FARMER BROS. CO.

1912 Farmer Brothers Drive

Northlake, Texas 76262

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

What are the date, time and place of the Annual Meeting?

~~The enclosed proxy card is being delivered with this Proxy Statement on~~On behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Farmer Bros. Co., a Delaware corporation (the “Company,” “we,” “our” or “Farmer Bros.”), this Proxy Statement is being made available to you in connection with the ~~2020~~2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, December ~~9, 2020,~~15, 2021, at 11:00 a.m., Central Standard Time, or at any continuation, postponement or adjournment thereof, for the purposes described in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders, and to transact such other business as may properly come before the Annual Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. We began mailing our Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Annual Meeting on or about October 27, 2021.

In light of ~~ongoing public~~ health and safety concerns regarding the ongoing coronavirus ~~outbreak,~~(COVID-19) pandemic and related restrictions, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. The decision to have a virtual Annual Meeting this year does not represent a change in our stockholder engagement philosophy, and we currently expect to return to an in-person meeting next year.

The Annual Meeting ~~is to~~will be ~~held~~accessible live via the ~~internet - please visit~~ ~~www.proxydocs.com/FARM~~ ~~for more details.~~internet. If you plan to attend the Annual Meeting virtually, you should review the details below under the section captioned “Who can attend the Annual Meeting?”

Pre-registration to attend is required by all stockholders in order to gain access and attend and/or vote at the meeting. Visit www.proxydocs.com/FARM to pre-register. The registration deadline is 5:00 p.m. ET on Monday, December ~~7, 2020~~13, 2021. You will need your ~~Control Number~~control number which is provided in your proxy card, notice or voting instruction form in order to pre-register for the meeting. Upon completing registration, you will immediately receive a confirmation email, which will include information about when you should expect to receive a unique link gaining access to the Annual Meeting.

Stockholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person annual meeting. In particular, stockholders may submit questions in advance of, or live during, the Annual Meeting by following the instructions and rules of conduct on the Annual Meeting website. During the Annual Meeting, the Company intends to answer questions that are pertinent to the Company and the official business of the Annual Meeting, subject to time constraints.

~~Notice of Electronic Availability of Proxy Statement and Annual Report~~Why am I being asked to review proxy materials online?

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process will expedite stockholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our Annual Meeting. The Company intends to mail a full set of proxy materials including this Proxy Statement, a proxy card and the Company’s 2020 Annual Report, which includes its Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (“2020 Form 10-K”) or a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) ~~on or about October 28, 2020 to all stockholders entitled to notice of and to vote at the Annual Meeting. The Notice of Internet Availability~~ instructs you on how to access and review the Proxy Statement and our annual report. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials online. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

~~What am I voting on?~~Who can attend the Annual Meeting?

~~You~~ Admission to the Annual Meeting website is limited to stockholders and their duly-appointed proxy holders as of the close of business on October 18, 2021, the record date for the Annual Meeting (the “Record Date”), with proof of ownership of the Company’s common stock, par value $1.00 per share (“Common Stock”), or Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”). If your shares are held in the name of a bank, broker or other nominee and you plan to attend the Annual Meeting, you must present proof of your ownership of Common Stock or Series A Preferred Stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting website. If you are a participant in the ESOP, although you may attend the Annual Meeting if you can provide proof that you are an ESOP participant, you

will not be ~~entitled~~able to cast a vote onat the ~~following proposals~~meeting with respect to any shares you hold through the ESOP. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of proof of ownership. If you are a participant in the 401(k), although you may attend the Annual Meeting if you can provide proof that you are a 401(k) participant, you will not be able to cast a vote at the meeting with respect to any shares you hold through the 401(k). Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of proof of ownership.

Who can vote at the Annual ~~Meeting:~~Meeting?

Proposal No. 1: The election of two directors to serve on our Board for a one-year term of office expiring at the Company’s 2021 Annual Meeting of Stockholders and until their successors are elected and duly qualified;

~~Proposal No. 2: The ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, 2021;~~

~~Proposal No. 3: The approval, on an advisory (non-binding) basis, of the compensation paid to the Company’s Named Executive Officers; and~~

Proposal No. 4: The approval of the Amended and Restated 2017 Plan, which includes an increase in the number of shares of stock authorized for issuance under the plan and certain technical and administrative updates.

~~How does the Board recommend that I vote?~~

~~The Board recommends that you vote using the enclosed proxy card:~~

“FOR” the election of each of the two nominees named herein to serve on our Board as directors for a one-year term of office expiring at the Company’s 2021 Annual Meeting of Stockholders and until their successors are elected and duly qualified;

~~“FOR” the ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, 2020;~~

~~“FOR” the approval of, in an advisory (non-binding) vote, the compensation paid to our Named Executive Officers; and~~

~~“FOR” the approval of the Amended and Restated 2017 Plan.~~

~~Who can vote?~~

~~The Board has set October 13, 2020 as the record date (the “Record Date”) for the Annual Meeting.~~ You are entitled to notice of and to vote at the Annual Meeting any shares of ~~common stock, par value $1.00 per share, of the Company (“~~Common ~~Stock”),~~Stock and any shares of Series A ~~Convertible Participating Cumulative Perpetual~~ Preferred Stock, ~~par value $1.00 per share, of the Company (“Series A Preferred Stock”),~~ on an as-converted basis, in each case, of which you are the holder of record as of the close of business on the Record Date. Each share of Series A Preferred Stock entitles the holder(s) thereof to vote on an as-converted basis together with the holders of Common Stock as a single class. Your shares may be voted at the ~~virtual~~ Annual Meeting only if you are present virtually or your shares are represented by a valid proxy.

What am I voting on?

You will be entitled to vote on the following proposals at the Annual Meeting:

Proposal No. 1: The election of five directors to serve on our Board for a one-year term of office expiring at the Company’s 2022 Annual Meeting of Stockholders and until their successors are elected and duly qualified;

Proposal No. 2: The approval of an amendment to the Amended and Restated 2017 Plan, which includes an increase in the number of shares of Common Stock authorized for issuance under the plan;

Proposal No. 3: The approval of an amendment to the Amended and Restated Certificate of Incorporation, which includes an increase in the number of shares of Common Stock authorized for issuance;

Proposal No. 4: The ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, 2022; and

Proposal No. 5: The approval, on an advisory (non-binding) basis, of the compensation paid to the Company’s Named Executive Officers.

How does the Board recommend that I vote?

The Board recommends that you vote:

“FOR” the election of each of the five nominees named herein to serve on our Board as directors for a one-year term of office expiring at the Company’s 2022 Annual Meeting of Stockholders and until their successors are elected and duly qualified;

“FOR” the approval of the amendment to the Amended and Restated 2017 Plan;

“FOR” the approval of the amendment to the Amended and Restated Certificate of Incorporation;

“FOR” the ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, 2021; and

“FOR” the approval of, in an advisory (non-binding) vote, the compensation paid to our Named Executive Officers.

Inspection of Stockholder List

A list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting. In order to protect our team members and stockholders from COVID-19, we ask that stockholders wishing to inspect the list of registered stockholders send an e-mail to legaldepartment@farmerbros.com. Please include (1) your name and (2) if you hold your shares through a broker, bank or other intermediary, an image of your stock ownership statement. Upon verification of your status as a stockholder, you will be provided access to view and inspect the list of registered stockholders as of the ~~record date. Stockholders will not be able to download or print the list.~~

Record Date. Stockholders will also have the opportunity to inspect the list of registered stockholders in an electronic format during the ~~virtual annual meeting on December 9, 2020. Please visit~~ Annual Meeting. Stockholders will not be able to download or print the list.~~www.proxydocs.com/FARM~~ ~~for more details.~~

How many shares are outstanding and how many shares are needed for a quorum?

At the close of business on the Record Date, ~~17,540,241~~18,081,234 shares of Common Stock entitled to ~~17,540,241~~18,081,234 votes, and 14,700 shares of Series A Preferred Stock entitled to ~~425,887~~440,990 votes, for a total of ~~17,966,128~~18,522,224 votes, were outstanding and entitled to vote at the Annual Meeting. Each share of Series A Preferred Stock entitles the holder(s) thereof to vote on an as-converted basis together with the holders of the Common Stock as a single class. The Company has no other class of securities outstanding.

A majority of the issued and outstanding shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present in person (virtually) or represented by proxy and entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting, which quorum is required to hold the Annual Meeting and conduct business. If you are a record holder of shares of Common Stock or Series A Preferred Stock as of the Record Date and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your bank, broker or other nominee submits a proxy covering your shares. Your broker, bank or other nominee is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank or other nominee on how to vote on such matters. In the absence of a quorum, the Annual Meeting may be adjourned, from time to time, by vote of the holders of a majority of the total number of shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) represented and entitled to vote at the Annual Meeting.

What is the difference between a record holder and a beneficial owner?

If at the close of business on the Record Date your shares were registered directly in your name, you are considered the “record holder” of your shares. If, on the other hand, at the close of business on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization or other nominee, then you are the beneficial owner of shares held in “street

name” and the proxy materials, as applicable, are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If you hold your shares in “street name,” please instruct your bank, broker or other nominee how to vote your shares using the voting instruction form provided by your bank, broker or other nominee so that your vote can be counted. The voting instruction form provided by your bank, broker or other nominee may also include information about how to submit your voting instructions over the Internet or telephonically, if such options are available.

How can I vote my shares?

You may vote your shares at the Annual Meeting using one of the following methods (please also see the information provided above concerning the difference between holding shares as a record holder and holding shares beneficially through a bank, broker or other nominee-beneficial holders should follow the voting instructions provided by such bank, broker or other nominee):

By mail. ~~You~~If you received printed proxy materials, you may vote your shares by completing, signing and mailing the proxy card included with these proxy materials (or voting instruction form in the case of beneficial holders). Please refer to your proxy card or voting instruction form for instructions on either submitting your proxy or voting by mail.

~~Over the Internet. If you have access to the Internet, you may submit your proxy over the Internet by following the instructions included on~~ the enclosed proxy card (or voting instruction form in the case of beneficial ~~holders for whom Internet voting is available)~~holders). ~~Please refer to your proxy card or voting instruction form for instructions on either submitting a proxy or voting over the Internet.~~

~~By telephone~~Over the Internet. You may ~~submit a proxy to have your shares voted~~vote over the Internet by ~~calling a toll-free telephone number listed~~following the instructions included on the ~~enclosed~~Notice of Internet Availability or proxy card (or voting instruction form in the case of beneficial ~~holders for whom~~holders).

By telephone ~~voting is available)~~. ~~Please refer to your~~You may vote by telephone by calling a toll-free telephone number listed on the Notice of Internet Availability or proxy card or(or voting instruction form ~~for instructions on submitting a proxy by phone.~~in the case of beneficial holders) and following the recorded instructions.

AtAt the ~~virtual~~ Annual Meeting. ~~Stockholders~~If you are ~~invited to attend~~a registered stockholder as of the ~~virtual~~Record Date, you may vote your shares during the Annual Meeting by using electronic voting options included as part of the live webcast. Registered stockholders may vote electronically during the Annual Meeting by visiting www.proxydocs.com/FARM, entering the control number found in your Notice of Internet Availability, and ~~vote at~~following the ~~virtual Annual Meeting.~~on-screen instructions. If you are a beneficial owner of shares you must obtain a legal proxy from the bank, broker or other nominee of your shares to be entitled to electronically vote those shares at the ~~virtual~~ Annual Meeting. If you are a record holder, you are encouraged to ~~complete, sign and date the enclosed proxy card and~~vote by mail, ~~it in the enclosed postage-paid envelope regardless of~~Internet or telephone whether or not you plan to attend the ~~virtual~~ Annual Meeting. If you hold your shares in “street name,” you are encouraged to follow the voting instructions provided by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

A control number, located on the instructions included with the proxy card, is designated to verify your identity and allow you to vote your shares and confirm that your voting instructions have been recorded properly. If you submit your proxy over the Internet or by telephone, there is no need to return a signed proxy card. However, you may change your voting instructions by subsequently completing, signing and delivering the proxy card.

As noted above, if you hold shares beneficially in street name through a bank, broker or other nominee, you may vote your shares by following the voting instructions provided by your bank, broker or other nominee. Telephone and Internet voting may be also available-please refer to the voting instruction form provided by your bank, broker or other nominee for more information.

If you have any questions or require assistance in submitting a proxy for your shares, please call the Company’s proxy solicitor, Morrow Sodali, toll free at (800) 662-5200 (within the U.S.).

How do I vote if I am an ESOP participant?

The ESOP owns approximately ~~6.6%~~5.6% of the Company’s outstanding voting securities, based on ~~17,540,241~~18,081,234 shares of Common Stock entitled to ~~17,540,241~~18,081,234 votes, and 14,700 shares of Series A Preferred Stock representing ~~425,887~~440,990 shares of Common Stock on an as-converted basis, outstanding as of ~~October 13, 2020.~~the Record Date. Each ESOP participant has the right to direct the ESOP Trustee on how to vote the shares of Common Stock allocated to his or her account under the ESOP. The ESOP Trustee will vote all of the unallocated ESOP shares (i.e., shares of Common Stock held in the ESOP, but not allocated to any participant’s account) and allocated shares for which no voting directions are timely received by the ESOP Trustee, in its independent fiduciary discretion. If you are an ESOP participant and want to revoke any prior voting instructions you provided to the ESOP Trustee in respect of the Annual Meeting, you must contact the ESOP Trustee.

If you are a participant in the ESOP, although you may attend the virtual Annual Meeting, you will not be able to cast a vote at the meeting with respect to any shares you hold through the ESOP.

How do I vote if I am a 401(k) participant?

Each 401(k) participant has the right to direct the 401(k) Trustee on how to vote the shares of Common Stock held in his or her account under the 401(k). The 401(k) Trustee will vote all of the shares for which no voting directions are timely received by the 401(k) Trustee, in its independent fiduciary discretion. If you are a 401(k) participant and want to revoke any prior voting instructions you provided to the 401(k) Trustee in respect of the Annual Meeting, you must contact the 401(k) Trustee.

If you are a participant in the 401(k), although you may attend the virtual Annual Meeting, you will not be able to cast a vote at the meeting with respect to any shares you hold through the 401(k).

~~Who can attend~~What if I have trouble accessing the Annual Meeting?

~~Admission to~~The Annual Meeting platform is fully supported across browsers (e.g., MS Edge, Firefox, Chrome, and Safari) and devices (including computers, tablets, and cellphones) running the most updated version of applicable software and plugins. Please note that Internet Explorer is not currently supported. Participants in the Annual Meeting ~~website is limited~~should ensure that they have a reliable Internet connection whenever they intend to stockholders and their duly-appointed proxy holders as of the close of business on the Record Date with proof of ownership of the Company’s Common Stock or Series A Preferred Stock. If your shares are heldparticipate in the ~~name of a bank, broker or other nominee and you plan to attend~~Annual Meeting. Participants in the Annual Meeting should allow time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. We encourage you ~~must present proof of your ownership of Common Stock or Series A Preferred Stock, such as a bank or brokerage account statement,~~ to ~~be admitted to~~access the Annual Meeting ~~website.~~prior to the start time. A link on the Annual Meeting page will provide further assistance should you need it.

The Annual Meeting will begin promptly at 11:00 a.m., Central Standard Time. We encourage you to access the Annual Meeting prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined in this Proxy Statement. If you ~~are a participant~~have difficulty accessing the Annual Meeting, or if any technical difficulties arise during the Annual Meeting, please call the number included in the ~~ESOP, although~~email you ~~may attend~~will receive one hour prior to the ~~virtual~~start of the Annual Meeting ifwith your login information. On December 15, 2021, there will be technicians available to assist you ~~can provide proof that you are an ESOP participant, you will not be able~~beginning at 10:30 a.m., Central Standard Time, with any difficulties.

In the event technical issues or other events delay or disrupt our ability to ~~cast a vote at~~convene the meeting with respect to any shares you hold through the ESOP. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of proof of ownership. If you are a participant in the 401(k), although you may attend the virtual Annual Meeting ~~if you can provide proof~~for longer than 30 minutes, we will make an announcement on our website at www.farmerbros.com regarding a date and/or time for reconvening the Annual Meeting. In the event of disorder, technical malfunction or other significant problem that ~~you are a 401(k) participant, you will not be able to cast a vote at~~disrupts the ~~meeting with respect to any shares you hold through~~Annual Meeting, the ~~401(k). Any holder~~chair of ~~a proxy from a stockholder must present~~ the ~~proxy card, properly executed, and a copy~~Annual Meeting may adjourn, recess, or expedite the Annual Meeting, or take such other action as the chair determines is appropriate in light of ~~proof of ownership.~~

~~Your vote is very important. Please submit your proxy card even if you plan to attend~~ the ~~virtual Annual Meeting.~~circumstances.

How will votes be tabulated?

All votes will be tabulated by the inspector of election appointed by the Company for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions in accordance with Delaware law.

What is a “broker non-vote”?

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your bank, broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. Brokers generally do not have discretionary voting power (i.e., they cannot vote) on non-routine matters without specific instructions from

their customers. Proposals are determined to be routine or non-routine matters based on the rules of the various regional and national exchanges of which the brokerage firm is a member. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of Deloitte as our independent registered public accounting firm. Brokers, however, do not have discretionary authority to vote on ~~the election~~any of ~~directors to serve on~~ our ~~Board, the advisory vote to approve the compensation paid to our named executive officers, and the approval of the Company’s forum selection by-law,~~other proposals, because they are considered non-routine matters. Consequently, without your voting instructions, the bank, broker or other nominee that holds your shares cannot vote your share on these proposals.

What vote is required to approve each proposal?

Election of Directors. Directors are elected by a plurality of the votes of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present in person (virtually) or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.

This means that the ~~two~~five individuals nominated for election to the Board at the Annual Meeting who receive the highest number of properly cast “FOR” votes (among votes properly cast in person (virtually) or by proxy) will be elected as directors. In director elections, stockholders may either vote “FOR” or withhold voting authority with respect to director nominees. Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Broker non-votes will also not affect the outcome of the election of directors.

Approval of an Amendment to the Amended and Restated2017 Plan.The vote to approve an amendment to the Amended and Restated 2017 Plan requires the affirmative vote of a majority of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will not affect the outcome of the vote to approve the amendment to the Amended and Restated 2017 Plan because shares held by a bank, broker or other nominee who has not received instructions from the beneficial owner of the shares as to how the shares are to be voted are not entitled to vote on this proposal.

Approval of an Amendment to the Amended and RestatedCertificate of Incorporation.The vote to approve an amendment to the Amended and Restated Certificate of Incorporation requires the affirmative vote of a majority of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will not affect the outcome of the vote to approve the Amended and Restated Certificate of Incorporation because shares held by a bank, broker or other nominee who has not received instructions from the beneficial owner of the shares as to how the shares are to be voted are not entitled to vote on this proposal.

Ratification of Accountants. The ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, ~~2021~~2022 requires the affirmative vote of a majority of the shares of Common Stock and Series A Preferred

Stock (on an as-converted basis voting together with the Common Stock as a single class) present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as votes “against” the ratification. Because brokers have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with the ratification.

