EXHIBIT 24.1
POWEROF ATTORNEY
The undersigned hereby constitutes and appoints Bret A. Madole of Carrington, Coleman, Sloman & Blumenthal, LLP (“Carrington Coleman”), the undersigned’s true and lawfulattorney-in-fact (“Attorney-in-Fact”) to:
(1) complete and execute, for and on behalf of the undersigned, in the undersigned’s capacity as the beneficial owner of shares of common stock (“Common Stock”) of Farmer Brothers Co., a Delaware corporation (the “Company”), or securities exercisable, convertible, or exchangeable for shares of Company Common Stock, Forms 3, 4, and 5, and Schedules 13D and 13G, and such other forms and documents (including any amendments to any of the foregoing) asAttorney-In-Fact shall, subject to the undersigned’s prior approval, determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership, acquisition, or disposition of securities of the Company;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and schedules (including any amendments thereto), and timely file such forms and schedules (including any amendments thereto), with the SEC, any national securities exchange, and any other relevant governmental or regulatory agency or authority;
(3) subject to the undersigned’s consent, take any other action of any type whatsoever in connection with the foregoing which, in the opinion ofAttorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the forms and documents executed byAttorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney (including any amendments thereto) shall be in such form and shall contain such information asAttorney-in-Fact may approve in his sole discretion.
The undersigned hereby grants toAttorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all thatAttorney-in-Fact, orAttorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges thatAttorney-in-Fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act, nor isAttorney-in-Fact assuming any other legal obligations to which the undersigned is currently (or may become) subject.
THEUNDERSIGNEDAGREESTHAT ATTORNEY-IN-FACTMAYRELYENTIRELYONINFORMATIONFURNISHEDORALLYORINWRITINGBYTHEUNDERSIGNEDTO ATTORNEY-IN-FACT. THEUNDERSIGNEDALSOAGREESTOINDEMNIFYANDHOLDHARMLESS ATTORNEY-IN-FACTAGAINSTANYLOSSES,CLAIMS,DAMAGES,ORLIABILITIES (ORACTIONSORINVESTIGATIONSINTHESERESPECTS)THATARISEOUTOF,ORAREBASEDON,ANYUNTRUESTATEMENTOROMISSIONOFNECESSARYFACTSINTHEINFORMATIONPROVIDEDBYTHEUNDERSIGNEDTO ATTORNEY-IN-FACTFORPURPOSESOFPREPARING,EXECUTING,DELIVERING,ANDFILING FORMS 3, 4,AND 5,AND SCHEDULES 13DAND 13G (INCLUDINGANYAMENDMENTSTHERETO),ANDAGREESTOREIMBURSE CARRINGTON COLEMANFORANYLEGALOROTHEREXPENSESREASONABLYINCURREDINCONNECTIONWITHINVESTIGATINGORDEFENDINGAGAINSTANYSUCHLOSS,CLAIM,DAMAGE,LIABILITY,ORACTION.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, or Schedules 13D and 13G, with respect to the undersigned’s beneficial ownership of, or transactions in, the Company Common Stock, unless earlier revoked by the undersigned in a signed writing delivered toAttorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of April, 2018.
/s/ Jeanne Farmer Grossman |
Jeanne Farmer Grossman |