 2021, 2020 and 2019. This table should be read in conjunction with the Compensation Discussion and Analysis, which sets for the objectives and other information regarding our executive compensation program.

(1)The value of stock awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. There were no annual, performance-based, equity incentive bonus shares granted in fiscal year 2022 earned for fiscal year 2021. There were no annual, performance-based equity incentive bonus shares granted in fiscal year 2021 earned for fiscal year 2020. There were no annual, performance- based, equity incentive bonus shares granted in fiscal year 2020 earned for fiscal year 2019. The amounts shown for fiscal years 2021, 2020, and 2019 include the shares comprising the discretionary, equity-based retention awards issued to our NEOs respectively in December 2020, 2019, and 2018.

(2)There were no cash-based incentive bonuses earned for fiscal years 2021, 2020 and 2019 performance.

(3)The amounts shown reflect the change in pension value, which is based upon the change in the present value of the accrued benefit from fiscal years 2020 to 2021, 2019 to 2020, and 2018 to 2019. The change in pension value may be impacted by, among other things, changes in the assumptions used for the discount rate, long-term rate of return and mortality tables used.

(4)All Other Compensation consists of, for each of our NEOs, life insurance premiums, profit sharing and matching contributions under our 401(k) plan, dividends paid on stock awards, and personal use of Company vehicles.

(5)Mr. Edwards does not receive compensation for being a director of the Company.

The following charts reflect fiscal year 2021 compensation mix for our NEOs:

Chart of All Other Compensation

Grants of Plan-Based Awards in Fiscal Year 2021

The following table provides information about grants of equity and non-equity plan-based awards to the NEOs for performance in the fiscal year ended October 31, 2021, and discretionary, equity-based retention awards granted in fiscal year 2021. These equity-based retention awards amounted to 40,000 shares, 20,000 shares and 20,000 shares for Messrs. Edwards, Palamountain and Teague, respectively.

(1)See page 29 of the proxy statement, under “COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Equity-Based Incentive Bonuses,” for a description of our Equity-Based Incentive Bonus Plan. Under our Equity-Based Incentive Plan, awards that may be paid out are in the form of the number of shares of our common stock that is derived from a percentage of the NEOs’ salary.

(2)These columns show the potential payments for each NEO under the Amended and Restated Plan with respect to fiscal year 2021 performance. Threshold, target, and maximum represent 10%, 25% and 100% of the NEOs’ annual salary. There were no non-equity incentive plan awards earned in fiscal year 2021 by Messrs. Edwards, Palamountain and Teague.

(3)These columns show the potential payments for each of NEO under the Amended and Restated Plan with respect to fiscal year 2021 performance. Threshold, target, and maximum represent 10%, 17.5% and 25% of the NEO’s annual salary. There were no equity-based incentive bonuses earned in fiscal year 2021 by Messrs. Edwards, Palamountain and Teague.

(4)All such shares, whether vested or unvested, are considered issued and outstanding on the date of issuance, and our NEOs have voting rights with respect to, and receive any dividends on, such shares granted to them.

(5)The value of stock awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. As described on page 29 of the proxy statement, under “COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Equity-Based Incentive Bonuses,” equity compensation is generally based on a percentage of the employee’s salary, and the number of shares of common stock issued to each NEO was equal to the relevant percentage of salary divided by the fair value of such stock on the issue date.

Outstanding Equity Awards at 2021 Fiscal Year End

The following table summarizes the total outstanding equity awards as of October 31, 2021 for each NEO:

(1)Based on a fair market value of our common stock on October 29, 2021 at $16.13 per share.

(2)Discretionary equity-based retention awards: on December 19, 2017, we issued to Mr. Edwards 40,000 shares of restricted stock that vest in five equal, annual installments beginning on October 31, 2018. On December 18, 2018, we issued to Mr. Edwards 40,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2019. On December 20, 2019, we issued to Mr. Edwards 40,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2020. On December 14, 2020, we issued Mr. Edwards 40,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2021.

(3)Discretionary equity-based retention awards: on December 19, 2017, we issued to Mr. Palamountain 20,000 shares of restricted stock that vest in five equal, annual installments beginning on October 31, 2018. On December 18, 2018, we issued to Mr. Palamountain 20,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2019. On December 20, 2019, we issued to Mr. Palamountain 20,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2020. On December 14, 2020, we issued to Mr. Palamountain 20,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2021.

(4)Discretionary equity-based retention awards: on December 19, 2017, we issued to Mr. Teague 20,000 shares of restricted stock that vest in five equal, annual installments beginning on October 31, 2018. On December 18, 2018, we issued to Mr. Teague 20,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2019. On December 20, 2019, we issued to Mr. Teague 20,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2020. On December 14, 2020, we issued to Mr. Teague 20,000 shares of restricted stock that vest in three equal, annual installments beginning on October 31, 2021.

Option Exercises and Stock Vested at 2021 Fiscal Year End

The following table sets forth information about the vesting of restricted stock held by our NEOs during fiscal year 2021:

(1)Shares that vested on October 31, 2021 were calculated using the fair market value of our common stock on October 29, 2021 of $16.13 per share.

(2)48,000 shares that vested and valued realized on vesting are in connection with shares issued December 19, 2017, December 18, 2018, December 20, 2019 and December 14, 2020 discretionary equity-based retention awards.

(3)24,000 shares that vested and valued realized on vesting are in connection with shares issued December 19, 2017, December 18, 2018, December 20, 2019, and December 14, 2020 discretionary equity-based retention awards.

(4)24,000 shares that vested and valued realized on vesting are in connection with shares issued December 19, 2017, December 18, 2018, December 20, 2019 and December 14, 2020 discretionary equity-based retention awards.

Pension Benefits

The Company’s defined benefit pension plan is a tax-qualified retirement plan that covers eligible employees of the Company. Effective in June 2004, participation in such plan was frozen so that anyone who was hired by the Company on or after June 2004 is ineligible to participate in such plan. Under the plan, age 65 is considered normal retirement age. Participating employees may retire with benefits as early as age 55, provided they then have at least five years of qualifying service. Normal retirement benefits for a participant are calculated based on such participant’s highest average pay over any five consecutive calendar years of employment. The maximum benefit is payable to employees who retire at age 65 with 30 or more years of service and is equal to 65% of such employee’s highest average pay less 60% of the applicable participant’s estimated annual Social Security benefit. For participating employees who retire at age 65 with less than 30 years of service, their retirement benefit is equal to such maximum benefit amount multiplied by a fraction, the numerator of which is total years of qualifying service and the denominator of which is 30. For participating employees who elect to retire prior to age 65, the benefits under the Company’s defined benefit pension plan that would otherwise be payable to them at age 65 are actuarially reduced to account for the longer period they are expected to be receiving payments.

Benefits are paid in the form of a life annuity, with married employees having the option to elect to receive benefit payments in the form of a 50% joint and survivor annuity. Additionally, participating retiring employees may elect a ten-year certain and life optional form of payment, a contingent annuity with a ten- year certain and life optional form of payment or a 100%, 75% or 50% joint and survivor optional form of payment naming someone other than his or her spouse as joint annuitant.

(1)Liabilities shown in this column are computed using the projected unit credit method reflecting average salary and service as of the fiscal year end. The material assumptions used to determine these liabilities can be found in the fiscal year end FAS Disclosures Actuarial Valuation Report, except we assumed no pre-retirement decrements and that retirement occurs at the plan’s earliest unreduced retirement age.

(2)The plan’s benefit formula is integrated with Social Security and is based on the participant’s years of service for the Company and final average compensation. Compensation is limited to the applicable limit under Section 401(a)(17) of the Code. The plan benefit is limited to the applicable limit under Section 415(b) of the Code. Only employees hired before June 30, 2004 are eligible to participate in the plan. In addition, eligibility for the plan occurs no later than the completion of 500 hours of service in the first twelve months of employment. Effective June 30, 2004, the plan was frozen. Additional benefit service cannot be earned after June 30, 2004. Early retirement age is the first day of any month after age 55, provided the participant has earned five years of vesting service at the time of retirement

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on the review and discussion referred to above, the Compensation Committee has recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement and incorporated in the Company’s Annual Report on Form 10-K for the year ended October 31, 2021.

Members of the Compensation Committee:
John W. H. Merriman, Chairperson
Donald R. Rudkin
Edgar A. Terry

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that we specifically incorporate it by reference in such filing.

Proposal 2: Advisory Vote on Executive Compensation

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as set forth in Section 14A(a) of the Exchange Act (15 U.S.C. 78n-1), we are asking stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers or “NEOs” as disclosed in this proxy statement in accordance with SEC rules.

As described in detail under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” our executive compensation programs are designed to attract, motivate and retain our NEOs, who are critical to our strategic goals and success. Under our executive compensation program, our NEOs receive compensation that encourages both near-term and long-term growth and successes through compensation linked to performance standards aimed to increase stockholder value.

The Compensation Committee bases its executive compensation decisions on our compensation objectives, which include the following:

•aligning management’s incentives with the interests of our stockholders;

•providing competitive compensation to our NEOs;

•rewarding NEOs for past performance and motivating them to excel in the future; and

•rewarding superior performance of both the Company and each individual executive and encouraging actions that promote our near-term and long-term strategic goals.

We believe that our existing compensation programs have been effective at motivating our NEOs to achieve superior performance and successes for us, aligning compensation with performance measures and stockholder interests and enabling us to attract, retain and motivate talented executive officers.

We are asking our stockholders to indicate their support for our NEOs’ compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. Accordingly, we will ask our stockholders to approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures by voting FOR the approval of our executive compensation program.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and will review and consider the outcome of this advisory vote when making future compensation decisions for our NEOs and will evaluate whether any actions are necessary.

The Company will include a proposal seeking stockholder approval, on an advisory basis, of the compensation of our NEOs in its proxy statement every year until the Annual Meeting of Stockholders in 2023. In 2023, the Company will include a proposal seeking stockholder approval, on an advisory basis, of the frequency at which the Company shall seek stockholder approval, on an advisory basis, of the compensation of our NEOs.

Required Vote for Stockholder Approval

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 is required to approve this proposal. Abstentions and broker non-votes will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of this proposal.

Recommendation of the Board

The Board recommends that you vote FOR the approval of the compensation of our NEOs.

Proposal 3: Ratification of Selection of Independent Auditor

General

The Audit and Finance Committee of the Board has recommended, and the Board now asks that the stockholders of the Company ratify the selection of Deloitte & Touche LLP as independent auditor for the Company for the fiscal year ending October 31, 2022.

The Audit and Finance Committee appointed Deloitte & Touche LLP, a registered public accounting firm, to audit the annual financial statements for the fiscal year ended October 31, 2021. Based on its past performance during these audits, the Audit and Finance Committee has selected Deloitte & Touche LLP as the independent auditor to perform the audit of our financial statements and internal control over financial reporting for fiscal year 2022.

The selection of our independent registered public accounting firm is not required to be submitted for stockholder approval, but the Board is seeking ratification of its selection of Deloitte & Touche LLP from our stockholders as a matter of good corporate practice. If stockholders do not ratify this selection, the Board will reconsider its selection of Deloitte & Touche LLP and may, in its sole discretion, either continue to retain this firm or appoint a new independent registered public accounting firm. Representatives of Deloitte & Touche LLP are expected to participate in the Annual Meeting via webcast and will have the opportunity to make a statement if they desire to do so but will not be available to respond to appropriate questions.

Fees

The chart below sets forth the total amount, including the amounts by category of service, billed to us by Deloitte & Touche LLP for services performed for fiscal year 2021.

(1)“Audit Fees” are fees billed for professional services for the audit of our consolidated annual financial statements filed on Form 10-K, the audit of our internal controls over financial reporting, the review of our interim financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)“Audit-Related Fees” are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

(3)“Tax fees” are fees billed for professional services rendered in connection with tax compliance, advice and planning.

(4)“All Other Fees” are fees billed for products and services other than those reported in Audit Fees, Audit-Related Fees and Tax Fees.

Pre-Approval Policies and Procedures

The Audit and Finance Committee has responsibility for conducting its appraisal and approval of audit and non-audit services. The Audit and Finance Committee allows delegation to members of the committee to approve additional audit and non-audit services. The Audit and Finance Committee or one of its members pre-approved all the services provided by Deloitte & Touche LLP for the fiscal year ended 2021. In making its recommendation to ratify the selection of Deloitte & Touche LLP as independent auditor for the fiscal year ending October 31, 2022, the Audit and Finance Committee has considered whether the services provided by Deloitte & Touche LLP are compatible with maintaining the independence of Deloitte & Touche LLP and has determined that such services do not interfere with Deloitte & Touche LLP’s independence.

Required Vote for Stockholder Approval

The ratification of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote on the proposal at the 2022 Annual Meeting. An abstention will not be counted toward the ratification of Deloitte & Touche LLP as the independent auditor, and the effect of an abstention is the same as a vote against the ratification. Brokers have discretion to vote on the ratification of our independent registered public accounting firm and, as such, no votes on this proposal will be considered broker non-votes.

Recommendation of the Board

The Board recommends that you vote FOR the ratification of the selection of Deloitte & Touche LLP to serve as independent auditor for the Company for the fiscal year ending October 31, 2022.

Audit and Finance Committee Report

The Audit and Finance Committee’s primary role is to assist the Board in fulfilling its responsibility for oversight of:

(1) the quality and integrity of the consolidated financial statements and related disclosures,

(2) compliance with legal and regulatory requirements,

(3) the independent auditors’ qualifications, independence and performance; and

(4) the performance of our internal audit and control functions.

The Company’s management is responsible for the preparation of the financial statements, the financial reporting process and the system of internal controls. The independent auditors are responsible for performing an audit of the financial statements in accordance with auditing standards generally accepted in the United States and issuing an opinion as to the conformity of those audited financial statements to United States generally accepted accounting principles. The Audit and Finance Committee monitors and oversees these processes.

The Audit and Finance Committee has adopted a policy designed to ensure proper oversight of our independent auditor. Under the policy, the Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing any other audit review (including resolution of disagreements among management and the auditor regarding financial reporting), or attestation services. In addition, the Audit and Finance Committee is responsible for pre-approving any non-audit services provided by the Company’s independent auditors. The Audit and Finance Committee’s charter also ensures that the independent auditor discusses with the Audit and Finance Committee important issues such as internal controls, critical accounting policies, any instances of fraud and the consistency and appropriateness of our accounting policies and practices.

The Audit and Finance Committee of the Board has:

•reviewed and discussed with management and Deloitte & Touche LLP, the audited financial statements as of and for the year ended October 31, 2021;

•discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

•received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit and Finance Committee concerning independence and discussed with Deloitte & Touche LLP its independence.

Based on these reviews and discussions, the Audit and Finance Committee has recommended to the Board, and the Board has approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended October 31, 2021 for filing with the SEC.

Members of the Audit and Finance Committee:
Donald R. Rudkin, Chairperson
Robert M. Sawyer
Edgar A. Terry

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that we specifically incorporate it by reference in such filing.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of our stock as of February 1, 2022 by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding shares of our stock, (ii) each director, (iii) our NEOs and (iv) all of our directors and officers as a group. The applicable percentage ownership is based on 17,700,038 shares of common stock outstanding as of February 1, 2022, plus the number of shares of common stock to be issued upon the conversion of Series B Convertible Preferred Stock and Series B-2 Convertible Preferred Stock. All holders of shares of common stock are entitled to one vote per share on all matters submitted to a vote of holders of shares of common stock.

The number of shares beneficially owned by each entity or individual is determined pursuant to Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual has the right to acquire within sixty days through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.

There are no arrangements currently known to the Company, the operation of which may at a subsequent date result in a change of control.

(*)Less than 1%