| Preliminary Proxy Statement | |||||
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| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| Definitive Proxy Statement | ||||
| Definitive Additional Materials | ||||
| Soliciting Material | ||||
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| Fee paid previously with preliminary materials | ||||
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | ||||
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Notice of Annual Meeting of Shareholders
To be held February
January 17, 2023
Dear Alico, Inc. Shareholders:
2024
Further details on how to vote by internet or by mail are set out in
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Your vote is very important to us. If you need directions to the meeting location,number of shares you may contact the Corporate Secretary by phone at (239) 226-2000, by email at info@alicoinc.com or by mail at the address above.hold. Whether or not you plan to attend and no matter how manythe Annual Meeting online, we urge you to vote your shares you own, please mark your vote onvia the enclosed proxy card, sign and date it and mail ittoll-free telephone number or over the Internet, as described in the enclosed envelope.materials. If you decidereceived a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
If you so attend the Annual Meeting you may vote in person, if you wish, even if you have previously submitted a proxy. You may revoke your proxy at any time before the vote is taken by delivering to the Corporate Secretary a written revocation or a proxy with a later date or by voting your shares in person at the Annual Meeting in which case yourand any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 7,616,081
released on or about January 12, 2024 to our shareholders on the Record Date.
TABLE OF CONTENTS
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ALICO, INC.
10070 Daniels Interstate Court
Suite 200
Fort Myers, FL 33913
PROXY STATEMENT
Annual Meeting of Shareholders
February 23, 2023
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to Be Held on February 23, 2023
2024
General
Our Board of Directors seeks your proxy for use in voting at the Annual Meeting of Shareholders of Alico, Inc. (the “Company”) to be held on Thursday, February 23, 2023 at 9:30 a.m. Eastern Standard Time at the offices of Trenam Law, 101 East Kennedy Boulevard, Suite 2700, Tampa, FL 33602 (the “Annual Meeting”). This Proxy Statement and proxy card will be mailed on or about January 20, 2023, to all holders of common stock entitled to vote at the Annual Meeting.
We have enclosed with the Proxy Statement our 2022Annual Report to Shareholders for fiscal year 2022, which includes our Annual Report on Form 10-K for fiscal year 2022, and which in turn includes our audited financial statements for fiscal year 2022. The 2022 Annual Report to Shareholders (and the related Annual Report on Form 10-K included therein) does not constitute any part of the material for the solicitation of proxies.
Record Date
Holders of shares of our common stock as of the close of business on December 30, 2022, the record date, may vote at the Annual Meeting either in person or by proxy. At the close of business on December 30, 2022, there were 7,592,937 shares of our common stock outstanding and entitled to vote on each matter properly brought up at the Annual Meeting. The common stock is our only authorized voting security, and each share of common stock is entitled to vote at the Annual
Meeting. A shareholder of record giving a proxy may revoke it at any time before the vote is taken by delivering a written revocation or a proxy with a later date to the Corporate Secretary or by voting his or her shares in person at the Annual Meeting.
Purpose
Proposal 1: Election of 8 nominees named in this Proxy Statement“Director Nominees”) to serve on our Board until the 2025 Annual Meeting of Directors.
Proposal 2: RatificationShareholders (the “2025 Annual Meeting”), and until their respective successors shall have been duly elected and qualified.
Difference Between Holding You are entitled to vote at the Annual Meeting only if you were a shareholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 7,616,081 shares of common stock outstanding and entitled to vote at the Annual Meeting.
person’s behalf.
shares held in “street name.” If your shares are held in a stock brokerage account orstreet name, these proxy materials are being provided to you by ayour bank or other nominee, those shares are held in “street name” andbrokerage firm, along with a voting instruction card if you are considered to be the “beneficial owner”received printed copies of those shares.our proxy materials. As the beneficial owner, you have the right to instructdirect your broker, bank or other holder of recordbrokerage firm how to vote your shares. The Proxy Statement,shares, and the 2022 Annual Report to Shareholders and other materials have been forwarded to you by your broker, bank or other nominee, whobrokerage firm is the shareholder of record. You will receive separate instructions from your broker, bank or other holder of record describing how to vote your shares.
Voting Your Shares
Each shareholder has one vote per share. If you hold shares in your own name as a shareholder of record, you can cast your vote before the Annual Meeting by authorizing the individuals named on the enclosed proxy card to serve as your proxyrequired to vote your shares at the Annual Meeting in the manner you indicate. You may do so by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope.
If you are a beneficial owner of shares held in street name,accordance with your broker, bank or nominee will provide you with materials and instructions for voting your shares.
Uninstructed Shares and Broker Discretionary Voting
Shareholders of Record
If you are a shareholder of record, and you sign and return a proxy card without giving specific voting instructions, the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares Held in Street Name
instructions. If your shares are held in street name“street name” and you do not provide specific voting instructionswould like to the organization that holdsvote your shares the organization may generally vote at its discretion on “routine” matters, but not on “non-routine” matters.
The election of Directors is considered a “non-routine” matter; thus, brokers do not have discretionary authority to vote on the proposal to elect Directors if they do not receive instructions from a beneficial owner. Accordingly, if you are a beneficial owner, you must instruct your broker on how you want your shares to be voted on this proposal in order for the votes to be counted.
The ratification of the Audit Committee’s selection of auditor is considered a “routine” matter, thus brokers have discretionary authority to vote on the ratification of the Audit Committee’s selection of the auditor if they do not receive instructions from a beneficial owner.
See the below section titled “Broker Non-votes” for more information on broker discretionary voting.
Broker Non-votes
For shares held by brokers or nominees, your shares will be counted as “broker non-votes” (i) for any “non-routine” items for which you, as the beneficial owner or the person entitled to vote those shares, do not give voting instructions to the brokers or nominees and (ii) for any “routine” items for which the broker or nominee does not submit a vote. The broker or nominee does not have discretionary voting power on non-routine matters under rules applicable to broker-dealers, so the broker is unable to cast those uninstructed shares on “non-routine” items.
A broker “non-vote” with respect to the election of a director will not be counted as a vote “cast” for or against the director. Consequently, a broker “non-vote” with respect to the election of a director will not affect the outcome of the vote for that director.
A broker “non-vote” with respect to the ratification of the Audit Committee’s selection of auditor will not be counted as a vote “cast” for or against the proposal. Consequently, a broker “non-vote” with respect to the ratification of the Audit Committee’s selection of auditor will not affect the outcome of the vote.
Voting in Persononline at the Annual Meeting,
If you holdshould contact your bank or brokerage firm to obtain your 16-digit control number or otherwise vote through the bank or brokerage firm.
How You Can Change or Revoke Your Vote
If you hold shares in your own name as a shareholder of record, you may change your vote or revoke your proxy at any time before voting begins by:
Attendance at the Annual Meeting, in and of itself, will not cause your previously granted proxy to be revoked unless you vote at the meeting.
We must receive your notice of revocation or later-dated proxy at or prior to votingpresent at the Annual Meeting for itany business to be effective. It should be delivered to:
Alico, Inc.
10070 Daniels Interstate Court
Suite 200
Fort Myers, FL 33913
Attention: Mary Molina, Corporate Secretary
You may hand deliver a written revocation notice, or a later-dated proxy, to the Corporate Secretary at the Annual Meeting before the voting begins.
If you are the beneficial owner of your shares held in street name and if you wish to change your vote, please check with your bank or broker and follow the procedures your bank or broker provides.
Quorum
conducted. The presence at the Annual Meeting, in persononline or by proxy, of holdersa majority in interest of at least 3,796,469 shares (a majority ofall the number of shares of common stock issued and outstanding and entitled to vote as of the record date) is required toRecord Date will constitute a quorumquorum.
Abstentions
An abstention occurs whenquorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.
Voting Requirements
Election of Directors
Directors are elected by majoritySecretary before your proxy is voted or you vote which requires the affirmative vote of a majority of the total votes cast for or againstonline at the Annual Meeting. For a description of our majorityIf your shares are held in street name, you may change or revoke your voting standard, please referinstructions by following the specific directions provided to the section captioned “Proposal 1: Election of Directors.” You may vote “FOR”you by your bank or “AGAINST” for each nominee
be treated?
| Proposal | Votes required | Effect of Abstentions and Broker Non-Votes | ||||||||||||
Proposal 1: Election of Directors | The affirmative vote of a majority of the votes cast. (1) | Abstentions and broker non-votes will have no effect. | ||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | The affirmative vote of a majority of the shares of common stock present at the meeting, in person or represented by proxy, and entitled to vote. | Abstentions will have the same effect as votes against the proposal. We do not expect any broker non-votes on this proposal. | ||||||||||||
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers | The affirmative vote of a majority of the shares of common stock present at the meeting, in person or represented by proxy, and entitled to vote. | Abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on this proposal. | ||||||||||||
Ratification
To ratifydetermining a quorum. Abstentions have no effect on the selectionelection of directors. Abstentions will have the same effect as votes against the ratification of the appointment of Grant Thornton LLP and the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. If the Company were to revert to a plurality voting standard for a Contested Election (as defined in the Bylaws), a vote “withheld”, in the case of the proposal regarding the election of directors, represents a shareholder’s affirmative choice to decline to vote on a proposal and would be counted as present and entitled to vote for purposes of determining a quorum and have no effect on the election of directors.
Proxy Solicitation — Counting the Votes
Annual Meeting?
A representative of our transfer agent, Computershare, will tabulate the votes and act as inspector of election to certify the results.
AttendingSEC after the Annual Meeting
You must be a holder of Alico shares as of the record date of December 30, 2022, to attend the Annual Meeting. Further details on how to vote by internet or by mail are set out in this Proxy Statement. If you plan to attend
If you plan to attend the Annual Meeting in person, you will be expected to bring your admission ticket, along with a valid government-issued photo identification, such as a driver’s license, that matches your name on the admission ticket, and to present them prior to being admitted to the Annual Meeting. We reserve the right to deny admission to any person who does not bring both a valid admission ticket and photo identification, with matching names.
For security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting. Attendees will not be permitted to bring food or beverages, cameras, camera phones, cell phones, recording equipment, electronic devices, computers, large bags, briefcases,
weapons (including any item we may deem to be a weapon, in our sole discretion) or packages into the Annual Meeting.
The Annual Meeting is expected to begin promptly at 9:30 a.m. Eastern Standard Time. Check-in will begin at 9:00 a.m., Eastern Standard Time, and you should allow time for the check-in procedures.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of our common stock as of January 13, 2023, by (i) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; (ii) each Director, including Mr. Eisner who does not intend to stand for re-election at the Annual Meeting; (iii) each Named Executive Officers (“NEO”); and (iv) all Directors and Executive Officers as a group. Unless otherwise indicated, the persons listed in this table have sole voting and dispositive power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. Unless otherwise specified in the notes to this table, the address for each person is: c/o Alico, Inc., 10070 Daniels Interstate Ct., Suite 200, Fort Myers, FL 33913, Attention: Mary Molina, Corporate Secretary.
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| Shares Beneficially Owned(1) |
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Name and Address of Beneficial Owners |
| Amount and |
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| Percent of Class |
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5% or Greater Shareholders |
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Remy W. Trafelet (2) |
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| 751,068 |
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| 9.9 | % |
Brian J. Higgins (3) |
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| 514,287 |
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| 6.8 | % |
Clayton G. Wilson/Rio Verde Ventures, LLC (4) |
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| 405,052 |
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| 5.3 | % |
Thomas A. Satterfield Jr. (5) |
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| 457,460 |
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| 6.0 | % |
Directors and Named Executive Officers |
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George R. Brokaw (6) |
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| 260,918 |
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| 3.4 | % |
R. Greg Eisner (6) |
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| 30,817 |
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| * |
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Katherine R. English (6) |
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| 5,940 |
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| * |
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Benjamin D. Fishman (6) (7) |
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| 5,724 |
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| * |
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W. Andrew Krusen, Jr. (6) (8) |
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| 34,546 |
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| * |
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Toby Purse (6) |
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| 11,687 |
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| * |
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Adam H. Putnam (6) |
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| 7,076 |
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| * |
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Henry R. Slack (6) (9) |
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| 156,994 |
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| 2.0 | % |
John E. Kiernan (10) |
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| 59,079 |
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| * |
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Richard Rallo, CPA (11) |
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| 8,619 |
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| * |
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Danny Sutton (12) |
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| 9,488 |
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| * |
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James Sampel (13) |
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| 991 |
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| * |
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Perry Del Vecchio (14) |
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| 747 |
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| * |
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All Executive Officers, Directors and Director nominees as a group (13 persons) |
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| 592,626 |
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| 7.8 | % |
* Less than 1%.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who beneficially own more than 10% of the Company’s Common Stock, to file initial reports of ownership and reports of changes of ownership with the SEC and furnish copies of those reports to the Company.
Specific due dates for such reports have been established by the SEC and the Company is required to disclose any failure to file reports by such dates. Based solely on the review of copies of such reports and amendments thereto and other information furnished to us, we believe that, during fiscal year 2022, all Directors, Executive Officers and persons who beneficially own more than 10% of our common stock complied in a timely manner with all such filing requirements except for the following: (i) John Kiernan filed one Form 4 on November 12, 2021 and one Form 4 on April 25, 2022, each showing 1 late reported transaction, (ii) Arlon Valencia Holdings LLC filed one Form 4 on October 8, 2021, showing 1 late reported transaction, (iii) Richard Rallo filed one Form 4 on November 12, 2021 showing 1 late reported transaction, (iv) Danny Sutton filed one Form 4 on November 12, 2021 showing 1 late reported transaction, and (v) James Sampel filed one Form 4 on November 12, 2021 showing 1 late reported transaction.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors currently consists of 9 seats, the members being
Upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Mr. Brokaw, Ms. English, Mr. Fishman, Mr. Kiernan, Mr. Krusen, Mr. Purse, Mr. Putnam and Mr. Slack for re-election as Directors to hold office for the ensuing year or until their respective successors are duly elected and qualified, unless they earlier resign or a vacancy is created due to the death or removal of any such Director or for other cause in accordance with the Amended and Restated Bylaws of the Company. If you give no specific direction how your proxy should be voted, such proxy, if properly submitted, will be voted by management FOR the election of the nominees set forth aboveforegoing director candidates to serve as Directors. The proxy cannot be voteddirectors until the 2025 Annual Meeting.
this proxy statement and to serve if elected.
The Board of Directors Board Diversity Matrix
The members ofbelow Director Nominees to
Board Diversity Matrix (As of January 13, 2023) | ||||
Total Number of Directors | 9 | |||
| Female | Male | Non-Binary | Did not Disclose Gender |
Part I: Gender Identity | ||||
Directors | 1 | 8 | — | — |
Part II: Demographic Background | ||||
African American or Black | — | — | — | — |
Alaskan Native or Native American | — | — | — | — |
Asian | — | — | — | — |
Hispanic or Latinx | — | — | — | — |
Native Hawaiian or Pacific Islander | — | — | — | — |
White | 1 | 8 | — | — |
Two or More Races or Ethnicities | — | — | — | — |
LGBTQ+ | — | |||
Did not Disclose Demographic Background | — | |||
Qualifications, Attributesbeen duly elected and Skills of the Members of Alico’s Board of Directors
The chart below summarizes certain key qualifications, attributes, and skills for each of Alico’s Directors (each of whom is also a Director nominee, except for Mr. Eisner, who does not intend to stand for re-election at the Annual Meeting)qualified
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CORPORATE GOVERNANCE HIGHLIGHTS
Separate Chairman and CEO positions with clearly defined roles
Refreshed Board and committee structure, with 3 new independent Directors added in last 4 fiscal years, including one diverse director
Retirement policy generally requires that Directors do not stand for election after reaching the age of 75
2025
| Nominee | Age | Position with the Company, if any | Business Experience and Qualifications | ||||||||
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George R. Brokaw |
| Chairman | George R. Brokaw has served on the Board of Directors since November | ||||||||
| Virginia. | |||||||||||
Katherine R. English |
| Director | Ms. English has served on the Board of Directors since August | ||||||||
Benjamin D. Fishman |
| Director | Mr. Fishman has served on the Board of Directors since November | ||||||||
John E. Kiernan |
| Director, President and Chief Executive Officer | President and Chief Executive Officer | ||||||||
W. Andrew Krusen, Jr. |
| Director | Mr. Krusen has served on the Board of Directors since November | ||||||||
Toby K. Purse |
| Director | Mr. Purse has served on the Board of Directors since April | ||||||||
Adam H. Putnam |
| Director | Mr. Putnam has served on the Board of Directors since August | ||||||||
Henry R. Slack | 73 | Director | Mr. Slack has served on the Board of Directors since November | ||||||||
| Board Diversity Matrix (As of January 12, 2024) | ||||||||||||||
| Total Number of Directors | 8 | |||||||||||||
| Female | Male | Non-Binary | Did not Disclose Gender | |||||||||||
| Part I: Gender Identity | ||||||||||||||
| Directors | 1 | 7 | — | — | ||||||||||
| Part II: Demographic Background | ||||||||||||||
| African American or Black | — | — | — | — | ||||||||||
| Alaskan Native or Native American | — | — | — | — | ||||||||||
| Asian | — | — | — | — | ||||||||||
| Hispanic or Latinx | — | — | — | — | ||||||||||
| Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||
| White | 1 | 7 | — | — | ||||||||||
| Two or More Races or Ethnicities | — | — | — | — | ||||||||||
| LGBTQ+ | — | — | — | — | ||||||||||
| Did not Disclose Demographic Background | — | — | — | — | ||||||||||
| George R. Brokaw | Katherine R. English | Benjamin D. Fishman | John E. Kiernan | W. Andrew Krusen, Jr. | Toby R. Purse | Adam H. Putnam | Henry R. Slack | |||||||||||||||||||
| Skills & Experience | ||||||||||||||||||||||||||
| Board of Directors Experience | x | x | x | x | x | x | x | |||||||||||||||||||
| Agriculture Industry Experience | x | x | x | x | x | x | x | x | ||||||||||||||||||
| CEO/Business Head | x | x | x | x | x | x | x | |||||||||||||||||||
| International | x | x | x | x | x | x | x | |||||||||||||||||||
| Human Capital Management/Compensation | x | x | x | x | x | x | x | x | ||||||||||||||||||
| Finance/Capital Allocation | x | x | x | x | x | x | x | |||||||||||||||||||
| Financial Audit Experience | x | x | x | x | x | x | x | |||||||||||||||||||
| Government/Public Policy | x | x | x | x | ||||||||||||||||||||||
| Strategic Planning | x | x | x | x | x | x | x | x | ||||||||||||||||||
| Environmental Science/Policy/Regulation or Climate Change | x | x | x | |||||||||||||||||||||||
| Mergers and Acquisitions | x | x | x | x | x | x | ||||||||||||||||||||
| Risk Management | x | x | x | x | x | x | x | |||||||||||||||||||
| Corporate Governance | x | x | x | x | x | x | x | |||||||||||||||||||
| Technology/Systems | x | x | x | x | x | |||||||||||||||||||||
| Business Ethics | x | x | x | x | x | x | x | |||||||||||||||||||
| Real Estate | x | x | x | x | x | x | ||||||||||||||||||||
| Minerals and Mining | x | x | x | x | x | |||||||||||||||||||||
The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024.The Board of Directors unanimously recommends a vote FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.| 2023 | 2022 | |||||||||||||
Audit Fees (1) | $ | 405,000 | $ | 436,200 | ||||||||||
Audit Related Fees (2) | $ | — | $ | — | ||||||||||
Tax Fees (3) | $ | — | $ | — | ||||||||||
All Other Fees (4) | $ | — | $ | — | ||||||||||
| Total | $ | 405,000 | $ | 436,200 | ||||||||||
| Name | Age | Position and Background with the Company | ||||||
| Bradley Heine | 53 | Chief Financial Officer and Accounting Officer (August 16, 2023 - Present). Prior to joining Alico, Mr. Heine served as Senior Vice President - Corporate Controller of Wejo Group Limited, a provider of cloud and software analytics for connected, electric, and autonomous mobility, from August 2021 to July 2023. Prior to that, Mr. Heine served as Vice President - Accounting at IAC InterActive Corp, a holding company comprised of media and internet companies, from December 2019 to August 2021, and in various positions of increasing seniority at Avis Budget Group Inc., a rental car company, from September 2007 to October 2019. Mr. Heine is a | ||||||
| Danny Sutton | 51 | President and GM of | ||||||
| James Sampel | 59 | Chief Information Officer (December 2015 – Present). Prior to joining Alico, Mr. Sampel was Chief Information Officer and Managing Director of Greenwich Associates, a research based consulting firm servicing the financial services industry; Director of Information Technology for 454 Life Sciences Corporation, an early–stage life sciences equipment manufacturing company; and Manager of Advanced and Emerging Technology for Perkin Elmer, a Fortune 200 manufacturer of life sciences and laboratory equipment. Previous roles with Perkin Elmer included: Manager of Global Infrastructure, Senior Network Architect, Senior Systems Analyst, Software Support Supervisor and Field Service Engineer. Mr. Sampel received a B.S. in Electronics Engineering Technology from DeVry University and a M.B.A. in Information Systems from Pace University. | ||||||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE FOR THEIR ELECTION AS DIRECTORS.
are selected based on their expertise and independence in accordance with current SEC and the Nasdaq Stock Market Rules (the “Nasdaq Rules”).
Board.
Board.
Directors
To be considered independent under
The Board of Directors has determined that therethey may relate to us and our management. There are no materialfamily relationships between or among the Company and eachdirectors, the director nominees or Executive Officers of Mr. Brokaw, Mr. Fishman, Mr. Slack, Mr. Eisner (who is not standing for re-election), Ms. English, Mr. Krusen, Mr. Purse, and Mr. Putnam. Accordingly, Mr. Brokaw, Mr. Fishman, Mr. Slack, Mr. Eisner (who is not standing for re-election), Ms. English, Mr. Krusen, Mr. Purse, and Mr. Putnam qualify as, and are determined to be, independent as of January 1, 2023 in accordance with the Nasdaq Rules and the Sarbanes-Oxley Act of 2002.
Company.
The
The
Majority voting standard for election Our Nominating and Governance Committee monitors the effectiveness of Directors
Underthe Corporate Governance Principles. Our Compensation Committee assesses and monitors whether any of our Bylaws, in uncontested elections (that is, wherecompensation policies and programs has the number of nomineespotential to encourage excessive risk-taking. The Board does not exceedbelieve that its role in the numberoversight of directors to be elected), nominees for Director must receiveour risks affects the affirmative vote of a majority of the votes cast in order to be elected to the Board of Directors. Any incumbent Director who receives a greater number of votes “against” the Director’s election than votes “for” is required to offer to submit his or her resignation to the Board of Directors following the shareholder vote. The Nominating and Corporate Governance Committee will consider and recommend to the Board of Directors whether to accept the resignation offer. The Board of Directors will act on such recommendation and publicly disclose its decision within 90 days following the shareholder vote. This process allows the Board of Directors the opportunity to identify and assess the reasons for the vote, including whether the vote is attributable to
dissatisfaction with a Director’s overall performance or is the result of shareholder views on a particular issue.
sustainability
. The Sustainability Report, and other information on our website, are not incorporated by reference in this Proxy Statement.Shareholders
Executive Committee
Although the Board of Directors of the Company had historically appointed an Executive Committee as a standing committee, the Company has not found it necessary to convene any meetings of the Executive Committee over the past several years, preferring to engage the entire Board of Directors in actions appropriate for Board consideration and action. Accordingly, during fiscal year 2021, the Executive Committee was eliminated by the Board of Directors as a standing committee of the Company.
Audit Committee
The Audit Committee acts on behalfeach of the Board of Directorscommittees and committee Chairpersons are set forth in fulfilling the Board of Directors’ oversightfollowing chart.
| Name | Compensation | Audit | Nominating and Governance | Sustainability and Corporate Responsibility | |||||||||||||
| George R. Brokaw | |||||||||||||||||
| Kate English | X | Chairperson | X | ||||||||||||||
| Benjamin D. Fishman | X | X | |||||||||||||||
| John E. Kiernan | X | ||||||||||||||||
| W. Andrew Krusen, Jr. | X | Chairperson | |||||||||||||||
| Toby K. Purse | Chairperson | X | X | ||||||||||||||
| Adam Putnam | X | X | Chairperson | ||||||||||||||
| Henry R. Slack | X | ||||||||||||||||
The Compensation Committee is currently composed of The Sustainability Report and other information on Alico’s website are not incorporated by reference in this Proxy Statement. The charter, the contents of the Company’s website and the Investors webpage are not incorporated by reference in this Proxy Statement. Company contact information and procedures are also included on the Company’s website at However, in connection with the certain letter agreement entered into by Mr. Kiernan and the Company, dated May 15, 2023 (the “Kiernan Letter Agreement”), as described further below, Mr. Kiernan determined to revoke such waiver effective October 1, 2022. The annual cash retainer paid to Mr. Kiernan for his service as a director for fiscal year 2023 is set forth in the Summary Compensation Table below. for such information has been omitted from the table below. For a complete understanding of the table, please read the footnotes and the narrative disclosures that follow the table. Fees Earned Stock Awards (1) Total Name ($) ($) ($) George R. Brokaw $ — 75,000 $ 75,000 R. Greg Eisner $ — 75,000 $ 75,000 Katherine R. English $ — 78,750 $ 78,750 Benjamin D. Fishman $ — 111,250 $ 111,250 W. Andrew Krusen, Jr. $ — 85,000 $ 85,000 Toby K. Purse $ — 80,000 $ 80,000 Adam H. Putnam $ — 80,000 $ 80,000 Henry R. Slack $ — 75,000 $ 75,000 Compensation Committee ReportThe Audit Committee’s Charter is available on the Company’s website at http://www.alicoinc.comwww.alicoinc.com/, in the Governance section of the Investors webpage, and is available in printed form upon request from the Corporate Secretary, 10070 Daniels Interstate Court Suite 200, Fort Myers, FL33913.The Audit Committee is currently composed of four directors: W. Andrew Krusen, Jr. (Chairman), Benjamin D. Fishman, Toby K. Purse and Adam H. Putnam. All members of the Audit Committee are independent in accordance with the applicable Nasdaq Rules. The Board has determined that each of W. Andrew Krusen, Jr., Benjamin D. Fishman, Toby K. Purse and Adam H. Putnam meets the “financial literacy” requirement for Audit Committee members under Nasdaq Rules and Mr. Krusen qualifies as an “audit committee financial expert” within the meaning of the SEC rules. The Audit Committee met five times in fiscal year 2023.Compensation CommitteeThe Compensation Committee’s responsibilities include:•determining and approving the compensation of the Chief Executive Officer;26•advising on and approving the compensation for other executive officers;•advising on and approving the compensation philosophies, goals and objectives for the executive officers;•making recommendations to the Board with respect to long-term incentive compensation and equity-based plans, including director compensation; and•providing oversight of the Company’s compensation policies, plans and benefits programs.The Compensation Committee is governed by a written charter adopted and approved by the Board. The Compensation Committee’s Charter is available on the Company’s website at www.alicoinc.com/, in the Governance section of the Investors webpage and is available in printed form upon request from the Corporate Secretary, 10070 Daniels Interstate Court Suite 200, Fort Myers, FL 33913.The Audit Committee is currently composed of five Directors: W. Andrew Krusen, Jr. (Chairman), R. Greg Eisner (who is not standing for re-election), Benjamin D. Fishman, Toby K. Purse andAdam H. Putnam. All members of the Audit Committee are independent in accordance with the applicable Nasdaq Rules. The Board of Directors has determined that Mr. Krusen is qualified to serve, and has been designated, as the Audit Committee Financial Expert. The Audit Committee met four times in fiscal year 2022.Compensation CommitteeThe Compensation Committee is responsible for the following:•determining and approving the compensation of the Chief Executive Officer;•advising on and approving the compensation for other executive officers;•advising on and approving the compensation philosophies, goals and objectives for the executive officers;•making recommendations to the Board of Directors with respect to long-term incentive compensation and equity-based plans, including Director compensation; and•providing oversight of the Company’s compensation policies, plans and benefits programs.The Compensation Committee is governed by a written charter adopted and approved by the Board of Directors. The Compensation Committee’s Charter is available on the Company’s website at http://www.alicoinc.com, in the Governance section of the Investors webpage and is available in printed form upon request from the Corporate Secretary, 10070 Daniels Interstate Court Suite 200, Fort Myers, FL 33913.four Directors:three directors: Toby K. Purse (Chairman), R. Greg Eisner (who is not standing for re-election), Katherine R. English and W. Andrew Krusen, Jr. The Board of Directors has determined that Ms. English and Messrs. Purse, Eisner and Krusen are independent under the Nasdaq Rules. The Compensation Committee met three timesonce in fiscal year 2022. The Compensation Committee engaged Semler Brossy Consulting Group, LLC in fiscal year 2022 to provide advice about compensation-related matters.Compensation Committee Interlocks and Insider ParticipationNone of the current members of the Compensation Committee is an officer or employee of the Company or was formerly an officer of the Company. In addition, there are no interlocking relationships between any of these Directorsdirectors and any other current Executive Officer of the Company, and each of the Committee members is independent under the Nasdaq Rules.Nominating and Governance CommitteeThe Nominating and Governance Committee is responsible for the following:Committee’s responsibilities include:•reviewing annually the performance of the Board;Board of Directors;•recommending nominees to serve on the Board of Directors to fill new positions or vacancies;•reviewing performance and qualifications of Directors before they stand for re-election;•leading the Board in its annual review of the Board’s and management’s performance; and•reviewing corporate governance guidelines to assure their relevance to and compliance withassessing the adequacy of the Company’s current situationCorporate Governance Principles and recommending any proposed changes to these principles to the Board of Directors for its consideration and approval.The Nominating and Governance Committee’s Charter is available on the Company’s website at http://www.alicoinc.com,www.alicoinc.com/, in the Governance section of the Investors webpage and is available in printed form upon request from the Corporate Secretary, 10070 Daniels Interstate Court Suite 200, Fort Myers, FL33913.Currently, the four members of the Nominating and Governance Committee are Katherine R. English (Chairperson), Adam H. Putnam, Toby K. Purse and Henry R. Slack. The Board of Directors has determined that Ms. English, Mr. Putnam, Mr. Purse, and Mr. Slack are independent under the Nasdaq Rules. The Nominating and Governance Committee met two timestwice during fiscal year 2022.2023.There were no fees or expenses paid to a third party in fiscal year 20222023 for the identification or evaluation of potential Directordirector nominees.The Nominating and Governance Committee has adopted a formal policy with regard to the consideration of any Directordirector candidates recommended by shareholders. Subject to the foregoing, the criteria for consideration of shareholder recommendations are as follows: (a) for each Annual Meeting of the Company’s shareholders, the27Nominating and Governance Committee will accept for consideration only one recommendation from any shareholder or affiliated group of shareholders; (b) only candidates who satisfy the Company’s minimum qualifications for Directorsdirectors will be considered; and (c) in considering shareholder recommendations, the Nominating and Governance Committee will take into account, among other factors, the size and duration of the recommending shareholder’s ownership interest in the Company and whether the shareholder intends to continue holding that interest through the Annual Meeting date.Sustainability and Corporate Responsibility CommitteeAlico believes sustainable practices support long term ecological balance, environmental soundness and social equity.equity, and maximize value for its customers and shareholders in the long term. The Sustainability and Corporate Responsibility Committee reviews and approves sustainability goals and progress towards those goals and reviews the Company’s annual published sustainability report. Alico’s sustainability policies and its inauguralsecond annual sustainability reportSustainability Report are posted on our website at http://www.alicoinc.com/sustainability.The Sustainability and Corporate Responsibility Committee is governed by a written charter adopted and approved by the Board of Directors.Board. The Sustainability and Corporate Responsibility Committee Charter is available on the Company’s website at http://www.alicoinc.com,www.alicoinc.com/, in the Governance section of the Investors webpage and is available in printed form upon request from the Corporate Secretary, 10070 Daniels Interstate Court Suite 200, Fort Myers, FL 33913.The Sustainability and Responsibility Committee is currently composed of four Directors:three directors: Adam H. Putnam (Chairman), R. Greg Eisner (who is not standing for re-election), Katherine R. English and Benjamin D. Fishman. The Board of Directors has determined that Ms. English and Messrs. Putnam Eisner and Fishman are independent under the Nasdaq Rules. The Sustainability and Responsibility Committee met two timesonce in fiscal year 2022.2023.Code of Business Conduct and Ethics and Corporate Governance PrinciplesThe Board of Directors has adopted a Code of Business Conduct and Ethics that is applicable to all Directors,directors, officers and employees. The code covers all areas of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, compliance with all applicable laws and regulations and oversight and compliance. The Board of Directors has also adopted Corporate Governance Principles to guide its own operations. Both documents are available on the Company’s website at http://www.alicoinc.comwww.alicoinc.com/ in the Governance section of the Investors webpage and are available in printed form upon request from the Corporate Secretary, 10070 Daniels Interstate Court, Suite 200, Fort Myers, FL 33913.Anti-Hedging PolicyOur Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securitiesas such transactions allow the directors, officers or employees to continue to own the covered securities, but without the full risks and rewards of ownership.When that occurs, the directors, officers and employees may no longer have the same objectives as the Company’s other shareholders.Communications with DirectorsShareholders and other interested parties may communicate with the Board of Directors by forwarding written comments to the Corporate Secretary at Alico, Inc., 10070 Daniels Interstate Court, Suite 200, Fort Myers, FL 33913,, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered to the Company for forwarding to members of the Board of Directors will be forwarded in accordance with the shareholder’s instructions. However, the Company reserves the right not to forward to members of the Board of Directors any abusive,28threatening, or otherwise inappropriate materials. Thehttp://www.alicoinc.comBoard of Directors MeetingsThe Board of Directors MeetingsThe Board met six times and acted by written consent fourfive times during the fiscal year 2022. Each Directorended September 30, 2023. During the fiscal year ended September 30, 2023, each director attended at least 75% of the aggregate of (i) all meetings of the Board and (ii) all meetings of Directors meetings and committee meetings held by allthe committees on which they served.the director served during the period in which he or she served as a director. It is the Company’s policy to strongly encourage its Directorsdirectors to attend the Annual Meeting of Shareholders, in addition to attendance at regular Board of Directors and committee meetings. All of the members of the Board of Directors (who were members of the Board of Directors or were Director–director–nominees of the Board of Directors at the time of the 20222023 Annual Meeting of shareholders) attended the 20222023 Annual Meeting of Shareholders, either telephonically or in person.29DIRECTOR COMPENSATIONDirector FeesUnder our director compensation arrangement that became effective on April 1, 2013 (the “Director Compensation Plan”), our Directorsdirectors (including employee directors) are eligible to receive an annual fee of $75,000 in cash. No additional fees are payable for attendance at each Board of Directors meeting. For service as a standing committee chairman, Directorsdirectors are paid an additional $5,000 annually, with the exception of the chairman of the Audit Committee, who receives an additional total of $10,000 annually and the Chairman of the Board, who receives an additional total of $50,000 annually. Mr. Brokaw has waived the additional fee for serving as the Chairman of the Board. All annual fees are payable on a quarterly basis.Historically, Mr. Kiernan has waived any director compensation while he is employed as the Company’s President and Chief Executive Officer.Prior to the beginning of each calendar year, each Directordirector may elect to receive all or any portion of his or her Directordirector fees, including those received for chairing any committee, in the form of common stock with a market value at the time of such quarterly installment equal to 100% of the amount of such fees otherwise payable in cash.Additional ArrangementsThe Company pays for or provides (or reimburses its Directorsdirectors for out-of-pocket costs incurred for) transportation, hotel, food and other incidental expenses related to attending Board, of Directors, committee or Company meetings, or participating in Directordirector education programs and other Directordirector orientation or educational meetings.20222023 Director CompensationThe following table provides information concerning the compensation of the Company’s Directorsdirectors for the fiscal year ended September 30, 2022.2023. As of September 30, 2022,2023, there were no stock options outstanding for any Director,director, relating to director services. Accordingly, the column
or Paid in
Cash30Fees Earned
or Paid in
CashStock Awards (1)Total Name ($) ($) ($) George R. Brokaw $ — $ 75,000 $ 75,000 Katherine R. English $ — $ 80,000 $ 80,000 Benjamin D. Fishman $ — $ 75,000 $ 75,000 W. Andrew Krusen, Jr. $ — $ 85,000 $ 85,000 Toby K. Purse $ — $ 80,000 $ 80,000 Adam H. Putnam $ — $ 80,000 $ 80,000 Henry R. Slack $ — $ 75,000 $ 75,000 R. Greg Eisner (2)$ — $ 37,500 $ 37,500 (1)Totals represent the value of common stock received in lieu of cash fees pursuant to each Director’sdirector’s election under the Stock Incentive Plan of 2015 and the Director Compensation Plan, as recognized for financial statement reporting purposes with respect to fiscal year 2022,2023, which for all grants were equal to the grant date fair value, computed in accordance with FASB ASC 718. Directors who so elect are granted shares of common stock in lieu of cash fees on a quarterly basis each year. All awards are vested upon grant and thus there are no outstanding unvested stock awards.Executive OfficersThe following table sets forth certain information on each(2)Mr. Eisner ceased serving as a member of the Executive Officersboard following the Company’s annual meeting of the Company as of the record date. Information for Mr. Kiernan is set forth in the above section of the Proxy Statement entitled “Nominees for Directors to be Elected at the 2023 Annual Meeting of Shareholders to serve until 2024.”
shareholders on February 23, 2023.NameAgePosition and Background with the CompanyPerry Del Vecchio55Chief Financial and Accounting Officer (September 6, 2022 – Present). Prior to Mr. Del Vecchio serving as Chief Financial and Accounting Officer, Mr. Del Vecchio served as Vice President and Controller for Lexyl Travel Technologies LLC, a global travel technology company, from October 2021 through September 2022. Prior to that, he was Controller for Fulcrum Hospitality LLC, a hospitality asset management and real estate investment company, from November 2018 to October 2021. He held finance management positions at Advantage Rent A Car from June 2017 to November 2018, including as Vice President of Finance. Mr. Del Vecchio held various finance management positions within the Hertz organization over a period of 22 years from March 1995 to April 2017, including having served as a senior finance leader for the Hertz organization’s $6 billion US Rent A Car division during part of his tenure with that company. Mr. Del Vecchio earned his M.B.A. degree from Montclair State University and earned CPA credentials while an auditor with Deloitte & Touche.Danny Sutton50President of Alico Citrus (November 2017–Present). Prior to Mr. Sutton serving as President of Alico Citrus, Mr. Sutton served as Alico’s VP of Citrus Operations (May 2017–November 2017) and Alico’s Director of Citrus (April 2006–May 2017). Mr. Sutton has been with Alico, Inc. since January 1999. Before joining the Company, Mr. Sutton was employed by Hilliard Brothers of Florida, a company involved in citrus, sugarcane and cattle. Mr. Sutton is a member of the Florida Department of Citrus Board, and the Gulf Citrus Growers Association Board. Mr. Sutton earned a B.S. in Citrus Business from Florida Southern College.James Sampel58Chief Information Officer (December 31, 2015–Present). Prior to joining Alico, Mr. Sampel was CIO and Managing Director of Greenwich Associates, a research based consulting firm servicing the financial services industry; Director of Information Technology for 454 Life Sciences Corporation, an early–stage life sciences equipment manufacturing company; and Manager of Advanced and Emerging Technology for Perkin Elmer, a Fortune 200 manufacturer of life sciences and laboratory equipment. Previous roles with Perkin Elmer included: Manager of Global Infrastructure, Senior Network Architect, Senior Systems Analyst, Software Support Supervisor and Field Service Engineer. Mr. Sampel earned his M.B.A. in Information Systems from Pace University and his B.S. in Electronics Engineering Technology from DeVry University.Family RelationshipsThere are no family relationships between or among the Directors, the Director nominees or Executive Officers of the Company.
2023.
R. Greg Eisner
The Company’s compensation philosophy and program design is intended to support the Company’s business strategy and align executives’ interests with those of shareholders and
employees. A significant portion of the Company’s executive compensation opportunity is related to factors that influence shareholder value, including return on assets, long-term stock performance, and operational performance. The Company believes that as an executive’s responsibilities increase, so should the proportion of his or her total pay composed of variable compensation and tied to long-term shareholder value creation.
At
Executive Compensation Program and Philosophy
Pay Mix Board. of salary determined at the 2021. Indemnification Agreements 2023. Furthermore, the applicable stock price hurdles had not been achieved by December 30, 2023 and as a result the remaining unvested options were forfeited on such date. exclusive of certain legacy performance-based compensation that meets applicable requirements. However, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) generally eliminated the ability to deduct compensation qualifying for the “performance-based compensation” exception under Code Section 162(m) for tax years commencing after December 31, 2017. Name and Principal Fiscal Year Salary(c) Bonus(d) Stock Option All Other Total(j) John E. Kiernan (1) 2022 $ 386,308 $ 125,000 $ 778,050 $ — $ 52,725 $ 1,342,083 President and Chief Executive Officer 2021 $ 360,000 $ 300,000 $ 103,505 $ — $ 32,622 $ 796,127 2020 $ 360,000 $ 241,500 $ — $ — $ 23,909 $ 625,409 Richard Rallo, CPA (2) 2022 $ 213,586 $ — $ 25,026 $ — $ 39,016 $ 277,628 Senior Vice President, Chief Financial Officer and 2021 $ 275,000 $ 75,000 $ 17,901 $ — $ 25,897 $ 393,798 Accounting Officer and Corporate Secretary 2020 $ 275,000 $ 53,625 $ — $ 102,400 $ 24,744 $ 455,769 Perry Del Vecchio (3) 2022 $ 12,923 $ 25,000 $ 25,025 $ — $ 374 $ 63,322 Chief Financial Officer 2021 $ — $ — $ — $ — $ — $ — 2020 $ — $ — $ — $ — $ — $ — Danny Sutton (4) 2022 $ 292,713 $ 50,000 $ 25,026 $ — $ 25,741 $ 393,480 President of Citrus 2021 $ 275,000 $ 75,000 $ 20,649 $ — $ 25,638 $ 396,287 2020 $ 275,000 $ 61,875 $ — $ 102,400 $ 24,787 $ 464,062 James Sampel (5) 2022 $ 228,860 $ 35,000 $ 17,525 $ — $ 20,371 $ 301,756 Chief Information Officer 2021 $ 215,000 $ 52,500 $ 15,009 $ — $ 20,026 $ 302,535 2020 $ 215,000 $ 45,000 $ — $ 51,200 $ 19,465 $ 330,665 Chief Financial Officer on September 6, 2022 and continued in that capacity until his resignation on August 16, 2023. In addition, the amount reported for Mr. Kiernan Mr. Heine’s discretionary bonus for fiscal year 2023 was prorated to reflect his employment start date with us. In addition, as Mr. Del Vecchio resigned from his employment prior to the end of fiscal year 2023 he was not eligible to receive a discretionary bonus for such year. Name Perquisites Company Insurance Total John E. Kiernan $ 24,486 $ 12,000 $ 16,239 $ 52,725 Richard Rallo, CPA $ 1,459 $ 8,647 $ 8,910 $ 19,016 Perry Del Vecchio $ 374 $ — $ — $ 374 Danny Sutton $ 3,615 $ 12,024 $ 10,102 $ 25,741 James Sampel $ 2,373 $ 7,269 $ 10,729 $ 20,371 Estimated future payouts under non-equity incentive plan awards Estimated future payouts under equity incentive plan awards All other stock awards: Number of shares of stock Grant date fair value of stock and option awards ($) Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) John E. Kiernan 10/15/2021 — — — — — — 2,500 86,025 4/1/2022 — — — — — — 5,000(1) 189,900 5/18/2022 — — — — — — 12,500(1) 502,125 4/1/2022 ABP 110,000(2) 320,000(2) 330,000(2) — — — — — 4/1/2022 LTIP 200,000(3) 600,000(3) 1,000,000(3) — — — — — 4/1/2022 — — — — 20,000(4) — — 736,200 Richard Rallo 11/5/2021 — — — — — — 674(5) 25,026 Perry Del Vecchio 9/6/2022 — — — — — — 747 25,025 Danny Sutton 11/5/2021 — — — — — — 674 25,026 James Sampel 11/5/2021 — — — — — — 472 17,525 Kiernan would be eligible and entitled to short-term and long-term incentive cash and equity bonuses. Period of Employment Annual Salary Rate Effective Date through September 30, 2022 $ 400,000 October 1, 2022 through September 30, 2023 $ 425,000 October 1, 2023 through September 30, 2024 $ 450,000 Under the terms of the Kiernan Bonus Agreement, as amended by the Kiernan Letter Agreement, Mr. Kiernan is eligible to earn a long term cash flow bonus, long term return of capital bonus, and long term real estate bonus (collectively, the “Kiernan Long Term Retention Bonus”), and with respect to the period beginning October 1, 2021, through September 30, 2024 (the “Kiernan Long Term Period”) in accordance with the specific performance metrics set forth in the Kiernan Bonus Agreement. Fifty percent of the Kiernan Long Term Retention Bonus shall be earned Service (as defined in the respective award agreement) not having occurred as of or prior to the applicable vesting date. The restricted shares will also fully vest upon a Termination of Service by the Company without Cause or, following a Change in Control, due to a resignation by Mr. Kiernan for Good Reason (each as defined in the respective award agreement). Price Per Share Threshold Number of Shares Granted $35 per share 5,000 restricted shares $40 per share 12,500 restricted shares $45 per share The Del Vecchio Employment Agreement included various restrictive covenants in favor of the Company, including a confidentiality covenant, a non-disparagement covenant, and 12-month post-termination noncompetition and customer and employee non-solicitation covenants. Outstanding Equity Awards at Fiscal Year End 2023 Option Exercises and Stock Vested in Fiscal Year Option Awards Stock Awards Name Number of shares acquired on exercise (#) Value realized on exercise ($) Number of shares acquired on vesting (#) Value realized on vesting ($) John E. Kiernan — $ — 6,079 $ 229,118 Richard Rallo 8,000 $ 24,320 619 $ 23,330 Perry Del Vecchio — $ — — $ — Danny Sutton — $ — 714 $ 26,911 James Sampel 3,000 $ 24,120 519 $ 19,561 the Effective Date but prior to September 30, 2024, then Mr. Kiernan would be entitled to receive a pro-rata portion of the Kiernan Long Term Retention Bonus. Sale Price Per Share Percentage Applied >$35 and <$40 ≥$40 and <$45 ≥$45 and <$50 ≥$50 and <$55 ≥$55 The following table sets forth estimates of the amounts payable to each of the NEOs under their respective employment agreements, assuming a change of control occurred on September 30, Named Executive Officer Termination Resignation for Termination John E. Kiernan $ 600,000 $ — $ 600,000 Perry G. Del Vecchio $ 60,000 $ — $ 60,000 Danny Sutton $ 433,116 $ — $ 433,116 Compensation Table”. Our median employee’s total compensation for fiscal year 2022 2021 Audit Fees(1) $ 436,200 $ 291,250 Audit Related Fees(2) $ — $ — Tax Fees(3) $ — $ — All Other Fees(4) $ — $ — Total $ 436,200 $ 291,250 By Order of the Board of Directors /s/ Mary Molina Mary Molina Corporate SecretaryEach year, the Compensation Committee reviews the Company’s financial performance and evaluates each executive’s role in influencing such performance to determine if, and to what extent, each NEO’s individual contribution merited discretionary compensation. The Compensation Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude, and leadership, to assess performance, taking into account the financial condition of the Company and the contribution of the NEOs in the context of relevant32conditions. Conditions may include many factors beyond the executive’s control, such as weather, commodity prices, and strategic opportunities.Compensation ConsultantsThe Compensation Committee makes recommendations to the Board of Directors for all aspects of executive compensation, including the structure and design of the compensation program. The Compensation Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions of their engagement. The Compensation Committee, from time to time, has engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as an independent consultant to advise the Compensation Committee with respect to the Company’s compensation program, and to perform various related studies and projects.Semler Brossy interacts and reports directly toHowever, the Compensation Committee when engaged. Semler Brossy provides services only to the Compensation Committee as an independent consultant and doesdid not have any other consulting engagements with, or provide any other services to, Alico. The independence of Semler Brossy has been assessed according to factors stipulated by the SEC and the Compensation Committee concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Compensation Committee.During fiscal year 2022, the Compensation Committee engagedengage Semler Brossy to adviseprovide any advice on certain compensation matters with respect to executive officers.As noted above, the Compensation Committee believes that a significant portion of each executive’s compensation opportunity should be composed of variable compensation and should be tied to value creation for shareholders. The Compensation Committee believes that this mix provides an appropriate balance between the fixed compensation required to attract and retain qualified individuals and the Compensation Committee’s goal of ensuring that executive compensation rewards performance that benefits shareholders over the long term.Base SalariesBase salaries for the Company’s NEOs are based on their scope of responsibilities, education and training levels, leadership abilities, performance and specialized skills. Determination of salaries is based on the Company’s financial performance, overall financial condition, individual performance, and the current competitive market environment, and may include a review of the Company’s peer group and other relevant data. Because the Compensation Committee wishes to incentivize executives with pay for performance, base salary levels of the Company are generally lower than the market median.Annual Discretionary Cash BonusesThe Company has an annual discretionary cash bonus program. The Compensation Committee works closely with the Chief Executive Officer and Chief Financial Officer to evaluate the Company’s financial performance and overall financial condition to determine whether or not discretionary bonuses are to be paid for the particular fiscal year.When the Compensation Committee determines that the interests of the Company and its shareholders would be served by the payment of discretionary bonuses, the Compensation Committee considers the individual performance of each executive and his or her role in influencing Company performance and the financial condition of the Company. In the case of NEOs other than the CEO, these evaluations are based in part on input from the Company’s CEO regarding each executive’s performance. All Compensation Committee actions regarding the discretionary bonuses are subject to the review and approval of the Board of Directors.Mr. Kiernan is also eligible to earn certain performance-based bonuses, as described in further detail in “Executive Compensation—Employment Agreements with Named Executive Officers” below.Retirement BenefitsExecutive officers are allowed to participate in the Company’s tax-qualified 401(k) and Profit Sharing Plan offered to all full-time employees. Under the plan, the Company matches each participating employee’s elected contribution to the plan with an employer contribution, but with such match not to exceed 4% of a participating employee’s eligible compensation. In addition to the mandatory matching contribution, annual discretionary contributions, based on a percentageBoard of Directors’Boards’ sole discretion, may be contributed by the Company33pursuant to the qualified profit-sharing portion of the plan. There were no such discretionary contributions authorized in fiscal years 2023, 2022 2021 or 2020.Health and Welfare Benefits, Perquisites, and Other Fringe BenefitsThe Company’s executive officers receive health and insurance benefits, such as group medical and life insurance, under plans generally available to all salaried employees. Other fringe benefits consist of supplemental life insurance, Company-provided vehicles, and dividends paid on unvested stock where appropriate. The Company does not own a corporate jet or helicopter, nor does it pay for country club dues or other such perquisites.Compensation Risk AssessmentFrom time to time, a comprehensive assessment is conducted to identify potential risks within the Company’s compensation program. The Company does not use highly leveraged short-term incentives that could encourage short-term, high-risk strategies at the expense of long-term performance and value. Furthermore, the Compensation Committee is involved in making compensation decisions that are consistent with the Company’s business strategy. The Company’s compensation program promotes consistent annual performance by including weighting variable compensation so that it rewards executives for favorable operating and financial performance.Employment AgreementsThe Company entered into an employment agreement and associated bonus agreement with Mr. Kiernan on April 1, 2022 and entered into an employment agreement with Mr. Del VecchioHeine on September 6, 2022.August 16, 2023. These employment and bonus agreements are intended to provide continuity and stability in the leadership of our organization. Mr. Kiernan’s employment and bonus agreements generally provide for an annual base salary (subject to a specified minimum), sign-on bonus, target annual cash bonuses based on different identified achievements, long term incentive cash bonuses based on different identified achievements, restricted share grants with vesting terms, grants of Company shares tied to long-term performance, severance upon a qualifying termination of employment, a termination bonus upon a Change in Control, and restrictive covenants. Mr. Del Vecchio’sHeine’s employment agreement generally provides for an annual base salary (subject to specified minimums), sign on bonus, target annual cash bonuses, restricted share grants with vesting terms, eligibility for grants of Company shares tied to long-term performance, severance upon a qualifying termination of employment, and restrictive covenants. The employment and bonus agreements are described in further detail in “Executive Compensation-Employment Agreements with Named Executive Officers” below.The Company has entered into Indemnification Agreements with each of its Named Executive Officersnamed executive officers and Directorsdirectors (each, an “Indemnified Party”). Pursuant to the terms of the agreements, the Company agreed to indemnify each Indemnified Party to the fullest extent permitted by applicable law, against all expenses, judgments, and fines incurred in connection with any legal proceeding brought against an Indemnified Party by reason of the fact that he or she is or was an officer or Directordirector of the Company or by reason of any action taken by him or her while acting on behalf of the Company. The Company also agreed to maintain directors’ and officers’ liability insurance policies at existing coverage levels for as long as an Indemnified Party continues to serve as an officer or Directordirector of the Company and for a period of six years thereafter.Stock Ownership Guidelines for CEO and DirectorsThe Company believes that its CEO should have a financially significant investment in the Company so that his or her interest and the interest of the Company’s shareholders are aligned. In furtherance of this goal, in January 2013, the Board of Directors adopted a CEO Stock Purchase Policy requiring the CEO to beneficially own shares in the Company with a value equal to the higher of the market value or the price at which the CEO acquired the stock that is equal to or greater than $250,000 or the lesser amount applicable to a phase-in period (the “Company CEO Target Stock Ownership Requirement”), determined as of the end of each fiscal year. During the phase-in period, the CEO who is phasing-in ownership must own, as of each measurement date (as described below) and at all times thereafter while he or she is the CEO of the Company, stock in the Company with a market value at least equal to or greater than the phase-in Company CEO Target Ownership Requirement as follows: The CEO must (i) have ownership of $50,000 in Company common stock, at the end of the fiscal year during which the CEO is hired (the “first measurement34date”), (ii) have ownership of $150,000 in Company common stock at the end of the next fiscal year after the first measurement date, and (iii) have ownership of $250,000 in Company common stock at the end of the second fiscal year after the first measurement date. As Mr. Kiernan previously met the Company CEO Target Stock Ownership Requirement, throughout fiscal year 2022 andhe is nowcurrently subject to the fully phased inphased-in requirement.In 2005, the Board of Directors adopted, and the Company’s shareholders approved, a Directordirector stock purchase policy requiring that all Directorsdirectors own Alico common stock with a market value (or cost, if higher) that is equal to or greater than $200,000 or such lesser amount as is applicable to a phase-in period (the “Company Director Target Stock Ownership Requirement”). To provide Directorsdirectors serving on the Board of Directors as of the date of the adoption of this policy and new Directors who subsequently join the Board of Directors the opportunity to meet this requirement over a reasonable period of time, each such Directordirector has three years to achieve the overall Company Director Target Stock Ownership Requirement. If the Directordirector is elected to the Boardof Directors at a time when there is less than four months remaining in the fiscal year, then the three-year period for overall compliance with the Company Director Target Stock Ownership Requirement would be extended until two years following the end of the next full fiscal year. The Company Director Target Stock Ownership Requirement is measured at the end of the phase-in period and annually thereafter at the end of each fiscal year. Throughout fiscal year 2022,2023, all of our Directors, except for Mr. Fishman,directors met the applicable Company Director Target Stock Ownership Requirement. Mr. Fishman, as a result of a change in his position with Arlon, which received all Alico shares Mr. Fishman earned as an Alico director between 2013 and 2021 and did not meet the stock ownership requirements. The Company has consulted with Mr. Fishman and he is working to get back into compliance with the Company Director Target Stock Ownership requirement.Incentive Stock Option GrantsIncentive stock option grants (“ISO Grants”) of 118,000 options to certain executive officers, officers and managers were granted on October 11, 2019. The option exercise price for these options was set at $33.96, the closing price on October 11, 2019. These ISO Grants willwere scheduled to vest as follows: (i) 25% of the options willwould vest if the price of the Company’s common stock during a consecutive 20-trading day period exceedsexceeded $35.00; (ii) 25% of the options willwould vest if the price of the Company’s common stock during a consecutive 20-trading day period exceedsexceeded $40.00; (iii) 25% of the options willwould vest if the price of the Company’s common stock during a consecutive 20-trading day period exceedsexceeded $45.00; and (iv) 25% of the options willwould vest if the price of the Company’s common stock during a consecutive 20-trading day period exceedsexceeded $50.00. If the applicable stock price hurdles havewere not been achieved by (A) the date that is 18 months following the termination of employment, if the employment is terminated due to death or disability, (B) the date that is 12 months following the termination of employment, if the employment is terminated by the Company without cause, with good reason, or due to the retirement, or (C) the date of the termination of the employment for any other reason, then any unvested options willwould be forfeited. In addition, if the applicable stock price hurdles havewere not been achieved by December 30, 20222023, then any unvested options willwould be forfeited. The ISO Grants willwould also become vested to the extent that the applicable stock price hurdles arewere satisfied in connection with a change in control of the Company. During the fiscal year ended September 30, 2022,2023, the stock did not trade above $40.00 per share for twenty consecutive days (the $35.00 per share threshold was met during fiscal year 2020 and thus 25% was previously vested); accordingly, no additional amounts of the ISO Grants had vested at September 30, 2022.Clawback PolicyWe have adopted a policy for Recovery of Erroneously Awarded Compensation that complies with the new SEC and Nasdaq listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement.Tax Impact on CompensationSection 162(m) of the Internal Revenue Code (the “Code”) places a $1 million limit on the amount of compensation the Company may deduct for tax purposes in any year with respect to each NEO,35In particular, Code Section 162(m) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to anyone who has ever been the Company’s chief executive officer, chief financial officer or one of the three highest compensated officers in any fiscal year beginning after December 31, 2016 (i.e., a “covered employee”). For the Company’s fiscal year 2018 and prior taxable years, an exception to this deduction limit applied to “performance-based compensation,” such as stock options and other equity awards that satisfied certain criteria. Under the Tax Act, the performance-based pay exception to Code Section 162(m) was eliminated, but a transition rule may allow the exception to continue to apply to certain performance-based compensation payable under written binding contracts that were in effect on November 2, 2017.The Compensation Committee considers the deductibility of compensation when designing the Company’s executive compensation program; however, there can be no assurance that all compensation, if and when any is paid to any NEO, will ultimately prove to be deductible to the Company under the Code and applicable U.S. Treasury Regulations. Further, when considered warranted based on competitive or other factors, the Compensation Committee may decide to exceed the deductibility limit under Section 162(m) of the Code or to otherwise pay nondeductible compensation.36Executive CompensationThe following table provides information regarding the compensation of our NEOs for fiscal years 2023, 2022 2021 and 2020.2021. This table should be read in conjunction with the Compensation Discussion and Analysis, which sets forth the objectives and other information regarding our executive compensation program.SUMMARY COMPENSATION TABLE
Position
Grants(e)
Grants(f)
Compensation(i)Name and Principal
PositionFiscal Year Salary(c) Bonus(d) Stock
Awards(e)Non-Equity Incentive Plan Compensation(f) All Other
Compensation(i)Total(j) John E. Kiernan (1)2023 $ 424,519 $ 90,000 $ — $ 294,660 $ 31,763 $ 840,943 President and Chief Executive Officer 2022 $ 386,308 $ 125,000 $ 778,050 $ — $ 52,725 $ 1,342,083 2021 $ 360,000 $ 300,000 $ 103,505 $ — $ 32,622 $ 796,127 Brad Heine (2)2023 $ 29,615 $ 5,000 $ — $ — $ 12,000 $ 46,615 Chief Financial Officer 2022 $ — $ — $ — $ — $ — $ — 2021 $ — $ — $ — $ — $ — $ — Danny Sutton (3)2023 $ 288,747 $ 30,000 $ — $ — $ 24,732 $ 343,478 President of Citrus 2022 $ 292,713 $ 50,000 $ 25,026 $ — $ 25,741 $ 393,480 2021 $ 275,000 $ 75,000 $ 20,649 $ — $ 25,638 $ 396,287 James Sampel (4)2023 $ 225,760 $ 22,500 $ — $ — $ 20,034 $ 268,294 Chief Information Officer 2022 $ 228,860 $ 35,000 $ 17,525 $ — $ 20,371 $ 301,756 2021 $ 215,000 $ 52,500 $ 15,009 $ — $ 20,026 $ 302,535 Perry Del Vecchio (5)2023 $ 232,616 $ — $ — $ — $ 97,961 $ 330,576 Chief Financial Officer 2022 $ 12,923 $ 25,000 $ 25,025 $ — $ 374 $ 63,322 2021 $ — $ — $ — $ — $ — $ — (1)Mr. Kiernan began serving as President and Chief Executive Officer on July 1, 2019. Prior to serving as President and Chief Executive Officer, Mr. Kiernan served as Senior Vice President and Chief Financial Officer.(2)Mr. RalloHeine began serving as Senior Vice President and Chief Financial and Accounting Officera consultant on July 1, 201931, 2023, and continued in that capacity until his resignation on May 31, 2022. Prior to serving as Senior Vice President and Chief Financial and Accounting Officer, Mr. Rallo served as Chief Accounting Officer. On May 17, 2022, Richard Rallo notified the Company of his decision to resign from his role as the Company’s Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)effective as of May 31, 2022. Column (i) includes $20,000 earned by Mr. Rallo under his consulting agreement for the period June 2022 through September 2022.(3)August 16, 2023.Mr. Del Vecchio began serving as Chief Financial Officer on September 6, 2022.(4)(3)Mr. Sutton began serving as President and GM of Alico Citrus on November 1, 2017. Prior to serving as President and GM of Alico Citrus, Mr. Sutton served as Alico's Vice President of Citrus Operations.(5)(4)Mr. Sampel began serving as Chief Information Officer on December 31, 2015.Columns ((g)-(h)) have been omitted(5)Mr. Del Vecchio began serving as they are not applicable.Salary (Column (c))The amounts reported in Column (c) represent base salaries paid to each of the NEOs for each of the last three completed fiscal years.37Bonuses (Column (d))The amounts reported in Column (d) represent discretionary bonuses paid to each of the NEOs for the last three completed fiscal years (or fewer, as applicable), as indicated.Stock Grants (Column (e))The amount reported in Column (e) represents the grant date value of shares granted under Restricted Stock Award Agreements entered into by the CEO and the Company and by eachcertain of the NEOs and the Company on November 10, 2020. The Restricted Stock Awards reflected in these Restricted Stock Award Agreements fully vested on January 1, 2022.NEOs. During fiscal year 2022, the CEO and the Company entered into Restricted Stock Award Agreements on October 15, 2021, April 1, 2022 and May 18, 2022. Mr. Rallo, Mr. Sutton and Mr. Sampel and the Company entered into Restricted Stock Award Agreements on November 5, 2021, and Mr. Del Vecchio and the Company entered into a Restricted Stock Award Agreement on September 6, 2022.Option Grants (ColumnNon-Equity Incentive Plan Compensation (Column (f))The amountsamount reported in Column (f) represent (i)this column reflects the fair value of stock option awards receivedlong-term real estate bonus earned by Mr. Kiernan on September 7, 2018; (ii)pursuant to the fair value ofstock option awards received by Mr. Kiernan on October 25, 2018; and (iii) the fair value of stock option awards received by Mr. Rallo, Mr. Sutton and Mr. Sampel on October 11, 2019. The fair value of the option grants was estimated on the date of each grant using a Monte Carlo valuation model.Bonus Agreement. For further information, on the assumptions used to calculate the fair value of stock option grants, refer to “Note 9. Common Stock and Options” of our audited consolidated financial statements for the fiscal year ended September 30, 2022 included in our Form 10-K filedsee “Executive Compensation—Employment Agreements with the SEC on December 13, 2022.Named Executive Officers” below.All Other Compensation (Column (i))The amounts reported in Column (i) represent the aggregate dollar amount for each NEO for perquisites and other personal benefits and Company contributions to the Company’s 401(k) retirement plans. The following table shows and explains the specific amounts included in Column (i) of the Summary Compensation Table for fiscal year 2022.2023. Under SEC rules, the Company is required to identify by type all perquisites and other personal benefits for an NEO if the total value for that individual equals or exceeds $10,000, and to report and quantify each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount for that individual. For purposes of uniformity, all information regarding perquisites has been provided for each NEO, not just those meeting the $10,000 threshold.
and Other
Personal
Benefits(1)
Contributions
to Retirement
Plan
Premiums (2)Name Perquisitesand OtherPersonalBenefits (1)Company
Contributions
to Retirement
PlanInsurancePremiums (2)Consulting Fees (3)Separation Payments (4)Total John E. Kiernan $ 2,228 $ 11,400 $ 18,135 $ — $ — $ 31,763 Brad Heine $ — $ — $ — $ 12,000 $ — $ 12,000 Danny Sutton $ 2,068 $ 11,400 $ 11,264 $ — $ — $ 24,732 James Sampel $ 1,550 $ 7,294 $ 11,190 $ — $ — $ 20,034 Perry Del Vecchio $ — $ 6,905 $ 13,404 $ — $ 77,652 $ 97,961 (1)Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company, including but not limited to, the amount of the dividends paid on unvested stock and the cost to the Company for Company cars used for commuting and other personal transportation.(2)Represents applicable premiums paid on health and life insurance policies for each of the NEOs.(3)Represents the amount of consulting fees paid to Mr. Heine pursuant to his consulting agreement with the Company. Mr. Heine began serving as a consultant on July 31, 2023, and as Chief Financial Officer on August 16, 2023.(4)We entered into a separation and release of claims agreement with Mr. Del Vecchio in connection with his termination, pursuant to which Mr. Del Vecchio received a cash separation payment of $60,000 and accelerated vesting of 747 outstanding shares of restricted stock with a value of $17,652.38Total Compensation (Column (j))The amounts reported in Column (j) are the sum of Columns (c) through (i) for each of the NEOs. All compensation amounts reported in Column (j) include amounts actually paid or awarded; there were no amounts of compensation deferred and thus the Column (j) totals include no deferrals.Grants of Plan-Based Awards in Fiscal Year 2022
(#)(1)2023Amounts reported represent grants of restricted stock pursuant to Kiernan’s Bonus Agreement based on average stock price exceeding the respective thresholds set forth in Kiernan’s Bonus Agreement.(2)Estimated future payouts under non-equity incentive plan awards Estimated future payouts under equity incentive plan awards All other stock awards: Number of shares of stock
(#)Grant date fair value of stock and option awards ($) Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) John E. Kiernan 4/1/2022 ABP 110,000(1)320,000(1)330,000(1)— — — — — 4/1/2022 LTIP 200,000(2)600,000(2)1,000,000(2)— — — — — (1)These amounts represent the sum of (i) the potential performance-based annual cash incentive awards payable for performance during fiscal year 20222023 under the Kiernan Bonus Agreement, with the respective amounts based on the extent to which the adjusted EBITDA threshold (based on the Company’s budgeted target for adjusted EBITDA) and the return on invested capital threshold (based on 100% of Six Year Olympic Average of Return on Invested Capital as the target) are achieved and (ii) for the target amount, the potential discretionary bonus of $100,000. For fiscal year 2022, only the2023, a discretionary bonus of $100,000$90,000 was awarded.(3)(2)These amounts represent the potential performance-based cash incentive awards payable for performance measured over a long-term period of October 1, 2021 through and including September 30, 2024, under the Kiernan Bonus Agreement, with the respective amounts based on (i) the extent to which certain specified dollar amounts of cumulative operating cash flow for the long-term period are achieved and (ii) the extent to which certain specified dollar amounts of cumulative return of capital for the long-term period are achieved. Although the Kiernan Bonus Agreement also contemplates the potential for additional long-term real-estate incentive awards based a percentage of net sales proceeds from the approved sales of Alico ranch acreage which percentage (i.e., a percentage of between 0.6% and 1.1%) is in turn based on the gross sales price per acre in each respective sale, no amounts are included in the table as the Company does not believe, given the uncertainty as to if and when any such sales may occur, it can reasonably determine a meaningful estimate of such additional long-term bonus amount.(4)Amount reported represents additional shares of restricted shares that would be awarded to For fiscal year 2023, Mr. Kiernan under the termsearned a long-term real estate bonus of the Kiernan Bonus Agreement if at any time during the long-term period of October 1, 2021 through and including September 30, 2024, the average 30-day closing per share price of the Company’s stock was to exceed $45.$294,660.39(5)Amount reported represents shares of restricted stock that were granted to Mr. Rallo on November 5, 2021, with a vesting date of January 1, 2023; however, these restricted shares did not vest and were forfeited when Mr. Rallo left the Company on May 31, 2022.Employment Agreements with Named Executive OfficersJohn E. KiernanOn May 15, 2023 (the “Effective Date”), the Company entered into the Kiernan Letter Agreement, which amended certain terms of Mr. Kiernan’s compensation arrangements, including the Kiernan Employment Agreement and the Kiernan Bonus Agreement (each as defined below).On April 1, 2022 (the “Effective Date”), the Company entered into an amended and restated employment agreement with John E. Kiernan, dated as of April 1, 2022 (the “Kiernan Employment Agreement”). At the same time, on the Effective Date, the Company and Mr. Kiernan entered into an annual performance and long term bonus agreement (the “Kiernan Bonus Agreement”). Pursuant to the Kiernan Employment Agreement, Mr. Kiernan will remain President and Chief Executive Officer of the Company, for a term commencing on the Effective Date and ending on September 30, 2024, subject to extension and termination pursuant to the provisions of the Kiernan Employment Agreement. The Kiernan Bonus Agreement sets forth the terms under which Mr.Under the Kiernan Employment Agreement, Mr. Kiernan’s annual base salary is to be at an annual rate of not less than the following respective amounts (the “Kiernan Annual Base Salary”):Period of Employment Annual Salary Rate Effective Date through September 30, 2022 $400,000 October 1, 2022 through September 30, 2023 $425,000 October 1, 2023 through September 30, 2024 $450,000 Within 30 days after the Effective Date, Mr. Kiernan also received a signing bonus of $25,000.Under the Kiernan Employment Agreement, Mr. Kiernan also (i) is eligible for and entitled to short-term and long-term incentive cash bonuses in accordance with the terms and provisions of the Kiernan Bonus Agreement; (ii) may be awarded, under the Company’s Stock Incentive Plan of 2015, or any successor or other incentive plan adopted by the Company from time to time, restricted shares in accordance with the terms and provisions of the Kiernan Bonus Agreement; (iii) may be eligible to otherwise participate in the Company’s Stock Incentive Plan of 2015, or any successor or other incentive plan adopted by the Company from time to time; (iv) is eligible to (A) participate in the employee benefit plans, policies, programs, practices and arrangements that the Company provides to its executives generally from time to time, and (B) receive perquisites on a basis no less favorable than as provided by the Company from time to time to other senior executives of the Company; and (v) may be entitled to certain severance payments.Under the terms of the Kiernan Employment Agreement, if the Company terminates Mr. Kiernan’s employment without “Cause” or if, following a “Change in Control” of the Company, Mr. Kiernan resigns for “Good Reason” (each as defined in the Kiernan Employment Agreement), then Mr. Kiernan will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims and subject to his compliance with the restrictive covenants set forth in the Kiernan Employment Agreement, an amount equal to 150% of his base salary for the most recently completed fiscal year.The Kiernan Employment Agreement also includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a nondisparagement covenant, and 12-month post-termination noncompetition and customer and employee nonsolicitation covenants.40on January 1, 2025, so long as Mr. Kiernan is continuously employed by the Company or its affiliates from the Effective Date through such date, and the remaining fifty percent of the Kiernan Long Term Retention Bonus shall be earned on January 1, 2026, so long as Mr. Kiernan is continuously employed by the Company or its affiliates from the Effective Date through such date.date; provided, that, with respect to any long term real estate bonus earned by Mr. Kiernan, such bonus will be paid within sixty days following the end of the fiscal year in which such bonus is earned (but in no event later than the December 31 of the calendar year in which such bonus is earned). Notwithstanding the foregoing, if a Change in Control (as defined in the Kiernan Bonus Agreement) occurs (i) on or after September 30, 2024, but prior to payment of the Kiernan Long Term Retention Bonus, then Mr. Kiernan would be entitled to receive the entire Kiernan Long Term Retention Bonus; or (ii) after the Effective Date but prior to September 30, 2024, then Mr. Kiernan would be entitled to receive a pro-rata portion of the Kiernan Long Term Retention Bonus.Under the terms of the Kiernan Bonus Agreement, Mr. Kiernan is also eligible to earn a transaction bonus upon a Change in Control that occurs during the Kiernan Long Term Period so long as he remains continuously employed by the Company or its affiliates through the closing of such Change in Control, with the amount of such transaction bonus based on the sale price and market capitalization, all as set forth in the Kiernan Bonus Agreement.In addition, under the terms of the Kiernan Bonus Agreement, for each fiscal year of his employment, beginning with the fiscal year ending September 30, 2022, Mr. Kiernan is eligible to earn or be awarded an annual adjusted EBITDA performance bonus, an annual ROI performance bonus, and an annual discretionary performance bonus, so long as Mr. Kiernan is continuously employed from the Effective Date through the last day of the applicable fiscal year. The performance targets shall be determined by the Company from time to time, with the initial year’s performance targets being as set forth in the Kiernan Bonus Agreement.Under the terms of the Kiernan Bonus Agreement, if at any time during the Kiernan Long Term Period the average 30-day closing per share price of the Company’s Common Stock exceeds the applicable price per share thresholds below, Mr. Kiernan will be granted the corresponding number of shares of restricted stock pursuant to an award agreement in accordance with the Company’s Stock Incentive Plan of 2015. Except to the extent of any acceleration or forfeiture otherwise set forth in the respective award agreement, one-half of the restricted shares granted to Mr. Kiernan and held by him as of the end of the Kiernan Long Term Period shall vest on January 1, 2025, and the remaining one-half of restricted shares granted to Mr. Kiernan and held by him as of the end of the Long Term Period shall vest on January 1, 2026, in each case subject to a Termination of20,00020,500 restricted sharesIn addition, pursuant to the Kiernan Letter Agreement, in the event the Company receives any federal relief proceeds relating to a hurricane or other natural disaster event during the one-year period following Mr. Kiernan’s termination of employment for any reason other than for “Cause” which would have increased the amount of any bonus earned and paid or payable to Mr. Kiernan under the Kiernan Bonus Agreement had the amount of such federal relief proceeds been factored into the applicable performance measures used to calculate such bonus, Mr. Kiernan will be entitled to a cash payment equal to the difference between the amount of the bonus that was previously paid (or earned and payable) to him and the amount that would have been paid had such federal relief proceeds been factored into the applicable performance measures used to calculate such bonus, as determined by the Board in its discretion.Bradley HeineOn August 16, 2023, the Company entered into an employment agreement (the “Heine Employment Agreement”) with Bradley Heine relating to Mr. Heine’s employment as the Company’s Chief Financial Officer for an initial term41through September 30, 2025, following which the agreement will automatically renew for successive one-year periods unless either party provides sixty days’ prior written notice of non-renewal. The Heine Employment Agreement provides for an annual base salary of $275,000 (subject to increases from time to time as determined by the Company). Mr. Heine is also eligible for an annual incentive compensation award with an annual target opportunity in an amount equal to 40% of his annual base salary.The Heine Employment Agreement includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a non-disparagement covenant, and 12-month post-termination noncompetition and customer and employee non-solicitation covenants.The Heine Employment Agreement superseded the consulting agreement entered into by the Company and Mr. Heine effective July 31, 2023, pursuant to which Mr. Heine had been engaged as a consultant to provide advice to the Company on corporate strategy and financial analysis matters. Pursuant to this consulting agreement, Mr. Heine was to be paid a fee of $5,000 per week for his services.Danny SuttonOn November 15, 2017, the Company entered into an employment offer letter (the “Sutton Offer Letter”) with Mr. Sutton primarily addressing his compensation. The Sutton Offer Letter provided for Mr. Sutton to receive an initial annual base salary $225,000 (currently $288,747) and to be eligible for discretionary annual performance bonuses of up to 40% of his annual salary. Mr. Sutton’s employment with the Company is at-will.The Sutton Offer Letter also provides that, if Mr. Sutton’s employment is terminated by the Company without “cause,” then, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, Mr. Sutton will be entitled to (i) cash severance, payable in weekly installments, in an amount equal to 26 weeks of the annual base salary if such termination occurs prior to December 31, 2019; (ii) cash severance, payable in weekly installments, in an amount equal to 52 weeks of the annual base salary if such termination occurs prior to December 31, 2020, but subsequent to December 31, 2019; and (iii) cash severance, payable in weekly installments, in an amount equal to 78 weeks of the annual base salary if such termination occurs subsequent to December 31, 2020.Perry Del VecchioOn September 6, 2022, the Company entered into an employment agreement (the “Del Vecchio Employment Agreement”) with Perry Del Vecchio relating to Mr. Del Vecchio’s employment as the Company’s Chief Financial Officer. The Del Vecchio Employment Agreement provided for an annual base salary of $240,000 (subject to increases from time to time as determined by the Company). Mr. Del Vecchio was eligible for (i) a $25,000 sign-on bonus; (ii) and initial Equity award of 747 restricted shares of the Company’s common stock (the “Sign on Grant”); and (iii) for each fiscal year of the Company (beginning in the 2023 fiscal year), an annual incentive compensation award with an annual target opportunity in an amount equal to 40% of his particular fiscal year’s annual base salary.The Del Vecchio Employment Agreement also provided that, if Mr. Del Vecchio’s employment is terminated by the Company without “cause” or Mr. Del Vecchio resigned with “good reason” (as each such term is defined in the Del Vecchio Employment Agreement), then, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, Mr. Del Vecchio would have been entitled to (i) cash severance in an amount equal an amount equal to 25% of his base salary if such separation from service is incurred on or prior to September 30, 2023, or an amount equal to 50% of his base salary if such separation from service is incurred after September 30, 2023; (ii) the Sign-On Grant will also vest fully and immediately upon such a termination; (iii) the Accrued Obligations (as defined in the Del Vecchio Employment Agreement) in a cash lump sum within 30 days after the date of termination; (iv) any rights or payments that are vested benefits or that Mr. Del Vecchio was otherwise entitled to receive at or subsequent to the date of termination under any employee benefit plan or any other contract or agreement with the Company; and (iv) any Annual Bonus (as defined in the Del Vecchio Employment Agreement) that had been earned but not paid as of the date of termination.Richard RalloOn December 2, 2019, the Company entered into an employment agreement (the “Rallo Employment Agreement”) with Richard Rallo relating to 42Mr. Rallo’s employmentDel Vecchio resigned as the Company’s Chief Financial Officer. The Rallo Employment Agreement providedOfficer on August 16, 2023 and his employment terminated with the Company on September 1, 2023. In consideration for his provision of transition services through his employment termination date to ensure an annual base salary of $275,000 (subject to increases from time to time as determined by the Company). Mr. Rallo was eligible for an annual incentive compensation award with an annual target opportunity in an amount equal to 40%orderly transition of his annual base salary.The Rallo Employment Agreement also provided that, ifduties to Mr. Rallo’s employment is terminated by the Company without “cause” orHeine, Mr. Rallo resigned with “good reason” (as each such term is defined in the Rallo Employment Agreement), then, subject to his execution, delivery, and non-revocation ofDel Vecchio received a general release of claims in favor of the Company, Mr. Rallo would have been entitled to (i) cash severance in an amount equal to 12 months of the annual base salary; (ii) the Accrued Obligations (as defined in the Rallo Employment Agreement) in a cash lump sum within 30 days afterpayment of $60,000, and the 747 restricted shares of Company common stock granted to Mr. Del Vecchio as a sign-on grant fully accelerated on the date of termination; (iii) any rights or payments that are vested benefits or that Mr. Rallo was otherwise entitled to receive at or subsequent to the date ofhis termination, under any employee benefit plan or any other contract or agreement with the Company; and (iv) any Annual Bonus (as defined in the Rallo Employment Agreement) that had been earned but not paid as of the date of termination.The Rallo Employment Agreement included various restrictive covenants in favor of the Company, including a confidentiality covenant, a non-disparagement covenant, and 12-month post-termination noncompetition and customer and employee non-solicitation covenants.In addition to his position as Chief Financial Officer, Mr. Rallo served as the Senior Vice President, Chief Accounting Officer, and Corporate Secretary of the Company.On May 17, 2022, Richard Rallo notified the Company of his decision to resign from his role as the Company’s Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) effective as of May 31, 2022, upon which the Rallo Employment Agreement terminated. Mr. Rallo’s decision to resign was for personal reasons to eliminate extensive travel and/or avoid relocation to Florida and is not related to any disagreement with the Company or its independent registered public accountants on any matter relating to the Company’s financial or accounting operations, policies, or practices.In an effort to ensure a seamless transition while the Company recruited a new Chief Financial Officer and to provide transition assistance to the new Chief Financial Officer, Mr. Rallo was retained as a consultant with the Company, effective as of June 1, 2022, for a period up to seven months. The consulting agreement provided that Mr. Rallo would receive, among other things, $5,000 per month for the duration of the agreement. The consulting agreement also included confidentiality and intellectual property provisions. Mr. Rallo provided consulting services to the Company through December 31, 2022.Danny SuttonOn November 15, 2017, the Company entered into an employment offer letter (the “Sutton Offer Letter”) with Mr. Sutton primarily addressing his compensation. The Sutton Offer Letter provided for Mr. Sutton to receive an initial annual base salary $225,000 (currently $275,000) and to be eligible for discretionary annual performance bonuses of up to 40% of his annual salary. Mr. Sutton’s employment with the Company is at-will.The Sutton Offer Letter also provides that, if Mr. Sutton’s employment is terminated by the Company without “cause,” then, subject to hisMr. Del Vecchio’s execution delivery, and non-revocation of a general release of claims in favor of the Company, Mr. Sutton will be entitled to (i) cash severance, payable in weekly installments, in an amount equal to 26 weeks of the annual base salary if such termination occurs prior to December 31, 2019; (ii) cash severance, payable in weekly installments, in an amount equal to 52 weeks of the annual base salary if such termination occurs prior to December 31, 2020, but subsequent to December 31, 2019; and (iii) cash severance, payable in weekly installments, in an amount equal to 78 weeks of the annual base salary if such termination occurs subsequent to December 31, 2020.2022The following table shows the number of exercisable and unexercisable stock options and stock grants held by our named executive officers at September 30, 2022.Option AwardsStock AwardsNameGrant DateNumber of securities underlying unexercised options exercisable (#)Equity incentive plan awards: number of securities underlying unexercised unearned options (#)OptionExercisePrice ($)OptionExpirationDateNumberof Sharesor Unitsor Stockthat havenotVested (#)MarketValue ofShares orUnits ofStock thathave notVested ($)Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)John E. Kiernan9/7/201822,500(1)67,500(1)33.6012/31/2026————4/1/2022————5,000(2)141,200——5/18/2022————12,500(2)353,000—————————20,000(2)(3)564,800Richard Rallo10/11/2019—24,500(5)33.9612/31/2026————Perry Del Vecchio9/6/2022————747(4)21,095——Danny Sutton10/11/20198,000(5)24,000(5)33.9612/31/2026————11/5/2021————674(6)19,034——James Sampel10/11/2019—9,000(5)33.9612/31/2026————11/5/2021————472(6)13,329——(1)2023.This option grant was granted as incentive stock options on September 7, 2018. The option exercise price for these options was set at $33.60, the closing price on September 7, 2018. This grant was to have vested as follows: (i) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $35.00; (ii) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $40.00; (iii) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $45.00; and (iv) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $50.00. If the applicable stock price hurdles have not been achieved by (A) the date that is 18 months following the termination of employment, if the employment is terminateddue to death or disability, (B) the date that is 12 months following the termination of employment, if the employment is terminated by the Company without cause, with good reason, or due to the retirement, or (C) the date of the termination of the employment for any other reason, then any unvested options will be forfeited. In addition, if the applicable stock price hurdles have not been achieved by December 31, 2022 then any unvested options will be forfeited. The grant will also become vested to the extent that the applicable stock price hurdles are satisfied in connection with a change in control of the Company. Although the option grant remained in effect as of September 30, 2022, because only the first hurdle had been reached as of December 31, 2022, only 22,500 of the options vested and the remainder of the options have now expired.(2)Option Awards Stock Awards Name Grant Date Number of securities underlying unexercised options exercisable (#) Number of securities underlying unexercised options unexercisable (#) Equity incentive plan awards: number of securities underlying unexercised unearned options (#) Option
Exercise
Price ($)Option
Expiration
DateNumber
of Shares
or Units
or Stock
that have
not
Vested (#)MarketValue ofShares orUnits ofStock thathave notVested ($) (2)Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) John E. Kiernan 9/7/2018 22,500 — — 33.60 12/31/2026 — — — — 4/1/2022 — — — — — 5,000(1)124,800 — — 5/18/2022 — — — — — 12,500(1)312,000 — — Danny Sutton 10/11/2019 8,000 — — 33.96 12/31/2026 — — — — (1)One-half of the restricted shares are scheduled to vest on January 1, 2025, subject to there being no termination of service for Mr. Kiernan having occurred, and the remaining shares are schedule to vest on January 1, 2026, in each case subject to no termination of service for Mr. Kiernan having occurred as of or prior to the vesting date. If, prior to the vesting date, such a termination of service occurs (i) without Cause; (ii) following a Change in Control, due to resignation for Good Reason; (iii) due to death; or (iv) due to Disability (as such terms are defined in the restricted stock awards), then any unvested restricted shares shall fully vest. If such a termination of service occurs for any other reason, then any unvested restricted shares would be forfeited.(3)These restricted shares will be earned and awarded if at any time during(2)Based on the long-term periodclosing trading price of October 1, 2021 through and includingour common stock on September 30, 2024, the average 30-day closing per share price2023 of the Company’s stock were to exceed $45.$24.96.43(4)These restricted shares are scheduled to vest on January 1, 2024.(5)These option grants were granted as incentive stock options on October 11, 2019. The option exercise price for these options was set at $33.96, the closing price on October 11, 2019. These grants were to have vested as follows: (i) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $35.00; (ii) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $40.00; (iii) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $45.00; and (iv) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $50.00. If the applicable stock price hurdles have not been achieved by (A) the date that is 18 months following the termination of employment, if the employment is terminated due to death or disability; (B) the date that is 12 months following the termination of employment, if the employment is terminated by the Company without cause, with good reason, or due to the retirement; or (C) the date of the termination of the employment for any other reason, then any unvested options will be forfeited. In addition, if the applicable stock price hurdles have not been achieved by December 31, 2022 then any unvested options will be forfeited. The grant will also become vested to the extent that the applicable stock price hurdles are satisfied in connection with a change in control of the Company. Although these option grants remained in effect as of September 30, 2022, because only the first hurdle under each such option grant had been reached as of December 31, 2022, only 25% of each option grant vested and the remainder of the options have now expired. Mr. Sampel exercised his vested options.(6)These restricted shares were scheduled to vest and vested on January 1, 2023.2022Option Awards Stock Awards Name Number of shares acquired on exercise (#) Value realized on exercise ($) Number of shares acquired on vesting (#) Value realized on vesting ($) John E. Kiernan — $ — — $ — Perry Del Vecchio — $ — 747 $ 17,652 Danny Sutton — $ — 674 $ 16,088 James Sampel — $ — 472 $ 11,267 Pension BenefitsManagement Security PlanThe management security plan (“MSP”), which has now been terminated and fully paid out, was a nonqualified, noncontributory defined benefit retirement plan for a select group of management personnel. Had the plan not been terminated and had benefits not been paid out in a lump sum, the MSP would have provided a fixed supplemental retirement benefit for 180 months certain. The MSP was frozen on September 30, 2017 and was terminated on September 30, 2019. In August 2020, a lump sum payout was made to the MSP participants. Mr. Sutton, who was a participant in the MSP, was paid $203,000 as a lump sum termination payout from the MSP. None of our other NEOs were participants in the MSP.Nonqualified Deferred CompensationNone of our NEOs participate in any nonqualified defined contribution plan.Potential Payments upon Termination or Change of ControlJohn E. KiernanUnder the terms of the Kiernan Employment Agreement, if the Company terminates Mr. Kiernan’s employment without “Cause” or if, following a “Change in Control” of the Company, Mr. Kiernan resigns for “Good Reason” (each as defined in the Kiernan Employment Agreement), then Mr. Kiernan will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims and subject to his compliance with the restrictive covenants set forth in the Kiernan Employment Agreement, an amount equal to 150% of his base salary for the most recently completed fiscal year, paid in equal installments for the 18-month period following the Date of Termination (as defined in the Kiernan Employment Agreement). In addition, during the 18-month period following the Date of Termination, the Company will provide to Mr. Kiernan the same health care benefit coverage being made available to similarly situated active Company employees (at no cost to Mr. Kiernan in excess of the employee premium cost applicable to similarly situation active Company employees).If a Change in Control (as defined in the Kiernan Bonus Agreement) occurs (i) on or after September 30, 2024, but prior to payment of the Kiernan Long Term Retention Bonus, then Mr. Kiernan would be entitled to receive the entire Kiernan Long Term Retention Bonus, or (ii) afterUnder the terms of the Kiernan Bonus Agreement, Mr. Kiernan is also eligible to earn a transaction bonus upon a Change in Control that occurs during the Kiernan Long Term Period so long as he remains continuously employed by the Company or its affiliates through the closing of such Change in Control. The amount of the transaction bonus is a percentage of the market capitalization associated with the Change of Control transaction, which is determined by multiplying the number of issued and outstanding shares by the sales price per share in the Change of Control transaction. The percentage that is applied to determine the transaction bonus is dependent on the dollar amount of44the sales price per share, with the percentage applied being higher if the sales price per share is higher. The following table sets forth the respective percentages:0.25%0.50%0.75%1.00%1.25%The restricted shares granted in connection with the Kiernan Bonus Agreement will also fully vest upon a Termination of Service by the Company without Cause or, following a Change in Control, due to a resignation by Mr. Kiernan for Good Reason (each as defined in the respective award agreement).Danny SuttonThe Sutton Offer Letter provides that, if the Company terminates Mr. Sutton’s employment without “cause,” including following a change of control of the Company, then Mr. Sutton will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims, (i) cash severance, payable in weekly installments, in an amount equal to 26 weeks of the annual base salary if such termination occurs prior to December 31, 2019, (ii) cash severance, payable in weekly installments, in an amount equal to 52 weeks of the annual base salary if such termination occurs prior to December 31, 2020, but subsequent to December 31, 2019, and (iii) cash severance, payable in weekly installments, in an amount equal to 78 weeks of the annual base salary if such termination occurs subsequent to December 31, 2020 or at any time after a change of control.Perry Del VecchioThe employment agreement with Mr. Del Vecchio provides that, if the Company terminates Mr. Del Vecchio’s employment without cause or if, following a change of control of the Company, Mr. Del Vecchio resigns for good reason, then Mr. Del Vecchio will be entitled to receive, subject to his execution, delivery, and non-revocation of a release of claims and subject to his compliance with the restrictive covenants set forth in the employment agreement, an amount equal 25% of his base salary for the most recently completed fiscal year, if such separation from service is incurred on or prior to September 30, 2023 or an amount equal to 50% of his base salary for the most recently completed fiscal year, if such separation from service is incurred after September 30, 2023. The Del Vecchio Sign-On Grant will also vest fully and immediately upon such a termination.20222023 or the NEO experienced a qualifying termination of employment under his agreement on September 30, 2022.
Without Cause
prior to Change
-in-Control (1)(2)(3)
Good Reason
prior to Change
-in-Control
Without Cause or
Resignation for
Good Reason
Following a
Change-in-
Control (1)(2)(3)2015 Stock PlanPursuant to the Company’s 2015 Stock Plan, upon the occurrence of a “Change in Control” (as defined in the 2015 Stock Plan), all outstanding time-based equity awards will accelerate and vest unless otherwise provided in the applicable award agreement and all outstanding performance-based equity awards which are not replaced in connection with the transaction will deemed to be earned and vest on a pro rata basis, with performance achievement determined based on the greater of target and actual performance.Named Executive Officer TerminationWithout Causeprior to Change-in-Control (1) (2)Termination of Employment for Death or Disability (2)Change-in-Control (3)TerminationWithout Cause orResignation forGood ReasonFollowing aChange-in-Control (4)John E. Kiernan $ 1,396,163 $ 731,460 $ 731,460 $ 1,396,163 Danny Sutton $ 433,121 $ — $ — $ 433,121 (1)Kiernan and Mr. Sutton.AmountsSeverance amounts in this table would be payable over 18 months for Mr. Kiernan.(2)Amounts in this tableRepresents the value of unvested equity awards held by Mr. Kiernan on September 30, 2023 that would be subject to accelerated vesting, based on the closing trading price of our common stock as of September 30, 2023 of $24.96. In addition, represents the Long-term Real Estate Bonus payable over 12 months forto Mr. Del Vecchio.Kiernan, which is earned based on the closing of certain approved acreage sales throughout the performance period and paid annually.45(3)Amounts in this tableRepresents the Long-term Real Estate Bonus payable to Mr. Kiernan pursuant to the Kiernan Bonus Agreement and the value of unvested equity awards held by Mr. Kiernan on September 30, 2023 that would be subject to accelerated vesting, based on the closing trading price of our common stock as of September 30, 2023 of $24.96. Mr. Kiernan would not be eligible to receive any other portion of his long-term retention bonus under the Kiernan Bonus Agreement. Based on the Company’s closing trading price of our common stock of $24.96 on September 30, 2023, Mr. Kiernan also would not be entitled to a transaction bonus under the Kiernan Bonus Agreement.(4)For Mr. Kiernan, represents (i) the severance amounts payable over 18 months forto him under the Kiernan Employment Agreement, (ii) the Long-term Real Estate Bonus payable to Mr. Sutton.Kiernan pursuant to the Kiernan Bonus Agreement and (iii) the value of unvested equity awards held by Mr. Kiernan on September 30, 2023 that would be subject to accelerated vesting, based on the closing trading price of our common stock as of September 30, 2023 of $24.96. Mr. Kiernan would not be eligible to receive any other portion of his long-term retention bonus under the Kiernan Bonus Agreement and based on the Company’s closing trading price of our common stock of $24.96 on September 30, 2023, Mr. Kiernan also would not be entitled to a transaction bonus under the Kiernan Bonus Agreement. For Mr. Sutton, represents the severance amounts payable to him under the Sutton Offer Letter.46CEO Compensation Pay RatioIn August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the CEO. We believe that executive pay should be internally consistent and equitable to motivate our employees to create shareholder value. The annual total compensation for fiscal year 20222023 for Mr. Kiernan, our current President and CEO, was $1,342,083$840,943 as reported under the heading “Summary20222023 was $32,373.$50,753. As a result, we estimate that Mr. Kiernan’s fiscal year 20222023 total compensation was approximately 4217 times that of our median employee.Our CEO to medianCEO-to-median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining fiscal year 20222023 total compensation consisting of base salary, annual bonus amounts, stock-based compensation (based on the grant date fair value of awards during fiscal year 2022)2023) and other incentive payments for all full-time, part-time, seasonal and hourly employees who were employed by the Company on September 30, 2022,2023, other than our CEO. After identifying the median employee based on fiscal year 20222023 total compensation, we calculated annual total compensation for such median employee using the same methodology we use for our named executive officers as set forth in the “Total” column in the Summary Compensation Table.The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.Anti-Hedging / Anti-Pledging Policy47Pay Versus Performance TableThe Company’s insider trading policyfollowing table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended September 30, 2023, 2022 and procedures discourages any director, executive officer or other employee, from purchasing any2021, and our financial instruments that are designedperformance for each such fiscal year:(a) (b) (c) (d) (e) (f) (g) (h) (i) Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO ($) Compensation Actually Paid to PEO ($)(1)Average Summary Compensation Table Total for Non-PEO NEOs ($) Average Compensation Actually Paid to Non-PEO NEOs ($)(1)Total Shareholder Return ($) Peer Group Total Shareholder Return ($)(2)Net Income ($) (in 000s) Adjusted EBITDA (in 000s) (3)2023 $ 840,943 $ 783,543 $ 247,241 $ 244,996 $ 97 $ 325 $ 1,658 $ (16,055) 2022 $ 1,342,083 $ 1,135,994 $ 259,046 $ 207,388 $ 109 $ 281 $ 11,886 $ 13,406 2021 $ 796,127 $ 686,042 $ 364,207 $ 356,563 $ 125 $ 222 $ 34,820 $ 25,267 ________________________(1)Amounts represent compensation actually paid to hedge or offset any decreaseour PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the markettable below for each fiscal year:Year PEO Non-PEO NEOs 2023 John E. Kiernan Brad Heine, Perry Del Vecchio, Danny Sutton, James Sampel 2022 John E. Kiernan Danny Sutton, James Sampel, Perry Del Vecchio, Rich Rallo 2021 John E. Kiernan Danny Sutton, James Sampel, Rich Rallo Compensation actually paid to our PEO represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:Year Reported Summary Compensation Table Total for PEO Reported Value of Equity Awards (a)Equity Award Adjustments (b)Compensation Actually Paid to PEO 2023 $ 840,943 $ — $ (57,400) $ 783,543 2022 $ 1,342,083 $ (778,050) $ 571,961 $ 1,135,994 2021 $ 796,127 $ (103,505) $ (6,580) $ 686,042 (a) The grant date fair value of equity securitiesawards represents the total of the Companyamounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any wayequity awards granted in the applicable year that allowsare outstanding and unvested as of the directorend of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value adjustments have been made using the stock price and48performance achievement as of the date of measurement; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or employeeadded in calculating the equity award adjustments for our PEO for each applicable year are as follows:Year Year End Fair Value of Equity Awards Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Total Equity Award Adjustments 2023 $ — $ (57,400) $ — $ — $ — $ (57,400) 2022 $ 494,200 $ — $ 92,575 $ 9,985 $ (24,799) $ 571,961 2021 $ 122,545 $ (129,125) $ — $ — $ — $ (6,580) Average Compensation actually paid to continueour non-PEO NEOs represents the average amount of “Compensation Actually Paid” to ownsuch NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the covered securities, but withoutactual average amount of compensation earned by or paid to the full risks and rewards of ownership. The Company requires that any person wishing to enter into such an arrangement must first pre-clearNEOs as a group during the proposed transactionapplicable year. In accordance with the Chairmanrequirements of Item 402(v) of Regulation S-K, adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid that reflect stock price changes and changes in performance achievement, using the same methodology described above in Note (b):Year Average Reported Summary Compensation Table Total for Non-PEO NEOs Reported Value of Equity Awards (a)Equity Award Adjustments (b)Average Compensation Actually Paid to Non-PEO NEOs 2023 $ 247,241 $ — $ (2,245) $ 244,996 2022 $ 259,046 $ (23,150) $ (28,508) $ 207,388 2021 $ 364,207 $ (17,853) $ 10,209 $ 356,563 (a) The grant date fair value of equity awards represents the total of the Board or Presidentaverage of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.49Year Year End Fair Value of Equity Awards Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation Total Equity Award Adjustments 2023 $ — $ — $ — $ (2,113) $ (132) $ — $ (2,245) 2022 $ 13,365 $ (43,165) $ — $ 1,292 $ — $ — $ (28,508) 2021 $ 21,137 $ (10,928) $ — $ — $ — $ — $ 10,209 The fair values of restricted stock awards and Chief Executive Officer,stock options included in the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards for grant date fair value purposes. Restricted stock fair values are based on our stock price at the respective measurement dates. Performance stock option fair values are valued using a Monte Carlo simulation which requestutilizes multiple input variables including historical volatility, dividend yield and risk-free rate in order to estimate the probability of satisfying the performance objectives established for pre-clearance of a hedging or similar arrangement must be submittedthe applicable award. For information on the inputs to our Monte-Carlo simulations, see Note 9. Common Stock and Options to the Chairmanconsolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2020.Restricted Stock:Valuation Date 9/30/2020 9/30/2021 1/1/2022 9/30/2022 1/1/2023 9/30/2023 Stock Price $ 28.62 $ 34.24 $ 37.03 $ 28.24 $ 23.87 $ 24.96 Performance Option Valuations:Valuation Date 9/30/2020 9/30/2021 9/30/2022 Stock Price $ 28.62 $ 34.24 $ 28.24 Historical Volatility 34.80 % 33.62 % 35.76 % Risk-free Rate 0.40 % 1.03 % 4.04 % Dividend Yield 1.16 % 5.52 % 5.88 % (2)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Board or PresidentPeer Group (as defined below). Although the Company is a smaller reporting company and Chief Executive Officer at least two weeks priornot required to provide the proposed execution of documents evidencing the proposed transaction and must set forth a justificationperformance graph under Regulation S-K Item 201(e) in its Annual Report on Form 10-K for the proposed transaction.Similarly,year ended September 30, 2023, the Company has selected Forestar Group, Inc., Limoneira Company, The St. Joe Company, Tejon Ranch Co. and Texas Pacific Land Trust as its peer group (the “Peer Group”) in accordance with the requirements of Item 201(e).(3)Adjusted EBITDA is a non-GAAP measure. EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, depletion and amortization. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, depletion and amortization and adjustments for non-recurring transactions or transactions that are not indicative of our core operating results, such as gains or losses on sales of real estate, property and equipment and assets held for sale.50Relationship Between Financial Performance MeasuresThe graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our Adjusted EBITDA, in each case, for the fiscal years ended September 30, 2023, 2022 and 2021.TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
51
52Pay Versus Performance Tabular ListWe believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended September 30, 2023:•Adjusted EBITDA;•Return on Investment; and•Stock Price.53Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth the beneficial ownership of our common stock as of December 29, 2023, by (i) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; (ii) each director; (iii) each named executive officer (“NEO”); and (iv) all directors and current executive officers as a group. Unless otherwise indicated, the persons listed in this table have sole voting and other Company employees are prohibited from holding Company securitiesdispositive power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. Unless otherwise specified in a margin account or pledging Company securities as collateralthe notes to this table, the address for a loan. An exceptioneach person is: Alico, Inc., 10070 Daniels Interstate Ct., Suite 200, Fort Myers, FL 33913.54Shares Beneficially Owned (1)Number of Shares
Beneficially
Ownership OwnedPercentage of Shares Beneficially Owned 5% or Greater Shareholders Thomas A. Satterfield Jr. (2)519,810 6.8 % Brian J. Higgins (3)514,287 6.8 % Dimensional Fund Advisors LP (4)436,970 5.7 % BlackRock, Inc. (5)414,322 5.4 % Clayton G. Wilson/Rio Verde Ventures, LLC (6)405,052 5.3 % Directors and Named Executive Officers George R. Brokaw 263,182 3.5 % Katherine R. English 8,354 * Benjamin D. Fishman 7,988 * W. Andrew Krusen, Jr. (7)77,111 1.0 % Toby Purse 14,101 * Adam H. Putnam 9,490 * Henry R. Slack (8)159,258 2.1 % John E. Kiernan (9)59,079 * Bradley Heine — * Danny Sutton (10)9,488 * James Sampel 991 * Perry Del Vecchio — * All Current Executive Officers and Directors as a group (11 persons) (11)609,042 8.0 % * Less than 1%.(1)Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to the Company’s prohibition on margin accounts and pledging may be granted where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearlydemonstrates the financial capacity to repay the loan without resort to the pledged securities. The Company requires thatbeneficially owned by any person who wisheshas or shares voting and/or dispositive power with respect to pledge Company securitiessuch shares. The Percent of Class of shares owned has been calculated based on the denominator, which in each case uses the respective sum of 7,616,081 shares, (which represents the number of shares outstanding on December 29, 2023) and the number of vested stock options held by the respective named individual or group.(2)Based solely on a Schedule 13G/A filed on February 10, 2023. Thomas A. Satterfield, Jr. is the beneficial owner of 519,810 shares of common stock, with Mr. Satterfield having sole voting and dispositive power over 35,000 shares and shared voting and dispositive power over 484,810 shares. 5,000 shares are held jointly with Rebecca S. Satterfield, Mr. Satterfield’s spouse; 60,000 shares are held by Tomsat Investment55& Trading Co., Inc., a corporation of which he serves as collateralPresident; 190,000 shares are held by Caldwell Mill Opportunity Fund, LLC which fund is managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager; and 135,000 shares are held by A.G. Family L.P., a partnership managed by a general partner controlled by Mr. Satterfield. In addition, Mr. Satterfield has limited powers of attorney for voting and disposition purposes with respect to shares held by 18 others, aggregating 94,810 shares. Mr. Satterfield’s address of record is 15 Colley Cove Drive, Gulf Breeze, Florida 32561.(3)Based solely on a loan must submitSchedule 13G filed on November 15, 2019. Mr. Higgins is the beneficial owner of 514,287 shares of common stock directly owned by 208 Florida Holdings, LLC, of which Mr. Higgins is the sole member. Mr. Higgins has sole voting and dispositive power over such shares. Mr. Higgin’s address of record is 299 Park Avenue, 40th Floor, New York, NY 10171.(4)Based solely on a request for approvalSchedule 13G filed on February 10, 2023. Represents an aggregate of 436,970 shares of common stock beneficially owned by Dimensional Fund Advisors LP in its capacity as investment adviser on behalf of its clients. Dimensional Fund Advisors LP has sole voting power over 426,270 shares and sole dispositive power over 436,970 shares. The address of record of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746.(5)Based solely on a Schedule 13G filed on February 7, 2023. BlackRock, Inc. has sole voting power over 407,325 shares of common stock and sole dispositive power over 414,322 shares of common. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.(6)Based solely on a Schedule 13G filed on November 22, 2019. Consists of (i) 60,909 shares of common stock owned by Clayton G. Wilson and 344,143 shares owned by Rio Verde Ventures, LLC, a Florida limited liability company, of which Mr. Wilson is the sole member (collectively with Mr. Wilson the “Wilson Group”). Mr. Wilson has sole voting and dispositive power over such shares. The Wilson Group’s address of record is 21299 US Highway 27, Lake Wales, Florida 33859.(7)Includes 40,000 shares of common stock held by WIT Ventures, LTD ("WIT"). Dominion Financial Group, Inc. ("DFG") is the managing general partner of WIT. Mr. Krusen is the Non-Executive Chairman of DFG and a DFG shareholder. Mr. Krusen has no investment authority at WIT or DFG and disclaims beneficial ownership of the shares held by WIT except to the Chairmanextent of his pecuniary interest therein.(8)Includes (i) 128,571 shares of common stock held by Rinyami, LLC (“Rinyami”), (ii) 1,820 shares of common stock held by Montac Trust (“Montac”) and (iii) 1,000 shares held by two family trusts (the “Family Trusts”). Mr. Slack is the Managing Member of Rinyami and has voting and dispositive power over shares held by Rinyami. Mr. Slack is a beneficiary of Montac and certain of Mr. Slack’s family members are beneficiaries of the Board or PresidentFamily Trusts. Mr. Slack disclaims beneficial ownership of the shares held by Rinyami, Montac and Chief Executive Officer at least two weeks priorthe Family Trusts except to the proposed executionextent of documents evidencing the proposed transaction.(9)Consists of (i) 36,579 shares of common stock and (ii) 22,500 shares of common stock subject to options that are currently exercisable or will be exercisable within 60 days of December 29, 2023.(10)Consists of (i) 1,488 shares of common stock and (ii) 8,000 shares of common stock subject to options that are currently exercisable or will be exercisable within 60 days of December 29, 2023(11)Consists of (i) 578,542 shares of common stock and (ii) 30,500 shares of common stock subject to options that are or will be exercisable within 60 days of December 29, 2023.56Certain Relationships and Related Party TransactionsAlicoThe Company may engage in a transaction or series of transactions with our Directors,directors, executive officers and certain persons related to them. All such transactions are subject to approval or ratification in accordance with a written related person transaction policy adopted by the Board of Directors. Board.This policy defines a “related person” as: (1) any person who is, or at any time since the beginning of Alico’sthe Company’s last fiscal year was, a Directordirector or executive officer of Alicothe Company or a nominee to become a Directordirector of Alico;the Company; (2) any person who is known to be the beneficial owner of more than 5% of any class of Alico’sthe Company’s voting securities; (3) any immediate family member of any of the foregoing persons, and any person (other than domestic employees or tenant) sharing the household of such person; and (4) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.This policy defines a “related person transaction” as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) that occurred since the beginning of Alico’sthe Company’s most recent fiscal year in which (1) Alicothe Company was, is or will be a participant, (2) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year; and (3) any related person had, has or will have a direct or indirect material interest.Under Alico’sthe Company’s policy, all related person transactions are to be approved by the Audit Committee or an ad hoc subcommittee composed of independent directors (including at least one audit committee financial expert) in certain circumstances. In reviewing related person transactions, the Audit Committee or ad hoc subcommittee will consider all relevant material facts and circumstances available to it, including the benefits of the transaction to Alico,the Company, the nature and extent of the related person interest, the impact on any interested Director’sdirector’s independence and judgment to act in the best interests of Alicothe Company and whether the transaction is on terms no less favorable than those generally available to an unaffiliated third party under similar circumstances.Related Party TransactionsOn January 1, 2022, Mr. Kiernan, the Company’s President and CEO, entered into a Hunting Lease Agreement and Real Estate Purchase and Sale Option Agreement, with the Company (the “Kiernan Lease Agreement”). Under the Kiernan Lease Agreement, the Company was leasing what was originally estimated to be approximately 93 acres of Company owned, largely unimproved land(the (the “Land”) to Mr. Kiernan for a three-year term commencing on January 1, 2022, and ending on January 1, 2025, and with a yearly rent of $1,860.00. Additionally, under the terms of the Kiernan Lease Agreement, the Company had granted to Mr. Kiernan an option to purchase the Land from the Company, exercisable only during the one-year period January 1, 2022 through January 1, 2023, and at a price of $480,000 ($5,161 per acre), which price was based on an independent appraisal obtained by the Company and dated as of November 11, 2021. On August 26, 2022, Mr. Kiernan exercised his option to purchase the land. Pursuant to exercise of the option, the Company sold what turned out to be a parcel of approximately 85 acres to Mr. Kiernan on October 20, 2022, for approximately $438,900 ($5,161 per acre). The Kiernan Lease Agreement (including the grant of the option to purchase) was approved in accordance with the Company’s related person transaction policy by an ad hoc subcommittee comprised of all independent directors (including at least one audit committee financial expert) after considering all relevant material facts and circumstances and after determining, based on such facts and circumstances, that the terms of the Kiernan Lease Agreement (including the grant of the option to purchase) were comparable to terms the Company could have obtained in arm’s-length dealings with unrelated third parties.Additionally, the following related person transactions wereare pre-approved under the Company’s related person transaction policy, subject to certain limitations: (1) employment of executive officers if compensation is required to be reported in Alico’sthe Company’s Annual Report on Form 10-K or Alico’s proxy statement or if the officer is not an immediate family member of a related person and the compensation was approved or recommended for approval by the Compensation Committee; (2) Directordirector compensation or reimbursement and reimbursement of expenses in connection with such service if consistent with a Board of Directors-approvedBoard-approved compensation of reimbursement policy; (3) reimbursement of employee expenses if consistent with a Board of Directors-approvedBoard-approved reimbursement policy; (4) transactions where the related person’s interest arises solely from owning Alico common stock of the Company and all holders of Alico common stock holders receive the same benefit on a pro rata basis; (5) transactions available to all AlicoCompany employees generally; (6) charitable contributions, grants or endowments to an organization where the related person is an employee or director (but not an executive officer) if the aggregate amount does not exceed the lesser of $200,000 or 2% of the organization’s total annual receipts, expenditure or assets; and (7) transactions previously approved by the Audit Committee prior to the adoption of the policy.Nasdaq Rule 5250(B)(3) Agreements ArrangementsThe Company is also required by Rule 5250(b)(3) of the Nasdaq Rules to disclose all agreements and arrangements between any Director or nominee for Director, and any person or entity other than the Company, relating to compensation or other payment in connection with such person’s candidacy or service as a Director of the Company. The Company is not aware of any such agreements.57Audit Committee ReportThe Audit Committee had primary responsibility for interacting with the Company’s independent auditors during the preparation of the audited financial statements for the fiscal year ended September 30, 2022 (the “audited financial statements”). The Audit Committee currently consists of the following independent Directors: W. Andrew Krusen Jr. (Chairman), R. Greg Eisner (who is not standing for re-election), Toby K. Purse and Adam H. Putnam.W. Andrew Krusen Jr. was designated Audit Committee financial expert and was qualified to act in such capacity. The Audit Committee prepared the following report on its activities with respect to the Company’s audited financial statements for the fiscal year ended September 30, 2022:•OTHER MATTERSThe Audit Committee has reviewed and discussed the audited financial statements with management of the Company.•The Audit Committee has discussed with RSM US LLP, the Company’s independent auditors, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended or supplemented and as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.•The Audit Committee has received from RSM US LLP the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committee Concerning Independence and has discussed and confirmed with RSM US LLP its independence with respect to Alico.•.The Audit Committee also reviewed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s report on management’s assessment of and the effectiveness of the Company’s internal control over financial reporting.•Based on, and relying on, the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, for filing with the SEC.Audit Committee:R. Greg EisnerBenjamin D. FishmanW. Andrew Krusen, Jr., ChairmanToby K. PurseAdam H. PutnamPROPOSAL 2:RATIFICATION OF THE SELECTION OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit Committee has selected RSM US LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending September 30, 2023. RSM US LLP currently serves as our independent registered public accounting firm.Representatives of RSM US LLP will be present at the Annual Meeting with an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.Shareholder Ratification of the Selection of Independent Registered Public AccountantsWe are asking our shareholders to ratify the selection of RSM US LLP as our independent registered public accounting firm. Although ratification is not required by our Articles of Incorporation, Amended and Restated Bylaws or otherwise, the Board of Directors is submitting the selection of RSM US LLP to our shareholders for ratification as a matter of good corporate practice. In the event the selection is not ratified by our shareholders, the selection will be reconsidered by the Audit Committee and the Board of Directors. Even if the selection is ratified, the Audit Committee may, in its discretion, select 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 best interest of the Company and our shareholders.Independent Registered Public Accounting FirmFees incurred relating to services provided by RSM US LLP for the fiscal years ended September 30, 2022 and 2021 were as follows:(1)Audit fees include the aggregate fees billed by RSM US LLP for professional services and expenses rendered for the annual audit and quarterly reviews of the Company’s consolidated financial statements for the fiscal years ended September 30, 2022 and 2021. Audit fees for the fiscal year ended September 30, 2022, also include additional fees relatedto the audit procedures required over internal control over financial reporting due to the Company transitioning to an accelerated filer.(2)Audit–related fees billed include fees by RSM US LLP for assurance and related services that were reasonably related to the performance of the audit or review of the Company’s consolidated financial statements. As indicated, no such audit-related fees were billed by RSM US LLP for the fiscal years ended September 30, 2022 and 2021.(3)Tax fees include fees include fees billed by RSM US LLP for professional services rendered for tax compliance, advice and planning services. As indicated, no such tax fees were billed by RSM US LLP for the fiscal years ended September 30, 2022 and 2021.(4)RSM US LLP did not render or bill for any services other than those listed above for the fiscal years ended September 30, 2022 and 2021.The Audit Committee Charter requires that the Audit Committee pre-approve all services performed by the Company’s registered public accounting firm. To fulfill that requirement, the Company’s independent registered public accounting firm, RSM US LLP, provides a proposal to the Audit Committee for all services it proposes to provide, and the Audit Committee then approves the proposal as appropriate. During fiscal years 2022 and 2021, 100% of the services provided by RSM US LLP were pre-approved by the Audit Committee.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF RSM US LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023.OTHER BUSINESSThe Board of Directors is aware of no other matter that will be presented for action at the meeting. IfAnnual Meeting other than the matters referred to above and does not intend to bring any other matter requiring a votematters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that holders of the shareholders properly comes beforeproxies named on the meeting, the persons authorized under management proxiesCompany’s proxy card will vote and act according tothereon in their best judgment.58SHAREHOLDERS’ PROPOSALS AND NOMINATIONS FOR 20242025 ANNUAL MEETINGAny proposalsShareholders who intend to be presentedhave a proposal considered for inclusion in our proxy materials for presentation at the 2024our 2025 Annual Meeting of Shareholders (“2024 Annual Meeting”) should be sent by certified mail, return receipt requested, andpursuant to Rule 14a-8 under the Exchange Act must be received bysubmit the Company at its principal executive offices, directedproposal to the attention ofour Corporate Secretary, Mary Molina, Corporate Secretary, noat our offices at 10070 Daniels Interstate Court, Suite 200, Fort Myers, FL33913 in writing not later than September 22, 2023 in order14, 2024.Shareholders intending to be included inpresent a proposal at the Company’s Proxy Statement and form of proxy for that meeting under Rule 14a-8 of the Exchange Act. Such proposals must comply with all applicable requirements of Rule 14a-8 of the Exchange Act, including applicable minimum market value and holding period requirements set forth in Rule 14a-8(b). Upon receipt of any proposal, the Company will determine whether or2025 Annual Meeting, but not to include the proposal in the Proxy Statement andour proxy card in accordance with regulations governing the solicitation of proxies. The proposal must comply in all respects with the rules and regulations of the SEC.In order for a shareholderstatement, or to nominate a candidateperson for Director underelection as a director, must comply with the requirements set forth in our bylaws, timelyBylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the shareholder of record of their intent to present such proposal or nomination not earlier than the nomination must be delivered150th day and not later than the 120th day prior to or mailed and received by, our Corporate Secretary at our principal executive offices in advance of the meeting. Ordinarily, such notice must be received not less than 120, nor more than 150, days before the first anniversary of the priorpreceding year’s annual meeting. ForTherefore, we must receive notice of such a proposal or nomination for the 20242025 Annual Meeting the notice would have to be received no earlier than September 26, 20232024 and no later than October 26, 2023. However, in2024. The notice must contain the information required by the Bylaws, a copy of which is available upon request to our Secretary. In the event that (i) no annual meeting is held in 2023, or (ii) the date of the 20242025 Annual Meeting is held earliermore than January 24, 202430 days before or latermore than April60 days after February 23, 2024,2025, then our Secretary must receive such written notice must be received nonot later than the close of business on the later of the 120th day prior to the date of the 20242025 Annual Meeting or, if later, the tenthclose of business on 10th day following the day on which public noticedisclosure of the date of such meeting was given. The notice of nomination must include certain information concerning the shareholder submitting the nomination and as to each person whom the shareholder proposes to nominate for election as specified in the Company’s Amended and Restated Bylaws.is first made by us. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than thosethe Company’s nominees nominatedmust provide notice that sets forth the information required by the Company must also comply with the additional requirements of Rule 14a–19(b)14a-19 under the Exchange Act.We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.SOLICITATION OF PROXIESThe accompanying proxy is solicited by and on behalf of our Board, whose Notice of Annual Meeting is attached to this proxy statement, and the entire cost of our solicitation will be borne by us. In order for a shareholderaddition to bring other business before a shareholder meeting, timely notice mustthe use of mail, proxies may be receivedsolicited by personal interview, telephone, e-mail and facsimile by our Company duringdirectors, officers and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the same periodbeneficial owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.In connection with our solicitation of proxies for our 2025 Annual Meeting, we intend to file a proxy statement and WHITE proxy card with the SEC. Shareholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as director nominations described above. Such notice must include certain information concerningand when filed with the shareholder and such other business, as specified inSEC without charge from the Company’s Amended and Restated Bylaws.SEC’s website at: www.sec.gov.Alico will deliver only one Proxy Statement and only one 2022 Annual Report to Shareholders to multiple shareholders sharing an address unless Alico has received contrary instructions from one or more of its shareholders. Alico undertakes to deliver promptly, upon written or oral request, a separate59ALICO’S ANNUAL REPORT ON FORM 10-KA copy of this Proxy Statement and the 2022 Annual Report to Shareholders to a shareholder at a shared address to which a single copy of this Proxy Statement and the 2022 Annual Report to Shareholders is delivered. A shareholder can notify Alico that the shareholder wishes to receive a separate copy of this Proxy Statement, and/or the 2022 Annual Report to Shareholders or a future Proxy Statement and/or Annual Report to Shareholders, by written request directed to:Alico, Inc.10070 Daniels Interstate CourtSuite 200Fort Myers, FL 33913(239)226-2000Attention: Mary Molina, Corporate SecretaryLikewise, shareholders sharing an address who are receiving multiple copies of this Proxy Statement and the 2022 Annual Report to Shareholders and wish to receive a single copy of future Proxy Statements and/or Annual Reports to Shareholders may notify Alico at the address and telephone number listed above.The Company’s 2022 Annual Report to Shareholders for fiscal year 2022, which includes our Alico’s Annual Report on Form 10-K for the fiscal year 2022, and which in turn includes our auditedended September 30, 2023, including financial statements and schedules thereto but not including exhibits, as filed with the SEC, will be sent to any shareholder of record on December 29, 2023 without charge upon written request addressed to:Alico, Inc.10070 Daniels Interstate CourtSuite 200Fort Myers, FL33913Attention:Mary Molina, Corporate SecretaryA reasonable fee will be charged for fiscal year 2022, is being mailed along withcopies of exhibits. You also may access this Proxy Statement; however, it is not intended that the Annual Report to Shareholders be deemed a part of this Proxy Statement or a solicitation of proxies.A copy ofproxy statement and our2022 Annual Report to Shareholders for fiscal year 2022, including our Annual Report on Form 10-K at 2022 and our audited financial statements for fiscal year 2022, may also be obtained upon request, and without charge, by writing:Alico, Inc.10070 Daniels Interstate CourtSuite 200Fort Myers, FL 33913Attention: Mary Molina, Corporate SecretaryWHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.January 12, 2024 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 23, 2023:2024: The Company’s Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 20222023 are available on our website at http://www.alicoinc.com. In addition, you may access these materials at https://www.materials.proxyvote.com/016230www.proxyvote.com.60
MMMMMMMMMMMM 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 MMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Proxies submitted by the Internet or telephone must be received by 9:30a.m., Eastern Time, on February 23, 2023. Online Go to www.investorvote.com/ALCO or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/ALCO 2023 Annual Meeting Proxy Card 123456789012345 • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THEBOTTOM PORTION IN THEENCLOSED ENVELOPE. • Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposal 2. A 1. ELECTION OF DIRECTORS: + For Against Abstain For Against Abstain For Against Abstain 01 -John E. Kiernan 02 -George R. Brokaw 03 -Katherine R. English 04 -Benjamin D. Fishman 05 -W. Andrew Krusen Jr. 06 -Toby K. Purse 07 -Adam H. Putnam 08 -Henry R. Slack For Against Abstain 2. RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF RSM NOTE: IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH US LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ACCOUNTING FIRM FOR FISCAL YEAR 2023 ADJOURNMENT THEREOF. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. B (Executors, Administrators, Trustees, Guardians, etc. will so indicate when signing.) Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE C 1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 562161 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM + 03QF6E 2023 Annual Meeting Admission Ticket 2023 Annual Meeting of ALICO, INC. February 23, 2023 at 9:30 a.m. Eastern Standard Time Offices of Trenam Law 101 E Kennedy Blvd Suite 2700, Tampa, FL 33602 Upon arrival, please present this admission ticket and photo identification at the registration desk. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/ALCO • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THEBOTTOM PORTION IN THEENCLOSED ENVELOPE. • Proxy -Alico, Inc. + THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF DIRECTORS The undersigned shareholder(s) of Alico, Inc., a Florida corporation (the “Company”), hereby appoints John Kiernan and Perry Del Vecchio, or either of them, the proxy or proxies of the undersigned, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of the Company held of record by the undersigned on December 30, 2022, at the Annual Meeting of Shareholders of the Company to be held on Thursday, February 23, 2023 and at any and all adjournments or postponements thereof, with all powers the undersigned would possess if personally present. The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement dated January 17, 2023. This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR THE NOMINEES LISTED IN PROPOSAL 1, AND FOR PROPOSAL 2, AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. (Continued and to be signed on the other side) Non-Voting Items C Change of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +
