Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Payment of Filing Fee (Check the appropriate box):

 

MISSION PRODUCE, INC.

2710 Camino Del Sol

Oxnard, California 93030

 

February 24, 2026

Dear fellow stockholders:

I would like to cordially invite you to attend the 2026 Annual Meeting of Stockholders of Mission Produce, Inc. to be held virtually via live webcast on April 9, 2026, at 1:30 p.m., Pacific Time. You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVO2026.

We have decided to hold the Annual Meeting virtually again as it (i) enables stockholders to attend and participate from any location around the world, (ii) provides for cost savings to the Company and our stockholders, and (iii) reduces the environmental impact of our Annual Meeting.

At the Annual Meeting you will be asked to (i) elect three Class III director nominees for three-year terms, (ii) approve, on an advisory basis, the compensation of our named executive officers, (iii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2026; and (iv) transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented and voted. We encourage you to vote promptly and submit your proxy via the Internet, by telephone, or by completing and mailing a proxy card.

On behalf of our Board of Directors, we thank you for your continued support of the Company.

Sincerely,

 

Stephen J. Barnard

Chief Executive Officer

February 24, 2026

Date and Time: The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Mission Produce, Inc. will be held on Thursday, April 9, 2026, at 1:30 p.m. Pacific Time.

Location and Attendance: Our 2026 Annual Meeting will be held solely by remote communication via an online platform. You will be able to attend the 2026 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2026 and using your control number which can be found on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Please read “GENERAL INFORMATION” in the accompanying proxy statement.

Record Date: February 10, 2026. Stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2026 Annual Meeting and any continuation, postponement, or adjournment thereof.

We intend to mail the Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card, as applicable, commencing on February 24, 2026 to all stockholders of record entitled to vote at the 2026 Annual Meeting.

Items of Business: At the 2026 Annual Meeting, you will be asked to:

Voting: Regardless of whether you plan to attend the 2026 Annual Meeting, it is important that your shares be represented and voted. Please read the proxy statement, and the Notice of Internet Availability of Proxy Materials or proxy card, as applicable, with care and follow the voting instructions to ensure that your shares are represented. We encourage you to submit your proxy as soon as possible by Internet, telephone, or by signing, dating, and returning your proxy card or voter instruction form provided to you.

By order of the Board of Directors,

 

Joanne C. Wu

General Counsel and Secretary

Oxnard, California

February 24, 2026

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 2026 Annual Meeting of Stockholders (“2026 Annual Meeting”) to be held on Thursday, April 9, 2026, at 1:30 p.m. Pacific Time, or at any adjournment or postponement thereof. At the 2026 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement. The 2026 Annual Meeting will be held virtually on the Internet. You will be able to attend the 2026 Annual Meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVO2026. Only common stockholders of record at the close of business on February 10, 2026, which is the record date for the 2026 Annual Meeting, are permitted to vote at the 2026 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 24, 2026, to all stockholders of record entitled to vote at the 2026 Annual Meeting.

Important Notice Regarding Availability of Proxy Materials for the 2026 Annual Meeting to be held on April 9, 2026. This Proxy Statement and 2025 Annual Report and form proxy card are available at www.proxyvote.com. You are encouraged to read these materials before you vote.

The Company delivered another strong year of performance in 2025, building upon the significant improvement in financial performance achieved in fiscal year 2024.

In December 2025, the Company announced that, as part of the Company’s ongoing commitment to strong corporate governance and long-term strategic planning, the Company’s long-time Chief Executive Officer and founder will be transitioning to the role of Executive Chairman, effective at the conclusion of the 2026 Annual Meeting. In his new capacity, he will continue to play a pivotal role in guiding the Company’s vision and strategic direction. He will be succeeded as Chief Executive Officer by our current President and Chief Operating Officer, John M. Pawlowski, who joined the company in April 2024. Mr. Pawlowski will not be appointed to the Board of Directors at this time. As part of our leadership transitions, Linda B. Segre has been appointed by the Board of Directors to serve as the lead independent director effective at the conclusion of the 2026 Annual Meeting. These leadership transitions reflect our confidence in the strength and depth of our leadership team and our continued focus on delivering value to shareholders.

In addition, on November 1, 2025, Juan A. Wiesner, President of Central and South America, departed from the Company. Simón González, formerly the Vice President, Operations for our Peruvian operations, was promoted to Senior Vice President, International Farming and Industrial Operations, a non-executive officer position, upon Mr. Wiesner’s departure.

Our Board of Directors is committed to the pursuit of board refreshment and balanced tenure. Our Board of Directors has actively focused on refreshing the composition and expertise of the Board of Directors over the last several years to better align with the Company’s status as a public company, to enhance the Board of Directors’ oversight capabilities with respect to our long-term strategy, and to increase the independence and diversity of the Board of Directors. Most recently:

Stephen A. Beebe, our Chairman of the Board of Directors, will retire from the Board of Directors effective at the conclusion of the 2026 Annual Meeting. Additionally, Bonnie C. Lind, a Class III director, is not standing for re-election to the Board of Directors at the 2026 Annual Meeting.

Therefore, at the conclusion of the 2026 Annual Meeting, our Board of Directors will be comprised of nine directors, 56% of whom will have been appointed in the last six years. The median tenure of our directors, excluding our founder, Stephen J. Barnard, who has served on the Board of Directors since the Company’s inception in 1983, is approximately six years.

 

Our Board of Directors recognizes that the Company’s success over the long term requires a strong corporate governance framework. Below are highlights of our corporate governance framework:

The Compensation Committee believes that our executive compensation program should be designed to motivate and reward the executive team to successfully execute our long-term strategy and to drive stockholder value. 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 of compensation 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.

For fiscal 2025, our executive compensation program consisted of four components:

For 2025, the Compensation Committee increased the base salary for our Chief Executive Officer (“CEO”), Stephen J. Barnard, President and Chief Operating Officer, John M. Pawlowski, and General Counsel and Secretary, Joanne C. Wu, by 4%, in line with the cost of living increases for employees at-large. For the Chief Financial Officer, Bryan E. Giles, the Compensation Committee increased his base salary by 4.7% to bring Mr. Giles more in line with the median of the peer group. For our President of Central and South America, the Compensation Committee approved an increase of 3%. Decisions were made based on factors such as pay equity, market competitiveness, and individual performance.

For fiscal 2025, target bonus opportunity under the annual cash incentive plan ranged from 100% of base salary for Mr. Barnard and Mr. Pawlowski to 75% of base salary for Mr. Giles and Ms. Wu. For Mr. Barnard, our 2025 annual cash incentive plan was 100% tied to Company achievement of Adjusted EBITDA performance metrics. For Mr. Pawlowski, Mr. Giles, and Ms. Wu, the 2025 annual cash incentive plan comprised two components: 80% of target bonus opportunity was based on achievement of Adjusted EBITDA metrics and 20% was based on individual performance assessed at fiscal year-end.

