Mission Produce (AVO) DEF 14ADefinitive proxy

We will also attend to any other business properly presented at the 2021 Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the Proxy Statement that is attached to, and a part of, this notice.

Only common stockholders of record at the close of business on February 18, 2021 can vote at the 2021 Annual Meeting or any adjournment or postponement thereof.

By order of the Board of Directors,

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 made this Proxy Statement first available to stockholders on February 25, 2021.

For over 35 years, sustainability has been a priority of Mission Produce. We are committed to the health, safety and productivity of our land, people and partners, while focusing on reducing our environmental impact. We actively promote ethical practices across our network of people, facilities and communities.

Sustainability Governance

Taking Action

Diversity, Equity and Inclusion

Climate Risk and Waste Reduction

We hold a vision to convert our operations, to the extent possible, into no-waste facilities, and are working with suppliers who share this vision.

We constantly explore alternative sources of energy for our operations. Our advancements in solar energy have already reduced our energy consumption, and multiple projects are in progress to expand this practice to other Mission-owned farms, globally.

A priority goal for Mission Produce is our extreme attention to food safety in every aspect of growing, packing and shipping avocados to the market. We have a centralized department comprised of scientists, engineers, project managers, sanitation professionals and global food safety experts that manage the global uniformity for all food safety programs. We implement Good Agricultural Practices (GAP) and Good Harvesting Practices (GHP) where we grow, and are certified by the Global Food Safety Initiative (GFSI), the BRC Global Standard for Food Safety, The PrimusGFS Food Safety Audit and the International Featured Standards (IFS).

Community Investment

Mission’s people are our most important stakeholders. Keeping our people safe and supported by ethical practices allows us to operate as a responsible and sustainable company.

Our sustainability objectives strive to provide deeper insight into how to reduce our environmental footprint and improve our company sustainability. More details on our commitments and actions towards a more sustainable future can be found on our website at www.worldsfinestavocados.com.

The Company’s Board of Directors (the “Board of Directors” or “Board”) is soliciting your vote to:

On February 25, 2021, we began mailing this proxy statement to all stockholders of record as of February 18, 2021. A copy of our Annual Report on Form 10-K (including our financial statements) for the year ended October 31, 2020, filed with the SEC on January 19, 2021, is enclosed with this mailing. This document constitutes our Annual Report to Stockholders, and is being made available to all stockholders entitled to receive notice of and to vote at the 2021 Annual Meeting. Except as otherwise stated, the Annual Report on Form 10-K is not incorporated into this Proxy Statement and should not be considered proxy solicitation material. Additional copies of our Annual Report on Form 10-K may be downloaded free of charge on the “Investor Relations” section of our website, www.investors.missionproduce.com, or on the SEC’s website at www.sec.gov, also free of charge.

Proxies

You may vote at the 2021 Annual Meeting or by proxy if you are a record holder. There are three ways to vote by proxy: (1) on the Internet by following the instructions on your proxy card, (2) by telephone by calling 1-800-690-6903 and following the instructions on your proxy card or (3) by mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If your shares are held in the name of a bank, broker or another holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet and telephone voting will also be offered to stockholders owning shares through certain banks and brokers.

You may revoke your proxy at any time before it is exercised at the 2021 Annual Meeting by (1) giving our Corporate Secretary written notice of revocation, (2) delivering to us a signed proxy card with a later date, or (3) granting a subsequent proxy through the Internet or telephone. Written notices of revocation should be addressed to Mission Produce, Inc., 2710 Camino Del Sol, Oxnard, California 93031, Attention: Jeremy Warren.

All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxy. Other than with respect to certain trustees who hold our shares in trust, if you submit proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of each of the proposals. Our Board of Directors is unaware of any matters other than those described in this Proxy Statement that may be presented for action at our 2021 Annual Meeting. If other matters do properly come before our 2021 Annual Meeting, however, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.

If you are a beneficial owner and hold your shares in the name of a bank, broker or another holder of record and do not return the voting instruction card, the broker or another nominee may vote your shares on each matter at the 2021 Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, which include the ratification of the selection of the independent registered public accounting firm. Brokers will not have the discretion to vote on any of the other proposals presented at the 2021 Annual Meeting.

We will bear all costs of soliciting proxies.

Record Date and Voting Rights

Votes will be tabulated by the inspector of election appointed for the 2021 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Attending the Virtual Annual Meeting

Year End Reporting Convention

We report our results of operations based on our fiscal year ended on October 31.

Our Board of Directors currently consists of eight members. In accordance with our certificate of incorporation, our Board of Directors are divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our current directors are divided among the three classes as follows:

This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our Company.

The three nominees for election as Class I directors are listed below. If elected, the nominees for election as Class I directors will serve for a term of three years and until their successors are elected and qualify. Unless you instruct us on the proxy card to vote differently, we will vote signed, returned proxies FOR the election of such nominees. If for any reason any nominee cannot or will not serve as a director, we may vote such proxies for the election of a substitute nominee designated by the Board.

To be elected, a nominee must receive a plurality of the votes cast. The Nominating and Corporate Governance Committee and the Board believe that each Class I nominee brings a strong and diverse set of skills and experiences to the Company that strengthen our Board’s leadership and effectiveness with respect to our business and long-term strategy. The Class I nominees are as follows:

The five directors whose terms will continue after the annual meeting and will expire at the 2022 annual meeting (Class II) or the 2023 annual meeting (Class III) are listed below:

Our Board of Directors currently consists of eight directors. During fiscal year 2020, the Board of Directors held four meetings. Each member of the board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board on which such person served (during the periods that such person served).

There are no family relationships among our executive officers and directors.

Our Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our bylaws and corporate governance guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board of Directors and Chief Executive Officer. We currently have separated the positions, with Mr. Barnard serving as Chief Executive Officer and Mr. Bershad serving as Chairman of the Board of Directors. Our Board of Directors currently believes that our existing leadership structure is effective, provides the appropriate balance of authority between independent and non-independent directors, and achieves the optimal governance model for us and for our stockholders.

Our Board of Directors has adopted Corporate Governance Guidelines. The Board and the Nominating and Corporate Governance Committee are responsible for reviewing and amending these guidelines as they deem necessary and appropriate. The Nominating and Corporate Governance Committee is responsible for overseeing the system of corporate governance of the Company. The Corporate Governance Guidelines are available without charge on the Investor Relations portion of our website, www.investors.missionproduce.com.

We have adopted a written code of conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and to third parties with whom we conduct business, including agents, representatives, joint venture partners, consultants and subcontractors. We have posted current copies of these codes on the Investor Relations portion of our website, www.investors.missionproduce.com. In addition, we will post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the codes.

Directors are expected to attend each board meeting, each meeting of the committees on which they serve, and the Annual Meeting of Stockholders.

Although management is responsible for the day-to-day management of the risks our company faces, our Board of Directors and its committees take active roles in overseeing the management of our risks and bear the ultimate responsibility for risk management. The Board of Directors regularly reviews information regarding our operational, financial, legal and strategic risks. Specifically, senior management attends quarterly meetings of the Board of Directors, provides presentations on operations including significant risks, and is available to address any questions or concerns raised by our Board of Directors.

In addition, our three Board of Directors committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee coordinates the Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, related party transactions, code of conduct, and general corporate governance guidelines. Management regularly reports to the Audit Committee on these areas. The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, as well as succession planning as it relates to our Chief Executive Officer. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and succession planning for our directors. When any of the committees receive a report related to material risk oversight, the chairman of the relevant committee will report on the discussion to the full Board of Directors.

The Board of Directors and each of the Audit, Compensation, and Nominating and Corporate Governance Committees intend to perform annual assessments of their operations and effectiveness and set goals for the future.

The Board has determined that five of our current eight directors (Mr. Beebe, Ms. Lind, Mr. Pack, Ms. Segre and Mr. Taylor) are independent under our Corporate Governance Guidelines and the independence criteria for directors established by the Nasdaq. As a result, we currently have a majority of independent directors and satisfy the applicable rule of the Nasdaq.

Both the Nominating and Corporate Governance Committee and the Board of Directors seek the talents and backgrounds that would be most helpful to the Company in selecting director nominees. In particular, the Nominating and Corporate Governance Committee, when recommending director candidates to the full Board of Directors for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of board members that represents a diversity of background and experience.

The Board of Directors is committed to diversity and focuses on diversity in seeking new candidates to be considered for the Board. We currently have two female Directors and one Hispanic Director.

Stockholders wishing to nominate a candidate for director at an annual meeting must (a) provide Timely Notice (as defined in Section 2.4(b) of the Company’s bylaws) to the Corporate Secretary, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth in the Company’s bylaws, and (c) provide any updates or supplements to such notice at the times and in the forms required by the bylaws.

Any stockholder or other interested party may contact the Board, including any non-employee director or the non-employee directors as a group, or the Chairman by writing to our Corporate Secretary at 2710 Camino Del Sol, Oxnard, California 93031. In general, any stockholder communication delivered to our Corporate Secretary for forwarding to the Board, the Chairman or a specified group of Board members will be forwarded in accordance with the stockholder’s instructions. However, our Corporate Secretary reserves the right not to forward to the Board members any abusive, threatening or otherwise inappropriate materials.

Under our Insider Trading Policy, we prohibit our employees, including our executive officers, and Board members, from hedging the risk associated with ownership of shares of our common stock and other securities.

Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The charter of each committee is available without charge on the Investor Relations portion of our website, www.investors.missionproduce.com.

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting process of the Company. The Audit Committee's duties and responsibilities include, but are not limited to:

The current members of our Audit Committee are Ms. Lind (chairperson), Mr. Beebe and Mr. Pack. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board of Directors has determined that Ms. Lind is an Audit Committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards. However, a minority of the members of the Audit Committee may be exempt from the heightened Audit Committee independence standards for one year from the date of effectiveness of the registration statement of which this prospectus forms a part. Our Board of Directors has determined that each of Ms. Lind, Mr. Beebe and Mr. Pack are independent under the heightened Audit Committee independence standards of the SEC and Nasdaq. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

The Audit Committee met four times during fiscal year 2020.

Compensation Committee

Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. Among other matters, the Compensation Committee:

The current members of our Compensation Committee are Ms. Segre (chairperson), Mr. Beebe and Mr. Pack. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

The Compensation Committee met four times during fiscal year 2020.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships of our Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board of Directors concerning governance matters. The current members of our Nominating and Corporate Governance Committee are Mr. Beebe (chairperson), Ms. Lind and Mr. Taylor. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

The Nominating and Corporate Governance Committee met once during fiscal year 2020.

During fiscal year 2019, the members of our Compensation Committee were Mr. Beebe (chair), Mr. Bershad and Mr. Taylor. In fiscal year 2020, the members of our Compensation Committee were Ms. Segre (Chair), Mr. Beebe and Mr. Pack, and Mr. Bershad also served for part of the fiscal year through July 2020. No member of our Compensation Committee is or has been a current or former officer or employee of us. We have not had any related party transactions with Mr. Beebe or Mr. Taylor, but we have purchased avocados from Rancho Guacamole, LLC, which is an avocado grower in Southern California that is solely owned by Mr. Bershad; those purchases have totaled approximately $2.6 million and $0.7 million in fiscal years 2020 and 2019, respectively, and were made at market prices similar to purchases from other growers. None of our executive officers served as a director or a member of a Compensation Committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our Compensation Committee during fiscal year 2020.

Our current executive officers are as follows:

The following section sets forth certain background information regarding those persons currently serving as our executive officers:

Stephen J. Barnard founded Mission Produce in 1983, and he currently serves as our President and Chief Executive Officer and is a director. Prior to founding Mission Produce, Mr. Barnard worked in the lettuce and avocado divisions of Santa Clara Produce, Inc. Mr. Barnard is the past Chairman of the Produce Marketing Association, past Chairman of the Western Growers Association, past Director of the California Avocado Commission and past Director of Sunkist. He currently serves as a Director for the Cal Poly Foundation. Mr. Barnard received a Bachelor of Science degree in agricultural business management from California Polytechnic State University, San Luis Obispo.

Bryan E. Giles has served as our Chief Financial Officer since 2018. Prior to his role as Chief Financial Officer, Mr. Giles was the Vice President of Finance, a role he held since 2012. Before joining Mission, Mr. Giles worked at Tecom Industries Inc., a division of Smiths Group, in multiple capacities including Vice President of Finance & Administration and Vice President of Finance – MSS Technology Group. Prior to this, Mr. Giles started his career at Deloitte & Touche LLP. Mr. Giles is a Certified Public Accountant licensed in the state of California. Mr. Giles received a Bachelor of Science degree and a Master of Business Administration degree from California State University, Northridge.

Michael A. Browne joined us in February 2020. Prior to joining Mission Produce, Mr. Browne served as the Vice President of fresh operations at Calavo Growers, Inc. Before he joined Calavo Growers, Inc., Mr. Browne served as the founder and co-owner of Fresh Directions International, a closely held multinational fresh produce company that he founded in 1997. Mr. Browne received a Bachelor of Science degree in agricultural business management from California Polytechnic State University, San Luis Obispo.

Juan R. Wiesner has been an executive of Grupo Arato since 2014 and prior to that worked with Mr. Gonzalez on various real estate and other investments. Mr. Wiesner served as a manager of Camposol S.A., one of the largest agricultural companies in South America, until 2007. Mr. Wiesner received a civil engineering degree from Universidad Nacional de Colombia.

Ross W. Wileman has served as our Senior Vice President of Sales and Marketing since November 2019, where he is in charge of sales, marketing and sourcing. Mr. Wileman previously served as our Vice President, Food Safety from January 2016 to October 2019. From August 1988 to December 2015, Mr. Wileman served as Vice President of Sales, where he led our marketing and growth efforts. Prior to that time, Mr. Wileman served in the United States military, where he was a Chief Warrant Officer II.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2020 Summary Compensation Table” below. In fiscal year 2020, our “named executive officers” and their positions were as follows:

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in the discussion.

The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended October 31, 2020 and 2019, respectively.

Fiscal Year 2020 Salaries

The named executive officers receive their respective base salaries to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The fiscal year 2020 base salaries for Messrs. Barnard, Giles, and Browne were $700,024, $350,012, and $350,012, respectively. Effective December 27, 2020, the Compensation Committee approved base salary increases for Messrs. Barnard, Giles, and Browne to $750,000, $400,000, and $375,000, respectively, to maintain each executive’s base salary relative to that of other similarly situated executives in our peer group.

Fiscal Year 2020 Bonuses

In fiscal year 2020 , Messrs. Barnard, Giles, and Browne were each eligible to receive an annual cash incentive bonus based on an operating income objective, with the amount of each bonus subject to downward or upward adjustment at the discretion of the board based on the board’s assessment of the Company’s overall financial performance for the fiscal year, including adjustments based on industry conditions, as well as the executive’s individual performance. For fiscal year 2020 , Mr. Barnard’s target cash incentive opportunity was 100% of his base salary and Messrs. Giles and Browne each had a target cash incentive opportunity equal to 75% of his applicable base salary. Fiscal year 2020 annual bonuses

were based on a target budgeted operating income with respect to the Marketing and Distribution segment of the business and, for fiscal year 2020, this target was exceeded.

The following table sets forth the bonuses awarded for each named executive officer for fiscal year 2020.

Equity Compensation

We award stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Awards granted at or since our IPO in October 2020 were granted under the Mission Produce, Inc. 2020 Incentive Award Plan (the “2020 Plan”); prior to our IPO, awards were granted under the Mission Produce, Inc. Amended and Restated 2003 Stock Incentive Plan (the “2003 Plan”).

On September 30, 2020, our Board of Directors approved grants of stock options pursuant to the 2020 Plan to certain of our employees, including two of our named executive officers, in connection with our IPO. The following table sets forth the number of options granted to our named executive officers in fiscal year 2020.

The stock options will each vest as to one-fourth of the shares underlying the stock option on each of the first four anniversaries of the grant date, subject to the executive’s continued service through the applicable vesting date.

Other Elements of Compensation

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. The discretionary employer match for fiscal year 2020 was 100% on deferrals up to 3%, and 50% on deferrals over 3% up to 5%. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

We currently maintain the Mission Produce Deferred Compensation Plan, as may be amended from time to time, for certain of our employees, including our named executive officers. This plan provides eligible employees an opportunity to save for retirement and other purposes. Employees may defer a portion of their pre-tax base salary and annual bonus under the plan, which contribution amounts may be matched by Mission at our discretion. Matching contributions, if any, are immediately vested. Employees have an opportunity to earn returns (positive or negative) based on notional investment alternatives offered under the plan, but may only earn such returns with respect to any portion of the deferral account based on a single investment option at a time (i.e., no “greater of” returns apply to any amounts deferred under the Deferred Compensation Plan, and any changes to notional investments may only be made prospectively). Employees may elect that account balances be distributed upon any or all of the following payment events: a date specified by the participant with a minimum deferral period of two years, upon a separation from service, retirement or death. In fiscal year 2020, Mr. Barnard and Mr. Giles were the only named executive officers to participate in our Deferred Compensation Plan and Mission did not provide Mr. Barnard or Mr. Giles with any matching contributions.

Health/Welfare Plans

All of our full-time employees in the U.S., including our named executive officers, are eligible to participate in our health and welfare plans, including:

We also provide Messrs. Giles and Browne with a monthly car allowance and Mr. Barnard with the use of a Company-owned car. We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Tax Gross-Ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company.  

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of October 31, 2020. All stock options granted prior to our IPO in October 2020 were granted under our 2003 Plan. Stock options granted after our IPO were granted under our 2020 Plan.

Each of our executive officers’ employment is “at will” and may be terminated at any time.

On January 23, 2020, we entered into an employment offer letter with Mr. Browne related to our hiring him as our Chief Operating Officer, which included certain provisions related to his compensation. Under the offer letter, Mr. Browne receives an annual base salary of $350,012, is eligible to participate in our performance-based incentive program for fiscal year 2020 with a target bonus equal to 75% of his annual base salary, receives an annual car allowance of $22,906, and is eligible to participate in the Company’s customary health, welfare and fringe benefit plans.

In April 2020, our Board of Directors adopted and our stockholders approved a non-employee director compensation program, or the Director Compensation Program, which provides for annual retainer fees and long-term equity awards for our non-employee directors, or an Eligible Director. The material terms of the Director Compensation Program are summarized below.

The Director Compensation Program consists of the following components:

Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service.

Equity Compensation

In addition, each such award will vest in full upon a change in control of our company (as defined in the 2020 Plan).

Director IPO Grants

Pursuant to our Director Compensation Program, on October 5, 2020, each Eligible Director who was serving on the Board as of the closing of our IPO was granted an RSU award of 8,333 units, with a value equal to $100,000, which shall vest in full on the date of the annual meeting of the Company’s stockholders following the grant date, subject to such Eligible Director’s continued service through the vesting date. In accordance with our Director Compensation Program, each such award will vest in full upon a change in control of our company (as defined in the 2020 Plan).

The following table sets forth information for the fiscal year ended October 31, 2020 regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board of Directors during fiscal year 2020. Mr. Barnard, who served as our President and Chief Executive Officer during the fiscal year ended October 31, 2020, and continues to serve in that capacity, does not receive additional compensation for his service as a Director, and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Barnard is reported above in the “2020 Summary Compensation Table.”

In 2018, we entered into a consulting services agreement with Mr. Gonzalez, pursuant to which he received $250,000 per year, payable monthly. Under the agreement, Mr. Gonzalez's responsibilities are to consult and advise on current business operations, as well as to analyze opportunities for fresh avocado farming and packing facilities in South and Central America. Effective January 1, 2021, the fee under this agreement was modified to $100,000 per year, notwithstanding Mr. Gonzalez's eligible compensation under our Director Compensation Program.

The following table sets forth the equity awards outstanding under the 2003 Plan and the 2020 Plan as of October 31, 2020:

The following table sets forth information regarding the beneficial ownership of our common stock as of February 18, 2021, by:

Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. The table includes the number of shares underlying options and warrants that are exercisable within, and the number of shares of RSUs that settle within 60 days from February 18, 2021.

In connection with our IPO consummated in October 2020, certain of our existing stockholders and members of our Board of Directors purchased shares of our common stock from the underwriters at the public offering price of $12.00 per share, and on the same terms as other investors in our IPO. The following table summarizes purchases of shares of our common stock in our IPO by: holders and affiliates of more than 5% of our capital stock, certain members of our Board of Directors, and named executive officers.

We are party to an Amended and Restated Stockholder Agreement (the "Stockholder Agreement"), with our pre-IPO stockholders, including holders of more than 5% of our common stock and certain of our Directors and officers (or, in some cases, entities affiliated therewith). The Stockholder Agreement provides that beginning six months following the pricing of our IPO, the holders of at least a majority of registrable securities outstanding prior to the IPO can request in writing that we register the offer and sale of all or a portion of their shares on a maximum of one effective registration statement, provided that the anticipated aggregate price to the public is at least $50.0 million. In addition, if in the future we determine to register any of our securities under the Securities Act (subject to certain exceptions), either for our own account or for the account of other security holders, the holders of registrable securities will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in one such registration, subject to certain marketing and other limitations. As a result, if we propose to file a registration statement under the Securities Act, other than with respect to a registration related to employee benefit plans, convertible debt securities, or certain other transactions, the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration. In an underwritten offering, the managing underwriter, if any, has the right to limit the number of shares such holders may include.

We purchase from and sell avocados to Henry Avocado Corporation (“HAC”), in which we own a 49% interest. Sales to HAC totaled $1.3 million in fiscal 2020, while no receivables were outstanding as of October 31, 2020. No purchases from HAC were made in fiscal year 2020.

We provide packing and cooling services for blueberries within Peru to Moruga, in which we own a 60% equity interest. We recorded sales of $4.9 million in the year ended October 31, 2020, and we had amounts receivable from Moruga totaling $2.0 million as of October 31, 2020.

We have provided loans to Moruga to support growth and expansion projects. Loans have been contributed by all shareholders in proportion with their ownership interests in the investee. The outstanding balance of loans to our equity method investees was $4.5 million as of October 31, 2020, while we recognized $0.6 million of interest income during fiscal year 2020.

We sell packaged avocados to Shanghai Mr. Avocado Limited (“Mr. Avocado”), in which we own a 33% equity interest through our subsidiary Mission Produce Asia Ltd., for resale within the Chinese market. We recorded fruit sales of $1.9 million in fiscal year 2020, and had amounts receivable from Mr. Avocado totaling $0.6 million as of October 31, 2020.

We sell avocados to AvoPacific Oils, LLC, an entity whose ownership consists partially of our CEO and two of his sons, who are also employed by us. Avocados are sold at market prices available to other customers. We recorded fruit sales of $2.3 million in fiscal year 2020, while accounts receivable totaled $0.3 million as of October 31, 2020.

Stephen J. Barnard, Stephen W. Bershad and Ross W. Wileman, or companies owned by them, market California avocados through us pursuant to arrangements substantially similar to the marketing agreements that we enter into with other growers. The aggregate amount of avocados procured from entities owned or controlled by those three members of our board and management was $5.1 million in fiscal year 2020, and amounts due to members of our board or management for these purchases totaled $0.2 million as of October 31, 2020.

Pursuant to the consulting agreement described under Director Compensation above, we paid Mr. Gonzalez $0.3 million in the year ended October 31, 2020 for his consulting services.

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

The Audit Committee of our Board has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending October 31, 2021. Deloitte & Touche LLP has served as the Company’s independent registered public accounting firm since 2019. A representative of Deloitte & Touche LLP is expected to be present at the 2021 Annual Meeting and will have an opportunity to make a statement if the representative so desires, and will be available to respond to appropriate questions.

The selection of our independent registered public accounting firm is not required to be submitted for stockholder approval, but the Audit Committee of our Board is seeking ratification of its selection of Deloitte & Touche LLP from our stockholders as a matter of good corporate practice. If stockholders do not ratify this selection, the Audit Committee of our Board will reconsider its selection of Deloitte & Touche LLP and will, in its sole discretion, either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the Company’s best interests and the best interests of our stockholders.

The ratification of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote on the proposal at the 2021 Annual Meeting. Abstentions will be counted as present and will have no effect on the vote. Brokers have discretion to vote on the ratification of our independent registered public accounting firm and, as such, no votes on this proposal will be considered broker non-votes.

Respectfully submitted by THE AUDIT COMMITTEE,

If you would like to reduce the costs incurred by the Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the previous instructions to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

Stockholders who wish to have proposals considered for inclusion in the Proxy Statement and form of proxy for our 2022 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by our Corporate Secretary at the address first set forth on the first page of this Proxy Statement no later than October 28, 2021. Any proposal should be addressed to our Corporate Secretary and may be included in next year’s proxy materials only if such proposal complies with our Bylaws and the rules and regulations promulgated by the SEC. Nothing in this section shall be deemed to require us to include in our Proxy Statement or our proxy relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC.

In addition, the Company’s Bylaws require that the Company be given advance written notice of nominations for election to the Board and other matters that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in the Company’s proxy materials in accordance with Rule 14a-8(e) under the Exchange Act). The Corporate Secretary must receive such notice not later than October 28, 2021, and no earlier than September 28, 2021, for matters to be presented at the 2022 Annual Meeting of Stockholders. However, in the event that the date of the 2022 Annual Meeting of Stockholders is held before March 14, 2022, or after June 12, 2022, for notice by the stockholder to be timely it must be received not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Company.

In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC, information that should be considered as part of the filing that you are reading. Based on SEC regulations, the reports of the Compensation Committee and Audit Committee, included above, are not specifically incorporated by reference into any other filings that we make with the SEC. This Proxy Statement is sent to you as part of the proxy materials for the 2021 Annual Meeting. You may not consider this Proxy Statement as material for soliciting the purchase or sale of our common stock.

Our Board of Directors knows of no other matters that will be presented for consideration at the 2021 Annual Meeting. If any other matters are properly brought before the 2021 Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. It is important that the proxies be returned promptly and that your shares be represented. Stockholders are

urged to vote promptly by either electronically submitting a proxy or voting instruction card over the Internet, by telephone, or by delivering to us or your broker a signed and dated proxy card.

By order of the Board of Directors,