Limoneira CO 8-K

What Happened
Limoneira Company (LMNR) filed an 8-K reporting that Executive VP, CFO and Treasurer Mark Palamountain notified the CEO of his decision to resign on January 22, 2026; his effective departure date has not been determined. On January 27, 2026 the Board approved the appointment of Gregory C. Hamm (age 64), the Company’s Vice President and Corporate Controller, to serve as Vice President, CFO and Treasurer effective as of Palamountain’s resignation date. Palamountain will remain available in an advisory capacity after departing; any compensation for those services has not been determined.

Key Details

• Resignation notice given: January 22, 2026; Board appointment approved: January 27, 2026; 8-K filed January 28, 2026.
• Gregory C. Hamm: Corporate Controller since 2004; VP & Corporate Controller since 2008; formerly served in leadership roles at Limoneira’s Federal Credit Union.
• Compensation for Hamm as CFO: base salary $350,000.
• Transaction bonus amended: base Transaction Bonus $2,225,000 if qualifying deal price ≥ $28.00/share; bonus increases in $0.25 price increments up to $40.00/share; at $40.00/share bonus = $3,150,000; for each $1.00 > $40.00, bonus increases by $37,500.
• Change-in-control protection amended: if terminated without cause or resigns for good reason during the defined change-in-control period and signs a release, Hamm would receive a single cash payment equal to 200% of base salary and up to 24 months COBRA continuation coverage.

Why It Matters
This is an executive-level transition filed under Item 5.02, featuring an internal promotion from long-tenured controller to CFO, which suggests continuity in financial leadership and accounting oversight. The detailed compensation and change-in-control terms show potential cash obligations tied to future transactions or a change in control (notably a multi-million dollar transaction bonus and 2x severance on change in control), items investors may consider when assessing governance, incentives and potential dilution/transaction costs. The effective date of the leadership change is not yet set, so timing of the transition and any short-term operational impacts remain unspecified.