Advisory (Non-Binding) Vote to Approve the Compensation Paid to our Named Executive Officers. The advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers requires the affirmative vote of a majority of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will not affect the outcome of the vote to approve the compensation paid to the Company’s Named Executive Officers because shares held by a bank, broker or other nominee who has not received instructions from the beneficial owner of the shares as to how the shares are to be voted are not entitled to vote on this proposal.

~~Approval of the Amended and Restated 2017 Plan.~~ The vote to approve the Amended and Restated 2017 Plan requires the affirmative vote of a majority of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present or represented by proxy at the Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will not affect the outcome of the vote to approve the Amended and Restated 2017 Plan because shares held by a bank, broker or other nominee who has not received instructions from the beneficial owner of the shares as to how the shares are to be voted are not entitled to vote at the Annual Meeting.

What do I do if I receive more than one proxy card or voting instruction form?

If you receive more than one proxy card or voting instruction form from your bank, broker or other nominee, it means you hold shares that are registered in more than one name or account. To ensure that all of your shares are voted, sign, date and return each proxy card or voting instruction form. To vote by telephone or over the Internet, follow the instructions for voting over the Internet or by telephone provided on the ~~enclosed~~ proxy card or provided on the voting instruction form provided by your bank, broker or other nominee.

How will my shares be voted if I sign, date and return the proxy card but do not specify how I want my shares to be voted?

As a stockholder of record, if you sign, date and return the proxy card but do not specify how you want your shares to be voted, your shares will be voted by the proxy holders named in the ~~enclosed~~ proxy card as follows:

“FOR” the election of each of the ~~two~~five Board nominees named herein to serve on our Board as directors for a one-year term of office expiring at the Company’s ~~2021~~2022 Annual Meeting of Stockholders and until their successors are elected and duly qualified;

"FOR” the approval of the amendment to the Amended and Restated 2017 Plan;

“FOR” the approval of the amendment to the Amended and Restated Certificate of Incorporation;

“FOR” the ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, ~~2020;~~2022; and

“FOR” the approval of, in an advisory (non-binding) vote, the compensation paid to our Named Executive ~~Officers; and~~

~~“FOR” the approval of the Amended and Restated 2017 Plan.~~Officers.

In their discretion, the proxy holders named in the ~~enclosed~~ proxy card are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof.

The Board of Directors knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement.

How can I revoke a proxy?

If you vote by proxy, you may revoke that proxy or change your vote at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy or change their vote prior to the Annual Meeting by sending to the Company’s Secretary, at the Company’s principal executive offices at 1912 Farmer Brothers Drive, Northlake, Texas 76262, a written notice of revocation or a duly executed proxy bearing a later date, by attending the ~~virtual~~ Annual Meeting and voting, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card. Please note that attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting a new voting instruction form to your bank, broker or other nominee. Please note that if your shares are held of record by a bank, broker or other nominee, and you decide to attend and vote at the ~~virtual~~ Annual Meeting, your vote at the ~~virtual~~ Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your bank, broker or other nominee). ESOP participants

must contact the ESOP Trustee directly to revoke any prior voting instructions. 401(k) participants must contact the 401(k) Trustee directly to revoke any prior voting instructions.

When will the voting results be announced?

The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. If our final voting results are not available within four business days after the Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

\Could developments regarding COVID-19 affect our Meeting?

We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose as it relates to the current, ongoing COVID-19 pandemic. Therefore, we intend to hold the Annual Meeting in a virtual format via a live webcast. In the event that the logistics of our Annual Meeting are further impacted by developments related to or stemming from the COVID-19 pandemic, we will announce such information as promptly as practicable. If such event occurs, we intend to take all reasonable steps necessary to inform our stockholders, intermediaries, and other market participants of such changes, including but not limited to, the issuance of a press release announcing such changes and the filing of such announcement with the SEC as definitive additional soliciting material. Please additionally monitor our website at www.farmerbros.com for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting.

Are there interests of certain persons in matters to be acted upon?

NoExcept as provided below, no director or executive officer of the Company who has served at any time since the beginning of the ~~2020~~2021 fiscal year, and no nominee for election as a director of the Company, or any of their respective associates, has any substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting other than Proposal No. ~~1-Election~~1—Election of Directors.

With regard to Proposal No. 42 to approve an amendment to the Amended and Restated 2017 Plan, key employees and directors of the Company will be eligible to receive equity and equity-linked long-term incentive compensation awards and performance-based cash incentive awards under the ~~plan,~~Amended and Restated 2017 Plan, as amended, if it is approved. Accordingly, certain employees and directors of the Company have a substantial interest in the approval of ~~the Amended and Restated 2017 Plan proposal.~~Proposal No. 2.

Who will solicit proxies on behalf of the Board?

The Company has retained Morrow Sodali, a proxy solicitation firm, who may solicit proxies on the Board’s behalf. Proxies may also be solicited on behalf of the Board, without additional compensation, by the Company’s directors, certain executive officers and other employees of the Company.

The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, Internet and personal solicitation by our directors, director nominees and certain of our executive officers and other employees (who will receive no additional compensation for such solicitation activities), or by Morrow Sodali. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website or other websites. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites listed in this Proxy Statement is part of this Proxy Statement. These website addresses are intended to be inactive textual references only.

Who is paying for the cost of this proxy solicitation?

The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders by, or on behalf of, the Company, will be borne by the Company. The Company has agreed to pay Morrow Sodali a fee of $12,500 plus associated disbursements and other variable costs. The Company will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain customary claims, liabilities, losses, damages and expenses. Copies of the Company’s solicitation material will be furnished to banks, brokerage houses, dealers, the ESOP Trustee, the 401(k) Trustee, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our ~~2020~~2021 Annual Report, which includes our ~~2020~~2021 Form 10-K, to beneficial owners. In addition, if asked, the Company will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

Who can answer my questions?

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please ~~sign and date~~follow the ~~enclosed~~instructions set forth in the proxy card or voting instruction form ~~and return it in the enclosed postage-paid envelope promptly or~~to vote by mail, Internet or telephone. If you have any questions or require assistance in submitting a proxy for your shares, please call Morrow Sodali, the firm assisting us in the solicitation of proxies:

470 West Avenue

Stamford, Connecticut 06902

Stockholders Call Toll Free: (800) 662-5200 (within the U.S.)

Banks and Brokers Call Collect: (203) 658-9400

FARM@morrowsodali.com

How can I obtain additional copies of these materials or copies of other documents?

Complete copies of this Proxy Statement and the ~~2020~~2021 Annual Report, which includes our ~~2020~~2021 Form 10-K, and directions to the Annual Meeting are also available at www.proxydocs.com/FARM. You may also contact Morrow Sodali for additional copies. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Vote Required

Each share of Common Stock is entitled to one vote for each of the ~~two~~five director seats to be filled at the Annual Meeting. Each share of Series A Preferred Stock is entitled to vote on an as-converted basis together with the Common Stock as a single class for each of the ~~two~~five director seats to be filled at the Annual Meeting. Each stockholder will be given the option of voting “FOR” or withholding authority to vote for each nominee. Cumulative voting is not permitted. It is the intention of the proxy holders named in the ~~enclosed~~ proxy to vote the proxies received by them “FOR” the election of the ~~two~~five director nominees named herein unless the proxies direct otherwise. If either of the director nominees should be unable to serve or for good cause will not serve, your proxy will be voted for such substitute nominee(s) as the holders of your proxy, acting in their discretion, may determine.

Directors are elected by a plurality of the votes of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present in person (virtually) or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the ~~two~~five individuals nominated for election to the Board at the Annual Meeting who receive the largest number of properly cast “FOR” votes (among votes properly cast in person (virtually) or by proxy) will be elected as directors. In director elections, stockholders may either vote “FOR” or withhold voting authority with respect to director nominees. Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of ~~either~~any or ~~both~~all of the ~~two~~five nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and abstentions will have no effect on the election of directors.

Nominees for Election as Directors

Set forth below is biographical information for each of the Board’s nominees for election as a director at the Annual Meeting, including a summary of the specific experience, qualifications, attributes and skills which led our Board to conclude that the individual should serve on the Board at this time, in light of the Company’s business and structure.

Allison M. Boersma, age ~~55,~~56, has served on our Board since 2017 and is currently the Chief Financial Officer and Chief Operating Officer of BRG Sports Inc., a corporate holding company of leading brands that design, develop and market innovative sports equipment, protective products, apparel and related accessories. The company’s core football brand, Riddell, is the industry leader in football helmet technology and innovation. Ms. Boersma has served as the finance and operations leader for BRG Sports since April 2016, responsible for financial oversight, including planning, treasury and risk management; leadership of global sourcing, manufacturing and distribution; strategic planning and acquisitions; and manufacturing strategy. Ms. Boersma has also served as Chief Financial Officer and Chief Operating Officer of Riddell Inc., since May 2014, and Senior Vice President Finance and Chief Financial Officer of Riddell, from February 2009 to May 2014. Previously, Ms. Boersma was a finance executive with Kraft Foods, a multinational confectionery, food and beverage conglomerate, for over 17 years, with various positions of increasing responsibility, including serving as Senior Director Finance, Global Procurement, from May 2007 to February 2009, with leadership and oversight of commodity hedging and risk management, including for coffee; execution of global strategies to improve supplier performance; commodity tracking and derivative accounting. Other positions with Kraft included Controller, Grocery Sector; Controller, Meals Division; Director, Sales Finance, Kraft Food Services Division; and Senior Manager, Corporate Financial Business Analysis. Ms. Boersma began her career as a Senior Auditor with Coopers & Lybrand. Ms. Boersma received her undergraduate degree in Accountancy from the University of Illinois Champaign-Urbana, and her Masters of Management, Marketing and Finance, from JL Kellogg Graduate School of Management.

We believe Ms. Boersma’s qualifications to serve on our Board include her CFO and COO leadership, coffee industry knowledge and foodservice experience, supply chain and manufacturing experience, accounting and financial expertise, as well as her experience in IT, risk assessment, strategy formation and execution, mergers and acquisitions, and global sourcing.

Stacy Loretz-Congdon, age 62, has served on our Board since 2018. She retired at the end of 2016 after 26 years of service at Core-Mark Holding Company, Inc. ("Core-Mark"), one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America, where she served in various capacities, including as Senior Vice President, Chief Financial Officer and Assistant Secretary from December 2006 to May 2016 and Executive Advisor from May 2016 through December 2016. From January 2003 to December 2006, Ms. Loretz-Congdon served as Core-Mark’s Vice President of Finance and Treasurer and from November 1999 to January 2003 served as Core-Mark’s Corporate Treasurer. Ms. Loretz-Congdon joined Core-Mark in 1990. Ms. Loretz-Congdon’s experience at Core-Mark included oversight of all finance functions, including all corporate finance disciplines, strategy execution, risk mitigation, investor relations, as well as involvement with benefits, executive compensation and technology initiatives. During her tenure as Senior Vice President and Chief Financial Officer, Ms. Loretz-Congdon served on the Information Technology Steering Committee and the Investment Committee at Core-Mark, as well as a board member of all Core-Mark subsidiaries. Core-Mark was a Fortune 500, publicly traded company listed on the Nasdaq Global Market until September 2021 when it merged with Performance Food Group Company. In 2015, Ms. Loretz-Congdon was named as one of the Top 50 female

CFOs in the Fortune 500 by Business Insider and Woman of the Year by Convenience Store News. Ms. Loretz-Congdon is an NACD Board Leadership Fellow. Prior to joining Core-Mark, Ms. Loretz-Congdon was an auditor for Coopers & Lybrand. Ms. Loretz-Congdon received her Bachelor of Science degree in Accounting from California State University, San Francisco.

We believe Ms. Loretz-Congdon’s qualifications to serve on our Board include her leadership as a former public company CFO, including accounting and financial expertise and regulatory compliance, as well as her financial planning and analysis, capital markets, corporate finance, M&A, IT, distribution and foodservice logistics, risk assessment, strategy formation and execution, compensation, and corporate governance experience, including her qualifications for service on the Company’s Audit Committee and Nominating and Corporate Governance Committee.

Alfred Poe, age ~~71,~~72, has served on our Board since 2020 and is currently the Chief Executive Officer of AJA Restaurant Corp., serving as such since 1999. From 1997 to 2002, he was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products. He was Chairman of the Board and Chief Executive Officer of MenuDirect Corporation from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of the Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc. Mr. Poe currently serves on the Board of Directors of B&G, Foods, Inc., a manufacturer and distributor of shelf-stable food and household products across the United States, Canada and Puerto Rico and a publicly traded company listed on the New York Stock Exchange, since 1997. Mr. Poe has previously served on the boards of directors of Centerplate, Inc. and State Street Bank.

other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience.

John D. Robinson, age 62, joined Sequel Holdings, a private equity firm, in 2017 and is currently an operating partner focusing on food and beverage opportunities. Currently, Mr. Robinson serves as CEO of Chairmans Foods, a Sequel Holdings portfolio company. Prior to joining Sequel Holdings, from 2009 to 2015, Mr. Robinson was Managing Partner for Rutherford Wine Studios LLC, dba The Ranch Winery, a wine co-packing and processing facility in Napa Valley, California, which was sold to E&J Gallo Winery in 2015. Prior to that, he held leadership roles at Morningstar Foods, Dean Foods Company and Robinson Dairy. Mr. Robinson received a Bachelor of Science in Business Administration from the University of Arizona.

We believe Mr. Robinson’s qualifications to serve on our Board include significant food and beverage industry and direct store delivery experience, as well as strategic planning and executive leadership development.

Waheed Zaman, age 61, has served on our Board since September 2021 and is currently the Chief Executive Officer of W&A Consulting, a consulting and advisory firm, where he advises senior executives on transformational change and consults with leaders and teams on personal success and leadership practices to ensure organizational effectiveness and strategy execution, serving as such since April 2017. He also serves as Advisor to Thematiks, a business research company. From April 2013 to March 2017, he was the Senior Vice President, Chief Corporate Strategy & Administrative Officer at the Hershey Company, a food manufacturer. Prior to that, he held leadership roles at Chiquita Brands International and Procter & Gamble. Mr. Zaman holds a bachelor's degree with a double major in Computer Science and Policy Studies from Dartmouth College.

We believe Mr. Zaman’s qualifications to serve on our Board include his more than 35 years of global consumer products experience. He has extensive experience working with multiple Boards of Directors and has led transformational enterprise-wide change across corporate strategy, information technology, supply chain, and consumer and retail analytics.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

EACH OF THE NOMINEES NAMED ABOVE.

Vote Required

Each share of Common Stock is entitled to one vote for each of the five director seats to be filled at the Annual Meeting. Each share of Series A Preferred Stock is entitled to vote on an as-converted basis together with the Common Stock as a single class for each of the five director seats to be filled at the Annual Meeting. Each stockholder will be given the option of voting “FOR” or withholding authority to vote for each nominee. Cumulative voting is not permitted. It is the intention of the proxy holders named in the proxy to vote the proxies received by them “FOR” the election of the five director nominees named herein unless the proxies direct otherwise. If either of the director nominees should be unable to serve or for good cause will not serve, your proxy will be voted for such substitute nominee(s) as the holders of your proxy, acting in their discretion, may determine.

Directors ~~Continuing~~are elected by a plurality of the votes of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present in ~~Office~~person (virtually) or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the five individuals nominated for election to the Board at the Annual Meeting who receive the largest number of properly cast “FOR” votes (among votes properly cast in person (virtually) or by proxy) will be elected as directors. In director elections, stockholders may either vote “FOR” or withhold voting authority with respect to director nominees. Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the five nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and abstentions will have no effect on the election of directors.

Nominees for Election as Directors

Set forth below is biographical information for each of the Board’s nominees for election as a director ~~continuing in office and~~at the Annual Meeting, including a summary of the specific experience, qualifications, attributes and skills which led our Board to conclude that the individual should serve on the Board at this time, in light of the Company’s business and structure.

Allison M. Boersma, age 56, has served on our Board since 2017 and is currently the Chief Financial Officer and Chief Operating Officer of BRG Sports Inc., a corporate holding company of leading brands that design, develop and market innovative sports equipment, protective products, apparel and related accessories. The company’s core football brand, Riddell, is the industry leader in football helmet technology and innovation. Ms. Boersma has served as the finance and operations leader for BRG Sports since April 2016, responsible for financial oversight, including planning, treasury and risk management; leadership of global sourcing, manufacturing and distribution; strategic planning and acquisitions; and manufacturing strategy. Ms. Boersma has also served as Chief Financial Officer and Chief Operating Officer of Riddell Inc., since May 2014, and Senior Vice President Finance and Chief Financial Officer of Riddell, from February 2009 to May 2014. Previously, Ms. Boersma was a finance executive with Kraft Foods, a multinational confectionery, food and beverage conglomerate, for over 17 years, with various positions of increasing responsibility, including serving as Senior Director Finance, Global Procurement, from May 2007 to February 2009, with leadership and oversight of commodity hedging and risk management, including for coffee; execution of global strategies to improve supplier performance; commodity tracking and derivative accounting. Other positions with Kraft included Controller, Grocery Sector; Controller, Meals Division; Director, Sales Finance, Kraft Food Services Division; and Senior Manager, Corporate Financial Business Analysis. Ms. Boersma began her career as a Senior Auditor with Coopers & Lybrand. Ms. Boersma received her undergraduate degree in Accountancy from the University of Illinois Champaign-Urbana, and her Masters of Management, Marketing and Finance, from JL Kellogg Graduate School of Management.

Name

Age

Director
Since

Term
Expiration

Audit
Committee

Compensation
Committee

Nominating
and
Corporate
Governance
Committee

Stacy Loretz-Congdon 61 2018 2021 X X
Charles F. Marcy 70 2013 2022 Chair X
D. Deverl Maserang 57 2019 2022
Christopher P. Mottern 76 2013 2022 X

Stacy Loretz-Congdon, age ~~61,~~62, has served on our Board since 2018. She retired at the end of 2016 after 26 years of service at Core-Mark Holding Company, Inc. ("Core-Mark"), one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America, where she served in various capacities, including as Senior Vice President, Chief Financial Officer and Assistant Secretary from December 2006 to May 2016 and Executive Advisor from May 2016 through December 2016. From January 2003 to December 2006, Ms. Loretz-Congdon served as Core-Mark’s Vice President of Finance and Treasurer and from November 1999 to January 2003 served as Core-Mark’s Corporate Treasurer. Ms. Loretz-Congdon joined Core-Mark in 1990. Ms. Loretz-Congdon’s experience at Core-Mark included oversight of all finance functions, including all corporate finance disciplines, strategy execution, risk mitigation, investor relations, as well as involvement with benefits, executive compensation and technology initiatives. During her tenure as Senior Vice President and Chief Financial Officer, Ms. Loretz-Congdon served on the Information Technology Steering Committee and the Investment Committee at Core-Mark, as well as a board member of all Core-Mark subsidiaries. Core-Mark iswas a Fortune 500, publicly traded company listed on the ~~NASDAQ~~Nasdaq Global ~~Market.~~Market until September 2021 when it merged with Performance Food Group Company. In 2015, Ms. Loretz-Congdon was named as one of the Top 50 female

~~Charles F. Marcy,~~Alfred Poe, age 70, 72, has served on our Board since 2020 and is ~~a food industry consultant. He served as~~currently the Chief Executive Officer of ~~Turtle Mountain, LLC,~~AJA Restaurant Corp., serving as such since 1999. From 1997 to 2002, he was the Chief Executive Officer of Superior Nutrition Corporation, a ~~privately held natural foods company, and the maker~~provider of nutrition products. He was Chairman of the So Delicious brand of dairy free products from May 2013 until April 2015. Prior to this, he was a principal with Marcy & Partners, Inc., providing strategic planning and acquisition consulting to consumer products companies. Mr. Marcy served as PresidentBoard and Chief Executive Officer ~~and~~of MenuDirect Corporation from 1997 to 1999. Mr. Poe was a ~~member~~Corporate Vice President of ~~the Board of Directors of Healthy Food Holdings, a holding company for branded “better-for-you” foods and the maker of YoCrunch Yogurt and Van’s Frozen Waffles~~Campbell Soup Company from ~~2005~~1991 through April 2010. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2005. Mr. Marcy also previously served as President and Chief Executive Officer and a member of the Board of Directors of the Sealright Corporation, a manufacturer of food and beverage packaging and packaging systems, from 1995 to 1998.1996. From 1993 ~~to 1995, Mr. Marcy~~through 1996, he was the President of the ~~Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products.~~Campbell's Meal Enhancement Group. From ~~1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974~~1982 to 1991, Mr. ~~Marcy~~Poe held various ~~senior marketing~~positions, including Vice President, Brands Director and ~~strategic planning roles~~Commercial Director with ~~Sara Lee Corporation and Kraft General Foods.~~Mars, Inc. Mr. ~~Marcy~~Poe currently serves ~~as First Vice Chair~~ on the ~~Board of Trustees of Washington and Jefferson College and has served on the~~

Board of Directors of B&G, Foods, Inc. ~~(“B&G”)~~, a manufacturer and distributor of shelf-stable food and household products across the United States, Canada and Puerto Rico and a publicly traded company listed on the New York Stock Exchange, since ~~2010.~~1997. Mr. ~~Marcy~~Poe has previously served on the ~~Strategy Committee~~boards of directors of Centerplate, Inc. and currently serves as a member of the Audit Committee, a member of the Compensation Committee and a member of the Risk Committee of the Board of Directors of B&G. Mr. Marcy received his undergraduate degree in Mathematics and Economics from Washington and Jefferson College, and his MBA from Harvard Business School. Mr. Marcy is an NACD Board Leadership Fellow and has demonstrated his commitment to boardroom excellence by completing NACD’s advanced corporate governance program for directors. Mr. Marcy has served on the Company's Board of Directors since 2014 and is currently a member of the Nominating and Corporate Governance Committee and Chair of the Compensation Committee.State Street Bank.

We believe Mr. ~~Marcy’s~~Poe’s qualifications to serve on our Board include his ~~leadership~~many years of experience as a ~~former CEO, extensive experience~~chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boards of directors of other public companies. In addition to bringing industry ~~including foodservice, manufacturing, supply chain, marketing~~experience, Mr. Poe brings key senior management, leadership, financial and ~~regulatory experience, as well as his~~strategic planning, corporate governance and public company ~~board and~~ executive compensation experience.

John D. ~~Deverl Maserang II,~~Robinson, age 5762, joined Sequel Holdings, a private equity firm, in 2017 and is currently an operating partner focusing on food and beverage opportunities. Currently, Mr. Robinson serves as CEO of Chairmans Foods, a Sequel Holdings portfolio company. Prior to joining Sequel Holdings, from 2009 to 2015, Mr. Robinson was Managing Partner for Rutherford Wine Studios LLC, dba The Ranch Winery, a wine co-packing and processing facility in Napa Valley, California, which was sold to E&J Gallo Winery in 2015. Prior to that, he held leadership roles at Morningstar Foods, Dean Foods Company and Robinson Dairy. Mr. Robinson received a Bachelor of Science in Business Administration from the University of Arizona.

Waheed Zaman, ,age 61, has served on our Board since September 2021 and is ~~President and~~currently the Chief Executive Officer of ~~the Company,~~W&A Consulting, a consulting and advisory firm, where he advises senior executives on transformational change and consults with leaders and teams on personal success and leadership practices to ensure organizational effectiveness and strategy execution, serving as such since ~~September 2019. Prior~~April 2017. He also serves as Advisor to joining the Company, from 2017 to 2019, Mr. Maserang served as President and Chief Executive Officer of Earthbound Farm Organic, a global leader in organic food and farming. From 2016 to 2017, Mr. Maserang served as Managing Partner of TADD Holdings,Thematiks, a business ~~advisory firm.~~research company. From April 2013 to ~~2016, Mr. Maserang~~March 2017, he was ~~Executive~~the Senior Vice President, ~~Global Supply Chain for Starbucks Corporation,~~Chief Corporate Strategy & Administrative Officer at the Hershey Company, a global coffee roaster and retailer, where he was responsible for end-to-end supply chain operations globally spanning manufacturing, engineering, procurement, distribution, planning, transportation, inventory management and worldwide sourcing.food manufacturer. Prior to that, he held leadership roles at Chiquita Brands International ~~Peak Management Group, FreedomPay, Installation Included, Pepsi Bottling Group~~ and ~~United Parcel Service.~~Procter & Gamble. Mr. ~~Maserang received his Bachelor of~~Zaman holds a bachelor's degree with a double major in Computer Science ~~degree~~and Policy Studies from ~~Texas Tech University.~~Dartmouth College.

We believe Mr. ~~Maserang’s~~Zaman’s qualifications to serve on our Board include his leadership as CEO, coffee industry, foodservice, manufacturing, engineering, procurement, distribution, planning, transportation, inventory management, worldwide sourcing, turnaround, and supply chain expertise.

~~Christopher P. Mottern,~~ ~~age 76~~, ~~has served as Chairman~~more than 35 years of the Board of the Company, since January 2020. He acted as interim President and Chief Executive Officer of Farmer Bros. Co. from May through October 2019. Prior to joining Farmer Bros. Co. in his interim role, Mr. Mottern was an independent business consultant. He served as President and Chief Executive Officer of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company, from 1997 to 2002 and a director of Peet’s Coffee & Tea, Inc., from 1997 through 2004. From 1992 to 1996, Mr. Mottern served as President of The Heublein Wines Group, a manufacturer and marketer of wines, now part of Diageo plc, a multinational alcoholic beverage company. From 1986 through 1991, he served as President and Chief Executive Officer of Capri Sun, Inc., one of the largest single-service juice drink manufacturers in the United States.global consumer products experience. He has ~~served as a director, including lead director,~~extensive experience working with multiple Boards of Directors and ~~member of the finance committee, of a number of private companies. Mr. Mottern received his undergraduate degree in Accounting from the University of Connecticut.~~

~~We believe Mr. Mottern’s qualifications to serve on our Board include his leadership as a former CEO, coffee industry, foodservice, manufacturing,~~has led transformational enterprise-wide change across corporate strategy, information technology, supply chain, and consumer ~~branding experience, risk oversight experience,~~ and ~~financial and accounting expertise.~~retail analytics.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

EACH OF THE NOMINEES NAMED ABOVE.

~~PROPOSAL NO. 2~~

~~RATIFICATION OF SELECTION OF~~

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~General~~

The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending June 30, 2021, and has further directed that management submit this selection for ratification by the stockholders at the Annual Meeting. Deloitte has served as the Company’s independent registered public accounting firm since fiscal 2014. A representative of Deloitte is expected to be present at the virtual Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Stockholder ratification of the selection of Deloitte as the Company’s independent registered public accounting firm is not required by the By-Laws or otherwise. However, the Board is submitting the selection of Deloitte to stockholders for ratification because the Company believes it is a matter of good corporate governance practice. If the Company’s stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interest and that of our stockholders.

~~Vote Required~~CORPORATE GOVERNANCE

Board Meetings and Attendance

The ~~affirmative vote~~Board held seven meetings during fiscal 2021, including five regular meetings and two special meetings. During fiscal 2021, each director attended at least 75% of the total number of meetings of the Board of Directors (held during the period for which he or she served as a director) and committees of the Board on which he or she served (during the periods that he or she served). The independent directors generally meet in executive session in connection with each regularly scheduled Board meeting. Under the Company’s Corporate Governance Guidelines, continuing directors are expected to attend the Company’s annual meeting of stockholders absent a valid reason. All directors who were then serving were present at the 2020 Annual Meeting of Stockholders held on December 9, 2020 (the “2020 Annual Meeting”).

Charters; Code of Conduct and Ethics; Corporate Governance Guidelines

The Board maintains charters for its committees, including the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. In addition, the Board has adopted a written Code of Conduct and Ethics for all employees, officers and directors. The Board maintains Corporate Governance Guidelines as a framework to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. Current standing committee charters, the Code of Conduct and Ethics and the Corporate Governance Guidelines are available on the Company’s website at www.farmerbros.com. Information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.

Director Independence

At least annually and in connection with any individuals being nominated to serve on the Board, the Board reviews the independence of each director or nominee, including pursuant to Rule 5605 of the Nasdaq Stock Market, Inc. Marketplace Rules (“Nasdaq Listing Rules”), and affirmatively determines whether each director or nominee qualifies as independent.

The Board believes that stockholder interests are best served by having a number of objective, independent representatives on the Board. For this purpose, a director or nominee will be considered to be “independent” only if the Board affirmatively determines that the director or nominee has no relationship with respect to the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a ~~majority~~director. Additionally, pursuant to Rule 5605 of the ~~shares of Common Stock and Series A Preferred Stock (on~~Nasdaq Listing Rules, our Board must determine that an ~~as-converted basis voting together~~independent director has no material relationship with ~~the Common Stock~~us other than as a ~~single class) present~~director. The standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. The standards also prohibit Audit Committee members from having any direct or indirect financial relationship with us and restrict both commercial and not-for-profit relationships between us and each director. We may not give personal loans or extensions of credit to our directors, and all directors are required to deal at arm’s length with us and our subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

In making its independence determinations, the Board reviewed transactions, relationships, behavior and arrangements between each director and nominee, or any member of his or her immediate family, and us or our subsidiaries based on information provided by the director or nominee, our records and publicly available information. The Board made the following independence determinations (the transactions, relationships and arrangements reviewed by the Board in ~~person (virtually) or represented by proxy~~making such determinations are set forth in the footnotes below):


Director						Status
Allison M. Boersma						Independent
Stacy Loretz-Congdon						Independent (1)
Charles F. Marcy						Independent
D. Deverl Maserang						Not Independent (2)
Christopher P. Mottern						Independent
Alfred Poe						Independent
John D. Robinson (director nominee)						Independent
Waheed Zaman						Independent

__________

(1) Core-Mark was a customer of the Company in fiscal 2021 and continues to be a customer of the Company in fiscal 2022. Ms. Loretz-Congdon retired at the ~~Annual Meeting~~end of 2016 after 26 years of service at Core-Mark, including as Senior Vice President, Chief Financial Officer and ~~entitled~~Assistant Secretary from December 2006 to ~~vote thereat~~May 2016 and Executive Advisor from May 2016 to

December 2016. Ms. Loretz-Congdon also serves as a Board Director and Treasurer of the Core-Mark Families Foundation, an independent non-profit foundation that provides scholarships to children of Core-Mark employees, since 2015. Ms. Loretz-Congdon owns less than 1% of the outstanding publicly traded stock of Performance Food Group Company, which Core-Mark merged with in September 2021. The Board has determined that these relationships do not create a conflict of interest under the Company’s Code of Conduct and Ethics, do not require disclosure under Item 404(a) of Regulation S-K, and do not interfere with Ms. Loretz-Congdon’s exercise of independent judgment in carrying out the responsibilities of a director of the Company.

(2) Mr. Maserang is ~~required~~the Company’s President and Chief Executive Officer.

Board Committees

The Board of Directors has three standing committees: the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Summary information about each of these committees is set forth below.

Additionally, from time to ~~ratify~~time, the ~~selection~~Board has established ad hoc or other committees, on an interim basis, to assist the Board with its consideration of ~~Deloitte. Abstentions will~~specific matters, and it expects to continue to do so as it may determine to be prudent and advisable in the future. In July 2020, the Board established the Director Search Committee (the "Search Committee").

Audit Committee

The Audit Committee is a standing committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee’s principal purposes are to oversee, on behalf of the Board, the accounting and financial reporting processes of the Company and the audit of the Company’s financial statements. As described in its charter, available on the Company’s website under Corporate Governance - Committee Charters, the Audit Committee’s responsibilities include assisting the Board in overseeing: (i) the integrity of the Company’s financial statements; (ii) the independent auditor’s qualifications and independence; (iii) the performance of the Company’s independent auditor and internal audit function; (iv) the Company’s compliance with legal and regulatory requirements relating to accounting and financial reporting matters; (v) the Company’s system of disclosure controls and procedures, internal control over financial reporting that management has established, and compliance with ethical standards adopted by the Company; and (vi) the Company’s framework and guidelines with respect to risk assessment and risk management, including the Company’s cyber security risk. The Audit Committee is directly and solely responsible for the appointment, dismissal, compensation, retention and oversight of the work of any independent auditor engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor reports directly to the Audit Committee.

During fiscal 2021, the Audit Committee held five meetings. Allison M. Boersma currently serves as Chair, and Stacy Loretz-Congdon, Alfred Poe and Waheed Zaman currently serve as members of the Audit Committee. Mr. Zaman joined the Audit Committee in September 2021 upon joining the Board. All directors who currently serve on the Audit Committee meet the Nasdaq composition requirements, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that all such directors are independent under the Nasdaq listing standards and the rules of the SEC regarding audit committee membership. The Board has determined that Ms. Boersma, Ms. Loretz-Congdon, and Mr. Poe are “audit committee financial experts” as defined in Item 407(d) of Regulation S-K under the Exchange Act.

Compensation Committee

The Compensation Committee is a standing committee of the Board. As described in its charter, available on the Company’s website under Corporate Governance - Committee Charters, the Compensation Committee’s principal purposes are to discharge the Board’s responsibilities related to compensation of the Company’s executive officers and administer the Company’s incentive and equity compensation plans. The Compensation Committee’s objectives and philosophy with respect to the fiscal 2021 executive compensation program, and the actions taken by the Compensation Committee in fiscal 2021 with respect to the compensation of our Named Executive Officers, are described below under the heading “Compensation Discussion and Analysis.”

The Compensation Committee also is responsible for evaluating and making recommendations to the Board regarding director compensation. In addition, the Compensation Committee is responsible for conducting an annual risk evaluation of the Company’s compensation practices, policies and programs.

During fiscal 2021, the Compensation Committee held six meetings. Charles F. Marcy currently serves as Chair and Allison M. Boersma and Alfred Poe currently serve as members of the Compensation Committee. The Board has determined that all current Compensation Committee members are independent under the Nasdaq listing standards.

Compensation Committee Interlocks and Insider Participation

Ms. Boersma, Mr. Marcy, and Mr. Poe were members of the Compensation Committee during fiscal 2021. None of the members of the Compensation Committee is or has been an executive officer of the Company, nor did any of them have any relationships requiring disclosure by the Company under Item 404 of Regulation S-K. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of the Company or member of the Compensation Committee during fiscal 2021.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is a standing committee of the Board. As described in its charter, available on the Company’s website under Corporate Governance - Committee Charters, the Nominating and Corporate Governance Committee’s principal purposes are (i) monitoring the Company’s corporate governance structure; (ii) assisting the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with corporate governance; (iii) ensuring that the Board is appropriately constituted in order to meet its fiduciary obligations, including by identifying individuals qualified to become Board members and members of Board committees, recommending to the Board director nominees for the next annual meeting of stockholders or for appointment to vacancies on the Board, and recommending to the Board membership on Board committees (including committee chairs); (iv) leading the Board in its annual review of the Board’s performance; (v) conducting the annual performance review of the Chief Executive Officer and communicating the results to the Board; and (vi) overseeing succession planning for senior management.

During fiscal 2021, the Nominating and Corporate Governance Committee met six times. Ms. Loretz-Congdon currently serves as Chair, and Charles F. Marcy and Alfred Poe currently serve as members of the Nominating and Corporate Governance Committee. The Board has determined that all current Nominating and Corporate Governance Committee members are independent under the Nasdaq listing standards.

Other Committees

In July 2020, the Board created an ad hoc Search Committee to assist the Nominating and Corporate Governance Committee in identifying and evaluating potential candidates for future director positions. Stacy Loretz-Congdon is the sole member of the Search Committee.

Director Qualifications and Board Diversity

The Nominating and Corporate Governance Committee is responsible for recommending to the Board criteria for membership on the Board (including criteria for consideration of candidates recommended by the Company’s stockholders); identifying qualified individuals for Board membership; recommending to the Board nominees to stand for election at the annual meeting of stockholders, including consideration of recommendations from stockholders; recommending to the Board director nominees to fill vacancies on the Board as they arise; and recommending to the Board membership on Board committees (including committee chairs). The Corporate Governance Guidelines maintained by the Board include guidelines for selecting nominees to serve on the Board and considering stockholder recommendations for nominees. The Board seeks to be composed of individuals who have the ~~same effect as votes “against” the ratification. Because brokers~~highest personal and professional integrity, who have ~~discretionary authority to vote on the ratification, we do not expect any broker non-votes~~demonstrated exceptional ability and judgment and who are effective, in connection with the ~~ratification.~~

~~THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF~~

~~THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S~~

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.~~

~~SECURITY OWNERSHIP OF~~

~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

~~Security Ownership~~other members of ~~Certain Beneficial Owners~~

~~The following table sets forth certain information regarding~~ the ~~beneficial ownership~~Board, in providing the diversity of skills, expertise and perspectives appropriate for the business and operations of the Company and serving the long-term interests of the Company’s ~~voting securities as of October 13, 2020, by all persons (including any “group” as that term is used in Section 13(d)(3) of~~stockholders. All nominees should contribute substantially to the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”)) known by~~Board’s oversight responsibilities and reflect the ~~Company to be the beneficial owner of more than 5% of any class~~needs of the Company’s ~~voting securities~~business. The Nominating and Corporate Governance Committee believes that diversity has a place when choosing among candidates who otherwise meet the selection criteria, but the Company has not established a formal policy concerning diversity in Board composition. The Board currently includes two female members and two members that are racially or ethnically diverse.

In evaluating director candidates, the Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor that they deem to be relevant:

•The candidate’s experience in corporate management, such as serving as an officer or former officer of ~~such date, based~~a publicly held company;

•The candidate’s experience as a board member of another publicly held company;

•The candidate’s professional and academic experience relevant to the Company’s industry;

•The strength of the candidate’s leadership skills;

•The candidate’s senior level experience in food manufacturing and distribution, with an emphasis on ~~17,540,241 shares~~direct-store-delivery experience and expertise;

•The candidate’s experience in finance and accounting, technology and/or executive compensation practices; and

•Whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.

In addition, the Board will consider whether there are potential conflicts of Common Stock and 14,700 shares of Series A Preferred Stock, representing 425,887 shares of Common Stock on an as-converted basis, outstanding as of October 13, 2020. Each share of Series A Preferred Stock entitles the holder(s) thereof to vote on an as-converted basis togetherinterest with the ~~holders~~candidate’s other personal and professional pursuits and relationships.

The Board monitors the mix of ~~Common Stock~~specific experience, qualifications, and skills of its directors in order to ensure that the Board, as a ~~single class. As of October 13, 2020, 100%~~whole, has the necessary tools to perform its oversight function effectively in light of the ~~shares~~Company’s business and structure.

The Nominating and Corporate Governance Committee evaluates each individual in the context of ~~Series A Preferred Stock were owned by Boyd Coffee Company.~~ the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent stockholder interests through the exercise of sound judgment, using its diversity of experience. Prior to nominating a sitting director for reelection, the Nominating and Corporate Governance Committee will consider, among other things, the director’s past attendance at, and participation in, meetings of the Board and its committees, the director’s formal and informal contributions to the Board and its committees, and the director’s adherence to the Corporate Governance Guidelines and other Board approved policies.

The Nominating and Corporate Governance Committee is responsible for evaluating and recommending to the Board any changes regarding the composition, size, structure, and practices of the Board and its committees. In connection with the annual nomination of directors, the Nominating and Corporate Governance Committee reviews with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, background, and diversity advisable for the Board as a whole. The Nominating and Corporate Governance Committee periodically undertakes a skills and experience evaluation to assist the committee in planning director education programs and to identify desired skills and experience for future director nominees. The background of each continuing director and nominee is described below under “Proposal No. 1-Election of Directors.”

For purposes of ~~this table we have treated~~identifying nominees for the ~~Series A Preferred Stock~~Board of Directors, the Nominating and Corporate Governance Committee may rely on professional and personal contacts of the Board and senior management, as ~~converted into Common Stock.~~well as the Search Committee. If necessary, the Nominating and Corporate Governance Committee may explore alternative sources for identifying nominees, including engaging, as appropriate, one or more third-party search firms to assist in identifying qualified candidates. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nominating and Corporate Governance Committee.

The ~~amounts~~Nominating and ~~percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed~~Corporate Governance Committee will consider recommendations for director nominees from Company stockholders. Biographical information and contact information for proposed nominees should be sent to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are not deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of
Class(1)

Russell Investments Group, Ltd.(2) 2,639,756
15.0
Trigran Investments, Inc., Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon, Steven R. Monieson(3) 2,237,553
12.5
Richard F. Farmer(4) 1,169,891
6.5
Farmer Bros. Co. Employee Stock Ownership Plan(5) 1,156,283
6.4
Dimensional Fund Advisors LP(6) 901,427
5.0


~~(1)~~	Percent of class is calculated based on total outstanding voting securities of 17,966,128, including 17,540,241 shares of Common Stock and 14,700 shares of Series A Preferred Stock, representing 425,887 shares of Common Stock on an as-converted basis, outstanding as of October 13, 2020, and may differ from the percent of class reported in statements of beneficial ownership filed with the SEC.

~~(2)~~

This information is based on a Schedule 13G/A filed with the SEC on October 10, 2019 (the “Russell Schedule 13G”) by Russell Investments Group, Ltd. ("Russell Investments"). The Russell Schedule 13G/A reports that Russell Investments has sole voting and shared dispositive power over 2,639,756 shares of Common Stock. As indicated in the Russell Schedule 13G, the address of Russell Investments is 1301 Second Avenue, Suite 1800, Seattle, Washington 98101.

~~(3)~~

This information is based on a Schedule 13G filed with the SEC on June 1, 2020 (the “Trigran Schedule 13G”) by Trigran Investments, Inc., Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon and Steven R. Monieson (collectively, the “Trigran Filing Group”). The Trigran Schedule 13G reports that the Trigran Filing Group shares voting and dispositive power over 2,237,553 shares of Common Stock. Pursuant to the Trigran Schedule 13G, Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon and Steven R. Monieson are the controlling shareholders and/or sole directors of Trigran Investments, Inc. and may be considered the beneficial owners of the shares of Common Stock beneficially owned by Trigran Investments, Inc. As indicated in the Trigran Schedule 13D, the address of the Trigran Filing Group is 630 Dundee Road, Suite 230, Northbrook, Illinois 60062.

~~(4)~~

This information is based on a Schedule 13D/A filed with the SEC on February 10, 2020 (the “Farmer Schedule 13D/A”). The Farmer Schedule 13D/A reported that Richard F. Farmer is the beneficial owner, with sole voting and dispositive power, of 1,169,891 shares of Common Stock through certain trusts. As stated in the Farmer Schedule 13D/A, the address for Richard F. Farmer is P.O. Box 50725, Eugene, Oregon 97405.

~~(5)~~

This information is based on the Company’s records and includes 1,156,283 shares of Common Stock that are held in the ESOP and allocated to a participant’s account (“allocated shares”) as of October 13, 2020. The ESOP Trustee votes allocated shares as directed by such participant or beneficiary of the ESOP. The present members of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans (the “Management Administrative Committee”), which administers the ESOP, are Ronald J. Friedman, Jennifer H. Brown, Scott R. Lyon and Ronald Lynch. Each member of the Management Administrative Committee disclaims beneficial ownership of the securities held by the ESOP except for those, if any, that have been allocated

~~to the member as a participant in the ESOP. The address of the ESOP is c/o~~ Farmer Bros. Co., 1912 Farmer Brothers Drive, Northlake, Texas ~~76262.~~

~~(6)~~

This information is based on a Schedule 13G/A filed with the SEC on February 12, 2020 (the “Dimensional Schedule 13G/A”) by Dimensional Fund Advisors LP ("Dimensional Advisors"). The Dimensional Schedule 13G/A reports that Dimensional Advisors has sole voting power over 849,616 shares of Common Stock and sole dispositive power over 901,427 shares of Common Stock. Dimensional Advisors is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Advisors may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Advisors or its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in the Dimensional Schedule 13G/A are owned by the Funds. Dimensional Advisors disclaims beneficial ownership of such securities. As indicated in the Dimensional Schedule 13G/A, the address of Dimensional Advisors is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

76262, Attention: Secretary. The Nominating and Corporate Governance Committee will evaluate candidates proposed by stockholders in light of the criteria described above.

~~Security Ownership~~

Board Leadership Structure

Under our By-Laws, the Board of Directors, in its discretion, may choose a Chairman of the Board of Directors. If there is a Chairman of the Board of Directors, such person may exercise such powers as provided in the By-Laws or assigned by the Board of Directors. Christopher P. Mottern was appointed as Chairman of the Board in January 2020. As described below under “Proposal No. 1-Election of Directors,” Mr. Mottern has served on our Board of Directors since 2013.

Notwithstanding the current separation of Chairman of the Board and Chief Executive ~~Officers~~Officer, our Chairman of the Board is generally responsible for soliciting and collecting agenda items from other members of the Board and the Chief Executive Officer, and the Chief Executive Officer is generally responsible for leading discussions during Board meetings. This structure allows for effective and efficient Board meetings and information flow on important matters affecting the Company. As required under the Nasdaq Listing Rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board has determined that, other than Mr. Maserang, all members of the Board are independent and each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board are composed solely of independent directors. Due principally to the limited size of the Board, the Board has not formally designated a lead independent director and believes that as a result thereof, non-employee director and executive sessions of the Board, which are attended solely by non-employee directors or independent directors, as applicable, result in an open and free flow of discussion of any and all matters that any director may believe relevant to the Company and/or its management.

Although the roles of Chairman and Chief Executive Officer are currently filled by different individuals, no single leadership model is right for all companies at all times, and the Company has no bylaw or policy in place that mandates this leadership structure. The Nominating and Corporate Governance Committee will evaluate and recommend to the Board any changes in the Board’s leadership structure.

Board’s Role in Risk Oversight

The ~~following table sets forth certain~~Board of Directors recognizes that although management is responsible for identifying risk and risk controls related to business activities and developing programs and recommendations to determine the sufficiency of risk identification and the appropriate manner in which to control risk, the Board plays a critical role in the oversight of risk. The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant risks that the Company faces and how the Company is seeking to control risk if and when appropriate. In some cases, a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee has oversight responsibility of risks associated with financial accounting and audits, internal control over financial reporting, cyber security, and the Company’s major financial risk exposures, including commodity risk and risks relating to hedging programs. The Compensation Committee has oversight responsibility of risks relating to the Company’s compensation policies and practices. At each regular meeting, or more frequently as needed, the Board of Directors considers reports from the Audit Committee and Compensation Committee which provide detail on risk management issues and management’s response. The Board of Directors, as a whole, examines specific business risks in its periodic reviews of the individual business units, and also of the Company as a whole as part of its regular reviews, including as part of the strategic planning process, annual budget review and approval, and data and cyber security review. Beyond formal meetings, the Board and its committees have regular access to senior executives, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company believes that its leadership structure promotes effective Board oversight of risk management because the Board directly, and through its various committees, is regularly provided by management with the information ~~regarding~~necessary to appropriately monitor, evaluate and assess the ~~beneficial~~Company’s overall risk management, and all directors are involved in the risk oversight function.

Compensation-Related Risk

As part of its risk oversight role, our Compensation Committee annually considers whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In fiscal 2021, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including, but not limited to, the following:

•A good balance of fixed and at-risk compensation, as well as an appropriate balance of cash and equity-based compensation.

•Management incentive programs are based on multiple metrics, including strategic, individual and operational measures.

•The Compensation Committee is directly involved in setting short- and long-term incentive performance targets and payout intervals, assessing performance against targets, and reviewing/approving the performance goals for the CEO and other executives.

•Executive annual short-term incentive awards are generally capped at 200% of the target opportunity and the performance-based restricted stock units in the long-term incentive plan are capped at 180% of target opportunity.

•Long-term equity awards are generally made on an annual basis which creates overlapping vesting periods and ensures that management remains exposed to the risks of their decision-making through their unvested equity-based awards for the period during which the business risks are likely to materialize.

•Long-term compensation for senior executives is comprised of restricted stock units that vest ratably over three years and performance-based restricted stock units that are earned based on three-year performance goals. Company shares are inherently subject to the risks of the business, and the combination of options and performance-based restricted stock units ensure that management participates in these risks.

•Performance-based restricted stock units are earned based on adjusted EBITDA performance goals for each year during a full three-year performance period, as well as total shareholder return ("TSR").

•The Company has significant share ownership requirements for executives and non-employee directors. Executive officers are required to hold share-based compensation awards until meeting their ownership requirements. Company shares held by management are inherently subject to the risks of the business.

•Executive compensation is benchmarked annually relative to pay levels and practices at peer companies.

•The Company has a clawback policy in place that allows for recovery of incentive compensation if there is a material restatement of financial results caused by the fraud or misconduct of an individual which resulted in an over payment of incentives.

•The Company prohibits employees and directors from hedging or pledging its securities.

•The Compensation Committee is composed solely of independent directors and retains an independent compensation consultant to provide a balanced perspective on compensation programs and practices. The Compensation Committee approves all pay decisions for executive officers.

Communication with the Board

The Company’s annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of the Board on appropriate matters. Stockholders may communicate in writing with any particular director, any committee of the Board or the directors as a group, by sending such written communication to the Secretary of the Company at the Company’s principal executive offices, 1912 Farmer Brothers Drive, Northlake, Texas 76262. The envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder of the Company and clearly state whether the intended recipient is a particular director, a committee of the Board, or the directors as a group.

Copies of written communications received at such address will be collected, organized and reviewed regularly by the Secretary and provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of the Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company’s business, or communications that relate to improper or irrelevant topics.

The Secretary or her designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company employees or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning possible director nominees submitted by any of the Company’s ~~voting securities~~stockholders will be forwarded to the members of the Nominating and Corporate Governance Committee.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Allison Boersma, Stacy Loretz-Congdon, Alfred Poe, John Robinson and Waheed Zaman for election to the Board. If elected at the Annual Meeting, each would serve until the 2022 Annual Meeting of Stockholders and until his or her successor is elected and duly qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

At the 2019 Annual Meeting of Stockholders, stockholders approved the proposal to amend and restate the Company's Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. Prior to that time, the Board of Directors was divided into three classes, each class consisting, as nearly as possible, of ~~October 13,~~one-third of the total number of directors, with members of each class serving for a three-year term. Each year only one class of directors was subject to a stockholder vote. Class I consisted of three directors whose term of office will expire at the 2022 Annual Meeting, Class II consisted of two directors whose term of office expired at the 2020 ~~by each~~Annual Meeting, and Class III consisted of ~~our current~~one director, whose term of office will expire at the 2021 Annual Meeting of Stockholders (such former Class I directors and Class III directors, the “Continuing Classified Directors”). Beginning at the 2020 Annual Meeting, any director ~~nominees,~~elected to the Board shall be for a one-year term. Continuing Classified Directors will continue to serve for the duration of the term for which their class was originally elected.

The authorized number of directors is set forth in the Company’s Certificate of Incorporation and shall consist of not less than five nor more than nine members, the exact number of which shall be fixed from time to time by resolution of the Board. The authorized number of directors is currently eight. If the number of directors is increased or decreased, each ~~of our executive officers required to be listed pursuant to Item 402 of Regulation S-K, and all of our current directors and executive officers~~Continuing Classified Director then serving shall continue as a ~~group, based on 17,540,241 shares~~Continuing Classified Director until the expiration of ~~Common Stock and 14,700 shares~~his or her term or his or her death, resignation, retirement, disqualification or removal from office. In no event shall a decrease in the number of ~~Series A Preferred Stock, representing 425,887 shares~~directors remove or shorten the term of Common Stock on an as-converted basis, outstanding as of October 13, 2020. Each share of Series A Preferred Stock entitles the holder(s) thereof to vote on an as-converted basis together with the holders of Common Stock as a single class. For purposes of this table we have treated the Series A Preferred Stock as converted into Common Stock.

~~The amounts and percentages of shares beneficially owned are reported~~any incumbent director. Any vacancy on the ~~basis~~Board of ~~SEC regulations governing~~Directors that results from an increase in the ~~determination~~number of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are not deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one persondirectors may be ~~deemed to be~~filled by a ~~beneficial owner of securities as to which such person has no economic interest.~~

~~Except as otherwise indicated in these footnotes, each~~majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor.

As part of the Company’s ongoing consideration of the appropriate mix of skills and expertise on the Board as well as Board refreshment, the Nominating and Corporate Governance Committee established a Search Committee to assist with identifying potential director nominees. The functions performed by the Search Committee included identifying qualified candidates, conducting interviews and monitoring background checks, and presenting qualified candidates to the Nominating and Corporate Governance Committee for consideration.

The Search Committee identified John D. Robinson as a possible director nominee and brought Mr. Robinson to the Nominating and Corporate Governance Committee’s attention in August 2021. The Nominating and Corporate Governance Committee viewed Mr. Robinson as an exceptional candidate. Mr. Robinson is currently the Operating Partner of Sequel Holdings L.P. where he is responsible for evaluating investment opportunities in the food and beverage sector. He has served in various executive-level roles with companies such as Rutherford Wine Studios LLC, Dean Foods Company, and Robinson Dairy. The Nominating and Corporate Governance Committee was particularly impressed with Mr. Robinson’s significant food and beverage industry and direct store delivery experience, as well as strategic planning and executive leadership development. In addition, if elected, Mr. Robinson would be an independent director under the Nasdaq Listing Rules and qualified to serve on the Company’s standing committees.

Ms. Boersma, Ms. Loretz-Congdon, Mr. Poe and Mr. Zaman currently serve as directors of the Company. Ms. Boersma serves as Chair of the Audit Committee and Ms. Loretz-Congdon serves as Chair of the Nominating and Corporate Governance Committee. Each of Ms. Boersma, Ms. Loretz-Congdon, Mr. Poe, Mr. Robinson and Mr. Zaman has agreed to be named in this Proxy Statement and to serve on our Board of Directors if elected. We have no reason to believe that any of the nominees will be unable to serve on our Board of Directors if elected.

All of the present directors were elected to their current terms by the stockholders. There are no family relationships among any directors, nominees for director or executive officers ~~listed has, to our knowledge, sole voting and investment power with respect to~~of the ~~shares~~Company. Except as disclosed below, none of ~~Common Stock.~~the continuing directors or nominees is a director of any other publicly held company.

Name of Beneficial Owner

Amount and
Nature of Beneficial
Ownership

Percent of
Class(1)

Non-Employee Directors:
Allison M. Boersma (2) 16,149
*
Stacy Loretz-Congdon (3) 15,877
*
Charles F. Marcy (4) 28,519
*
Alfred Poe (director nominee) —
*
Named Executive Officers:

D. Deverl Maserang II (5) 87,571
*
Christopher P. Mottern (6) 72,115
*
Scott R. Drake (7) 440
*
David Robson —
*
Scott R. Lyon (8) 3,578
*
Ronald J. Friedman (9) 10,994
*
Ruben E. Inofuentes (10) 9,526
*
J. Michael Walsh (11) 15,854
*
All directors and executive officers as a group(12)(13 individuals) 261,223
1.4


*	~~Less than 1%~~

~~(1)~~

Percent of class is calculated based on total outstanding voting securities of 17,933,128, including 17,540,241 shares of Common Stock and 14,700 shares of Series A Preferred Stock, representing 425,887 shares of Common Stock on an as-converted basis, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act, as of October 13, 2020, and may differ from the percent of class reported in statements of beneficial ownership filed with the SEC.


~~(2)~~	~~Includes 11,537 unvested shares of restricted stock.~~


~~(3)~~	~~Includes 10,666 unvested shares of restricted stock.~~


~~(4)~~	~~Includes 11,330 unvested shares of restricted stock.~~


~~(5)~~	Includes 73,825 shares of Common Stock issuable upon exercise of options which will become exercisable within 60 days and 1,346 shares of Common Stock beneficially owned by Mr. Maserang through the Company's 401(k) plan, rounded to the nearest whole share.


~~(6)~~	~~Includes 25,002 unvested shares of restricted stock.~~


~~(7)~~	~~Consists of 440 shares of Common Stock beneficially owned by Mr. Drake through the Company's 401(k) plan, rounded to the nearest whole share.~~


~~(8)~~	Consists of 2,455 shares of Common Stock issuable upon exercise of options which will become exercisable within 60 days and 1,123 shares of Common Stock beneficially owned by Mr. Lyon through the Company's 401(k) plan, rounded to the nearest whole share.


~~(9)~~	Consists of 9,660 shares of Common Stock issuable upon exercise of options which will become exercisable within 60 days, 196 shares of Common Stock beneficially owned by Mr. Friedman through the ESOP, rounded to the nearest whole share and 1,138 shares of Common Stock beneficially owned by Mr. Friedman through the Company's 401(k) plan, rounded to the nearest whole share.


~~(10)~~	Consists of 8,986 shares of Common Stock issuable upon exercise of options which will become exercisable within 60 days and 540 shares of Common Stock beneficially owned by Mr. Inofuentes through the Company's 401(k) plan, rounded to the nearest whole share.


~~(11)~~	Consists of 13,772 shares of Common Stock issuable upon exercise of options which will become exercisable within 60 days, 550 shares of Common Stock beneficially owned by Mr. Walsh through the ESOP, rounded to the nearest whole share and 1,532 shares of Common Stock beneficially owned by Mr. Walsh through the Company's 401(k) plan, rounded to the nearest whole share.


~~(12)~~	Includes 108,698 shares of Common Stock issuable upon exercise of options which will become exercisable within 60 days, 746 shares of Common Stock beneficially owned through the ESOP, rounded to the nearest whole share and 6,119 shares of Common Stock beneficially owned through the Company's 401(k) plan, rounded to the nearest whole share.

CORPORATE GOVERNANCE

~~Director Independence~~

At least annually and in connection with any individuals being nominated to serve on the Board, the Board reviews the independence of each director or nominee and affirmatively determines whether each director or nominee qualifies as independent. The Board believes that stockholder interests are best served by having a number of objective, independent representatives on the Board. For this purpose, a director or nominee will be considered to be “independent” only if the Board affirmatively determines that the director or nominee has no relationship with respect to the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making its independence determinations, the Board reviewed transactions, relationships, behavior and arrangements between each director and nominee, or any member of his or her immediate family, and us or our subsidiaries based on information provided by the director or nominee, our records and publicly available information. The Board made the following independence determinations (the transactions, relationships and arrangements reviewed by the Board in making such determinations are set forth in the footnotes below):



~~Director~~		~~Status~~
~~Allison M. Boersma~~		~~Independent~~
~~Randy E. Clark (1)~~		~~Independent~~
~~Charles F. Marcy~~		~~Independent~~
~~D. Deverl Maserang~~		~~Not Independent(2)~~
~~Stacy Loretz-Congdon~~		~~Independent(3)~~
~~Christopher P. Mottern~~		~~Independent(4)~~
~~David W. Ritterbush (5)~~		~~Independent~~
~~Alfred Poe (6)~~		~~Independent~~

~~__________~~


~~(1)~~	~~Mr. Clark retired from the Board effective October 12, 2020.~~


~~(2)~~	~~Mr. Maserang is the Company’s President and Chief Executive Officer.~~

~~(3)~~

Core-Mark was a customer of the Company in fiscal 2020 and is expected to be a customer of the Company in fiscal 2021. Ms. Loretz-Congdon retired at the end of 2016 after 26 years of service at Core-Mark, including as Senior Vice President, Chief Financial Officer and Assistant Secretary from December 2006 to May 2016 and Executive Advisor from May 2016 to December 2016. Ms. Loretz-Congdon also serves as a Board Director and Treasurer of the Core-Mark Families Foundation, an independent non-profit foundation that provides scholarships to children of Core-Mark employees, since 2015. Ms. Loretz-Congdon owns less than 1% of the outstanding publicly traded stock of Core-Mark. The Board has determined that these relationships do not create a conflict of interest under the Company’s Code of Conduct and Ethics, do not require disclosure under Item 404(a) of Regulation S-K, and do not interfere with Ms. Loretz-Congdon’s exercise of independent judgment in carrying out the responsibilities of a director of the Company.


~~(4)~~	Mr. Mottern is currently Chairman of the Board. He served as interim President and Chief Executive Officer from May 5, 2019 through October 31, 2019 during which time he was determined to be not independent. After his interim role, the Board determined that Mr. Mottern was independent.


~~(5)~~	~~Mr. Ritterbush’s term expires at the Annual Meeting and he is not standing for re-election.~~


~~(6)~~	~~Mr. Poe is a nominee for election to the Board at the Annual Meeting.~~

Board Meetings and Attendance

The Board held ~~nineteen~~seven meetings during fiscal ~~2020,~~2021, including ~~three~~five regular meetings and ~~sixteen~~two special meetings. During fiscal ~~2020,~~2021, each director attended at least 75% of the total number of meetings of the Board of Directors (held during the period for which he or she served as a director) and committees of the Board on which he or she served (during the periods that he or she served). The independent directors generally meet in executive session in connection with each regularly scheduled Board meeting. Under the Company’s Corporate Governance Guidelines, continuing directors are expected to attend the Company’s annual meeting of stockholders absent a valid reason. All directors who were then serving were present at the ~~2019~~2020 Annual Meeting of Stockholders held on December ~~10, 2019~~9, 2020 (the ~~“2019~~“2020 Annual Meeting”).

Charters; Code of Conduct and Ethics; Corporate Governance Guidelines

Director Independence

The Board believes that stockholder interests are best served by having a number of objective, independent representatives on the Board. For this purpose, a director or nominee will be considered to be “independent” only if the Board affirmatively determines that the director or nominee has no relationship with respect to the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, pursuant to Rule 5605 of the Nasdaq Listing Rules, our Board must determine that an independent director has no material relationship with us other than as a director. The standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. The standards also prohibit Audit Committee members from having any direct or indirect financial relationship with us and restrict both commercial and not-for-profit relationships between us and each director. We may not give personal loans or extensions of credit to our directors, and all directors are required to deal at arm’s length with us and our subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

In making its independence determinations, the Board reviewed transactions, relationships, behavior and arrangements between each director and nominee, or any member of his or her immediate family, and us or our subsidiaries based on information provided by the director or nominee, our records and publicly available information. The Board made the following independence determinations (the transactions, relationships and arrangements reviewed by the Board in making such determinations are set forth in the footnotes below):


Director						Status
Allison M. Boersma						Independent
Stacy Loretz-Congdon						Independent (1)
Charles F. Marcy						Independent
D. Deverl Maserang						Not Independent (2)
Christopher P. Mottern						Independent
Alfred Poe						Independent
John D. Robinson (director nominee)						Independent
Waheed Zaman						Independent

__________

(1) Core-Mark was a customer of the Company in fiscal 2021 and continues to be a customer of the Company in fiscal 2022. Ms. Loretz-Congdon retired at the end of 2016 after 26 years of service at Core-Mark, including as Senior Vice President, Chief Financial Officer and Assistant Secretary from December 2006 to May 2016 and Executive Advisor from May 2016 to

(2) Mr. Maserang is the Company’s President and Chief Executive Officer.

Board Committees

Additionally, from time to time, the Board has established ad hoc or other committees, on an interim basis, to assist the Board with its consideration of specific matters, and it expects to continue to do so as it may determine to be prudent and advisable in the future. In July 2020, the Board established the Director Search ~~Committee.~~Committee (the "Search Committee").

Audit Committee

During fiscal ~~2020,~~2021, the Audit Committee held ~~seven~~five meetings. Allison M. Boersma currently serves as Chair, and Stacy Loretz-Congdon, Alfred Poe and ~~Christopher P. Mottern~~Waheed Zaman currently serve as members of the Audit Committee. Mr. Zaman joined the Audit Committee in September 2021 upon joining the Board. All directors who currently serve on the Audit Committee meet the ~~NASDAQ~~Nasdaq composition requirements, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that all such directors are independent under the ~~NASDAQ~~Nasdaq listing standards and the rules of the SEC regarding audit committee membership. The Board has determined that ~~all current members of the Audit Committee~~Ms. Boersma, Ms. Loretz-Congdon, and Mr. Poe are “audit committee financial experts” as defined in Item 407(d) of Regulation S-K under the Exchange Act. Hamideh Assadi served as a member of the Audit Committee until her resignation from the Board and Audit Committee in January 2020. Upon Ms. Assadi's resignation, Randy E. Clark joined the Audit Committee and served as a member of the Audit Committee from January 2020 through October 2020. Christopher P. Mottern who previously served as a member of the Audit Committee rejoined the Audit Committee upon Mr. Clark's resignation from the Board and Audit Committee in October 2020.

Compensation Committee

The Compensation Committee is a standing committee of the Board. As described in its charter, available on the Company’s website under Corporate Governance - Committee Charters, the Compensation Committee’s principal purposes are to discharge the Board’s responsibilities related to compensation of the Company’s executive officers and administer the Company’s incentive and equity compensation plans. The Compensation Committee’s objectives and philosophy with respect to the fiscal ~~2020~~2021 executive compensation program, and the actions taken by the Compensation Committee in fiscal ~~2020~~2021 with respect to the compensation of our Named Executive Officers, are described below under the heading “Compensation Discussion and Analysis.”

During fiscal ~~2020,~~2021, the Compensation Committee held six meetings. Charles F. Marcy currently serves as Chair and Allison M. Boersma and ~~David W. Ritterbush~~Alfred Poe currently serve as members of the Compensation Committee. The Board has determined that all current Compensation Committee members are independent under the ~~NASDAQ~~Nasdaq listing standards.

Compensation Committee Interlocks and Insider Participation

Ms. Boersma, Mr. Marcy, and Mr. ~~Ritterbush~~Poe were members of the Compensation Committee during fiscal ~~2020.~~2021. None of the members of the Compensation Committee is or has been an executive officer of the Company, nor did any of them have any relationships requiring disclosure by the Company under Item 404 of Regulation S-K. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of the Company or member of the Compensation Committee during fiscal ~~2020.~~2021.

Nominating and Corporate Governance Committee

During fiscal ~~2020,~~2021, the Nominating and Corporate Governance Committee met ~~three~~six times. ~~David W. Ritterbush~~Ms. Loretz-Congdon currently serves as Chair, and ~~Stacy Loretz-Congdon and~~ Charles F. Marcy and Alfred Poe currently serve as members of the Nominating and Corporate Governance Committee. The Board has determined that all current Nominating and Corporate Governance Committee members are independent under the ~~NASDAQ~~Nasdaq listing standards. ~~Mr. Ritterbush intends to serve as Chair of the Nominating and Corporate Governance Committee through the end of his term as a director at the Annual Meeting.~~

~~Executive Committee~~

The Board used to maintain an Executive Committee in order to assist the Board in effectively handling responsibilities between regular Board meetings. The Board determined, in July 2019, that the Committee is no longer necessary and it was disbanded.

Other Committees

In July 2020, the Board created an ad hoc ~~Director~~ Search Committee to assist the ~~Board~~Nominating and Corporate Governance Committee in identifying and evaluating potential candidates for future director positions. Stacy Loretz-Congdon is the sole member of the ~~Director~~ Search Committee.

Director Qualifications and Board Diversity

Governance Guidelines maintained by the Board include guidelines for selecting nominees to serve on the Board and considering stockholder recommendations for nominees. The Board seeks to be composed of individuals who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who are effective, in connection with the other members of the Board, in providing the diversity of skills, expertise and perspectives appropriate for the business and operations of the Company and serving the long-term interests of the Company’s stockholders. All nominees should contribute substantially to the Board’s oversight responsibilities and reflect the needs of the Company’s business. The Nominating and Corporate Governance Committee believes that diversity has a place when choosing among candidates who otherwise meet the selection criteria, but the Company has not established a formal policy concerning diversity in Board composition. The Board currently includes two female members and two members that are racially or ethnically diverse.

In evaluating director candidates, the Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor that they deem to be relevant:

•The candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•The candidate’s experience as a board member of another publicly held company;

•The candidate’s professional and academic experience relevant to the Company’s industry;

•The strength of the candidate’s leadership skills;

•The candidate’s senior level experience in food manufacturing and distribution, with an emphasis on direct-store-delivery experience and expertise;

•The candidate’s experience in finance and accounting, technology and/or executive compensation practices; and

•Whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.

In addition, the Board will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits and relationships.

The Board monitors the mix of specific experience, qualifications, and skills of its directors in order to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent stockholder interests through the exercise of sound judgment, using its diversity of experience. Prior to nominating a sitting director for reelection, the Nominating and Corporate Governance Committee will consider, among other things, the director’s past attendance at, and participation in, meetings of the Board and its committees, the director’s formal and informal contributions to the Board and its committees, and the director’s adherence to the Corporate Governance Guidelines and other Board approved policies.

The Nominating and Corporate Governance Committee is responsible for evaluating and recommending to the Board any changes regarding the composition, size, structure, and practices of the Board and its committees. In connection with the annual nomination of directors, the Nominating and Corporate Governance Committee reviews with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, background, and diversity advisable for the Board as a whole. The Nominating and Corporate Governance Committee periodically undertakes a skills and experience evaluation to assist the committee in planning director education programs and to identify desired skills and experience for future director nominees. The background of each continuing director and nominee is described ~~above~~below under “Proposal No. 1-Election of Directors.”

For purposes of identifying nominees for the Board of Directors, the Nominating and Corporate Governance Committee may rely on professional and personal contacts of the Board and senior ~~management.~~management, as well as the Search Committee. If necessary, the Nominating and Corporate Governance Committee may explore alternative sources for identifying nominees, including engaging, as appropriate, one or more third-party search firms to assist in identifying qualified candidates. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consider recommendations for director nominees from Company stockholders. Biographical information and contact information for proposed nominees should be sent to Farmer Bros. Co., 1912 Farmer Brothers Drive, Northlake, Texas 76262, Attention: Secretary. The Nominating and Corporate Governance Committee will evaluate candidates proposed by stockholders in light of the criteria described above.

Board Leadership Structure

Under our By-Laws, the Board of Directors, in its discretion, may choose a Chairman of the Board of Directors. If there is a Chairman of the Board of Directors, such person may exercise such powers as provided in the By-Laws or assigned by the Board of Directors. ~~Randy E. Clark served as Chairman of the Board of Directors from December 2015 until January 2020.~~ Christopher P. Mottern was appointed as Chairman of the Board in January 2020. As described ~~above~~below under “Proposal No. 1-Election of Directors,” Mr. Mottern has served on our Board of Directors since 2013.

Notwithstanding the current separation of Chairman of the Board and Chief Executive Officer, our Chairman of the Board is generally responsible for soliciting and collecting agenda items from other members of the Board and the Chief Executive Officer, and the Chief Executive Officer is generally responsible for leading discussions during Board meetings. This structure allows for effective and efficient Board meetings and information flow on important matters affecting the Company. ~~Other~~As required under the Nasdaq Listing Rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board has determined that, other than Mr. Maserang, all members of the Board are independent and each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board are composed solely of independent directors. Due principally to the limited size of the Board, the Board has not formally designated a lead independent director and believes that as a result thereof, non-employee director and executive sessions of the Board, which are attended solely by non-employee directors or independent directors, as applicable, result in an open and free flow of discussion of any and all matters that any director may believe relevant to the Company and/or its management.

Board’s Role in Risk Oversight

The Board of Directors recognizes that although management is responsible for identifying risk and risk controls related to business activities and developing programs and recommendations to determine the sufficiency of risk identification and the appropriate manner in which to control risk, the Board plays a critical role in the oversight of risk. The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant risks that the Company faces and how the Company is seeking to control risk if and when appropriate. In some cases, a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee has oversight responsibility of risks associated with financial accounting and audits, internal control over financial reporting, cyber security, and the Company’s major financial risk exposures, including commodity risk and risks relating to hedging programs. The Compensation Committee has oversight responsibility of risks relating to the Company’s compensation policies and practices. At each regular meeting, or more frequently as needed, the Board of Directors considers reports from the Audit Committee and Compensation Committee which provide detail on risk management issues and management’s response. The Board of Directors, as a whole, examines specific business risks in its periodic reviews of the individual business units, and also of the Company as a whole as part of its regular reviews, including as part of the strategic planning process, ~~and~~ annual budget review and ~~approval.~~approval, and data and cyber security review. Beyond formal meetings, the Board and its committees have regular access to senior executives, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company believes that its leadership structure promotes effective Board oversight of risk management because the Board directly, and through its various committees, is regularly provided by management with the information necessary to appropriately monitor, evaluate and assess the Company’s overall risk management, and all directors are involved in the risk oversight function.

Compensation-Related Risk

As part of its risk oversight role, our Compensation Committee annually considers whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In fiscal ~~2020,~~2021, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including, but not limited to, the following:

•A good balance of fixed and at-risk compensation, as well as an appropriate balance of cash and equity-based compensation.

•Management incentive programs are based on multiple metrics, including strategic, individual and operational measures.

•Long-term compensation for senior executives is comprised of restricted stock ~~options~~units that vest ratably over three years and performance-based restricted stock units that are earned based on three-year performance goals. Company shares are inherently subject to the risks of the business, and the combination of options and performance-based restricted stock units ensure that management participates in these risks.

•Performance-based restricted stock units are earned based on ~~cumulative coffee pound sales and cumulative~~ adjusted EBITDA performance goals ~~over~~for each year during a full three-year performance ~~period. Using a sales metric coupled with an earnings metric helps minimize the potential for increasing sales in an unprofitable or value-destructive manner.~~period, as well as total shareholder return ("TSR").

•Executive compensation is benchmarked annually relative to pay levels and practices at peer companies.

•The Company prohibits employees and directors from hedging or pledging its securities.

Communication with the Board

The Secretary or her designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company employees or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning possible director nominees submitted by any of the Company’s stockholders will be forwarded to the members of the Nominating and Corporate Governance Committee.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

At the 2019 Annual Meeting of Stockholders, stockholders approved the proposal to amend and restate the Company's Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. Prior to that time, the Board of Directors was divided into three classes, each class consisting, as nearly as possible, of one-third of the total number of directors, with members of each class serving for a three-year term. Each year only one class of directors was subject to a stockholder vote. Class I consisted of three directors whose term of office will expire at the 2022 Annual Meeting, Class II consisted of two directors whose term of office expired at the 2020 Annual Meeting, and Class III consisted of one director, whose term of office will expire at the 2021 Annual Meeting of Stockholders (such former Class I directors and Class III directors, the “Continuing Classified Directors”). Beginning at the 2020 Annual Meeting, any director elected to the Board shall be for a one-year term. Continuing Classified Directors will continue to serve for the duration of the term for which their class was originally elected.

The authorized number of directors is set forth in the Company’s Certificate of Incorporation and shall consist of not less than five nor more than nine members, the exact number of which shall be fixed from time to time by resolution of the Board. The authorized number of directors is currently eight. If the number of directors is increased or decreased, each Continuing Classified Director then serving shall continue as a Continuing Classified Director until the expiration of his or her term or his or her death, resignation, retirement, disqualification or removal from office. In no event shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor.

All of the present directors were elected to their current terms by the stockholders. There are no family relationships among any directors, nominees for director or executive officers of the Company. Except as disclosed below, none of the continuing directors or nominees is a director of any other publicly held company.

Vote Required

Directors are elected by a plurality of the votes of the shares of Common Stock and Series A Preferred Stock (on an as-converted basis voting together with the Common Stock as a single class) present in person (virtually) or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the five individuals nominated for election to the Board at the Annual Meeting who receive the largest number of properly cast “FOR” votes (among votes properly cast in person (virtually) or by proxy) will be elected as directors. In director elections, stockholders may either vote “FOR” or withhold voting authority with respect to director nominees. Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the five nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and abstentions will have no effect on the election of directors.