As discussed above, the Company achieved strong financial performance in 2025, resulting in achievement at 110.76% and an earnout of 121.5% of target under the annual cash incentive plan component tied to Company performance (Adjusted EBITDA). Mr. Barnard’s payout was entirely based on such Company performance; thus, he received a payout of 121.5% of his target bonus opportunity. For the 20% of the annual cash incentive based on individual performance, Mr. Pawlowski, Mr. Giles, and Ms. Wu received a payout at 20%, resulting in an overall payout of 117% of target bonus opportunity. The Compensation Committee believes the payouts for 2025 appropriately rewarded the management team for the Company’s delivery of another year of strong performance and successful operational execution. We believe this demonstrates a steadfast commitment to our pay-for-performance philosophy.

As in prior years, Mr. Wiesner did not participate in our annual cash incentive plan. Rather, the Compensation Committee approved a bonus potential of up to 25% of Mr. Wiesner base salary, subject to the CEO’s assessment of Mr. Wiesner’s performance at the completion of the fiscal year-end. Mr. Wiesner departed from the Company on November 1, 2025 and was not paid a bonus for fiscal 2025. 

The following table sets forth the amounts paid under our 2025 annual cash incentive plan:

For fiscal 2025, we continued with our long-term equity incentive program that was initially adopted commencing with our 2022 fiscal year. Our 2025 equity grants were split 50/50 between RSUs and PSUs. The Compensation Committee believes PSUs create a direct tie between compensation and Company financial performance and foster long-term stockholder value creation,

while the RSUs provide important retention value and a tie to our stock price performance. The 2025-2027 PSUs, consistent with prior PSU programs, are earned based on achievement of pre-established cumulative adjusted net income per share attributable to the Company (“Cumulative Adjusted Net Income Per Share”) goals over a three-year performance period of November 1, 2024, the first day of our fiscal 2025 year, to October 31, 2027, the last day of our fiscal 2027 year. Our RSUs vest ratably over a three-year period subject to continued service through the vesting date.

Our 2025 long-term equity awards were granted in January 2025 with the following values, which were informed in part by our peer group and compensation survey data. Notably, the equity award values for all NEOs remained the same compared to prior year grants and below the median of our peer group. These awards were determined following review of our fiscal 2024 performance and reflect our pay-for-performance philosophy.

This fiscal year marked the end of the performance period for our 2023-2025 PSU program which commenced on November 1, 2022 and ended on October 31, 2025. The Company achieved Cumulative Adjusted Net Income Per Share of $1.72 for the three-year performance period, or 122% of target ($1.41). As such, 174% of target PSUs were earned for the 2023-2025 performance period.

We maintain the following executive compensation best practices:

In 2025, approximately 79.14% of the votes cast supported our Say on Pay vote. Given the lower level of support compared to the Company’s prior Say on Pay votes, 97% in 2023 and 94% in 2022, we reached out to approximately 20% of our non-insider shareholders directly on the issue of executive compensation, ultimately engaging in discussions with stockholders representing approximately 9% of our non-insider shareholdings. In general, feedback was very supportive, and no major concerns were cited. Topics discussed included performance metrics and clawback policy considerations. These discussions were shared with our Compensation Committee, who considered the feedback when making compensation decisions for 2026.

In addition, our management team participated in four investor events in fiscal 2025 and had approximately 60 interactions with our investors during the year.

Our approach to sustainability focuses primarily on the following: (1) understanding the market context on sustainability for our industry and business; (2) collecting and analyzing data required to measure the impact related to Mission’s energy, emissions, waste, and water use; (3) developing a vision to help identify and define key areas of focus; (4) determining a roadmap and framework for future action steps to build upon existing progress; and (5) identifying and creating the basis for annual sustainability reporting to ensure transparency, communication, and compliance.

We focus on identifying the sustainability issues and risks that are relevant to our business and developing a comprehensive governance structure and long-term strategy to address these key risks where possible.

Our Board of Directors and each of our committees play a role in overseeing our overall sustainability strategy, reporting, and risk management. Our Nominating and Corporate Governance Committee is responsible for overseeing our substantive sustainability matters, including initiatives, strategy and voluntary external reporting, if any. In addition, our Nominating and Corporate Governance Committee oversees our corporate governance framework and ensures that our governance structures are evaluated and considered on an evolving basis. Our Audit Committee oversees our enterprise risk management framework and legally mandated reporting on sustainability topics. Lastly, our Compensation Committee oversees our executive compensation, compensation-related risks, and pay equity.

We have a cross-functional, executive-level sustainability council that sets our overall sustainability strategy, provides guidance on program implementation, and oversees the continuing enhancement of our approach to sustainability. Our efforts are managed on a day-to-day basis by team members who work with our subject area experts across our global footprint to ensure we are regularly evaluating current and emerging opportunities and risks from a sustainability standpoint.

Our sustainability framework currently centers around three key pillars – people, product, and planet. Each pillar is supported by several key focus areas that are evaluated to ensure relevance, prioritization, and risk mitigation.

The People pillar of our sustainability strategy focuses on two of our most important stakeholder groups: our people and the communities within which we operate.

We communicate our human rights standards with our supply chain partners and promote their adherence to ethical business conduct consistent with our own. We undertake efforts internally and externally to build awareness about our human rights policy, including training. We commit to treating our employees with dignity and respect by supporting the following human rights standards:

We encourage individuals to report any violations of our human rights commitments via our Company-wide hotline. Additional grievance mechanisms are communicated to and available to our supply chain partners as well. The Company is committed to ensuring appropriate disciplinary measures or remediation actions are taken to address violations.

We are assessed by the Sedex Members Ethical Trade Audit (SMETA), which evaluates and audits compliance with proper working conditions and fair labor laws that apply to Mission personnel. This involves adhering to child labor laws, paying employees legal wages and maintaining a safe work environment. As part of our produce supplier corporate social responsibility program, we also request suppliers to submit their SMETA audits to inform supplier risk assessments.

We have dedicated teams reporting directly to the executive suite who strive to improve working conditions for our people, and our Board of Directors receives multiple updates annually from management on health and safety and other relevant social matters.

Mission regularly seeks employee feedback via an employee engagement survey to better understand employee morale, satisfaction, and overall engagement. Employee engagement is also assessed and discussed as part of our enterprise risk management framework on an annual basis.

Within our Product pillar, we focus on food waste and food safety, including evaluating opportunities in each focus area.

Food safety is a priority in growing, packing and shipping our products to market. We have a centralized department comprised of food safety and sanitation experts that manage our global food safety programs with support from local food safety representatives. We are accredited by the Brand Reputation through Compliance Global Standard (BRCGS) Food Safety Global Standard and the PrimusGFS Food Safety Audit at applicable locations throughout our global network. We have a supply chain verification program in place that works with copackers and growers to ensure marketplace compliance throughout our network.

At Mission, we pursue strategies to reduce food waste when and where possible. We strive to extend fruit shelf life with expert handling practices, cold storage management, and research and development studies on emerging technologies. These efforts help us enhance quality and decrease internal defects, which can promote a longer-lasting consumption period and reduced spoilage.

The Planet pillar of our sustainability strategy focuses on water management, energy and emissions management, and environmental opportunities.

On our owned farms, we employ a water management system to prevent water waste from avocado production and to meet the environmental needs of each region, including in high water stress areas. Our practices can include the use of automated drip irrigation, dendrometers to determine tree stress, and monitoring weather, soil, and plant data.

Across our owned facilities and farms, we work to ensure waste is appropriately discarded and seek opportunities to participate in recycling programs where possible.

Tracking our energy usage and emissions is an important part of understanding our global carbon footprint. We utilize a comprehensive Greenhouse Gas (GHG) Inventory Management Plan to support the completion of an emissions inventory in accordance with the Greenhouse Gas Protocol. In addition, we have implemented renewable energy solutions at certain of our distribution facilities and packinghouses.

We take a strategic approach to identifying projects and initiatives each year that fall within our sustainability pillars and address key focus areas or mitigate important sustainability risks. For 2025, our key successes included the following:

For the past five years, we have produced an annual Sustainability Report which includes information regarding our approach to sustainability, governance structure, operating procedures, projects and initiatives, and use of resources.

In our annual Sustainability Report, we also report on certain metrics according to the Sustainability Accounting Standards Board (SASB) index framework to provide our stakeholders with standardized metrics showing the comprehensive impact of Mission’s sustainability activities. We primarily report under the Agricultural Products industry, in addition to select metrics under the Food Retailers & Distributors industry. We have historically reported under the SASB index on the following categories:

Our Board of Directors currently consists of eleven members.

In December 2025, the Company announced the retirement of Mr. Beebe, effective at the close of the 2026 Annual Meeting. In addition, Ms. Lind will not stand for re-election at the 2026 Annual Meeting. As a result, the Board of Directors will be comprised of nine members upon the close of the 2026 Annual Meeting. The Board of Directors has reduced the size of the Board of Directors to 10 members immediately prior to the 2026 Annual Meeting, and to nine members immediately following the 2026 Annual Meeting.

Mr. Sims, Ms. Flanagan, and Mr. Stone were appointed to the Board of Directors in May 2025, June 2025, and November 2025, respectively. Mr. Sims was identified as a director candidate by an independent third-party search firm used by the Nominating and Corporate Governance Committee to assist with identifying qualified director candidates. Ms. Flanagan and Mr. Stone were identified as director candidates by members of the Board of Directors.

In accordance with our Certificate of Incorporation, our Board of Directors is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms. At each annual meeting of stockholders, 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, until his or her successor is elected and qualified, or, if earlier, until his or her earlier death, resignation, disqualification, or removal.

Our directors are currently divided amongst the following three classes:

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Stephen J. Barnard, Laura Flanagan, and Linda B. Segre for re-election to the Board of Directors at the 2026 Annual Meeting for three-year terms expiring at the 2029 annual meeting of stockholders, until the director’s successor is elected and qualified, or, if earlier, until the director’s earlier death, resignation, disqualification, or removal.

The following table provides an overview of the composition of our Board of Directors following the 2026 Annual Meeting, assuming the nominees up for re-election at the 2026 Annual Meeting are elected.

Currently, Mr. Beebe, age 81, serves as Chair of the Nominating and Corporate Governance Committee and Chairman of the Board of Directors. Mr. Beebe has served as a director since 1995 and is retiring from the Board of Directors, effective immediately following the 2026 Annual Meeting. Ms. Flanagan will succeed Mr. Beebe as Chair of the Nominating and Corporate Governance Committee and Mr. Barnard will succeed as Executive Chairman of the Board of Directors. Currently, Ms. Lind, age 67, serves as Chair of the Audit Committee and as an Audit Committee Financial Expert. Ms. Lind has served as a director since 2020 and will not stand for re-election at the 2026 Annual Meeting. Mr. Sims will succeed Ms. Lind as Chair of the Audit Committee and is an Audit Committee Financial Expert.

Our Board of Directors consists of a diverse group of highly qualified leaders in their respective fields. Our directors have significant and wide-ranging management experience, and many have extensive farming, agricultural, or food-related experience relevant to our industry. Several of our directors also have public company experience either from serving as chief executive officers or chief financial officers of public companies or from serving on other public company boards. The Board of Directors and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes, experience, and diversity of backgrounds of our directors provide us with a broad and varied range of perspectives to effectively address the Company’s current and evolving needs.

The following table highlights the key skills and qualifications of the current members of our Board of Directors. The Nominating and Corporate Governance Committee and the Board of Directors continuously monitors the mix of specific experience, qualifications and skills of our directors in order to ensure that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s current and future business needs and organizational structure.

The Nominating and Corporate Governance Committee and the Board of Directors seek directors with a breadth and depth of experience across a range of attributes taking into consideration many factors, including personal background, age, gender, industry knowledge, operational experience, public company executive leadership experience, academic expertise, geography, time commitments, and other relevant qualifications.

The Nominating and Corporate Governance Committee annually reviews all relationships directors have that are relevant to a determination of independence and recommends to the Board of Directors the status of a director’s independence under applicable rules established by the SEC and Nasdaq. Based on this review and recommendation, the Board of Directors has determined that the following nine directors are independent: Mr. Beebe, Ms. Flanagan, Ms. Lind, Mr. Pack, Mr. Sarsam,

Ms. Segre, Mr. Sims, Mr. Stone, and Mr. Taylor. As a result, 82% of our current Board of Directors is independent. The Board of Directors has also determined that each of the directors serving on our three standing committees satisfies applicable standards of independence and other requirements for service on such committee. Messrs. Barnard and Gonzalez are not considered independent for the following reasons:

For a more detailed description of the transactions between the Company and the entities affiliated with Mr. Barnard and Mr. Gonzalez, please see the “Related Party Transactions” section of this proxy statement.

The Board of Directors believes that refreshment is important to help ensure that the Board of Directors’ composition is aligned with the needs of the Company as it evolves over time and that fresh viewpoints and perspectives are regularly considered. Due to the nature of the agricultural and farming industry, however, the Board of Directors also feels that, over time, directors develop an understanding of the Company and industry which provides significant value to the Company and its stockholders. Further, a certain degree of continuity and tenure is critical to the Board of Directors’ ability to work together effectively and efficiently as a group. Because term limits or mandatory retirement ages could cause the loss of experience or expertise important to the optimal operation of the Board of Directors, there are no limits on the length of time that a director may serve.

Our Board of Directors has undergone significant refreshment in the past several years to better align the Board of Directors’ composition and expertise with our status and growth as a public company, to enhance the Board of Directors’ oversight capabilities with respect to our long-term strategy, and to increase the independence of our Board of Directors. In 2023, we appointed Tony Bashir Sarsam to our Board of Directors and in 2025, we appointed Michael B. Sims, Laura Flanagan, and Douglas M. Stone to our Board of Directors. At the conclusion of the 2026 Annual Meeting, 56% of our Board of Directors will have been appointed in the last six years. The median tenure of our directors is approximately six years and the average tenure is approximately nine years, excluding our founder, Stephen J. Barnard, who has served on the Board of Directors since the Company’s inception in 1983.

Set forth below is biographical information for each of our Class III director nominees and a summary of the specific qualifications, attributes, skills, and experiences which led our Board of Directors to conclude that such nominee should serve on the Board of Directors at this time. The Nominating and Corporate Governance Committee and the Board of Directors believe that each nominee brings a strong set of skills, knowledge, and experiences to the Company that strengthen our Board of Directors’ leadership and effectiveness with respect to our business and long-term strategy. If elected, the three nominees for election as Class III directors will serve for a term of three years (and until their successors are elected and qualified) or, if earlier, until his or her earlier death, resignation, disqualification, or removal. There are no family relationships among any of our directors or among any of our directors and our executive officers.

Stephen J. Barnard founded the Company in 1983 and has served as our Chief Executive Officer since 1988. Mr. Barnard will cease service as our Chief Executive Officer and assume the role of Executive Chairman of the Board, effective as of the conclusion of the 2026 Annual Meeting. Mr. Barnard served as the Company’s President from 1988 until July 2022 and from December 2023 through April 1, 2024 when Mr. Pawlowski was appointed as President and Chief Operating Officer. Mr. Barnard has also served as a member of the Board of Directors since the Company was founded. Mr. Barnard currently serves as an at-large director for the International Fresh Produce Association. Mr. Barnard previously served as Chairman of the Produce Marketing Association (PMA), Chairman of the Western Growers Association, a director for the Cal Poly Foundation, a director of the California Avocado Commission, and a director of Sunkist Growers.

Mr. Barnard received a Bachelor of Science degree in agricultural business management from California Polytechnic State University, San Luis Obispo.

The Board of Directors concluded that Mr. Barnard should serve as a director based on his deep and thorough knowledge of all aspects of our business and industry, his effective leadership and management skills, and his long-tenured service in senior roles with key industry groups.

Laura Flanagan has served on our Board of Directors since June 2025. Ms. Flanagan was the former Chief Executive Officer and member of the board of directors of Ripple Foods, a private company that is a leader in branded plant-based dairy alternatives, from October 2019 to January 2025. Prior to Ripple Foods, Ms. Flanagan was the Chief Executive Officer of Foster Farms, a private company and the largest branded poultry producer in the western United States, from August 2016 to February 2019. Prior to Foster Farms, Ms. Flanagan held several leadership roles at ConAgra Foods, PepsiCo, and General Mills, and began her career as an engineer at Saturn Corporation.

Ms. Flanagan has served on the board of directors of Performance Food Group (NYSE:PFGC), one of the largest distributors of food and broadline products to foodservice and convenience store channels, since September 2021, and currently serves on the Audit/Finance committee and Technology/Cybersecurity committee. Ms. Flanagan previously served on the board of directors of TopGolf Callaway Brands (NYSE:MODG), the leading brand of golf equipment and entertainment, from November 2018 to May 2025, where she served on the Compensation Committee. Additionally, Ms. Flanagan previously served on the board of directors of Core-Mark International, a distributor to the convenience store channel, from August 2016 to September 2021, where she was the chair of the Nominating Governance Committee and served on the Compensation Committee.

Ms. Flanagan holds an MBA from Stanford Graduate School of Business and an engineering undergraduate degree from Case Western Reserve University in 1990. She also holds a certificate for Accountability and Effectiveness in the Boardroom from the Kellogg Graduate School of Management.

The Board of Directors concluded that Ms. Flanagan should serve as a director based on her public company board experience and extensive experience serving as a Chief Executive Officer and other key leadership roles in food-related businesses.

Linda B. Segre has served on our Board of Directors since June 2020. She is a member of the Board of Directors of Top Golf Callaway Brands (NYSE: MODG), the leading brand of golf equipment and entertainment, where she is chair of the Compensation and Management Succession Committee and a member of the Nominating and Corporate Governance Committee. She has also served as a member of the Board of Directors of Pecan Grove Farms & Nursery, a private provider of pecan products, since June 2019 and DAFgiving360 (formerly the Schwab Charitable Fund) since March 2018. From 2009 until 2016 she was the Executive Vice President, Chief Strategy and People Officer at Diamond Foods, Inc. (NASDAQ: DMND), an American packaged foods company. Before joining Diamond Foods, Ms. Segre served as Managing Director of Google.org and was previously the Vice President and Managing Director of The Boston Consulting Group’s San Francisco Office.

Ms. Segre holds a degree in economics with Academic Distinction from Stanford University and an M.B.A. from the Stanford Graduate School of Business.

The Board of Directors concluded that Ms. Segre should serve as a director based on her public and private company board experience and extensive management experience serving in key leadership roles, including as chief people officer, across a variety of sectors, including the food and agriculture industries.

The biographical information for our six directors whose terms will continue after the 2026 Annual Meeting and will expire at the 2028 annual meeting (Class II) or the 2027 annual meeting (Class I) is below.

Jay A. Pack has served on our Board of Directors since 2008. Mr. Pack is the former owner of Standard Fruit and Vegetable, a private, integrated re-packer, logistics, and value-added produce company, which was sold to Del Monte in 2003. He served on the board of directors of Coastal Sunbelt Produce, a private foodservice distributor serving the Mid-Atlantic states, from 2014 to

March 2022 when Coastal Sunbelt was acquired by Sysco. Previously, Mr. Pack served on the private company boards of Misionero, Earthbound Farm, and Combs Produce. He has also previously served as a trustee of Sarah Lawrence College, a board member of the Produce Marketing Association (PMA), Chairman of the PMA Foodservice Division, and as President of the North Texas Food Bank.

Mr. Pack received a Bachelor of Science degree from Boston University and a Master of Business Administration degree from Southern Methodist University.

The Board of Directors concluded that Mr. Pack should serve as a director based on his broad knowledge of the produce industry and his extensive business and leadership experience with various produce companies and agricultural industry groups.

Tony Bashir Sarsam has served on our Board of Directors since August 2023. He served as the President and Chief Executive Officer and a member of the board of directors of SpartanNash, a private food solutions company, from 2020 until September 2025 when C&S Wholesale Grocers completed its acquisition of SpartanNash. Following the transaction, Mr. Sarsam served as an advisor through the end of 2025. Before joining SpartanNash, Mr. Sarsam served as the chief executive officer of Borden Dairy Company, a private dairy processor and distributor, from 2018 to 2020, where he led the company through a restructuring, reorganization, and successful sale. Prior to Borden, he was the chief executive officer of Ready Pac Foods, a private food processing company, from 2013 to 2018 where he also served on the board of directors from 2014 to 2017.

Mr. Sarsam holds a Bachelor of Science, Engineering degree in Chemical Engineering from Arizona State University and a Master of Science in Management from Stanford University.

The Board of Directors concluded that Mr. Sarsam should serve as a director based on his extensive experience serving as a chief executive officer of several companies in adjacent industries, his public company board and executive experience, and his strong knowledge of the food industry.

Douglas M. Stone has served on our Board of Directors since November 2025. He was the President of AgriBusiness of J.R. Simplot Company, a private international food and agriculture company, from June 2018 to December 2024 and previously served as their Vice President of Wholesale Sales from 2016 until 2018. Previously, he served as the President and CEO of Consolidated Sourcing Solutions, a retail crop inputs purchasing entity, from 2010 until 2016 and the Senior Vice President of Sales and Marketing at Terra Industries Inc. from 2007 until 2010.

Mr. Stone holds a Bachelor of Business Administration in Marketing from the University of Iowa and a Master of Business Administration from the University of South Dakota.

The Board of Directors concluded that Mr. Stone should serve as a director based on his broad knowledge of the produce industry and his extensive business and leadership experience having served in senior executive management roles for agribusinesses.

Luis A. Gonzalez has served on our Board of Directors since 2011. Mr. Gonzalez is a private investor in real estate and other ventures. Previously, Mr. Gonzalez founded Austral Group S.A., Peru, which was the second largest fishing and marine based food producer in Peru. Mr. Gonzalez also founded Camposol S.A., a leading agroindustrial company in Peru. Mr. Gonazlez is no longer affiliated with the management or board of either of these companies. Mr. Gonzalez also co-founded Grupo Arato in 2011, which the Company acquired in 2018. Previously, Mr. Gonzalez also served as a director of our wholly-owned Peruvian subsidiaries – Grupo Arato Holding S.A.C., Beggie Peru S.A., Arato Peru S.A., Inversiones Agricolas Olmos S.A.C., and Avocado Packing Company S.A.C. – until November 24, 2021. In 2007, Mr. Gonzalez was honored with the “Comendador por Servicios Distinguidos” medal by the President of Peru for his contributions to the country.

Mr. Gonzalez studied mechanical engineering at Saarbrücken Fachhochschule in Germany.

The Board of Directors concluded that Mr. Gonzalez should serve as a director based on his extensive business and leadership experience in the avocado and agroindustrial industries and his first-hand knowledge of avocado farming and packing operations in Peru.

Michael B. Sims has served on our Board of Directors since May 2025. Mr. Sims served as the Executive Vice President and Chief Financial Officer of Trugreen, a private residential and commercial lawn care company, from February 2019 until his retirement in February 2023. Prior to joining Trugreen, Mr. Sims served as Senior Vice President, Chief Financial Officer and Treasurer of AdvancePierre Foods Holdings, Inc., a producer and distributor of proteins and ready-to-eat sandwiches, from 2012 until its acquisition by Tyson Foods, Inc., in 2017. Prior to joining AdvancePierre Foods, Mr. Sims served in roles of increasing responsibility at Chiquita Brands International Inc., a leading international marketer and distributor of bananas, pineapples and packaged salads, from 1988 to 2012, most recently serving as the company’s Senior Vice President and Chief Financial Officer from 2009 to 2012. Mr. Sims has served on the Board of Directors of Hain Celestial Group (NASDAQ: HAIN), a leading health and wellness company with products across snacks, baby, beverages, meal components, and personal care, since October 2019 and serves as the Chair of the Audit Committee and a member of the Compensation Committee and the Strategy Committee. Since April 2023, Mr. Sims has also served as a director for Winland Foods, Inc., a privately held global manufacturer of private label and branded foods for retail and co-pack customers in the meal preparation category. 

Mr. Sims holds a Bachelor of Science degree in accounting from Indiana University.

The Board of Directors concluded Mr. Sims should serve as a director based on his experience serving as the chief financial officer of multiple companies, his financial acumen and expertise, and his service as a director on public and private company boards.

Bruce C. Taylor has served on our Board of Directors since 2001. Mr. Taylor founded Taylor Fresh Foods, a private multi-billion dollar producer of salads, fresh vegetables, and healthy fresh food, in 1995 and serves as its Chairman and Chief Executive Officer.

Mr. Taylor received a Bachelor of Science degree (Business) and a Bachelor of Arts degree (Development Studies) from the University of California, Berkeley, and a Master’s in Business Administration from Harvard University.

The Board of Directors concluded that Mr. Taylor should serve as a director based on his extensive business and industry knowledge and his long tenured leadership and management experience in the agriculture and farming sectors at Taylor Fresh Foods.

Our Board of Directors recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure for the sound and 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. The Board of Directors values its flexibility to select, from time to time, a leadership structure that is most able to serve the Company’s and stockholders’ best interests based on the qualifications of individuals available and existing circumstances.

Currently, the Board of Directors has determined that separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure. Mr. Barnard serves as Chief Executive Officer, and Mr. Beebe serves as the independent Chairman of the Board of Directors, a role he has held since our 2024 annual meeting of stockholders, and from 2003 to 2020. Our Board of Directors believes that this leadership structure has provided the appropriate balance of authority and achieves the optimal governance model during this period of time.

In connection with our upcoming leadership transitions, Mr. Barnard will cease service as our Chief Executive Officer and will assume the role of Executive Chairman of the Board, with John M. Pawlowski, our current President and Chief Operating Officer, assuming the role of Chief Executive Officer. In addition, Mr. Beebe, our current Chairman of the Board, will retire from the Board of Directors. These leadership transitions will be effective at the close of the 2026 Annual Meeting.

If the Chairman of the Board of Directors does not otherwise qualify as an independent director, our Corporate Governance Guidelines allow for the appointment of a lead independent director. The lead independent director’s responsibilities include but are not limited to: presiding over all meetings of the Board of Directors at which the Chairman is not present, including any executive sessions of the independent directors, and acting as the liaison between the independent directors and the Chief Executive Officer, and the Chairman of the Board of Directors. The Board of Directors has appointed Linda B. Segre as lead independent director, effective upon Mr. Barnard’s assumption of the role of Executive Chairman at the close of the 2026 Annual Meeting.

Our Board of Directors oversees an enterprise-wide approach to risk management. Our risk management efforts are designed to support execution of our long-term strategy and achievement of the Company’s objectives to improve long-term operational and financial performance and enhance stockholder value. Our Board of Directors believes that a fundamental part of risk management is understanding the risks that we face, adopting appropriate controls and mitigation activities for such risks, monitoring these risks, and responding to emerging developments for such risks. As such, we have a robust Enterprise Risk Management, or ERM, framework that is a central component of the way we manage our enterprise risks. Our ERM framework is primarily focused on identifying, assessing, managing, reporting, and monitoring enterprise-level risks that may impact the ability of the Company to achieve its long-term goals and objectives.

Annually, we evaluate the greatest risks to our business, their underlying risk drivers, and the associated mitigation activities, maturity, and controls. Our ERM framework taps into the knowledge, assessment, and feedback of a cross-functional group of the Company’s business leaders representing all key business functions across all our U.S. and international operations. Our assessment includes identification and evaluation of the likelihood and potential impact of the top risks facing the Company and the controls in place or actions taken to mitigate such risks.

Our Audit Committee oversees our overall ERM framework. The Audit Committee receives an annual report on the ERM framework and key enterprise-level risks. In addition, these annual updates are provided to the full Board of Directors and results are discussed. Our three standing Board of Directors committees also 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, legally mandated sustainability reporting, cybersecurity risk and strategy, and litigation and compliance matters. 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, practices, and programs. 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, succession planning for our directors and executive officers, and substantive sustainability matters. At each regular meeting, or more frequently as needed, the Board of Directors receives and considers committee reports, which may provide additional detail on risk management issues and management’s response.

Our Board of Directors is governed by our Corporate Governance Guidelines which are reviewed annually and amended from time to time to incorporate certain current best practices or as otherwise may be advisable. Our Corporate Governance Guidelines may be found on our website at www.missionproduce.com and are available in print upon written request to the Company’s Secretary at our principal executive offices at 2710 Camino Del Sol, Oxnard, California 93030.

We have adopted a written code of ethics and conduct 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. Our Board of Directors reviews the Code of Ethics and Conduct on an annual basis and makes changes if and when appropriate. We have posted the Code of Ethics and Conduct on our website, www.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.

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted an Insider Trading Compliance Policy applicable to all officers, directors, and employees of the Company. Such policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, and their affiliated entities, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Compliance Policy, including any amendments thereto, is filed as Exhibit 19.1 to our Annual Report on Form 10-K.

The Board of Directors held seven meetings in fiscal year 2025, and all directors attended at least 75% of the total number of meetings of the Board of Directors and committees on which they served. It is the Company’s policy that all current directors attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. Four out of our eight directors serving on the Board of Directors as of the 2025 Annual Meeting were present; the remaining directors were unable to attend due to extenuating circumstances.

Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of our Chairman of the Board and of our Chief Executive Officer. In addition, stockholders may communicate in writing with any particular director, any committee of the Board of Directors, or the directors as a group, by sending such written communication to our Secretary at our principal executive offices at 2710 Camino Del Sol, Oxnard, California 93030. Copies of written communications received at such address will be provided to the Board of Directors or the relevant director or committee unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board of Directors, relevant director, or committee include, without limitation, customer complaints, solicitations, communications that do not relate to our business, or communications that relate to improper or irrelevant topics.

The Board of Directors has three standing committees – the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee maintains a charter that is approved by the Board of Directors and evaluated annually. The charter for each of our standing committees is available on our website at www.missionproduce.com.

Our Audit Committee oversees the accounting and financial reporting process of the Company and the audits of the Company’s financial statements. Among other matters, the Audit Committee:

The current members of our Audit Committee are Ms. Lind (Chair), Ms. Flanagan, Mr. Pack, and Mr. Sims. Mr. Sims was appointed to the Audit Committee in May 2025, and Ms. Flanagan was appointed to the Audit Committee in September 2025. Mr. Beebe served on the Audit Committee until May 2025. Ms. Lind will not stand for re-election to the Board of Directors at the 2026 Annual Meeting. Mr. Sims will assume the role of Chair of the Audit Committee, effective as of the 2026 Annual Meeting. All members of our Audit Committee meet the heightened standards of independence required for service on the Audit Committee and satisfy the financial literacy and sophistication requirements under applicable Nasdaq rules and regulations. Ms. Lind and Mr. Sims are each an Audit Committee financial expert as defined under applicable SEC rules. 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 2025.

Our Compensation Committee oversees matters pertaining to the compensation of the Company’s executive officers and directors. Among other matters, the Compensation Committee:

The Compensation Committee engaged Pearl Meyer as its independent third-party compensation consultant in 2025 to advise on certain subjects, including peer group composition and benchmarking, overall compensation plan design, including incentive plan and equity plan design, and other compensation topics. During fiscal year 2025, Pearl Meyer did not provide any services other than compensation-related matters for our executives and the Board of Directors. Pearl Meyer reported directly to the Compensation Committee and attended meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee), as requested. Each year the Compensation Committee reviews the independence of Pearl Meyer, including considering the factors required by Nasdaq listing standards. During its fiscal 2025 review, the Compensation Committee determined that Pearl Meyer is independent and that no conflict of interest exists that would prevent it from providing independent and objective advice to the Compensation Committee.

The current members of our Compensation Committee are Ms. Segre (Chair), Mr. Sarsam, and Mr. Stone. Mr. Stone was appointed to the Compensation Committee in November 2025. Mr. Taylor served on the Compensation Committee until Mr. Stone’s appointment in November 2025. 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 2025.

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors, recommending director nominees for election at the annual meeting of stockholders, overseeing the corporate governance of the Company and the Board of Directors, overseeing executive succession planning, and overseeing certain sustainability matters. Among other matters, the Nominating and Corporate Governance Committee:

The Nominating and Corporate Governance Committee considers a wide range of factors when assessing potential director nominees. This assessment includes a review of the potential nominee’s experience and expertise, diversity, independence, understanding of the Company’s business or industry, and such other factors as the Nominating and Corporate Governance Committee concludes are pertinent in light of the current and anticipated future needs of the Board of Directors. Specifically, the Nominating and Corporate Governance Committee, in recommending director candidates, and the Board of Directors, in nominating or appointing director candidates, evaluates candidates in accordance with the following qualification standards and selection criteria:

The Nominating and Corporate Governance Committee and the Board of Directors seek directors with a breadth and depth of experience across a range of attributes, taking into consideration many factors, including personal background, age, gender, industry knowledge, operational experience, public company executive leadership experience, academic expertise, geography, and other relevant qualifications.

From time to time, the Board of Directors or the Nominating and Corporate Governance Committee may find it helpful to utilize a third-party search firm to assist in identifying a qualified director or executive officer candidate pools for consideration. The Nominating and Corporate Governance Committee utilized a third-party search firm to identify Mr. Sims as a director candidate.

The Nominating and Governance Committee will consider stockholder recommendations of candidates on the same basis, and under the same criteria, as it considers all other candidates. 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 at 2710 Camino Del Sol, Oxnard, CA 93030, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required in the Company’s Bylaws and under SEC rules concerning nominees, and (c) provide any updates or supplements to such notice at the times and in the forms required by, and otherwise comply with, our Bylaws.

The current members of our Nominating and Corporate Governance Committee are Mr. Beebe (Chair), Ms. Flanagan, Mr. Pack, and Mr. Taylor. Ms. Flanagan was appointed to the Nominating and Corporate Governance Committee in September 2025. Upon Mr. Beebe’s retirement from the Board of Directors effective at the close of the 2026 Annual Meeting, Ms. Flanagan will serve as the Chair of the Nominating and Corporate Governance Committee. Each member of the Nominating and Corporate Governance Committee is an independent director under applicable Nasdaq regulations. 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 four times during fiscal year 2025.

The Board of Directors recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and board effectiveness. Under the leadership of the Chairman of the Board of Directors, the Nominating and Corporate Governance Committee oversees the annual evaluation process. The Nominating and Corporate Governance Committee periodically reviews the format and components of the evaluation process to ensure that actionable feedback is solicited on the operation and effectiveness of the Board of Directors, its committees, and director performance.

The Board of Directors believes that director education is important to the ability of directors to fulfill their roles and supports directors in their continuous learning. During Board of Directors and committee meetings, information sessions may also be provided on specific subjects relevant to our business or certain pertinent topics. New directors also participate in our director orientation program.

In December 2025, our Non-Employee Director Compensation Policy was revised to provide for a $25,000 annual cash retainer for service as a Lead Independent Director, if applicable. Our current Non-Employee Compensation Policy consists of the following components:

Annual cash retainers are paid in quarterly installments in arrears and pro-rated for any partial calendar quarter of service. In addition, committee member and committee chair retainers are only paid if the director attends the meeting, if any, for the calendar quarter for which fees are paid. A director serving as the Lead Independent Director also receives an annual cash retainer of $25,000.

In accordance with the Non-Employee Director Compensation Policy, each non-employee director who is initially elected or appointed to serve on the Board of Directors is automatically granted RSUs with a value of approximately $110,000 on the date on which such director is appointed or elected to serve on the Board of Directors, pro-rated based on the number of days between the effective date of appointment and the Company’s next annual meeting of stockholders. Additionally, each non-employee director who is serving on the Board of Directors as of the date of each annual meeting of stockholders is automatically granted, on such annual meeting date, an RSU award with a value of approximately $110,000, and a non-employee director serving as the Chairman of the Board of Directors is automatically granted additional RSUs with a value of $60,000 on such date.

All equity grants vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the directors’ continued service through the applicable vesting date. In addition, such awards vest in full upon a change in control of the Company (as defined in the Company’s 2020 Incentive Award Plan).

Pursuant to the Company’s Deferred Compensation Plan applicable to non-employee directors, our non-employee directors can elect to defer up to 100% of their annual equity award grant and the annual Chairman grant, as applicable. Annual equity awards that are deferred are credited to a deferred compensation account and vested balances are distributed: (1) at the time

of separation either in a lump sum or up to 10 annual installments; (2) pursuant to an in-service election on specified dates of distribution either in a lump sum or up to five annual installments; (3) upon a separation from service due to a change in control either in a lump sum or up to 10 annual installments; and (4) upon death in a lump sum to the director’s beneficiaries.

The unfunded, nonqualified plan structure of the Deferred Compensation Plan is required in order to preserve the beneficial tax deferral treatment for the participants. Amounts in a participant’s deferral accounts are considered general liabilities of the Company and subject to creditor risk in the case of corporate insolvency or bankruptcy.

Messrs. Beebe and Pack participated in the Deferred Compensation Plan during 2025.

The Compensation Committee has adopted robust stock ownership guidelines for non-employee directors equal to five times their annual cash retainer for Board service, or, $350,000. Non-employee directors are expected to achieve the required guidelines within 5 years of the director’s appointment to the Board of Directors. After achievement, directors must continue to hold enough shares to maintain such levels while covered by the guidelines. Only the following forms of equity count towards the required stock ownership guidelines:

The value of ownership is measured at fiscal year-end by reference to the average closing stock price of the Company’s common stock over the prior full year from the date of measurement. The Compensation Committee assesses compliance annually as of the fiscal year-end date. Failure to meet or show progress toward meeting the guidelines may result in (1) restrictions on sales of stock acquired upon vesting of equity awards until such guidelines are met; and/or (2) reductions in future long term equity incentive awards or other equity grants. The Compensation Committee has the sole discretion to determine the appropriate remedy for failure to comply with the guidelines, taking into consideration all pertinent facts and circumstances.

All non-employee directors who have served as directors for five years or more have exceeded the required level of holdings at the time of measurement. Mr. Sarsam, Mr. Sims, Ms. Flanagan, and Mr. Stone who were appointed in August 2023, May 2025, June 2025, November 2025, respectively, are not yet required to achieve their required level of holdings under the guidelines.

The following table sets forth information for the fiscal year ended October 31, 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board of Directors during fiscal year 2025. Mr. Barnard, our CEO during fiscal 2025, did not receive additional compensation for his service as a director. All compensation paid to Mr. Barnard is reported in the “Summary Compensation Table.”

The Company’s executive officers as of the record date are:

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our NEOs, who for fiscal 2025 were:

The Company achieved record revenue of $1.39 billion, growing 13% on top of strong fiscal 2024 revenue of $1.23 billion, and delivered Adjusted EBITDA of $110.76 million for fiscal 2025, compared to adjusted EBITDA of $107.8 for fiscal 2024. In addition, the Company increased Adjusted Net Income by 6% to $56.2 million, or $0.79 per diluted share, compared to $52.8 million, or $0.74 per diluted share, in the prior year.

These results demonstrate the effectiveness of the Company’s integrated global platform and our ability to capitalize on market opportunities across North America, Europe, and Asia – each of which experienced growth in fiscal 2025. In addition, the Company was able to optimize its owned Peruvian production across customers and markets in a balanced fashion that drove category penetration and deepened key customer relationships.

The following summarizes the key elements of total direct compensation for fiscal 2025 for our NEOs: base salary, annual cash incentive, and long-term equity incentives.

The following pay mix charts show fiscal 2025 compensation at target performance achievement for our annual cash incentive plan and equity award grant values for our long-term equity incentive plan. The Compensation Committee is committed to ensuring a substantial majority of NEO compensation is based on Company performance and aligned with stockholders. The 2025 compensation program pay mix design included an annual cash incentive award based 100% on the achievement of a Company financial performance metric (Adjusted EBITDA) for our CEO and 80% for other participating NEOs and performance-based, three-year PSUs earned based on Cumulative Adjusted Net Income Per Share as meaningful components. The Compensation Committee believes that an emphasis on at-risk long-term equity incentive compensation supports the Company’s long-term growth orientation and stockholder alignment and focuses on leadership development over the long- rather than short-term. As noted below, 50% of our CEO’s pay mix, and 42%, on average, of our other NEOs, excluding Mr. Wiesner, is allocated towards performance-based compensation in the form of our annual cash incentive plan and our PSUs.

 

The Compensation Committee reviews the Company’s compensation philosophy and objectives each year to ensure that the existing compensation philosophy continues to be appropriate for the Company.

The Compensation Committee is committed to creating a competitive compensation program that supports the Company’s mission and values and facilitates successful execution of our business goals. We believe our compensation program should support and reinforce our goals for growth, financial performance, and leadership development while aligning the interests of our executives and stockholders. The three key pillars of our compensation philosophy are:

 

Our compensation philosophy is intended to guide the decisions that the Compensation Committee makes each year regarding executive officer compensation. The Compensation Committee operationalizes its compensation philosophy in the following ways:

The Compensation Committee evaluates the following components when making determinations regarding executive officer compensation:

Pearl Meyer, the Compensation Committee’s independent compensation consultant, conducted a risk assessment in 2025 regarding the Company’s compensation policies and practices as they apply to all employees, including the NEOs. Pearl Meyer reviewed the design features and performance metrics of the Company’s cash and stock-based incentive programs along with the approval mechanisms associated with each and based, in part, on this risk assessment we believe that the Company’s policies and practices are unlikely to create risks that are reasonably likely to have a material adverse effect on the Company. In addition, the following actions, practices, and policies are intended to provide for continued alignment with our Compensation Philosophy and/or reduce the likelihood of excessive compensation-related risk-taking:

Review of market data compiled by Pearl Meyer, including information for peer group companies and from compensation surveys, is part of the diverse toolkit the Compensation Committee uses to set fair and competitive compensation levels that help drive the creation of long-term value while mitigating undue risk-taking. The Compensation Committee uses market compensation information to understand how other comparable public companies design executive compensation to assist the Company in offering competitive compensation levels to attract and retain exceptional executives.

The Compensation Committee annually reviews the composition of our peer group to ensure that each company’s size and relevant attributes remain comparable to ours. The Compensation Committee believes it is appropriate to focus on companies with similar characteristics based on total revenues, market capitalization, and industry (by primary GICS classification). These are representative companies that face many of the same strategic and operational considerations we do and against whom we compete for executive talent.

In June 2024, the Compensation Committee conducted its review of the peer group to aid in its review of compensation determinations for fiscal 2025. After review, the Compensation Committee removed Hostess Brands, Inc. from the peer group given the Company’s acquisition by The J.M. Smucker Company in September 2023.

The following table illustrates market capitalization and revenue statistics for the fiscal 2025 peer group and the Company’s relative position across these metrics as of June 2024.

In accordance with its charter, the Compensation Committee determines and approves the compensation of our CEO and other NEOs. Annually, the Compensation Committee conducts a comprehensive review of the CEO’s performance within the context of the financial and operational goals of the Company and the CEO’s leadership effectiveness in driving the organization forward.

The Compensation Committee reviews the Company’s executive compensation plans throughout the fiscal year. Decisions concerning annual salary increases, the approval of annual cash incentives, the design and objectives of each year’s cash and equity incentive plans and the granting of long-term incentive awards are typically made in the first quarter of each fiscal year after a series of meetings among the Compensation Committee, its compensation consultant, the CEO, and other members of the executive team as necessary. The Compensation Committee considers the feedback of the CEO regarding other NEOs’ performance. The Compensation Committee performs this analysis on an annual basis as part of its oversight function with respect to executive compensation. The Compensation Committee also evaluates and approves the compensation packages of any newly appointed executive officers during the fiscal year.

In addition, the Compensation Committee periodically reviews and makes recommendations to the Board of Directors regarding director compensation, including in fiscal year 2025.

The Compensation Committee has the sole authority to engage and terminate any compensation consultant to assist in the evaluation of director or executive compensation and has the sole authority to approve the fees and other terms of retention of such compensation consultants.

The Compensation Committee has engaged Pearl Meyer since 2021 to advise on a variety of subjects, which for fiscal 2025 included director compensation, Executive Chairman compensation benchmarking, peer group composition and benchmarking, executive incentive plan and equity plan design, and other compensation topics. While Pearl Meyer provided data and analyses and made recommendations for the compensation program, the Compensation Committee, or the Board of Directors, made all decisions regarding the compensation of the NEOs and our directors.

Base salary is fixed cash compensation delivered in return for day-to-day job responsibilities and service in key leadership roles. Base salary provides competitive levels of fixed compensation determined by the market value of the position, and the qualifications, experience, and performance expectations of each NEO for his/her position. Market-competitive base salaries help attract and retain executive talent. The Compensation Committee annually reviews the base salary of our NEOs and makes adjustments when appropriate based on an assessment of the role, performance, and market competitiveness. The Compensation Committee may also make periodic adjustments in connection with promotions or changes in responsibility.

In the first quarter of fiscal 2025, our Compensation Committee approved limited increases to base salaries after reviewing market data and benchmarking provided by Pearl Meyer, and in consideration of the overall performance of the Company for fiscal 2024 and the 4% annual cost of living increases provided to non-NEO employees. The base salary for the CEO, President and Chief Operating Officer, and General Counsel and Secretary, was increased by 4%, while the base salary for our Chief

Financial Officer was increased by 4.7% to bring Mr. Giles closer to the median of the peer group. For our then President of Central and South America, the Compensation Committee approved an increase of 3% after taking into account the additional annual cash compensation Mr. Wiesner receives based on a profit-sharing scheme required under Peruvian labor regulations. Such additional compensation is based on the application of a certain percentage applied to the profits of our Peruvian operations in the prior year and distributed to Peruvian employees in the following year based on their respective compensation and days worked. The amount paid to Mr. Wiesner under such profit-sharing scheme in 2025 was $9,125 and is not included in the base salary table below.

The table below sets forth the annual base salaries of our NEOs, which were effective as of January 5, 2025: