LIMONEIRA (LMNR)
Sector: Consumer Staples
2026 Annual Meeting Analysis
LIMONEIRA · Meeting: March 25, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class III Directors to the Board of Directors
Against Analysis
The 3-year TSR trigger fires (LMNR -16% absolute vs peer median +12.6%, a gap of -28.6pp exceeding the 20pp threshold for negative absolute TSR), but the 5-year TSR check shows LMNR outperforms the peer group median over five years (+28.1pp above peers), so the policy's 5-year mitigant applies and the vote is downgraded to FOR.
For Analysis
Mr. Nolan joined the board on January 1, 2024, which is within 24 months of the March 25, 2026 meeting date, making him exempt from the TSR underperformance trigger under the policy; he brings relevant finance, capital markets, and investment expertise to the board.
Two Class III directors are up for election. The 3-year TSR trigger fires for the slate given LMNR's -28.6pp underperformance vs. the named peer group median, but the 5-year mitigant applies to Elizabeth Mora (LMNR outperforms peers by +28.1pp over five years, suggesting recent underperformance against an otherwise adequate longer-term track record), resulting in a FOR vote for both nominees. Peter Nolan is exempt as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Harold Edwards
Total Comp
$1,277,951
Prior Support
N/A
CEO Harold Edwards received total compensation of approximately $1.28 million in fiscal year 2025, which is a modest pay level for a CEO of a $241 million market-cap consumer defensive company and is unlikely to exceed the benchmark threshold. Importantly, the pay program responded appropriately to poor company performance — no cash incentive compensation was paid in fiscal year 2025 because the company missed its minimum adjusted EBITDA threshold, and stock award values declined from prior years ($500K equity vs. $955K in fiscal year 2024), demonstrating genuine pay-for-performance alignment. The company has a clawback policy, uses a mix of performance-based and time-based equity awards, and the incentive structure with a multi-year revenue CAGR performance goal reflects real performance conditions, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for LMNR's size and complexity, satisfying the auditor adequacy standard. Auditor tenure and fee breakdown data were not disclosed in the provided proxy text, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; per policy, the vote defaults to FOR when tenure cannot be determined and fee data is unavailable.
Overall Assessment
The 2026 Limoneira annual meeting covers three standard proposals: director elections, say on pay, and auditor ratification. Both director nominees receive FOR votes — the TSR underperformance trigger fires for the slate but the 5-year mitigant saves Elizabeth Mora, and Peter Nolan is exempt as a recent joinee — while the say on pay earns a FOR vote based on a modest, below-benchmark CEO pay package that showed genuine downward adjustment in response to a poor operating year.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing