Limoneira Company (LMNR) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Limoneira Company on January 22, 2026, with the report date of January 28, 2026. The filing discloses significant changes in executive leadership, specifically the resignation of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Resignation: Mark Palamountain resigned as Executive Vice President, Chief Financial Officer, and Treasurer. The effective date of his departure has not been determined.
- Appointment: Gregory C. Hamm, currently Vice President and Corporate Controller, was appointed as the new Vice President, CFO, and Treasurer, effective upon Mr. Palamountain's departure.
- Transition: Mr. Palamountain will remain available in an advisory capacity to assist with the transition, though compensation for these services is undetermined.
Guidance, Outlook, and Compensation Details
The filing details the compensation package for the newly appointed CFO, Gregory C. Hamm:
- Base Salary: $350,000.
- Transaction Bonus: A base amount of $2,225,000 is payable if the share price in qualifying transactions is at least $28.00. The bonus increases in $0.25 increments up to a share price of $40.00, reaching a target of $3,150,000. For every $1.00 increase above $40.00, the bonus increases by $37,500.
- Change in Control: If terminated without cause or resigns for good reason within 12 months of a change in control, Mr. Hamm is eligible for a payment equal to 200% of his base salary and up to 24 months of COBRA coverage.
The filing contains no forward-looking financial guidance, risk factors, or contingencies beyond the standard disclosure of the leadership transition.
Investor Verification Checklist
- Confirm the exact effective date of Mark Palamountain's resignation, which remains undetermined as of the filing.
- Verify the terms of the advisory role and potential compensation for the outgoing CFO.
- Monitor the Company's stock price relative to the $28.00 threshold to assess the likelihood of the transaction bonus payout for the new CFO.
- Review the 2025 Proxy Statement for details on other compensation arrangements available to executive officers.