Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on March 26, 2024, at 10:00 a.m. Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California, 93060.

Limoneira continues in 2024 as a company dedicated to sustainable agricultural and community development, rooted in rich history, heritage and tradition. Limoneira is, of course, not merely a name or a brand, it is comprised of real, tangible assets, land, water, dedicated employees and strong community relationships, carefully cultivated through the decades.

Over the past two years, we have reinforced our commitment to sustainability, stewardship of our land and water resources and greater management efficiencies. We embraced and then implemented best practices in governance and set our course towards the “asset-light” model, reducing our non-core assets.

In December, we took the next step by initiating a further introspective process to analyze our position, juxtaposed against current opportunities, with the intention of landing on the best corporate structure to pursue them. Our lodestar in this evaluation process is the best interests of our shareholders while respecting our historic values.

Enclosed please find our Notice of 2024 Annual Meeting of Stockholders and proxy statement, including a proxy card and our annual report. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals we will consider and how you can vote your shares. Please be sure to carefully follow the instructions contained in these proxy materials.

Your vote is very important to us. We encourage you 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 card regardless of whether you will attend the Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

Sincerely,

Scott S. Slater
Chairperson of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, March 26, 2024

Limoneira Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Tuesday, March 26, 2024, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060, for the following purposes:

• to elect two (2) Class I 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 vote on an advisory resolution on the frequency of Say-on-Pay votes (“Proposal 3”);

•to ratify the appointment of Deloitte & Touche LLP to serve as the independent auditor for Limoneira Company for the fiscal year ending October 31, 2024 (“Proposal 4”);

•to approve an amendment to our Restated Certificate of Incorporation to allow for the exculpation of officers (“Proposal 5”);

•to approve an amendment to the Limoneira Company 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for awards thereunder by 1,000,000 shares to 1,500,000 shares (“Proposal 6”); and

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

These matters are more fully described in the enclosed proxy statement. The Board of Directors recommends that you vote FOR ALL the director nominees, FOR the advisory approval of the compensation of the Named Executive Officers, for every ONE year as to the frequency of Say-on-Pay votes, FOR the ratification of the independent auditors, FOR the amendment of our Restated Certificate of Incorporation, and FOR the amendment to the Limoneira Company 2022 Omnibus Incentive Plan.

Stockholders of record at the close of business on January 31, 2024, the record date, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for 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, 2024 to stockholders of record at the close of business on January 31, 2024.

To be sure that your shares are properly represented at the meeting, whether or not you attend, please promptly vote your shares either by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy card no later than 11:59 p.m. Pacific Time, on March 25, 2024.

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

By order of the Board of Directors.

Amy Fukutomi
Vice President of Compliance & Corporate Secretary

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 the Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”), for the 2024 Annual Meeting of Stockholders, to be held on Tuesday, March 26, 2024, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060 and for any adjournments or postponements thereof. We refer to the 2024 Annual Meeting of Stockholders as the “Annual Meeting.” This Notice of Annual Meeting, proxy statement and proxy card are first being mailed or provided to stockholders on or about February 15, 2024. The costs for mailing will be paid by the Company.

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

Where and when will the meeting be held?

This year’s meeting will be held on March 26, 2024, and will begin at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on January 31, 2024 (the “Record Date”), are entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 18,004,918 shares of common stock outstanding and entitled to vote, 14,790 shares of Series B Convertible Preferred Stock outstanding and entitled to vote and 9,300 shares of Series B-2 Convertible Preferred Stock outstanding and entitled to vote. Holders of our common stock and Series B-2 Convertible Preferred Stock are entitled to one vote per share while holders of our Series B Convertible Preferred Stock are entitled to ten votes per share.

What is the purpose of the Annual Meeting?

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

1. Proposal 1: To elect two (2) Class I directors to the Board of Directors, each to serve for a three (3) year term. Below are the nominees for election by stockholders at the 2024 Annual Meeting. Both are current directors:

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

This advisory stockholder vote is commonly known as “Say-on-Pay”. Our Board values stockholder input as we provide oversight of the strategic growth of Limoneira, and we continue to engage with stockholders directly. This was particularly important in fiscal year 2023 to ensure we were responsive to the “Say-on-Pay” votes at our 2022 and at our 2023 Annual Meetings. To solicit feedback from our stockholders on our performance and strategic plan, executive compensation practices, as well as corporate governance and environmental, social and governance (“ESG”) topics, we hosted individual meetings by videoconference with several stockholders, representing approximately 30% of our outstanding common stock. Throughout the year, we participate in investor conferences and other presentations with current and prospective stockholders. Additionally, we appropriately engage our stockholders informally throughout the year as needed to provide transparency into emerging issues, to discuss milestones and to inform our decision-making. As highlighted in more detail in these proxy materials, we incorporated feedback from our stockholders directly into our decision-making as a Board in 2023.

3. Proposal 3: To vote on an advisory resolution on the frequency of Say-on-Pay votes. Stockholders may vote for a Say-On-Pay frequency of every one year, every other year, or every three years.

The Board believes that holding Say-on-Pay votes every year will provide the Board with valuable feedback from stockholders on the Company’s executive compensation policies and practices.

4. Proposal 4: To ratify the appointment of Deloitte & Touche LLP to serve as the independent auditor for Limoneira Company for the fiscal year ending October 31, 2024.

Our Audit and Finance Committee (“Audit Committee”) appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent auditor to perform the audit of our consolidated financial statements for the fiscal year ended October 31, 2024, and we ask our stockholders to ratify this appointment.

5. Proposal 5: To approve an amendment to our Restated Certificate of Incorporation to allow for exculpation of officers.

The State of Delaware, which is Limoneira’s state of incorporation, enacted legislation that enables Delaware companies to limit the liability of certain officers in limited circumstances. The Board believes it is important to provide protection from certain liabilities and expenses that may discourage prospective or current directors from accepting or continuing membership on corporate boards and prospective or current officers from serving corporations. Accordingly, the Board determined that it is advisable and in the best interests of the Company and its stockholders to amend the current exculpation and liability provisions of our Restated Certificate of Incorporation, as amended, to extend exculpation protection to our officers in addition to our directors. We submitted this same proposal to the stockholders for consideration at the 2023 Annual Meeting but did not receive sufficient votes for approval, primarily due to a large number of broker non-votes, which have the same effect as a vote against this proposal.

6. Proposal 6: To approve an amendment to the Limoneira Company 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for awards thereunder by 1,000,000 shares to 1,500,000 shares.

At the 2022 Limoneira Company Annual Meeting, the Company’s stockholders approved the Limoneira Company 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2022 Plan authorizes award grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and any other type of award authorized by the 2022 Plan to the Company’s and its affiliates’ employees (including officers), directors and consultants. An increase in the number of shares available under the 2022 Plan is needed to continue our transition to more equity-focused incentives and expand participation in the 2022 Plan. Accordingly, we ask our stockholders to consider and approve an amendment and restatement of Section 4(a) of the 2022 Plan to increase the number of shares of the Company’s common stock available for awards by an additional 1,000,000 shares to a total of 1,500,000 shares. No other changes are being requested.

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

The Board recommends a vote “FOR” Proposals 1, 2, 4, 5 and 6. The Board recommends a vote of every one year for Proposal 3.

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

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

Check-in Procedure for Attending the Annual Meeting

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

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

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

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

•either:

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

•we must receive by 11:59 p.m., Pacific Time, on March 25, 2024, a duly executed proxy card from the stockholder of record appointing you as proxy.

Beneficial Owners. If your shares are held by a bank or broker (often referred to as “holding in street name”), you should go to the “Beneficial Owners” check-in area at the Annual Meeting. Because you hold your shares in street name, your name does not appear on the share register of the Company. The documents that you need to provide to be admitted to the Annual Meeting depend on whether you are a beneficial owner or represent a beneficial owner.

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

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

•either:

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

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

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

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

•the identification and documentation specified above for individual beneficial owners.

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

	By Telephone: Call 1-800-652-VOTE (8683). You can use any touch-tone telephone to transmit your voting instructions up until voting is announced to be closed during the Annual Meeting. You need to have your proxy card in hand when you call and follow the instructions.
	Over the Internet: Go to www.investorvote.com/LMNR. You can use the Internet 24 hours a day to transmit your voting instructions until voting is announced to be closed during the Annual Meeting. You need to have your proxy card in hand when you access the website and follow the instructions.
	By Mail: You may submit your vote by completing, signing and dating your proxy card and returning it in the prepaid envelope to Proxy Services, C/O Computershare Investor Services, PO Box 43101, Providence, RI 02940-5067 to be received by 11:59 p.m., Pacific Time, on March 25, 2024.
	During the Meeting: See specific instructions below.

Voting in Person at the Annual Meeting

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

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

•Individuals Voting on Behalf of Another Individual. If you vote on behalf of another individual who is a stockholder of record, we must receive by 11:59 p.m., Pacific Time, on March 25, 2024, a duly executed proxy card from such individual stockholder of record appointing you as his or her proxy. If we received the proxy card, you will receive ballots at the check-in table when you present your identification.

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

•If you represent a corporation:

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

•we must receive by 11:59 p.m., Pacific Time, on March 25, 2024, a duly executed proxy card from the corporation appointing you as its proxy.

•If you represent a trust, partnership or other legal entity, we must receive by 11:59 p.m., Pacific Time, on March 25, 2024, a duly executed proxy card from the legal entity appointing you as its proxy. A letter or other document will not be sufficient for you to vote on behalf of a trust, partnership or other legal entity other than a corporation.

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

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

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

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 later via the Internet or telephone prior to 11:59 p.m., Pacific Time on March 25, 2024; or

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

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

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

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

•FOR the election of the two (2) Class I nominees for Director;

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

•For a frequency of every one year with regard to the frequency of Say-on-Pay votes;

•FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2024;

•FOR the proposal to amend our Restated Certificate of Incorporation to allow for exculpation of officers;

•FOR the proposal to amend the Limoneira Company 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for awards thereunder by 1,000,000 shares to 1,500,000 shares; and

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

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

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

The proposals to elect two (2) Class I directors (Proposal 1), to vote on an advisory resolution to approve the executive compensation (Proposal 2), to vote on an advisory resolution on the frequency of Say-on-Pay votes (Proposal 3), to approve an amendment to our Restated Certificate of Incorporation to allow for exculpation of officers (Proposal 5), and to approve an amendment to the Limoneira Company 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for awards thereunder by 1,000,000 shares to 1,500,000 shares (Proposal 6) are considered non-discretionary items; therefore, you must provide instructions in order to have your shares voted on these matters. If your shares are held in street name and you do not instruct your broker how to vote, your broker will have discretion to vote your shares on our sole “routine” matter – Proposal 4, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor to perform the audit of our consolidated financial statements for the fiscal year ending October 31, 2024.

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

The presence at the Annual Meeting, participating in-person or by proxy, of holders of a majority of the issued and outstanding shares of 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 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 two (2) Class I directors (Proposal 1), each director nominee receiving a plurality of the votes cast at the Annual Meeting will be elected as a director. Stockholders of any class or series of stock shall be permitted to cumulate votes for the election of directors.

The proposal to approve, on an advisory basis, of the compensation of the Company’s named executive officers (“NEOs”) (Proposal 2), the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor to perform the audit of our consolidated financial statements for the fiscal year ended October 31, 2024 (Proposal 4), and the proposal to approve an amendment to the 2022 Plan to increase the number of shares of the Company’s common stock available for awards by 1,000,000 shares to 1,500,000 shares (Proposal 6), each require the affirmative vote of the holders of at least a majority of the outstanding shares present, in person or by proxy, at the Annual Meeting and entitled to vote thereon is required to approve this proposal. Abstentions have the same effect as a vote “against” the proposal. Broker non-votes have no impact on these proposals.

Because the advisory vote on the frequency of Say-on-Pay votes (Proposal 3) asks stockholders to choose from one of multiple options, we will consider the frequency that receives the highest number of votes cast by stockholders to be the frequency that has been selected by stockholders. Broker non-votes and abstentions will have no impact on this proposal.

The proposal to approve an amendment to our Restated Certificate of Incorporation, as amended, to allow for the exculpation of officers (Proposal 5) requires the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote thereon; therefore, abstentions and broker non-votes have the effect of a vote against such proposal.

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

How is solicitation being made?

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

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

What should I do if I have any questions?

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

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

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

Business Performance / Fiscal Year 2023 Achievements / Recent Events

On October 10, 2022, we entered into a Purchase and Sale Agreement, as amended (the “Purchase Agreement”), with PGIM Real Estate Finance, LLC (“PGIM”) to sell 3,537 acres of land and citrus orchards in Tulare County, California (the “Northern Properties”) for an adjusted purchase price of approximately $100.0 million. The Purchase Agreement became effective on January 25, 2023, when the Board approved the Purchase Agreement, binding us to sell the Northern Properties and the transaction closed on January 31, 2023. We received net cash proceeds of approximately $98.4 million and recorded a gain of approximately $40.0 million. The proceeds were used primarily to pay down debt.

On January 31, 2023, we entered into a Farm Management Agreement (the “FMA”) with an affiliate of PGIM to provide farming, management and operations services related to the Northern Properties. The FMA has an initial term expiring March 31, 2024, and thereafter continuing from year to year unless earlier terminated under the terms of the FMA. Further, on January 31, 2023, we entered into a Grower Packing and Marketing Agreement to provide packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards.

On November 30, 2022, we sold our Sevilla property, received net proceeds of $2.6 million and recorded an immaterial loss in the first quarter of fiscal year 2023.

On April 18, 2023, we entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Southern California Edison and Edison International to formally resolve any and all claims related to the Thomas Fire in fiscal year 2018. Under the terms of the Settlement Agreement, the Company was awarded a total settlement of $9.0 million. On May 19, 2023, the Company received approximately $6.1 million, net of legal and related costs.

In April 2023, we determined that citrus farming operations were economically unviable on 670 acres of leased agricultural land at the Cadiz Ranch. As a result, we ceased farming operations, disposed of the related property, plant and equipment and recorded a loss on disposal of assets of $9.0 million in the second quarter of fiscal year 2023.

In August 2023, we engaged with Yuma Mesa Irrigation and Drainage District and the United States Bureau of Reclamation in a fallowing and forbearance program at our Associated Citrus Packers, Inc. ranch in Yuma, Arizona. We expect to receive approximately $1.3 million annually, paid in quarterly installments, for fallowing approximately 600 acres out of 1,300 acres of farmland through calendar year 2025.

In October 2023, Limoneira Lewis Community Builders, LLC closed on lot sales representing 121 residential units and we recorded equity in earnings of investments of $5.1 million for fiscal year 2023.

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

On December 19, 2023, we declared a cash dividend of $0.075 per common share, which was paid on January 12, 2024, in the aggregate amount of approximately $1.3 million to stockholders of record as of January 2, 2024.

On January 1, 2024, Elizabeth Blanchard Chess retired from the Board. The Board appointed Peter J. Nolan, to fill the vacancy created by the retirement of Ms. Chess, effective January 1, 2024.

COVID-19 Pandemic

The COVID-19 pandemic has had an adverse impact on the industries and markets in which we conduct our business. In particular, the United States lemon market saw a significant decline in volume, with lemon demand falling since widespread shelter in place orders were issued in March 2020, resulting in a significant market oversupply. The export market for fresh produce also significantly declined due to the COVID-19 pandemic impacts.

The decline in demand for our products beginning the second quarter of fiscal year 2020 has negatively impacted our sales and profitability for the last four fiscal years. The COVID-19 pandemic may continue to impact our sales and profitability in future periods. The duration of these trends and the magnitude of such impacts cannot be estimated at this time, as they are influenced by a number of factors, many of which are outside management’s control, including, but not limited, to those presented in Item 1A. Risk Factors our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 21, 2023.

Given the economic uncertainty as a result of the COVID-19 pandemic over the past four fiscal years, we have taken actions to improve our current liquidity position, including strategically selling certain assets, temporarily postponing capital expenditures and substantially reducing discretionary spending.

There is continued uncertainty around the breadth and duration of our business disruptions related to the COVID-19 pandemic, as well as its impact on the U.S. economy and the ongoing business operations of our customers. The ongoing impact of the COVID-19 pandemic on our results of operations, financial condition, or liquidity for fiscal year 2024 and beyond cannot be estimated at this point.

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 over 130 years, Limoneira has been dedicated to fostering the wellbeing of our communities, employees, and their families. We are committed to being a force for good within our local neighborhoods, conducting business with unwavering ethics, caring for the land that supports us, and promoting inclusivity. Our success is not just measured in dollars, but it is manifested by the tangible improvements of the lives and communities we support.

Limoneira is committed to bolstering the strength, transparency, and substance of our ESG programs, through which we can minimize our environmental impact, support nature, enhance the protection of human rights, and operate with steadfast ethical responsibility. We listen to feedback from our employees, stakeholders, investors, business partners, and other essential contributors to continually evolve our practices as we strive to exceed their expectations.

At the core of our beliefs lie the wellbeing of people and our planet, and we consistently invest to advance the benefit of each. Our workforce forms a cohesive and collaborative team that is characterized by inclusivity, diversity, and alignment with our mission statement and core philosophy. We are resolute in our efforts to achieve the ambitious goals set for ourselves and reinforced throughout our leadership team.

The Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board oversees our ESG programs and practices, including climate change, human capital management, diversity, stakeholder relations, and health, safety and the environment. The Nominating Committee considers long- and short-term trends and their potential environmental and social impacts to our business. The Nominating Committee’s role in overseeing our ESG programs has been formally designated and codified in the Nominating Committee’s charter. The Chairperson of this committee, Elizabeth Mora, is a seasoned ESG professional who provides guidance to our Board and management. Our ESG programs are managed by our Vice President of Compliance and Corporate Secretary, Amy Fukutomi, who reports directly to our CEO, Mr. Edwards.

During 2023, Limoneira was proud to introduce a formal ESG Council, which oversees policies and operational controls of environmental risks. The ESG Council is chaired by Ms. Fukutomi and is comprised of members of Senior Management, company Vice Presidents and department stakeholders. We also bolstered our Corporate Social Responsibility Committee (“CSR Committee”), which oversees human rights, supply chain and customer social audits and is chaired by our Director of Human Resources, Debra Walker.

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

Sustainable Development Goals Roadmap

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

Environmental: We are dedicated to continual improvement and the adoption of practices that strengthen our business, minimize negative environmental impact, and ensure the long-term viability of our operations. Social: We are committed to improving the lives of all our stakeholders by helping to provide access to our products, increasing the diversity within our Company, and safeguarding human rights. Governance: We are resolute in upholding strong governance practices to protect the interest of and create long-term value for our investors, supply chain, customers, employees and communities.

Governance

Corporate Accountability

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

Every Company employee is guided by our Code of Ethics (“2023 Ethics Code”). The 2023 Ethics Code applies to our Board, all of our employees and others conducting business on our behalf, including consultants, contract workers and temporary workers (as applicable by law). We require annual certification of our Ethics Code by employees and our Board. See additional details under the heading “Corporate Governance and Related Matters.”

Risk Management

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

Cybersecurity

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

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

Social

Community Outreach

With a rich history spanning over 130 years, Limoneira is a foundational member of the communities in which it operates. We entrench community outreach as a cornerstone of our ethos. As a key employer in the area, we recognize that our successes are mutually intwined. Through outreach events, philanthropic giving, and active participation in the surrounding communities, we strive to support the people who have supported us throughout our long history.

Limoneira continues its relationship with the University of California – Santa Barbara’s Bren School of Environmental Science and Management (“UCSB”). For our second year, we hosted a talented intern from the school who worked closely with our sustainability team to evaluate greenhouse gas emissions and minimize our environmental impact. We also work closely with another team at UCSB whose two-year master’s degree project is to help us assess the impact of certain organic soil amendments within our orchards. The selection of these programs is extremely competitive, and we are honored to have our project chosen. We place a high value on education, and we look forward to continuing to build our relationship with UCSB and supporting the future of sustainable environmental knowledge.

Employee Wellbeing and Safety

Employee wellbeing and safety stand as non-negotiable priorities at Limoneira. We recognize that our team members are the life force of our organization, and we make every effort to promote a culture of health and safety. We firmly believe that a healthy, safe, and valued workforce not only drives our success but also embodies the core values that define Limoneira’s culture and identity. In addition to our best-in-class benefits and 401(k) matching, this year, we introduced an expanded suite of physical and mental health resources for employees. We continue to evaluate our safety practices on an ongoing basis and provide general and departmental safety training to ensure that we maintain a safe working environment for all employees.

Human Rights

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

Environmental

Environmental Highlights

•Carbon Emissions- Limoneira reduced its annual emissions by 5% from the previous year.

•Renewable Electricity- Limoneira’s energy mix increased to 55% electricity from renewables, which is improved from 44% last year. This comes from our on-site solar installations and renewable electricity purchased from the grid.

•Orchard Biodiversity- We planted an additional 197 acres of cover crop, increasing our total biodiversity acreage to 480. These acres feature a rich diversity of native vegetation that supports soil health and above and below ground biodiversity.

•Water Consumption- Our water consumption reduced from 4.2 to 3.6 acre-feet per acre. In addition to participation in fallow-based water conservation programs, this reduction in water consumption is made possible by high efficiency irrigation systems and water monitoring technology, combined with an emphasis on soil health and regenerative practices.

Natural Resources

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

Carbon

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

Climate Smart Agriculture

Limoneira is dedicated to minimizing negative impacts on the environment, a goal we are accomplishing in part by leveraging the natural services provided by our ecosystem. This approach allows us to replace chemical additives with natural processes, saving time and money while avoiding damage to the natural world. One example of this is integrated pest management, wherein we deploy a variety of non-chemical controls, such as beneficial insect releases, as a primary line of defense against harmful pests.

Waste

Landfilled waste can be a significant source of emissions and environmental contamination. Through our partnership with Agromin, Limoneira composted and diverted over 4,400 tons of organic waste from the landfill — comprising 88% of the Company’s total waste by mass. We are rolling out additional initiatives to improve recycling in our offices, including electronics waste, food waste, and mixed recycling. These initiatives not only avoid emissions and environmental contamination, but also conserve natural resources for future generations.

Corporate Governance Highlights

Recent Updates

•Adoption of updated 2023 Ethics Code;

•Adoption of Amended and Restated Recoupment of Incentive Compensation Policy (“Clawback Policy”) to comply with Section 10D of the Securities Exchange Act of 1934, as amended, Exchange Act Rule 10D-1, and Nasdaq Stock Market Listing Rule 5608;

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

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

Board of Directors

•Seven current directors; six are independent and two, or 29%, are women;

•Standing committee chairs are independent, consisting of independent chairs of the Audit Committee, Risk Committee, Compensation Committee and Nominating Committee;

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

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

•Six of our seven Board members have experience on other public company boards and three of our seven Board members are current or former public company CEOs; and

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

Board of Directors Structure

The Bylaws provide that the exact number of directors shall consist of not less than six 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. We currently have seven directors. Our Bylaws divide the Board 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.

For fiscal year 2023 our seven directors were divided among the three classes as follows:

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

Board of Directors Oversight Responsibilities

Leadership Structure

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

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

Risk Oversight

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

Code of Ethics

Our 2023 Ethics Code sets forth our commitment to ethical business practices. Our 2023 Ethics Code was updated and adopted in October 2023 and applies to our directors, officers and staff. Copies of our 2023 Ethics Code are provided without charge upon written request to: Investor Relations at Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060. The 2023 Ethics Code is also available on our website at https://investor.limoneira.com/corporate-governance/overview. Any amendments to or waivers from the 2023 Ethics Code granted to Directors or any NEO are disclosed on our website promptly following the amendment of wavier. There were no waivers granted or requested in fiscal year 2023.

Code of Business Conduct and Ethics for Directors

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

Corporate Governance Guidelines

Our Corporate Governance Guidelines (the “Guidelines”) serve as a flexible framework within which our Board and its committees operate. The Guidelines cover several areas, including Board composition, role of the Chairperson, Board

meetings, director selection and qualifications, Board operations and performance, performance evaluations, and succession planning. Our Guidelines document is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Stock Ownership Guidelines

Our Board believes that certain officers and non-employee directors of the Board should own significant amounts of the Company’s common stock to promote a long-term perspective in managing the Company and to ensure alignment with stockholders, capital markets and public interests. To meet this objective, the Board has Stock Ownership Guidelines (the “Ownership Guidelines”) for certain officers and non-employee directors of the Board, consistent with best practices and stockholder advisor expectations for public companies. In addition to the non-employee directors of the Board, the individuals who are subject to the Ownership Guidelines are the President and CEO and Chief Financial Officer. The Ownership Guidelines are available on our website at https://investor.limoneira.com/corporate-governance/overview.

Policy Regarding Recoupment of Incentive Compensation (Clawback Policy)

The Board believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. Therefore, in 2023, the Board adopted an amended Clawback Policy that provides for the recoupment of erroneously awarded executive compensation in the event an accounting restatement is required. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and Nasdaq Stock Market Listing Rule 5608. The Clawback Policy is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Hedging and Pledging Policies

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

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

Diversity, Equity and Inclusion

Diversity, Equity and Inclusion (“DEI”) drive Limoneira’s mission for social responsibility, and we believe these factors foster innovation, strengthen our global workforce, and enhance our ability to service customers and the community. We are committed to maintaining a workforce that is respected, safe, and valued. As such, we continually assess our programs to maximize the satisfaction and wellbeing of those who produce, harvest, and pack the products we sell. Within our workforce, 30% identify as female, while within our management team 19% identify as female and 87% of our management team are of minority descent.

Limoneira is committed to equal opportunity in employment. We aim to provide our staff with a work environment that fosters fairness, equity, and respect for social and cultural diversity, free from discrimination and harassment. Appointments and promotions are based on performance and ability. We are committed to the continued training and development of the personal and business skills of our employees. We ensure that employees are treated in a fair and unbiased way and given every encouragement to realize their full potential. To drive ownership and accountability deeper into the organization, our CSR Committee, led by our Director of Human Resources, Debra Walker, regularly evaluates our DEI program and commitment.

Board of Directors Meetings and Attendance

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

The Board met four (4) times during fiscal year 2023 and held one (1) special meeting. All Board meetings had 100% attendance. The Board also met for two (2) strategic planning meetings with 93% attendance. Six (6) of our seven (7) directors attended the 2023 Annual Meeting in person.

Director Independence

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

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

Committees of the Board of Directors

Committee Overview

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

Effective January 1, 2024, the composition of our committees is as follows:

Fiscal Year 2024	Barbara Carbone	Harold S. Edwards	Gordon E. Kimball	Elizabeth Mora	Peter J. Nolan	Scott S. Slater	Edgar A. Terry
Audit & Finance		​		​		​	​
Compensation		​	​		​		​
Nominating & Corporate Governanace	​	​	​		​
Risk Management	​	​		​		​

	Member
	Chair

Audit and Finance Committee

Ms. Carbone and Mr. Terry served on our Audit Committee in fiscal year 2023 with Ms. Carbone serving as Chairperson. Mr. Slater also served on our Audit Committee until April 2023, when Mr. Slater resigned from, and Mr. Kimball was appointed to, the Audit Committee. The Audit Committee met five times during fiscal year 2023 with 100% attendance. Ms. Carbone and Messrs. Kimball and Nolan comprise the Audit Committee for fiscal year 2024 with Ms. Carbone serving as the Chairperson.

The Audit 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 of Directors determined that Ms. Carbone qualifies as an “audit

committee financial expert,” as defined by the SEC. The Audit 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 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 Committee charter can be found on our website.

The Audit Committee is responsible for, among other things:

•retaining and overseeing our independent auditors;

•assisting the Board of Directors 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 Committee is responsible for reviewing with the CEO, chief financial officer and independent auditors the adequacy and effectiveness of our internal controls, preparing the Audit Committee report to be filed with the SEC and conducting an annual review and assessment the Audit Committee’s performance and the adequacy of its charter.

Compensation Committee

Mses. Mora and Chess and Mr. Slater served on our Compensation Committee for fiscal year 2023 with Ms. Mora serving as Chairperson. The Compensation Committee met five times during fiscal year 2023 with 100% attendance. Mses. Mora and Carbone and Mr. Slater comprise the Compensation Committee for fiscal year 2024 with Ms. Mora serving as the Chairperson.

The Compensation Committee is comprised entirely of independent directors who meet the compensation committee independence requirements of the NASDAQ Listing 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 (the “Internal Revenue Code”), and “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act.

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.

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 also responsible for reviewing the adequacy of its charter, a copy of which can be found on our website.

The Compensation Committee is also responsible for determining all aspects of compensation packages for executive officers, and for reviewing such compensation for our directors. 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 reviewing, and if necessary, redesigning, the compensation structure for executive officers and non-management directors. The Compensation Committee engaged Pearl Meyer and Partners LLC (“Pearl Meyer”), an independent, leading advisor to boards and senior management on compensation as an independent compensation consultant to advise the Compensation Committee on the proposed amendment to the 2022 Plan and 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 determined that Pearl Meyer is independent, and there is no conflict of interest as a result of the work performed by Pearl Meyer during fiscal year 2023. 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” and “Key Compensation Decisions” sections of this proxy statement.

Compensation Committee Interlocks and Insider Participation

There are no interlocking relationships between any member of our Compensation Committee and any of our NEOs that require disclosure under the applicable rules promulgated under the federal securities laws.

Nominating and Corporate Governance Committee

Ms. Mora and Messrs. Slater and Terry served on the Nominating Committee for fiscal year 2023 with Ms. Mora serving as the Chairperson. The Nominating Committee met four times during fiscal year 2023 with 100% attendance. In addition, they conducted interviews with potential candidates for future board positions. Ms. Mora and Messrs. Slater and Terry comprise the Nominating Committee for fiscal year 2024 with Ms. Mora serving as the Chairperson.

The Nominating Committee is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Rules. The Nominating 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 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 2023 Ethics Code;

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

•overseeing the Company’s ESG programs and practices.

The Nominating Committee will consider director candidates recommended by Company stockholders, as provided for in the Guidelines and in the Nominating Committee charter. Nominations by persons other than by or at the direction of the Board must be made in accordance with the Company’s Bylaws. The Nominating Committee does not intend to alter the manner in which it evaluates a candidate for nomination to the Board based on whether or not the candidate was recommended by a stockholder.

The Nominating Committee is also responsible for reviewing the adequacy of its charter, a copy of which can be found on our website.

Risk Management Committee

Messrs. Slater and Terry served on the Risk Committee for fiscal year 2023 with Mr. Terry serving as the Chairperson. Mr. John W. H. Merriman also served on the Risk Committee until his retirement in February 2023 when Mr. Kimball was appointed to the Risk Committee. The Risk Committee met four times during fiscal year 2023 with 100% attendance. Messrs. Kimball, Nolan, and Terry comprise the Risk Committee for fiscal year 2024 with Mr. Terry serving as the Chairperson.

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

•reviewing and approving risk management policies and associated framework, processes and practices;

•evaluating significant risk exposures of the Company and assessing management’s actions to mitigate the exposures; and

•overseeing management’s measures to achieve a prudent balance between risk and reward in both ongoing and new business activities.

Director Compensation

For fiscal year 2023, 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 $100,000 for their service on the Board of Directors. The Chairperson received an additional $57,200. Our management director, Mr. Edwards, does not receive any compensation for his service on the Board.

In fiscal year 2023, non-management directors could 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 50% of their total annual compensation in the form of cash. In October 2022, the Board of Directors approved the compensation rates, shown below, effective November 1, 2022. The amount of equity awarded to each director was calculated using the closing price of our stock on the date of our 2023 Annual Meeting. On March 21, 2023, our closing stock price was $16.26.

The following table sets forth the annual director compensation fee schedule for service on the Board of Directors and committees for fiscal year 2023.

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.

The following table provides compensation paid to our non-management directors in fiscal year 2023. Due to board and committee restructure, the passing of Mr. Donald L. Rudkin and the retirement of Mr. Merriman, fees paid to those Directors were on a pro-rata basis.

It is the Company’s policy to review Board compensation every two years with an independent consulting group. During fiscal year 2023, the Compensation Committee engaged Pearl Meyer to review total compensation of members of the Board and senior management. For additional information on Pearl Meyer - please see “Compensation Committee” above.

(1)The value of stock awards is the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718 - Compensation - Stock Compensation. Shares were issued on March 21, 2023 at closing market price of $16.26.

(2)Non-compensated Management Director.

(3)Mr. Merriman retired effective February 1, 2023.

(4)Mr. Rudkin passed away in December 2022.

(5)Ms. Chess retired effective January 1, 2024. Her vacancy on the Board was filled by Peter J. Nolan, effective January 1, 2024.

Nominations of Directors and Diversity

Board of Directors Refreshment

Our Nominating Committee values thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the Board’s composition. In the case of any incumbent director with an expiring term, the Nominating Committee reviews the director’s overall service to the Company, including the director’s skills, number of meetings attended, level of participation, quality of performance, the Board’s needs, and any relationships and transactions that might impair such director’s independence. The Nominating Committee also considers the results of the Board self-evaluations and Director & Officer Questionnaires which each Board member completes annually.

We significantly refreshed the Board over the past three years. During fiscal year 2023, Ms. Carbone joined the Board, effective November 1, 2022. Mr. Rudkin passed away in December 2022. Messrs. Sawyer retired effective November 1, 2022 and Merriman retired effective February 1, 2023. Ms. Chess retired effective January 1, 2024. The Board appointed Mr. Nolan, effective January 1, 2024, to fill the vacancy created by the retirement of Ms. Chess. Prior to Ms. Chess’s retirement and Mr. Nolan’s appointment on January 1, 2024, the average tenure in the composition of our Board of Directors was 9.7 years. Following the January 1, 2024 refreshment, the average tenure is 8.7 years.

Nominations of Directors

The Nominating Committee is responsible for selecting nominees for election to the Board as set forth in the Nominating Committee Charter and Corporate Governance Guidelines. In considering Board candidates, the Nominating Committee evaluates the entirety of each candidate’s attributes, credentials and other factors as described in the Company’s Corporate Governance Guidelines. The Nominating Committee believes the qualifications identified below enhance the effectiveness of the Board and analyzes each candidate with these attributes in mind.

The Board believes the directors should possess:

When evaluating director candidates, the Nominating Committee takes into consideration:

In considering the nomination of existing directors, the Nominating Committee takes into consideration:

Board of Directors and Director Evaluation and Review Process

Our Board, Audit Committee, Compensation Committee, Nominating Committee and Risk Committee each conduct annual self-assessments of effectiveness. The Nominating Committee administers the evaluation process. In 2022, the Board and NEOs, with the help of a third-party facilitator, engaged in an extensive assessment that included detailed questionnaires and an interview process. This assessment elicited feedback with respect to areas such as Board and committee composition, governance, communication, culture, risk, strategy and individual self-assessment. The result of the process led to board refreshment during fiscal years 2022 and 2023. Based on the 2023 annual Board and committee evaluation process, ongoing feedback provided by directors, and discussions led by our Board Chairperson and Nominating Committee Chairperson, changes to Board practices included enhancements to our committee structure and composition, educational presentations and the addition of new directors.

For fiscal year 2023, we considered the Board and each committee to be operating effectively, with the appropriate balance among oversight, governance, strategic and operational matters.

Board of Directors Diversity

Our directors demonstrate diversity in the form of experience, geography, gender, ethnicity, age and tenure. For fiscal year 2023, our Board was comprised of 43% female directors, and female directors chaired three of our four committees. In addition, recent Board refreshment resulted in a decrease in the average tenure and our Board has a greater mix of directors with demonstrated breadth and depth of management and leadership experience, and financial and business acumen. We believe our Board is well-suited to evaluate strategic opportunities and challenges and to analyze those opportunities and challenges both independently and collaboratively.

Fiscal Year 2023

Number of Directors:	7
			Female	Male	Undisclosed
Part I: Gender Identity			3	4	—
					​
Part II: Demographic Background					​
White			2	4	—
Latinx			1(*)	—	—
LGBTQIA+			1(*)	—	—

(*)Identifies in multiple groups

As of January 1, 2024

Number of Directors:	7
			Female	Male	Undisclosed
Part I: Gender Identity			2	4	1
					​
Part II: Demographic Background					​
White			1	4	—
Latinx			1(*)	—	—
LGBTQIA+			1(*)	—	—
Undisclosed			—	—	1

(*)Identifies in multiple groups

The Board has broad and diverse knowledge of our Company and other relevant experience, including expertise in finance and accounting, leadership, education, law, agriculture, c-suite and senior management leadership, community relations, water stewardship, risk management, land management, human resources and ESG.

Director Education

Our Board believes director education is important to enable directors to fulfill their roles and supports Board members in their continuous learning. During Board and committee meetings and strategy sessions, we invite internal and external experts to present to our directors on relevant subjects. New directors participate in an orientation program. The Company is a member of the National Association of Corporate Directors, which offers each director and NEOs access to live education resources and webinars.

Nominees for Election to the Board of Directors

Pursuant to its charter, the Nominating Committee identifies individuals qualified to become directors, consistent with the Board’s criteria, and recommends to the Board the nominees to stand for election at the Annual Meeting of Stockholders.

The Nominating Committee recommended, and the Board nominated, Messrs. Harold S. Edwards and Edgar A. Terry for election as Class I directors, each to serve a three-year term that expires at our 2027 Annual Meeting of Stockholders. Both nominees 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 Committee and the Board believe each Class I nominee brings a strong and diverse set of skills and experience to the Company that strengthens our Board leadership and effectiveness with respect to our business and long-term strategy.

	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 (NYSE: CODI). 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 of Directors an intimate understanding of our business and operations. Mr. Edwards provides our Board of Directors 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: 58 Class: I President & CEO

	Edgar A. Terry Mr. Terry was elected to the Board of Directors in October 2017. Since 1982, Mr. Terry has worked for his family company, Terry Farms, Inc., which produces vegetable and strawberry crops in Ventura County, California; he serves as its President and Chief Financial Officer (1990-Present). Additionally, he serves as President of Willal, Inc. (1990-Present) and as Vice President of Rancho Adobe, Inc. (1990- Present). Mr. Terry also teaches corporate finance at California Lutheran University (1987-Present). In the past, Mr. Terry served as President of the Ventura County Farm Bureau (2001-2003) and as Chief Financial Officer of the District 63 Umpire Association (2006-2013). Mr. Terry serves as a director (and on various committees) of several companies and other entities, including Terry Farms Inc.; Farm Credit System; CoBank; Willal, Inc.; Rancho Adobe, Inc.; Ventura County Irrigated Lands Group; Ventura County Fair Foundation and the Center for Economic Forecasting Advisory Board at California Lutheran University. Mr. Terry is a graduate of California Lutheran University where he earned a Bachelor of Science degree and a Master of Business Administration degree. Mr. Terry’s extensive experience in agribusiness, finance, and the Ventura County community provides the Board of Directors with important knowledge and perspective regarding the responsible use of the Company’s land and water resources, technical and financial expertise, and community relations.
Age: 64 Class: I Committees: Nominating & Corporate Governance (Member) & Risk Management (Chair)

Required Vote for Election of Directors

The election of directors is by plurality of the votes of present, in person or by proxy, at the Annual Meeting and entitled to vote thereon, with the two nominees receiving the highest vote totals to be elected as directors. 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.

For the election of directors, you may elect to cumulate your vote. Cumulative voting will allow you to allocate all your votes among the director nominees, as you see fit. 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 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 of Directors

The Board recommends that you vote “FOR” all the nominees, Messrs. Harold S. Edwards and Edgar A. Terry to be elected to our Board as Class I directors for a term ending at our 2027 Annual Meeting of Stockholders.

Directors Not Up for Re-Election

Incumbent Class II Directors – Term Expiring at 2025 Annual Meeting

	Barbara Carbone Ms. Carbone has served as a director of the Company since 2023. She served in several accounting and auditing-related roles at KPMG LLP, a multinational accounting and advisory firm from 1981 through September 2019. Prior to her retirement she served on the KPMG Partnership Audit Committee for six years including three years as the chairperson. Ms. Carbone serves as the chairperson of the board of directors, chairperson of the audit committee, and member of the compensation and workforce committee of TrueCar, Inc. She serves as a member of the board of directors, a member of the audit committee and chair of the compensation committee of DZS Inc. (NSDQ: DZSI) From September 1998 through December 2019, she served as a member of the board of directors, and chair of the audit committee, of the Women’s Business Enterprise National Council, the largest certifier of women-owned businesses in the United States and a leading advocate for women business owners and entrepreneurs. Ms. Carbone has a B.S. in Business Administration (Accountancy) from California State University at Sacramento. Ms. Carbone’s extensive public reporting experience, audit committee leadership, and public board experience brings a level of diversity and financial expertise to the Board of Directors.
Age: 65 Class: II Committees: Audit & Finance (Chair) & Compensation (Member)

	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 race car design and production services, since 1994. He is also the managing partner of Kimball Ranches, a 150-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 United Water Conservation District and the Fillmore and Piru Basins Groundwater Sustainability Agency. Mr. Kimball’s experience as an entrepreneur and producer of avocados provides our Board of Directors with focused and insightful operational experience and leadership.
Age: 71 Class: II Committees: Audit & Finance (Member) & Risk Management (Member) Past Chairperson of the Board of Directors

	Scott S. Slater Mr. Slater has served as a director of the Company since 2012. He was named Chairperson of the Board of Directors in July 2022. Mr. Slater is a shareholder with the law firm of Brownstein Hyatt Farber Schreck with 40 years of experience representing clients in complex water matters. He serves as a member of the firm’s Executive Committee. Mr. Slater is an experienced litigator, and he now primarily provides transactional and strategic counseling. He was the lead negotiator of the largest water conservation-based transfer in United States history. The author of California Water Law and Policy, the leading water law treatise in California, he also taught water law at several graduate and law schools in the United States, Australia and China. He was the principal author of strategy to decentralize groundwater sustainability planning for the Republic of Tunisia. He was selected by the California Daily Journal as one of the 100 best lawyers in California. From 2011 until January 1, 2024, he served as the President, Chief Executive Officer and member of the Board of Directors of Cadiz, Inc. (NASDAQ: CDZI) . He currently serves as a senior advisor to Cadiz, Inc. With his significant experience in the water field, Mr. Slater brings vast knowledge to the Board of Directors and the Company to assist them in, among other things, continued stewardship and management of the Company’s water assets.
Age: 66 Class: II Chairperson of the Board of Directors Committees: Compensation (Member) & Nominating & Corporate Governance (Member)

Incumbent Class III Directors – Term Expiring at 2026 Annual Meeting

	Elizabeth Mora Ms. Mora has served as a director of the Company since 2021. Ms. Mora is a seasoned board director, financial expert, and business operations executive, who built her career in the accounting, education, technology and research industries. Ms. Mora’s more than 30-year career began at PricewaterhouseCoopers and her most recent role was as Chief Administrative Officer, Vice President for Finance, Administration and Treasurer at the Charles Stark Draper Laboratory, Inc., a position she held from 2008 to 2020. Ms. Mora served in a variety of executive management roles at Harvard University from 1997 to 2008, including as Chief Financial Officer and Vice President for Finance and Associate Vice President, Research Administration. Ms. Mora currently serves as a board member for three other companies; Inogen Inc. (Nasdaq: INGN), a medical technology company; MKS Instruments (Nasdaq: MKSI), a global semi-conductor equipment, laser, and laser packaging company; and Belay Associates, Everest Consolidator LLC, a private equity firm. Ms. Mora is a Certified Public Accountant and holds a Bachelor of Arts from the University of California, Berkeley, and a Master of Business Administration from Simmons College. Ms. Mora’s extensive experience in public accounting and higher education provides the Board of Directors with financial and business expertise. Her deep knowledge and passion for sustainability enhances the Board of Directors and Company’s commitment to ESG.
Age: 63 Class: III Committees: Compensation (Chair) & Nominating & Corporate Governance (Chair)

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our fiscal year 2023 executive compensation program and the attendant oversight provided by the Compensation Committee. It also summarizes our compensation structure and discusses the compensation earned by our NEOs and should be read in conjunction with the Summary Compensation Table and related tables that are presented elsewhere in this proxy statement. To ensure our leaders are driven to deliver excellence of our team member, our customers, and our stockholders, our executive compensation program is designed to link business priorities with performance.

Our NEOs for fiscal year 2023 were:

Harold S. Edwards⁽¹⁾President & Chief Executive Officer

Mark PalamountainChief Financial Officer & Treasurer

(1)Mr. Edwards is also a non-compensated management director.

Certain Information Regarding Our Executive Officers

Executive Officers Who Are Not Directors

	Mark Palamountain Mr. Palamountain was appointed as Chief Financial Officer and Treasurer effective as of January 8, 2018. He served as the Company’s Senior Director of Agricultural Operations from 2014 to 2018. 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 the University of Colorado at Boulder, where he earned a Bachelor of Science degree in Finance.
Age: 48 Chief Financial Officer & Treasurer

Key Executive Compensation Objectives

In fiscal year 2023, we undertook an in-depth review of our compensation programs and philosophies. With the help of Pearl Meyer, we shifted our compensation mix to focus more heavily on equity, to align our executive’s incentive pay with the long-term interests of our stockholders.

•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, the success of the Company in executing against our strategic roadmap, and the individual performance of the executive. The Compensation Committee uses the following 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 incentive through our retirement plan 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 and equity 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 2022 Plan has provisions relating to tax withholding and compliance with Section 409A of the Internal Revenue Code (the “Code”) to ensure the Company and the executives are obtaining favorable tax treatment.

•Instituting market best practices, including Ownership Guidelines, the Clawback Policy, and a prohibition on hedging Company securities.

The Compensation Committee believes that the total compensation package for each of our 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 to increase stockholder value.

Stockholder Engagement and Key Accomplishments

We greatly value feedback from our stockholders and rely on such feedback to help us tailor our business policies and practices, including compensation policies and philosophies. Stockholder feedback is instrumental to our business operations and plays an essential role in the development of compensation guidelines and other business matters. Accordingly, we provide stockholders with plentiful opportunities to provide feedback. In addition to soliciting feedback through proxy voting, we frequently interact with stockholders throughout the year. During fiscal year 2023, we hosted individual meetings by video conference seeking feedback from stockholders that hold approximately 30% of our outstanding shares of common stock. On a quarterly basis, we have outreach sessions with five or six of our largest stockholders following our quarterly earnings conference call. Throughout the year, we participate in investor conferences and other presentations with current and prospective stockholders. Additionally, we appropriately engage our stockholders informally throughout the year as needed to provide transparency into emerging issues, to discuss milestones and to inform our decision-making. We engage our stockholders on a variety of governance matters, including our executive compensation practices.

In June 2023, we were proud to host our inaugural in person two-day stockholder engagement meeting for our institutional investors and analysts, which featured presentations from our NEOs and others, a Question & Answer session, onsite tours and lunch with members of our facility, operations, farming, sales and management team. We received positive feedback following the event, including comments regarding our vision for the future, formalized strategy, business achievements and the Company’s unique position and portfolio of assets that differentiates us from our competitors.

During the past two fiscal years, we proactively engaged and responded to stockholders by taking the following actions:

Fiscal Year 2022

•adopted Corporate Governance Guidelines;

•adopted and instituted executive and non-employee director Ownership Guidelines;

•adopted a Clawback Policy;

•significantly refreshed the Board in connection with the resignation and retirement of two directors and the appointment of one new director;

•increased diversity of the Board;

•elected a new Chairperson of the Board with public company CEO experience; and

•elected new independent chairpersons of the Audit Committee, Compensation Committee, Nominating Committee and Risk Committee.

Fiscal Year 2023

•adopted a revised Clawback Policy;

•adopted a revised Insider Trading Policy to prohibit hedging and limit pledging of the Company’s securities;

•implemented a revised 2023 Ethics Code;

•adopted a Directors Code;

•continued to refresh the Board in connection with the addition of one new director and the retirement of two directors; and

•substantially revised the compensation programs as set forth below.

Key Compensation Decisions and Developments for Fiscal Year 2023

Key Compensation Program Developments for Fiscal Year 2024

As noted above, the Compensation Committee and Pearl Meyer reviewed the Company’s compensation philosophy and short-term cash and long-term equity incentive programs and compared each to the Company’s compensation peer group as set forth below. Based on these reviews during fiscal year 2023, the Compensation Committee and the Board approved changes to the Company’s compensation program and incentive plans for fiscal year 2024 to continue to align the Company’s practices more closely with market best practices.

Compensation Peer Group

Changes for fiscal year 2024 include:

Oversight of Executive Compensation

The Role of the Compensation Committee in Setting Compensation. Our Compensation Committee determines our compensation philosophy and the compensation for our executive officers considering individual and corporate achievements. During the first quarter of each fiscal year, the Compensation Committee establishes performance goals for cash and equity 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 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 and equity incentive programs, the Compensation Committee periodically reviews and compares available salary and incentive 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 “Elements of Compensation”. As previously discussed, during fiscal year 2023, the Compensation Committee engaged Pearl Meyer to evaluate NEO compensation and to align the Company’s compensation program with market best practices.

The Role of Executives in Setting Compensation. Each NEO participates in an annual performance review with the Compensation Committee. Other senior management team members participate in an annual performance review with our President and CEO or other NEO, depending on their reporting structure, to provide input about his or her contributions to our success for the period being assessed.

Risk Assessment

In formulating and evaluating material elements of compensation, the Compensation Committee considers 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 the Company. In making such determination, the Compensation Committee considered the many design features that mitigate the likelihood of inducing excessive risk-taking behavior. In particular, the Compensation Committee believes that our use of performance-based and service-based restricted equity incentives, as the primary equity feature in the compensation program, minimizes the risk that a NEOs’ short-term interests may not align with longer-term interests of stockholders.

Our 2023 Ethics Code 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. The Company and the Covered Persons, without exception must act 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.

Elements of Compensation

Base Salaries

We provide our NEOs with a base salary to compensate them for services rendered during the fiscal year and for 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 based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the information and advice provided by the Company’s independent compensation consultant, Pearl Meyer; the expertise of the individual executive; the competitiveness of the market for the executive’s services; and the recommendations of our President and CEO. 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 Incentive

Our practice is to pay an annual cash incentive based upon the achievement of performance objectives established by the Compensation Committee at the beginning of each year. For fiscal year 2023, the Compensation Committee established a “Target Compensation Award” associated with the adjusted EBITDA of the Company.

For fiscal year 2023, each NEO was eligible to receive an annual cash incentive in an amount up to a target percentage of his or her base salary as of December 31, 2022, based on the achievement of the established performance objective for fiscal year 2023, subject to the negative discretion of our Compensation Committee. The target percentage is based on a graduated scale beginning at 25% 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 but on or before January 31 of the year following the performance year. For fiscal year 2023, our NEOs were eligible to receive a cash incentive in an amount equal to 25% of their respective base salaries if the Company achieved adjusted EBITDA of at least $7.6 million. The amount of potential cash incentives our NEOs were eligible to receive increased incrementally up to a maximum of 100% of their respective base salaries if the Company achieved adjusted EBITDA of at least $13.6 million. Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that EBITDA and adjusted EBITDA, which excludes stock-based compensation, NEO cash severance, pension settlement cost, (gain) loss on disposal of assets, net, cash bonus related to sale of assets and gain on legal settlement are important measures to evaluate our results of operations between periods on a more comparable basis. EBITDA and adjusted EBIDTA are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. Based on our estimated adjusted EBITDA, which was further adjusted for unbudgeted payment of strategic special project bonuses (as described below), our NEOs did not receive cash incentives for fiscal year 2023.

EBITDA and adjusted EBITDA are summarized and reconciled to net income (loss) attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

Annual Equity Incentive

It is our objective to have a substantial portion of each NEO’s compensation contingent upon overall corporate performance. Our Compensation Committee believes that annual equity incentives for the achievement of defined objectives create value for the Company and align 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 2023, the Compensation Committee established a “Target Performance Share -Based Award” associated with the revenue of the Company. Each NEO is eligible to receive an equity incentive award in the equivalent number of shares up to a target percentage of his or her base salary as of December 31, 2022, 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 25% of a participant’s annual base salary and with a maximum of 100% of a participant’s annual base salary. Actual payout for fiscal year 2023 was based on 34% of base salary, granted during fiscal year 2024. See “Grants of Plan Based Awards” for additional details.

During fiscal year 2023, the Compensation Committee and the Board approved changes to the Company’s annual equity incentives. For fiscal year 2024, the Company has adopted a prospective (upfront) value-based approach to making equity grants, with total annual grant values aligned with market levels, and grants made at the beginning of the fiscal year. These annual grants will be a mix of 50% performance-based and 50% service-vested restricted stock. Furthermore, performance-based restricted stock grants will have a longer, three-year performance period, with payouts based on achieving targeted three-year compound annual growth rates (CAGR) in revenues over the period.

Discretionary Service-Based Awards

The Compensation Committee believes that service-based restricted stock awards serve as a retention incentive for the NEOs. Service-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 primarily considers the executive’s position and level of responsibility within the Company, as well as the retention and long-term incentive value of the awards and the number of past awards.

During fiscal year 2023, the Compensation Committee approved grants of 30,000 shares of restricted stock for Mr. Edwards, and 15,000 shares of restricted stock to Mr. Palamountain. The awards vest over a three-year period with one-third vesting on December 20, 2023, one-third vesting on December 20, 2024, and the remaining one-third vesting on December 20, 2025.

Strategic Special Project Bonus

In February 2022, the Board approved a strategic plan and roadmap for the next five years with the goal of transitioning the Company to an “asset light” model by monetizing specific assets and rightsizing the Company’s balance sheet. The incentive plans approved by the Compensation Committee during the first quarter of fiscal year 2022, however, were not designed to compensate the NEOs for implementation of the subsequently approved strategic plan. Accordingly, during fiscal year 2022, the Compensation Committee engaged Pearl Meyer to assist in developing an incentive program designed to align with the asset-light strategic plan. The Compensation Committee and Pearl Meyer designed the SSP Bonus Program, and, in October 2022, the Board approved the SSP Bonus Program and related Retention Bonus Agreements with Messrs. Edwards and Palamountain. Pursuant to the Retention Bonus Agreements, Messrs. Edwards and Palamountain are eligible to receive cash and restricted stock awards totaling five percent (5%) and three percent (3%), respectively, of gains on asset sales or development earnings received from the sale of certain land or water assets of the Company or real estate development after the date of the Retention Bonus Agreement through December 31, 2027 (the “SSP Bonuses”).  The SSP Bonuses payable to Messrs. Edwards and Palamountain are capped at $3.0 million and $2.1 million annually, and $7.5 million and $4.5 million in total, respectively.

In connection with adopting the SSP Bonus Program, the Compensation Committee approved amendments to the incentive award agreements for Messrs. Edwards and Palamountain to eliminate the possible “double-counting” of the gain on assets sales and development earnings subject to the SSP Bonus Program. The incentive award agreements were amended to deduct the earnings for the SSP Bonus eligible earnings from the EBITDA calculation that is the subject of such awards. For fiscal year 2023 performance, our NEOs received two SSP Bonuses. In March 2023, Mr. Edwards received a bonus of $2.0 million and Mr. Palamountain received a bonus of $1.2 million, each payable in 50% cash and 50% restricted stock, in connection with the sale of our Northern Properties. In December 2023, Mr. Edwards received a bonus of $248,848 and Mr. Palamountain received a bonus of $149,309, each payable in 50% cash and 50% in restricted stock, in connection with Harvest Equity Earnings.

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 NEOs 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, the Company sponsors a defined contribution retirement plan maintained under section 401(k) of the Code (the “401(k) Plan”). Under the terms of the 401(k) Plan, eligible employees may elect, beginning the first day of the month following their first day 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 a matching contribution of up to 4% of such employee’s annual compensation. Participant deferral contributions are 100% vested at the time of contribution, employer matching contributions vest 20% after completion of year one and vest 20% each year until they are 100% vested upon completion of five years of employment. During fiscal year 2023, there were no changes made to our defined contribution plan related to contribution limitations, vesting schedules or eligibility requirements.

Until June 2004, our employees and executive officers were eligible to participate in the Limoneira Company Retirement Plan (the “Plan”), a traditional defined benefit pension plan we formerly maintained. Effective June 2004, the Company froze Plan participation and benefits payable and, since that time, no new participants have joined the Plan. Effective December 31, 2021, the Company terminated the Plan. Participants in the Plan with over $5,000 in accrued benefits had the option to receive a lump sum payment or alternative form of benefit payment through an annuity insurer. The only NEO who was a participant in the Plan is Mr. Edwards. In connection with the termination of the Plan, Mr. Edwards elected in fiscal year 2022 to receive a lump sum payment in the amount of $11,602. The amount was paid in fiscal year 2023 on November 3, 2022.

Nonqualified Deferred Compensation

None of our NEOs participate 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 for the equity acceleration for certain outstanding awards pursuant to the 2022 Plan. The 2022 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 committee in a written resolution at the date of grant or thereafter to the extent outstanding awards granted under the 2022 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 (as defined below) 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 (as defined below) if applicable, in either case, during the 12-month period following a change in control, all outstanding Options and Stock Appreciation Rights