Mission Produce, Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: AVO · Form: DEF 14A · Filed: Feb 22, 2024 · CIK: 1802974

Sentiment: neutral

Topics: proxy statement, annual meeting, stockholders, executive compensation, corporate governance

Related Tickers: AVO

TL;DR

<b>Mission Produce, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on April 11, 2024, to vote on director elections, executive compensation, auditor ratification, and corporate charter amendments.</b>

AI Summary

Mission Produce, Inc. (AVO) filed a Proxy Statement (DEF 14A) with the SEC on February 22, 2024. Annual Meeting to be held virtually via live webcast on April 11, 2024, at 1:30 p.m. Pacific Time. Stockholders can attend, vote, and submit questions online at www.virtualshareholdermeeting.com/AVO2024. Key agenda items include election of three Class I director nominees, advisory approval of executive compensation, and ratification of independent auditor. Proposal to amend the Certificate of Incorporation to permit officer exculpation under Delaware law. Virtual format chosen for global accessibility, cost savings, and reduced environmental impact.

Why It Matters

For investors and stakeholders tracking Mission Produce, Inc., this filing contains several important signals. The virtual meeting format allows for broader stockholder participation globally and reduces operational costs and environmental impact. Key proposals include electing directors, approving executive pay, ratifying the auditor, and amending the charter for officer exculpation, impacting corporate governance and oversight.

Risk Assessment

Risk Level: low — Mission Produce, Inc. shows low risk based on this filing. This filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational information, thus posing minimal risk.

Analyst Insight

Review the proposals for director elections, executive compensation, auditor ratification, and charter amendments to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Mission Produce, Inc. file this DEF 14A?

Mission Produce, Inc. filed this Proxy Statement (DEF 14A) with the SEC on February 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Mission Produce, Inc. (AVO).

Where can I read the original DEF 14A filing from Mission Produce, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Mission Produce, Inc..

What are the key takeaways from Mission Produce, Inc.'s DEF 14A?

Mission Produce, Inc. filed this DEF 14A on February 22, 2024. Key takeaways: Annual Meeting to be held virtually via live webcast on April 11, 2024, at 1:30 p.m. Pacific Time.. Stockholders can attend, vote, and submit questions online at www.virtualshareholdermeeting.com/AVO2024.. Key agenda items include election of three Class I director nominees, advisory approval of executive compensation, and ratification of independent auditor..

Is Mission Produce, Inc. a risky investment based on this filing?

Based on this DEF 14A, Mission Produce, Inc. presents a relatively low-risk profile. This filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational information, thus posing minimal risk.

What should investors do after reading Mission Produce, Inc.'s DEF 14A?

Review the proposals for director elections, executive compensation, auditor ratification, and charter amendments to inform voting decisions. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement (Filed by Mission Produce, Inc. to provide information to shareholders regarding the annual meeting and matters to be voted upon.)
Exculpation
Limitation of liability for certain actions. (A proposed amendment to the charter would allow for the exculpation of officers under Delaware law, impacting director and officer liability.)

Filing Stats: 4,440 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-02-22 16:03:49

Key Financial Figures

Filing Documents

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS 12 Board of Directors Overview 12 2024 Nominees to the Board of Directors 15 Continuing Directors 16 CORPORATE GOVERNANCE 18 Board of Directors Leadership Structure 18 Enterprise Risk Management and the Board's Role in Risk Oversight 18 Cybersecurity and Information Technology 19 Corporate Governance Guidelines 19 Code of Ethics and Conduct 19 Insider Trading Policy 20 Board Meetings and Attendance 20 Communications with the Board 20 Board Committees and Charters 20 Board and Committee Evaluations 23 Board Orientation and Education 23 Director Compensation 23 2023 Director Compensation 25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 Executive Officers 26 Compensation Discussion and Analysis 27

Executive Compensation Tables

Executive Compensation Tables 44 Equity Compensation Plan Information 54 OTHER COMPENSATION MATTERS 55 Compensation Committee Report 55 CEO Pay Ratio 55 Pay for Performance 56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 60

Security Ownership of Management

Security Ownership of Management 60 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 62 Policies and Procedures for Review, Approval or Ratification of Related Party Transactions 62 Related Party Transactions 62

: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

ITEM 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 64

: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 65 OTHER AUDIT MATTERS 65 Fees Billed by Deloitte for 2023 and 2022 65 Audit Committee Report 66 ITEM 4: APPROVAL OF AN AMENDMENT TO THE MISSION PRODUCE, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF OFFICERS AS PROVIDED FOR UNDER DELAWARE LAW. 67 GENERAL INFORMATION 69 Availability of Proxy Statement and Annual Report 69 Virtual Annual Meeting 69 Voting 69 Record Date 70 Quorum 70 Voting Procedures 70 Proxy Solicitation 71 TABLE OF CONTENTS Page Year End Reporting Convention 71 Stockholders Sharing the Same Address 71 Electronic Delivery of Future Proxy Materials 71 2025 Annual Meeting Proposals 71 Incorporation by Reference 72

Forward-Looking Statements

Forward-Looking Statements 72 Other Matters 73 EXHIBIT A 74 Adjusted EBITDA Reconciliation 74 TABLE OF CONTENTS PROXY STATEMENT SUMMARY AND HIGHLIGHTS This Proxy Statement is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of Mission Produce, Inc., a Delaware corporation ("we," "our," the "Company" or "Mission"), for use at our 2024 Annual Meeting of Stockholders ("2024 Annual Meeting") to be held on Thursday, April 11, 2024, at 1:30 p.m. Pacific Time, or at any adjournment or postponement thereof. At the 2024 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement. The 2024 Annual Meeting will be held virtually on the Internet. You will be able to attend the 2024 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2024. Only common stockholders of record at the close of business on February 13, 2024, which is the record date for the 2024 Annual Meeting, are permitted to vote at the 2024 Annual Meeting and any adjournment or postponement thereof. This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We intend to mail the Notice Regarding the Availability of Proxy Materials ("Notice"), or the Proxy Statement and proxy card, as applicable, on February 22, 2024, to all stockholders of record entitled to vote at the 2024 Annual Meeting. 2024 Annual Meeting Meeting Date and Time April 11, 2024, at 1:30 p.m. Pacific Time Record Date February 13, 2024 Location Virtual live webcast. You will be able to attend the 2024 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2024. Further information regarding attendance, including how to access the virtual meeting, is set forth in

Executive Compensation Highlights

Executive Compensation Highlights Fiscal 2023 Executive Compensation Program The Compensation Committee believes that it is imperative that our executive compensation program motivates and rewards the executive team to successfully execute our long-term strategy. Fundamentally, we believe that pay should be linked to performance – that executives and long-term stockholders alike should benefit from our success and growth on the one hand, and that executive compensation should reflect moderated levels during periods of financial underperformance on the other. In addition, we design our executive compensation program to recognize the value of our management team and ensure that the overall compensation mix drives strong retention and recruitment. 8 TABLE OF CONTENTS For fiscal 2023, our executive compensation program consisted of three components: (1) base salary; (2) an annual cash incentive based 80% on achievement of a pre-determined operating income goal and 20% on individual performance; and (3) a long-term equity incentive program comprised of time-vesting restricted stock units ("RSUs") and three-year performance-based share units ("PSUs"). Type Element Performanc

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