Nominees for Election as Directors

Alfred Poe, age 72, has served on our Board since 2020 and is currently the Chief Executive Officer of AJA Restaurant Corp., serving as such since 1999. From 1997 to 2002, he was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products. He was Chairman of the Board and Chief Executive Officer of MenuDirect Corporation from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of the Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc. Mr. Poe currently serves on the Board of Directors of B&G, Foods, Inc., a manufacturer and distributor of shelf-stable food and household products across the United States, Canada and Puerto Rico and a publicly traded company listed on the New York Stock Exchange, since 1997. Mr. Poe has previously served on the boards of directors of Centerplate, Inc. and State Street Bank.

We believe Mr. Poe’s qualifications to serve on our Board include his many years of experience as a chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boards of directors of other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

EACH OF THE NOMINEES NAMED ABOVE.

Directors Continuing in Office

Set forth below is biographical information for each director continuing in office and a summary of the specific experience, qualifications, attributes and skills which led our Board to conclude that the individual should serve on the Board at this time, in light

of the Company’s business and structure. Beginning at the 2022 Annual Meeting of Stockholders, all directors will be elected annually.


Name	Age	Director Since	Term Expiration	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Charles F. Marcy	71	2013	2022		Chair	X
D. Deverl Maserang	58	2019	2022
Christopher P. Mottern	77	2013	2022

Charles F. Marcy, age 71, is a food industry consultant. He served as Chief Executive Officer of Turtle Mountain, LLC, a privately held natural foods company, and the maker of the So Delicious brand of dairy free products from May 2013 until April 2015. Prior to this, he was a principal with Marcy & Partners, Inc., providing strategic planning and acquisition consulting to consumer products companies. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of Directors of Healthy Food Holdings, a holding company for branded “better-for-you” foods and the maker of YoCrunch Yogurt and Van’s Frozen Waffles from 2005 through April 2010. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on Nasdaq with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2005. Mr. Marcy also previously served as President and Chief Executive Officer and a member of the Board of Directors of the Sealright Corporation, a manufacturer of food and beverage packaging and packaging systems, from 1995 to 1998. From 1993 to 1995, Mr. Marcy was President of the Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and Kraft General Foods. Mr. Marcy currently serves as First Vice Chair on the Board of Trustees of Washington and Jefferson College and has served on the Board of Directors of B&G, Foods, Inc. (“B&G”), a manufacturer and distributor of shelf-stable food and household products across the United States, Canada and Puerto Rico and a publicly traded company listed on the New York Stock Exchange, since 2010. Mr. Marcy served on the Strategy Committee and currently serves as a member of the Audit Committee, a member of the Compensation Committee and a member of the Risk Committee of the Board of Directors of B&G. Mr. Marcy received his undergraduate degree in Mathematics and Economics from Washington and Jefferson College, and his MBA from Harvard Business School. Mr. Marcy is an NACD Board Leadership Fellow and has demonstrated his commitment to boardroom excellence by completing NACD’s advanced corporate governance program for directors. Mr. Marcy has served on the Company's Board of Directors since 2014 and is currently a member of the Nominating and Corporate Governance Committee and Chair of the Compensation Committee.

We believe Mr. Marcy’s qualifications to serve on our Board include his leadership as a former CEO, extensive experience in the food industry, including foodservice, manufacturing, supply chain, marketing and regulatory experience, as well as his corporate governance and public company board and executive compensation experience.

D. Deverl Maserang II, age 58, is President and Chief Executive Officer of the Company, since September 2019. Prior to joining the Company, from 2017 to 2019, Mr. Maserang served as President and Chief Executive Officer of Earthbound Farm Organic, a global leader in organic food and farming. From 2016 to 2017, Mr. Maserang served as Managing Partner of TADD Holdings, a business advisory firm. From 2013 to 2016, Mr. Maserang was Executive Vice President Global Supply Chain for Starbucks Corporation, a global coffee roaster and retailer, where he was responsible for end-to-end supply chain operations globally spanning manufacturing, engineering, procurement, distribution, planning, transportation, inventory management and worldwide sourcing. Prior to that, he held leadership roles at Chiquita Brands International, Peak Management Group, FreedomPay, Installation Included, Pepsi Bottling Group and United Parcel Service. Mr. Maserang received his Bachelor of Science degree from Texas Tech University.

We believe Mr. Maserang’s qualifications to serve on our Board include his leadership as CEO, coffee industry, foodservice, manufacturing, engineering, procurement, distribution, planning, transportation, inventory management, worldwide sourcing, turnaround, and supply chain expertise.

Christopher P. Mottern, age 77, has served as Chairman of the Board of the Company, since January 2020. He acted as interim President and Chief Executive Officer of Farmer Bros. Co. from May through October 2019. Prior to joining Farmer Bros. Co. in his interim role, Mr. Mottern was an independent business consultant. He served as President and Chief Executive Officer of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company, from 1997 to 2002 and a director of Peet’s Coffee & Tea, Inc., from 1997 through 2004. From 1992 to 1996, Mr. Mottern served as President of The Heublein Wines Group, a manufacturer and marketer of wines, now part of Diageo plc, a multinational alcoholic beverage company. From 1986 through 1991, he served as President and Chief Executive Officer of Capri Sun, Inc., one of the largest single-service juice drink manufacturers in the United States. He has

served as a director, including lead director, and member of the finance committee, of a number of private companies. Mr. Mottern received his undergraduate degree in Accounting from the University of Connecticut.

We believe Mr. Mottern’s qualifications to serve on our Board include his leadership as a former CEO, coffee industry, foodservice, manufacturing, supply chain and consumer branding experience, risk oversight experience, and financial and accounting expertise.

DIRECTOR COMPENSATION

Non-Employee Director Compensation

The compensation program for our non-employee directors is intended to fairly compensate our non-employee directors for the time and effort required of a director given the size and complexity of the Company’s operations. Portions of the compensation program utilize our stock in order to further align the interests of the directors with all other stockholders of the Company and to motivate the directors to focus on the long-term financial interest of the Company. Directors who are Company employees are not paid any additional fees for serving on the Board or for attending Board meetings.

The Company's non-employee director compensation program is as follows:


Form of Non-Employee Director Compensation			Director Compensation Program
Annual Board Cash Retainer			$60,000
Committee Chair Cash Retainer			$10,000 for Compensation Committee and Nominating and Corporate Governance Committee $15,000 for Audit Committee
Non-Chair Committee Cash Retainer			$7,500 for Compensation Committee and Nominating and Corporate Governance Committee $10,000 for Audit Committee
Chairman of the Board Cash Retainer			$50,000, with no additional fees for committee service
Meeting Fees			$2,000, only paid for Board or committee meetings in excess of seven in a fiscal year
Annual Equity Award Value			$65,000
Expense Reimbursement			Payment or reimbursement of reasonable travel expenses from outside the greater Dallas-Fort Worth area, in accordance with Company policy, incurred in connection with attendance at Board and committee meetings, as well as payment or reimbursement of amounts incurred in connection with director continuing education
Other			Ad hoc committee fees are determined from time to time by the Board, as needed.

The annual grant of restricted stock is generally made on the date on which the Company holds its annual meeting of stockholders or such other date as the Board may determine, in each case, subject to any blackout period under the Company’s insider trading policy. In fiscal 2021, the annual grant of restricted stock was made on December 9, 2020. Each non-employee director received a grant of 15,081 shares of restricted stock based on the closing price per share of our Common Stock on December 9, 2020 ($4.31). Such grants cliff vest on the one-year anniversary of the grant date, subject to continued service to the Company through the vesting date and the acceleration provisions of the Amended and Restated 2017 Plan and the restricted stock award agreement.

Stock Ownership Guidelines

Under the Company’s stock ownership guidelines, a non-employee director is expected to own and hold during his or her service as a Board member a number of shares of Common Stock with a value of at least four times their annual retainer, and is not permitted to sell any shares of Common Stock received as grants under the Company’s long-term incentive plans unless and until the non-employee director achieves and maintains this threshold share ownership level.

Shares of Common Stock that count toward satisfaction of these guidelines include (to the extent applicable): (i) shares of Common Stock owned outright by the non-employee director and his or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock or restricted stock units (whether or not the restrictions have lapsed); (iii) shares of Common Stock held in trust for the benefit of the non-employee director or his or her family; and (iv) shares of Common Stock issuable under vested options held by the non-employee director.

Director Compensation Table

The following table sets forth non-employee director compensation for fiscal 2021:


Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Allison M. Boersma	80,438	109,621	190,059
Randy E. Clark (2)	33,250	37,495	70,745
Stacy Loretz-Congdon (3)	96,813	104,370	201,183
Charles F. Marcy	75,563	108,368	183,931
Christopher P. Mottern	107,250	116,494	223,744
Alfred Poe (2)	42,500	64,999	107,499
David W. Ritterbush (2)	36,813	41,370	78,183

(1) Represents the full grant date fair value of restricted stock granted to each non-employee director in fiscal 2021, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 16 to our audited consolidated financial statements for the fiscal year ended June 30, 2021, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, except that, as required by applicable SEC rules, we did not reduce the amounts in this column for any risk of forfeiture relating to service-based (time-based) vesting conditions.

(2) Cash fees are for a partial year of service.

(3) Ms. Loretz-Congdon received a $20,000 fee for her service as the chair of the ad hoc Search Committee.

Director Indemnification

Under the Company's Certificate of Incorporation and By-Laws, the current and former directors are entitled to indemnification and advancement of expenses from the Company to the fullest extent permitted by Delaware corporate law. The Board of Directors has approved a form of Indemnification Agreement (“Indemnification Agreement”) to be entered into between the Company and its directors and officers. The Company’s Board of Directors may from time to time authorize the Company to enter into additional indemnification agreements with future directors and officers of the Company.

The Indemnification Agreements provide, among other things, that the Company will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of his or her corporate status as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other enterprise which such person is or was serving at the request of the Company, such indemnitee was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed proceeding, whether formal or informal, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such proceeding. In addition, the Indemnification Agreements provide for the payment, advancement or reimbursement of expenses incurred by the indemnitee in connection with any such proceeding to the fullest extent permitted by applicable law. The Indemnification Agreements also provide that, in the event of a Potential Change in Control (as defined in the Indemnification Agreements), the Company will, upon request by the indemnitee, create a trust for the benefit of the indemnitee and fund such trust in an amount sufficient to satisfy expenses reasonably anticipated to be incurred in connection with investigating, preparing for, participating in or defending any proceedings, and any judgments, fines, penalties and amounts paid in settlement in connection with any proceedings. The Indemnification Agreements do not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including any rights arising under the Certificate of Incorporation or By-Laws of the Company, or the General Corporation Law of the State of Delaware (the "DGCL"). The Company is also obligated to maintain directors’ and officers’ liability insurance coverage, including tail coverage under certain circumstances.

EXECUTIVE OFFICERS

The following table sets forth the executive officers of the Company as of the date hereof. At each annual meeting of the Board, the Board formally re-appoints the executive officers, and all executive officers serve at the pleasure of the Board. No executive officer has any family relationship with any director or nominee, or any other executive officer.


Name(1)	Age	Title	Executive Officer Since	Name(1)	Age	Title	Executive Officer Since
D. Deverl Maserang II	57	President and Chief Executive Officer	2019	D. Deverl Maserang II	58	President and Chief Executive Officer	2019
Scott R. Drake	51	Chief Financial Officer	2020	Scott R. Drake	52	Chief Financial Officer	2020
Ronald J. Friedman	50	Chief Human Resources Officer	2019
Ruben E. Inofuentes	53	Chief Supply Chain Officer	2019	Ruben E. Inofuentes	54	Chief Supply Chain Officer	2019
Maurice S.J. Moragne	56	Chief Sales Officer	2020	Maurice S.J. Moragne	57	Chief Sales Officer	2020
J. Michael Walsh	54	Senior Vice President and General Manager - DSD	2019

D. Deverl Maserang II

Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason
within
24 Months
of Change
in Control

Threatened
Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason

Termination
Without
Cause or
Resignation
With Good
Reason

Base Salary Continuation $1,320,000 $1,320,000 $660,000
Annual Incentive Payments $660,000 $660,000 $660,000
Value of Accelerated Stock Options - - -
Value of Accelerated Restricted Stock - - -
Value of Accelerated PBRSUs $279,507 $279,507 $279,507
Health and Dental Insurance $23,858 $23,858 $11,929
Outplacement Services $25,000 $25,000 $25,000
Total Pre-Tax Benefit $2,308,365 $2,308,365 $1,636,436

Scott R. Drake

Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason
within
24 Months
of Change
in Control

Threatened
Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason

Termination
Without
Cause or
Resignation
With Good
Reason

Base Salary Continuation $750,000 $750,000 -
Annual Incentive Payments $281,250 $281,250 -
Value of Accelerated Stock Options $54,867 $54,867 -
Value of Accelerated Restricted Stock - - -
Value of Accelerated PBRSUs - - -
Health and Dental Insurance $34,088 $34,088 -
Outplacement Services $25,000 $25,000 -
Total Pre-Tax Benefit $1,145,205 $1,145,205 -

Scott R. Lyon

Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason
within
24 Months
of Change
in Control

Threatened
Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason

Termination
Without
Cause or
Resignation
With Good
Reason

Base Salary Continuation $112,500 $112,500 -
Annual Incentive Payments $78,750 $78,750 -
Value of Accelerated Stock Options - - -
Value of Accelerated Restricted Stock $63,491 $63,491 -
Value of Accelerated PBRSUs - - -
Health and Dental Insurance $8,404 $8,404 -
Outplacement Services - - -
Total Pre-Tax Benefit $263,145 $263,145 -



~~David G. Robson~~	~~Change in~~ ~~Control and~~ ~~Involuntarily~~ ~~Terminated or~~ ~~Resignation~~ ~~for~~ ~~Good Reason~~ ~~within~~ ~~24 Months~~ ~~of Change~~ ~~in Control~~	~~Threatened~~ ~~Change in~~ ~~Control and~~ ~~Involuntarily~~ ~~Terminated or~~ ~~Resignation~~ ~~for~~ ~~Good Reason~~	~~Termination~~ ~~Without~~ ~~Cause or~~ ~~Resignation~~ ~~With Good~~ ~~Reason~~
~~Base Salary Continuation~~	-	-	~~$304,252~~
~~Annual Incentive Payments~~	-	-	~~$21,205~~
~~Value of Accelerated Stock Options~~	-	-	-
~~Value of Accelerated Restricted Stock~~	-	-	-
~~Value of Accelerated PBRSUs~~	-	-	-
~~Health and Dental Insurance~~	-	-	~~$11,499~~
~~Outplacement Services~~	-	-	-
~~Total Pre-Tax Benefit~~	-	-	~~$336,956~~


Ruben E. Inofuentes	Change in Control and Involuntarily Terminated or Resignation for Good Reason within 24 Months of Change in Control	Threatened Change in Control and Involuntarily Terminated or Resignation for Good Reason	Termination Without Cause or Resignation With Good Reason
Base Salary Continuation	$680,000	$680,000	-
Annual Incentive Payments	$204,000	$204,000	-
Value of Accelerated Stock Options	$177,673	$177,673	-
Value of Accelerated Restricted Stock	$643,776	$643,776	-
Value of Accelerated PBRSUs	$384,875	$384,875	-
Health and Dental Insurance	$34,846	$34,846	-
Outplacement Services	$25,000	$25,000	-

Total Pre-Tax Benefit	$2,150,170	$2,150,170	-


Maurice S. J. Moragne	Change in Control and Involuntarily Terminated or Resignation for Good Reason within 24 Months of Change in Control	Threatened Change in Control and Involuntarily Terminated or Resignation for Good Reason	Termination Without Cause or Resignation With Good Reason
Base Salary Continuation	$680,000	$680,000	-
Annual Incentive Payments	$204,000	$204,000	-
Value of Accelerated Stock Options	$162,495	$162,495	-
Value of Accelerated Restricted Stock	$516,102	$516,102	-
Value of Accelerated PBRSUs	$166,353	$166,353	-
Health and Dental Insurance	$34,698	$34,698	-
Outplacement Services	$25,000	$25,000	-

Total Pre-Tax Benefit	$587,265	$587,265	-

Ronald J. Friedman

Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason
within
24 Months
of Change
in Control

Threatened
Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason

Termination
Without
Cause or
Resignation
With Good
Reason

Base Salary Continuation $324,450 $324,450 -
Annual Incentive Payments $178,448 $178,448 -
Value of Accelerated Stock Options - - -
Value of Accelerated Restricted Stock - - -
Value of Accelerated PBRSUs $50,947 $50,947 -
Health and Dental Insurance $16,983 $16,983 -
Outplacement Services $15,000 $15,000 -
Total Pre-Tax Benefit $585,828 $585,828 -

Ruben E. Inofuentes

Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason
within
24 Months
of Change
in Control

Threatened
Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason

Termination
Without
Cause or
Resignation
With Good
Reason

Base Salary Continuation $680,000 $680,000 -
Annual Incentive Payments $204,000 $204,000 -
Value of Accelerated Stock Options - - -
Value of Accelerated Restricted Stock - - -
Value of Accelerated PBRSUs $61,495 $61,495 -
Health and Dental Insurance $34,004 $34,004 -
Outplacement Services $25,000 $25,000 -
Total Pre-Tax Benefit $1,004,499 $1,004,499 -

J. Michael Walsh

Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason
within
24 Months
of Change
in Control

Threatened
Change in
Control and
Involuntarily
Terminated or
Resignation
for
Good Reason

Termination
Without
Cause or
Resignation
With Good
Reason

Base Salary Continuation $315,000 $315,000 -
Annual Incentive Payments $173,250 $173,250 -
Value of Accelerated Stock Options - - -
Value of Accelerated Restricted Stock - - -
Value of Accelerated PBRSUs $67,044 $67,044 -
Health and Dental Insurance $16,971 $16,971 -
Outplacement Services $15,000 $15,000 -
Total Pre-Tax Benefit $587,265 $587,265 -

Base Salary Continuation

Severance Agreements

Under each Severance Agreement, if (i) a Change in Control occurs and a Named Executive Officer’s employment is terminated within the two years following the occurrence of the Change in Control by the Company other than for Cause, Disability or death, or is terminated due to the Named Executive Officer’s ~~resignation~~Resignation for Good Reason, or (ii) a Threatened Change in Control occurs and the executive officer’s employment is terminated during the “Threatened Change in Control Period” (as defined in the Severance Agreement) by the Company other than for Cause, Disability or death, or is terminated due to the Named Executive Officer’s Resignation for Good Reason (each, a “Change in Control Qualifying Termination”), such Named Executive Officer will be entitled to base salary continuation for a period of ~~6-month,~~ 12-month or 24-months depending upon the terms of their individual agreement, with such payment to be made in installments in accordance with the Company’s standard payroll practices over such period.

Bonus and Annual Incentive Payments

Severance Agreements

Under each Severance Agreement, if a Change in Control Qualifying Termination occurs, the Named Executive Officer will receive a lump sum payment equal to 100% of the executive officer’s target annual cash bonus for the fiscal year in which the date of termination occurs (or, if no target annual cash bonus has been assigned as of the date of termination, the average annual cash bonus paid to such Named Executive Officer for the last three completed fiscal years or for the number of completed fiscal years such person has been in the employ of the Company if fewer than three).

Value of Accelerated Vesting of Stock Options and Restricted Stock

Under the terms of the Named Executive Officers’ outstanding awards, in the event of death or “Disability” (as defined in the applicable plan):

•100% of any unvested stock options will vest;

•a pro rata portion of any unvested restricted stock will vest; and

•outstanding PBRSU awards will remain outstanding and the participant will be eligible to earn a pro-rata portion of the number of PBRSU awards that would have been earned based on actual performance through the end of the performance period (amounts shown in the tables above assume 100% of the target PBRSU awards were earned at the end of the performance period).

Under the applicable award agreement, if a Change in Control (as defined in the applicable plan) occurs and a participant’s awards are not continued, converted, assumed or replaced by the Company or a parent or subsidiary of the Company, or a Successor Entity (as defined in the applicable plan), such awards will become fully exercisable and/or payable, and all forfeiture, repurchase and other restrictions on such awards will lapse immediately prior to such Change in Control. In the case of PBRSU awards, the vested shares will be a prorated number of the target PBRSU awards. The amounts in the tables above assume all awards were continued, converted, assumed, or replaced in connection with a Change in Control.

If there is a Change in Control and the Named Executive Officer’s employment is terminated by the Company without Cause or by the participant for Good Reason, in either case, within twenty-four months following the Change in Control:

•100% of any unvested stock options will vest;

•100% of any unvested restricted stock or restricted stock units will vest; and

•the target number of PBRSU awards will be deemed to have immediately vested as of the date of termination of service.

The value of accelerated awards shown in the tables above was calculated using the closing price of our Common Stock on June 30, ~~2020~~2021 ($~~7.34), except for Mr. Robson, which table does not show any value, since his employment was terminated prior to the end of the fiscal year at which time he forfeited all unvested awards.~~12.69). The value of accelerated stock options is based on the difference between the exercise price and such closing price for all accelerated stock options that were in-the-money as of such date.

Under the applicable plan, the ~~plan administrator~~Plan Administrator also has discretionary authority regarding accelerated vesting of awards in certain circumstances. The amounts in the tables above assume such discretionary authority was not exercised.

Health and Dental Insurance

Severance Agreements

Under each Severance Agreement, if a Change in Control Qualifying Termination occurs, the health, dental, and life insurance benefits coverage provided to the Named Executive Officer at his ~~or her~~ date of termination will be continued by the Company during the ~~6-month, 12-month or~~ 24-month period following the Named Executive Officer’s date of termination, based on the terms of their individual agreement unless he or she commences employment prior to the end of the relevant period and qualifies for substantially equivalent insurance benefits with his or her new employer, in which case such insurance coverage will end on the date of qualification. The Company will generally provide for such insurance coverage at its expense at the same level and in the same manner as in effect at the applicable date of termination. Any additional coverage the Named Executive Officer had at the time of termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. If the terms of any benefit plan do not permit such continued coverage, the Company will arrange for other coverage at its expense providing substantially similar benefits. Estimated payments shown in the tables above represent the current net annual cost to the Company of the Named Executive Officer’s participation in the Company’s health and/or dental insurance program offered to all non-union employees.

Company Benefit Plans

The tables and discussion above do not reflect the value of accrued and unused paid days off, disability benefits under the Company’s group health plan, the value of retiree medical, vision and dental insurance benefits, and group life insurance, if any, that would be paid and/or provided to each Named Executive Officer following termination of employment, because, in each case, these benefits are generally available to all regular Company employees similarly situated in age, years of service and date of hire and do not discriminate in favor of the Named Executive Officers.

Outplacement Services

Under each of the ~~12-month or 24-month~~ Severance Agreements, if a Change in Control Qualifying Termination occurs, the Company will provide the Named Executive Officer with outplacement services at the expense of the Company, in an amount of ~~$15,000 or $25,000, respectively.~~$25,000.

Terminations During and Following the Fiscal Year Ended June 30, 2021

Jennifer H. Brown separated from the Company on October 18, 2021. Ms. Brown will be paid a total of $251,250 in cash severance payments (the "Brown Severance") as a result of the separation, which amount shall be paid in regular bi-weekly installments on the Company's regular pay dates. In addition to the Brown Severance, she will receive partially company-paid COBRA coverage under the company’s healthcare plan for herself, her spouse and her dependents for a nine-month period, as well as outplacement services for a period of 12 months.

Ronald J. Friedman separated from the Company on May 1, 2021. Mr. Friedman will be paid a total of $250,638 in cash severance payments (the "Friedman Severance") as a result of the separation, which amount shall be paid in regular bi-weekly installments on the Company's regular pay dates. In addition to the Friedman Severance, he will receive partially company-paid COBRA coverage under the company’s healthcare plan for himself, his spouse and his dependents for a nine-month period, as well as outplacement services for a period of 12 months.

CEO to Median Employee Pay Ratio

In accordance with applicable SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees, excluding our CEO. For fiscal ~~2020,~~2021, as calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, the annual total compensation of our CEO ~~and interim CEO~~ was ~~$2,378,855 (a combination of the total compensation paid to each in fiscal year 2020)~~$3,186,683 as disclosed in the “Summary Compensation Table”, the median of the annual total compensation of our employees other than the CEO was ~~$54,647,~~$53,560, and the ratio of our CEO’s annual total compensation to the median of the annual total compensation of our other employees was 4459 to 1. Note that the ratio for 2020 is higher than previous years due to the size of Mr. Maserang’s initial long-term incentive award which was made in connection with his hiring, which accounts for $1,499,897 of the $2,378,855 used for our CEO’s annual total compensation calculation.

We believe the ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on total direct compensation paid to all of our employees (consisting of approximately ~~1,200~~1,100 individuals active as of June 30, ~~2020)~~2021) for the fiscal year ended June 30, ~~2020.~~2021. Total direct compensation was calculated using internal human resources records and included base salary (wages earned based on our payroll records), cash incentive awards earned for the period, and the annual grant date fair value of long-term incentive awards during fiscal ~~2020.~~2021.

Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

SECURITY OWNERSHIP OF

~~PROPOSAL NO. 3~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~ADVISORY VOTE TO APPROVE THE COMPENSATION~~
~~PAID TO OUR NAMED EXECUTIVE OFFICERS~~Security Ownership of Certain Beneficial Owners

~~As required by Section 14A(a)(1)~~The following table sets forth certain information regarding the beneficial ownership of the Company’s voting securities as of October 18, 2021, by all persons (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are seeking your vote, on an advisory (non-binding) basis, on the compensation paid to our Named Executive Officersof 1934, as ~~described in the Compensation Discussion and Analysis and the compensation tables and accompanying narrative disclosure. Under its charter, pursuant to the powers delegated~~amended (the “Exchange Act”)) known by the ~~Board,~~Company to be the Compensation Committee has the sole authority to determine and approve compensation for our Named Executive Officers. Consistent with our compensation philosophy and objectives, our executive compensation program for our Named Executive Officers has been designed to align the interestbeneficial owner of ~~our Named Executive Officers with those~~more than 5% of ~~our stockholders, and to reward our leadership for, and incentivize them towards, increasing stockholder value.~~

~~We urge our stockholders to review the Compensation Discussion and Analysis section of this Proxy~~
~~Statement and the related executive compensation tables for more information.~~

~~Vote Required~~

~~The approval~~any class of the ~~advisory (non-binding) vote to approve the compensation paid to our Named Executive Officers requires the affirmative vote~~Company’s voting securities as of ~~a majority of the~~such date, based on 18,081,234 shares of Common Stock and 14,700 shares of Series A Preferred Stock, ~~(on~~representing 440,990 shares of Common Stock on an as-converted basis, ~~voting~~outstanding as of the Record Date. Each share of Series A Preferred Stock entitles the holder(s) thereof to vote on an as-converted basis together with the holders of Common Stock as a single ~~class)~~class. As of the Record Date, 100% of the shares of Series A Preferred Stock were owned by Boyd Coffee Company. For purposes of this table we have treated the Series A Preferred Stock as converted into Common Stock.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are not deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(1)
Entities Affiliated with GAMCO Investors, Inc.	1,123,607	6.1
One Corporate Center
Rye, New York 10580
Farmer Bros. Co. Employee Stock Ownership Plan(2)	1,040,480	5.6
c/o Farmer Bros. Co.
1912 Farmer Brothers Drive
Northlake, Texas 76262

(1) Percent of class is calculated based on total outstanding voting securities of 18,522,224, including 18,081,234 shares of Common Stock and 14,700 shares of Series A Preferred Stock, representing 440,990 shares of Common Stock on an as-converted basis, outstanding as of the Record Date, and may differ from the percent of class reported in statements of beneficial ownership filed with the SEC.

(2) This information is based on the Company’s records and consists of shares of Common Stock that are held in the ESOP and allocated to a participant’s account (“allocated shares”) as of the Record Date. The ESOP Trustee votes allocated shares as directed by such participant or beneficiary of the ESOP. The present ~~or represented~~members of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans (the “Management Administrative Committee”), which administers the ESOP, are Scott R. Lyon and Ronald Lynch. Each member of the Management Administrative Committee disclaims beneficial ownership of the securities held by ~~proxy at~~ the ~~Annual Meeting~~ESOP except for those, if any, that have been allocated to the member as a participant in the ESOP.

Security Ownership of Directors and ~~entitled~~Executive Officers

The following table sets forth certain information regarding the beneficial ownership of the Company’s voting securities as of the Record Date, by each of our current directors and director nominees, each of our executive officers required to be listed pursuant to Item 402 of Regulation S-K, and all of our current directors and executive officers as a group, based on 18,081,234 shares of Common Stock and 14,700 shares of Series A Preferred Stock, representing 440,990 shares of Common Stock on an as-converted basis, outstanding as of the Record Date. Each share of Series A Preferred Stock entitles the holder(s) thereof to vote ~~thereat. Abstentions will~~on an as-converted basis together with the holders of Common Stock as a single class. For purposes of this table we have treated the ~~same effect~~Series A Preferred Stock as ~~votes “against”~~converted into Common Stock.

The amounts and percentages of shares beneficially owned are reported on the ~~proposal. Broker non-votes will~~basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within

60 days. Securities that can be so acquired are not ~~affect the outcome~~deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in these footnotes, each of the ~~vote~~directors, director nominee and executive officers listed has, to ~~approve the compensation paid~~our knowledge, sole voting and investment power with respect to the ~~Company’s Named Executive Officers because~~shares of Common Stock.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(1)
Non-Employee Directors:
Allison M. Boersma (2)	31,230	*
Stacy Loretz-Congdon (2)	30,958	*
Charles F. Marcy (3)	43,600	*
Christopher P. Mottern (4)	87,196	*
Alfred Poe (2)	15,081	*
John Robinson (director nominee)	—	*
Waheed Zaman	—	*
Named Executive Officers:
D. Deverl Maserang II (5)	226,622	*
Scott R. Drake (6)	48,165	*
Jennifer H. Brown (7)	15,780	*
Ruben E. Inofuentes (8)	36,506	*
Maurice S.J. Moragne (9)	22,226	*
Ronald J. Friedman (10)	196	*
All directors and executive officers as a group(11)(13 individuals)	557,560	2.9

* Less than 1%

(1) Percent of class is calculated based on total outstanding voting securities of 18,522,224, consisting of 18,081,234 shares of Common Stock and 14,700 shares of Series A Preferred Stock, representing 440,990 shares of Common Stock on an as-converted basis, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act, as of the Record Date, and may differ from the percent of class reported in statements of beneficial ownership filed with the SEC.

(2) Includes 15,081 unvested shares of restricted stock.

(3) Includes 15,081 unvested shares of restricted stock, 1,000 shares held in a SEP IRA and 7,000 shares held in a revocable trust.

(4) Includes 15,081 unvested shares of restricted stock and 20,000 shares held by ~~a bank, broker~~the Mottern Family Trust.

(5) Includes 147,650 shares of Common Stock issuable upon exercise of options which are currently exercisable or ~~other nominee who has not received instructions from~~will become exercisable within 60 days and 2,357 shares of Common Stock beneficially owned by Mr. Maserang through the ~~beneficial owner of the shares as to how the shares are to be voted on the proposal are not entitled to vote on such proposal at the Annual Meeting.~~

The say-on-pay vote is advisory, and therefore, not binding on the Board or the Compensation Committee. While the vote is non-binding, the Board and the Compensation Committee value the opinions that stockholders express in their votes and in any additional dialogue and will consider the outcome of the vote and those opinions when making future compensation decisions.

We currently conduct annual advisory votes on executive compensation. Unless the Board modifies this policy, the next advisory vote on executive compensation will be held at our 2021 annual meeting of stockholders.

~~Recommendation~~

The Board believes that the information provided above and within the Compensation Discussion and Analysis section of this Proxy Statement demonstrates that our executive compensation program was designed appropriately, has taken into account the opinions expressed by our stockholders, and aligns our executives’ interests with our stockholders’ interests to support long-term value creation.

~~The following resolution will be submitted for a stockholder vote at the Annual Meeting:~~

~~“Resolved, that the Company’s stockholders approve, on an advisory basis, the compensation paid~~Company's 401(k) plan, rounded to the ~~Company’s Named Executive Officers, as disclosed pursuant~~nearest whole share.

(6) Includes 29,203 shares of Common Stock issuable upon the exercise of options which are currently exercisable or will become exercisable within 60 days, 6,670 shares of restricted stock that will vest within 60 days, and 2,757 shares of Common Stock beneficially owned by Mr. Drake through the Company's 401(k) plan, rounded to ~~Securities~~the nearest whole share.

(7) Includes 2,925 shares of Common Stock beneficially owned by Ms. Brown through the Company's 401(k) plan and ~~Exchange Commission rules in~~830 shares of Common Stock beneficially owned through the ~~Compensation Discussion~~ESOP plan, rounded to the nearest whole share.

(8) Includes 17,973 shares of Common Stock issuable upon the exercise of options which are currently exercisable or will become exercisable within 60 days, 6,960 shares of restricted stock that will vest within 60 days, and ~~Analysis,~~1,623 shares of Common Stock beneficially owned by Mr. Inofuentes through the ~~compensation tables~~Company's 401(k) plan, rounded to the nearest whole share.

(9) Includes 9,821 shares of Common Stock issuable upon the exercise of options which are currently exercisable or will become exercisable within 60 days, 4,156 shares of restricted stock that will vest within 60 days, and 2,307 shares of Common Stock beneficially owned by Mr. Moragne through the ~~accompanying narrative disclosure, in this Proxy Statement.”~~Company's 401(k) plan, rounded to the nearest whole share.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF~~(10) Includes 196 shares of Common Stock beneficially owned by Mr. Friedman through the Company's ESOP plan, rounded to the nearest whole share.

~~THE ADVISORY (NON-BINDING) RESOLUTION TO APPROVE~~

~~THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.~~

(11) Includes 211,935 shares of Common Stock issuable upon the exercise of options which are currently exercisable or will become exercisable within 60 days, 93,191 shares of restricted stock that will vest within 60 days, 1,026 shares of Common Stock

beneficially owned through the ESOP, rounded to the nearest whole share and 11,969 shares of Common Stock beneficially owned through the Company's 401(k) plan, rounded to the nearest whole share.

PROPOSAL NO. 42

APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED 2017 PLAN

Introduction

On June 20, 2017 at a Special Meeting of Stockholders, stockholders approved the Farmer Bros. Co. 2017 Long-Term Incentive Compensation Plan (the “2017 Plan”). On October 26, 2020, upon recommendation of the Compensation Committee, the Board adopted an amendment and restatement of the 2017 Plan in the form of the ~~Farmer Bros. Co.~~ Amended and Restated 2017 ~~Long-Term Incentive Plan (the “Amended~~Plan.On December 9, 2020, the Company’s stockholders approved the Amended and Restated 2017 ~~Plan”), subject to approval by the Company’s stockholders~~Plan at the Annual Meeting. On October 14, 2021, upon recommendation of the Compensation Committee, the Board adopted an amendment to the Amended and Restated 2017 Plan (the “Plan Amendment”). The form of the proposed Plan Amendment is attached to this Proxy Statement as Appendix A and is incorporated herein by reference.

We are asking our stockholders to approve the Plan Amendment to increase the total number of our authorized shares available for grant under the Amended and Restated 2017 Plan, towhich will ensure that we are able to continue granting equity and equity-linked long-term incentive compensation awards to our key employees and directors. Our Board believes that the effective use of equity and equity-linked long-term incentive compensation awards is vital to our ability to attract, retain, reward, and motivate our key employees and directors. Our Board believes that this, in turn, may help us achieve our growth objectives and enhance stockholder value. Stockholder approval of the ~~Amended and Restated 2017~~ Plan Amendment will allow us to continue to provide these incentives. Further, we are asking our stockholders to approve the Plan Amendment to provide that consultants be eligible to receive awards under the Amended and Restated 2017 Plan. We believe that the ability to incentivize consultants in this competitive market is a valuable tool, especially in a competitive market for talent.

If approved by stockholders, the ~~Amended and Restated 2017~~ Plan Amendment will (i) increase the number of shares available for grant under the Amended and Restated 2017 Plan by ~~1,150,000~~1,500,000 additional shares, which will maintain our ability to grant equity-linked long term compensation awards, including grants of incentive stock options, to our key employees and directors; and (ii) ~~extend~~allow the ~~term until 2030, as~~Company to utilize awards to attract and incentivize non-employee consultants. Further, we have granted certain awards to leaders in key strategic projects, and the ~~2017 plan would otherwise expire on June 20, 2027; and (iii) reflect changes in the tax laws and other administrative changes.~~Plan Amendment will allow us to continue doing so.

Stockholder approval of the ~~Amended and Restated 2017~~ Plan Amendment is necessary because the share reserve under the Amended and Restated 2017 Plan has nearly been exhausted. If we do not obtain approval of the ~~Amended and Restated 2017~~ Plan Amendment, then once we exhaust the share reserve under the Amended and Restated 2017 Plan or once the Amended and Restated 2017 Plan expires (if earlier), we will lose access to an important compensation tool that is key to our ability to attract, motivate, reward, and retain our key employees, directors, and ~~directors.~~if the Plan Amendment is adopted by our stockholders, consultants.

Key Reasons Why You Should Vote to Approve the ~~Amended and Restated 2017~~ Plan Amendment

Our Board recommends that you approve the ~~Amended and Restated 2017~~ Plan Amendment for the following reasons:

•COVID-19 Response. During fiscal 2021, we experienced a substantially lower stock price in connection with the COVID-19 pandemic. This significantly increased our burn rate and, as a result, we utilized more of our equity pool under our 2017 Plan than was anticipated when we last submitted shares for approval by the stockholders. The Board and management believe that equity provides the Company flexibility in program design, recruitment and retention.

•Recruitment and Retention. The Amended and Restated 2017 Plan, as amended by the Plan Amendment, will allow us to continue to attract, retain, motivate and reward our key employees consistent with market practice. The Plan Amendment will also allow us to incentivize consultants with equity and equity-linked incentive compensation awards. Equity is critical as a tool in this very competitive market for talent. If we are unable to obtain sufficient shares, we will be forced to use cash compensation which we believe would decrease the link between pay and performance provided by equity awards, and would use cash resources that should be available to execute on strategic initiatives.

•Alignment with Stockholder Interests and Pay-for-Performance. Equity and equity-linked awards serve to align the interests of our key employees with those of our stockholders, focus our key employees on driving stockholder value accretion, and further link pay with performance. The Board desires to use a greater percentage of performance-based equity to create further alignment with stockholders. However, many performance-based awards use a greater number of shares as the maximum awardable shares are reserved for these grants, removing those shares from the available pool.

•Competitive Advantage. We view equity and equity-linked awards as a crucial component of our compensation program, which we believe helps us to remain competitive within our industry in attracting and retaining key talent, as equity-based compensation for executives and other service providers is customary among public companies. Without sufficient additional shares, our flexibility to reward and retain key employees and attract talent will be significantly diminished, placing us at a strategic disadvantage.

•Reasonable Share Reserve. We are seeking to reserve an additional ~~1,150,000~~1,500,000 shares for issuance pursuant to the ~~2017~~ Plan Amendment that we believe is reasonable and that we estimate, barring unforeseen circumstances, would be sufficient to accommodate approximately ~~three~~two to ~~four~~three annual grant cycles based on our historical grant practices and our share price projections.

Key Features of the Amended and Restated 2017 Plan, as amended by the Plan Amendment

We believe that the Amended and Restated 2017 Plan reflects a broad range of compensation and governance best practices, with some of the key features of the Amended and Restated 2017 Plan, as amended by the Plan Amendment, as follows:

•No Liberal Share Recycling. The share pool under the Amended and Restated 2017 Plan is not subject to liberal share “recycling” provisions, meaning (among other things) that shares used to pay the exercise price of stock options, and shares tendered or withheld to satisfy tax withholding obligations with respect to an award, do not again become available for grant.

•No “Reload” Stock Options. The Amended and Restated 2017 Plan does not permit grants of stock options with a “reload” feature that would provide for additional stock options to be granted automatically to a participant upon the participant’s exercise of previously-granted stock options.

•Minimum Vesting Requirements. No award may vest prior to the first anniversary of the applicable grant date, subject to limited exceptions.

•No Dividend Payments on Unvested Awards. Dividends and dividend equivalents in respect of unvested awards are not paid unless and until such awards vest.

•Director Grant Limit. A grant-date fair value limit of $300,000 per year will apply to awards to non-employee directors. Additional annual award limits will also apply for other participants. For additional information, see the discussion below under “Description of the Amended and Restated 2017 Plan-Limitation on Awards and Shares Available.”

•No Repricing or Replacement of Options or Stock Appreciation Rights (“SARs”). Awards under the Amended and Restated 2017 Plan may not be repriced, replaced or re-granted through cancellation or modification without stockholder approval if the effect would be to reduce the exercise price for the shares under the award. Cash buyouts of underwater awards are not permitted.

•No In-the-Money Option or SAR Grants. The Amended and Restated 2017 Plan prohibits the grant of options or SARs with an exercise or base price less than 100% of the fair market value of our Common Stock on the date of grant.

•No “Evergreen” Provision. The total number of shares of Common Stock that may be issued under the Amended and Restated 2017 Plan is limited to the share reserve that is subject to stockholder approval. That is, the Amended and Restated 2017 Plan does not include an automatic share replenishment provision (also known as an “evergreen” provision)

•No Increase to Shares Available for Issuance without Stockholder Approval. The Amended and Restated 2017 Plan prohibits any increase in the total number of shares of Common Stock that may be issued under the Amended and Restated 2017 Plan without stockholder approval, other than adjustments in connection with certain corporate reorganizations, changes in capitalization and other events, as described below.

•No Single-Trigger Accelerated Vesting; No Gross-Ups. Under the Amended and Restated 2017 Plan, there is no single-trigger accelerated vesting in connection with a change in control in which the acquirer assumes, continues, converts or replaces outstanding awards. Further, the Amended and Restated 2017 Plan does not provide for excise tax gross-ups.

•Clawback Policies. Awards made under the Amended and Restated 2017 Plan will be subject to recoupment or clawback to the extent required to comply with applicable laws or any applicable Company clawback policy.

Share Reserve

In its determination to approve the ~~Amended and Restated 2017~~ Plan Amendment, the Board sought to ensure that the Company would have an available pool of shares from which to grant long-term equity and equity-linked incentive awards for a reasonable period of time into the future. The Board believes these awards serve a key incentive and retention mechanism for the Company’s key employees, directors and ~~directors.~~other service providers. However, the Board is mindful of its responsibility to our stockholders to exercise judgment in granting equity and equity-linked awards and seeks to proactively manage dilution.

In determining the share reserve increase ~~under~~pursuant to the ~~Amended and Restated 2017~~ Plan Amendment, the Board reviewed the Compensation Committee’s recommendations, which were made in consideration of information and analysis prepared by Meridian. Specifically, the Compensation Committee considered the ~~following~~

following:

•Overhang. The Compensation Committee considered the potential dilution from outstanding and future potential equity awards (“overhang”) both in absolute terms and relative to industry peers. At the end of fiscal ~~2020,~~2021, approximately ~~994,377~~1,772,696 shares were subject to outstanding awards under the Amended and Restated 2017 Plan or remained available for future grants of awards under the Amended and Restated 2017 Plan, which represented approximately ~~5.5%~~9.9% of our fully diluted common shares outstanding, or our overhang percentage. If our stockholders approve the ~~Amended and Restated 2017~~ Plan Amendment, the ~~1,150,000~~1,500,000 additional shares proposed to be reserved for issuance under the Amended and Restated 2017 Plan, as amended by the ~~Amended and Restated 2017~~ Plan Amendment, would increase our overhang percentage by ~~6.4%~~8.3% to approximately ~~11.9%~~18.2% total.

•Burn Rate. The Company’s three-year average burn rate for ~~2018~~fiscal 2019 through ~~2020~~fiscal 2021 is ~~2.1%~~4.2%, which is ~~in line with what is customary levels for our industry.~~out of the ordinary due to the reduced stock price brought about by COVID-19 related business anomalies.

•Share Usage. If the ~~Amended and Restated 2017~~ Plan Amendment is approved, we estimate that the shares reserved for issuance thereunder would be sufficient for approximately three to four years of awards, assuming we grant awards consistent with our current projections. Of course, we cannot predict future share usage with certainty, and circumstances may change and require us to reevaluate and modify our equity grant practices. However, based on the foregoing, we expect that we would not require an additional increase to the share reserve under the Amended and Restated 2017 Plan as amended by the Plan Amendment until 2023 or 2024 (primarily dependent on award levels and hiring activity during the next few years, as well as terminations and forfeitures), noting again that this timeline is an estimate and the share reserve under the Amended and Restated 2017 Plan, as amended by the ~~Amended and Restated 2017~~ Plan Amendment, could actually last for a longer or shorter period of time, depending on future circumstances, which we cannot predict with certainty at this time.

In light of the factors described above, and the fact that our ability to continue to grant equity and equity-based compensation is vital to our ability to continue to attract and retain key personnel in the labor markets in which we compete, the Board has determined that the size of the share reserve increase ~~under~~pursuant to the ~~Amended and Restated 2017~~ Plan Amendment is reasonable and appropriate at this time.

Stockholder Approval Requirement

Stockholder approval of the ~~Amended and Restated 2017~~ Plan Amendment is necessary in order for us to ~~(1)~~ meet the stockholder approval requirements of NASDAQ, and (2) retain the ability to grant incentive stock options (“ISOs”) beyond June 20, 2027 when the 2017 Plan would otherwise expire. If the Amended and Restated 2017 Plan is not approved, then the 2017 Plan will continue on its current terms until June 20, 2027 or, if earlier, when all shares previously approved for issuance under such plan are exhausted.Nasdaq.

Description of the Amended and Restated 2017 Plan, as amended by the Plan Amendment

The following sets forth a description of the material terms of the Amended and Restated 2017 ~~Plan.~~Plan, as amended by the Plan Amendment. The following summary is qualified in its entirety by reference to the full text of the Plan Amendment, which is attached hereto as Appendix A, and the full text of the Amended and Restated 2017 Plan, ~~attached hereto~~filed as ~~Appendix A.~~

Exhibit 10.73 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 filed with the SEC on February 5, 2021, which is incorporated herein by reference.

Share Reserve

If approved by stockholders the maximum number of shares that may be issued as Awards will be increased by ~~1,150,000~~1,500,000 shares so that an aggregate number of shares of our ~~common stock~~Common Stock available for issuance pursuant to awards, including pursuant to grants of incentive stock options, granted under the Amended and Restated 2017 Plan, as amended by the Plan Amendment, would be the sum of (i) ~~2,050,000~~3,550,000 shares (which includes the shares previously granted under the Amended and Restated 2017 Plan), plus (ii) the number of shares of our ~~common stock~~Common Stock subject to awards under either of our Amended and Restated 2007 Long-Term Incentive Plan, and its predecessor plan, the Farmer Bros. Co. 2007 Omnibus Incentive Plan (together, the “Prior Plans”) that expire or are forfeited, cancelled or similarly lapse after June 20, 2017. Shares granted under the Amended and Restated 2017 Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares. If an award under the Amended and Restated 2017 Plan is forfeited, expires, lapses, is terminated, surrendered, repurchased, canceled without having being fully exercised or is settled for cash (including shares of restricted stock that are repurchased by the Company during the restricted period applicable to such shares at or below the price paid by the holder), any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended and Restated 2017 Plan. The following shares will not be added back to the shares available for grant under the Amended and Restated 2017 Plan:

•shares tendered by a holder or withheld by the Company in payment of the exercise price of an option or SAR granted under the Amended and Restated 2017 Plan, 2017 Plan or the Prior Plans;

•shares tendered by the holder or withheld by the Company to satisfy any tax withholding obligation with respect to an award granted under the Amended and Restated 2017 Plan, 2017 Plan or the Prior Plans;

•shares subject to a SAR granted under the Amended and Restated 2017 Plan, 2017 Plan or under the Prior Plans that are not issued in connection with the settlement of the SAR on exercise of the SAR with respect to such shares; and

•shares purchased on the open market with the cash proceeds from the exercise of options granted under the Amended and Restated 2017 Plan, 2017 Plan or under the Prior Plans.

Awards granted under the Amended and Restated 2017 Plan upon the assumption of awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Amended and Restated 2017 Plan to the extent that grants of Awards using such authorized shares are (i) permitted without stockholder approval under the rules of the principal securities exchange on which our ~~common stock~~Common Stock is then listed and (ii) made to individuals who were not employed by or providing services to the Company or its subsidiaries immediately prior to such transaction. Notwithstanding the foregoing, shares acquired by the exercise of substitute ISOs will count against the shares available for issuance, pursuant to the exercise of ~~ISOs~~incentive stock options ("ISOs") under the Amended and Restated 2017 Plan.

Information on Equity Compensation Plans

The information included in this Proxy Statement and our Fiscal 2021 Annual Report is updated by the following information regarding all existing equity compensation plans as of September 30, 2021:


Total stock options outstanding(1).............................................................................................................			493,005
Weighted-average exercise price of stock options outstanding..............................................................			$12.89
Weighted-average remaining duration of stock options outstanding......................................................			5.06
Total full value awards outstanding(2).......................................................................................................			1,585,110
Shares available for grant under the 2017 Plan(3)...................................................................................			110,066
Shares available for grant under the 2020 Inducement Plan.................................................................			171,371
Total shares of common stock outstanding as of September 30, 2021.......................................................			17,998,797

(1) Includes non-qualified stock options with time-based vesting and non-qualified stock options with performance-based and time-based vesting. No stock appreciation rights were outstanding as of the Record Date.

(2) The number of shares of outstanding performance-based restricted stock units assumes performance at the maximum level.

(3) Assumes outstanding performance-based RSUs at the maximum level.

Administration

The Amended and Restated 2017 Plan will be administered by our Board, which may delegate its duties and responsibilities to committees of our directors and/or officers (our Board and such committees, the ~~“plan administrator”~~“Plan Administrator”), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, and/or stock exchange rules, as applicable. The ~~plan administrator~~Plan Administrator will have the authority to take all actions and make all determinations under the Amended and Restated 2017 Plan, to interpret the Amended and Restated 2017 Plan and to adopt, amend and repeal administrative rules, guidelines and practices as it deems advisable. The Board may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Amended and Restated 2017 Plan or any award granted thereunder. The Board’s determinations under the Amended and Restated 2017 Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Amended and Restated 2017 Plan or any award granted thereunder.

Eligibility

The Amended and Restated 2017 Plan, as amended by the Plan Amendment, provides that awards other than ISOs may be granted to any of our officers, employees, or directors or to any officers, employees or directors of our subsidiaries, as well as any of our consultants, or consultants of our subsidiaries, and that ISOs may only be granted to our officers and employees or to officers or employees of our subsidiaries. As such all of our ~~employees.~~employees and consultants, approximately ~~1,210,~~1,350, are eligible to receive grants, as well as ~~five~~seven non-employee ~~directors.~~directors and our other service providers. However, based on historic compensation practices, we have generally granted equity- or equity-linked awards only to our non-employee directors, to certain employees and officers at or above the level of Vice President and to a very limited number of employees below the level of Vice President. Based on these grant practices, approximately 4540 to 50 employees and ~~five~~consultants and seven non-employee directors would currently be selected as persons eligible to receive awards under the Amended and Restated 2017 ~~Plan;~~Plan, as amended by the Plan Amendment; however, these numbers are subject to change based on our organizational structure and operational requirements.

Minimum Vesting

Under the Amended and Restated 2017 Plan awards may generally not vest earlier than the date that is one year following the grant date of the award. However, the issuance of awards in an aggregate of up to 5% of the shares available for grant under the Amended and Restated 2017 Plan may be granted without respect to the minimum vesting provisions, as well as any awards made in exchange for fully vested cash ~~payments, or awards to non-employee directors that vest based on continuous service from one annual meeting to the next, which may be less than a full one year period.~~payments. Further, the ~~plan administrator~~Plan Administrator may elect to waive the vesting restrictions upon the participant’s termination of service due to death, disability, termination of service other than for cause, or upon a change in control.

Awards

The Amended and Restated 2017 Plan provides that the ~~plan administrator~~Plan Administrator may grant or issue options, including ISOs and non-qualified stock options (“NSOs”), SARs, restricted stock, RSUs, dividend equivalents and other stock-based and cash-based awards to eligible participants. Awards other than cash awards generally will be settled in shares of our ~~common stock,~~Common Stock, but the ~~plan administrator~~Plan Administrator may provide for cash settlement of any award. Each award will be evidenced by an award agreement, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations, and in the case of an option, will be designated as either an ISO or NSO. A brief description of each award type follows.

Stock Options

Stock options provide for the purchase of shares of our ~~common stock~~Common Stock in the future at an exercise price set on the grant date. The Amended and Restated 2017 Plan provides for the grant of ISOs under the federal tax laws or NSOs. ISOs may be granted only to employees, and NSOs may be granted to employees, ~~or directors.~~directors and other service providers. The term of a stock option may not be longer than ten years. The exercise price of options will be determined by the ~~plan administrator,~~Plan Administrator, provided that the exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant, except with respect to certain substitute options granted in connection with a corporate transaction. Vesting conditions determined by the ~~plan administrator~~Plan Administrator may apply to stock options and may include continued service, performance and/or other conditions.

Stock Appreciation Rights

SARs entitle their holder, upon exercise, to receive from us an amount equal to the difference between the fair market value of the shares subject to the SAR on the exercise date and the exercise price of the SAR. Each SAR will be governed by a stock appreciation right agreement and may be granted in connection with stock options or other awards, or separately. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant and the term of a SAR may not be longer than ten years. Vesting conditions determined by the ~~plan administrator~~Plan Administrator may apply to SARs and may include continued service, performance and/or other conditions.

Restricted Stock and Restricted Stock Units

Restricted stock is an award of nontransferable shares of our ~~common stock~~Common Stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our ~~common stock~~Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the ~~plan administrator~~Plan Administrator permits such a deferral. Vesting conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the ~~plan administrator~~Plan Administrator may determine. Holders of restricted stock, unlike recipients of other equity awards, will have the right to receive accumulated dividends, if any, with respect to the period prior to the time when the restrictions lapse. However, such dividends will not be paid until and to the extent that the underlying awards vest.

Dividend Equivalents

Dividend equivalents represent the right to receive the equivalent value of the dividends, if any, per share paid by us on shares of ~~common stock,~~Common Stock, and may be granted alone or in tandem with awards other than stock options or SARs, except that dividend equivalents with respect to awards that are not vested at the time the underlying dividend is paid shall be accumulated subject to vesting to the same extent as the related award, and will be paid at the same time as the applicable award vests.

Other Stock or Cash-Based Awards

Subject to the provisions of the Amended and Restated 2017 Plan, the ~~plan administrator~~Plan Administrator shall determine the terms and conditions of each other stock or cash-based award, including the term of the award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions. Other stock or cash-based awards may be paid in cash, shares of our ~~common stock,~~

Common Stock, or a combination of cash and shares of our ~~common stock,~~Common Stock, as determined by the ~~plan administrator,~~Plan Administrator, and may be available as a form of payment in the settlement of other awards granted under the Amended and Restated 2017 Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an individual is otherwise entitled.

Performance-Based Compensation

Under the Amended and Restated 2017 Plan the ~~plan administrator~~Plan Administrator may grant Awards that are performance based, including performance bonus and performance share vesting awards. In doing so the administrator may establish one or more performance criteria on which such award will be earned or vested, including but not limited to: (i) net earnings or losses (either before or after one or more of the following: interest, taxes, depreciation, amortization and non-cash equity-based compensation expense), (ii) gross or net sales revenue or sales or revenue growth, (iii) gross or net organic sales volume or organic sales volume growth, (iv) net income (either before or after taxes) or adjusted net income, (v) sales related goals, (vi) sales from one or more products (or categories of products) as a percentage of total sales or revenue, (vii) profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating profit margin, (viii) operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus), (ix) cash on hand, (x) cash flow (including operating cash flow and free cash flow or cash flow return on capital), (xi) return on assets, asset growth or asset turnover, (xii) return on capital or invested capital, (xiii) cost of capital, (xiv) return on stockholders’ equity, (xv) ~~total stockholder return,~~TSR, (xvi) costs, reductions in costs and cost control measures, (xvii) expense management, (xviii) working capital, (xix) net earnings per share, (xx) adjusted net earnings per share, (xxi) price per share or dividends per share (or appreciation in or maintenance of such price or dividends), (xxii) regulatory achievements or compliance (xxiii) implementation, completion or attainment of objectives relating to systems, research, development, regulatory, commercial or strategic milestones or developments, (xxiv) market share), (xxv) economic value or economic value added models, (xxvi) division, group or corporate financial goals, (xxvii) customer satisfaction/growth, (xxviii) customer service, (xxix) employee satisfaction, (xxx) effective recruitment and retention of personnel, (xxxi) succession plan development and implementation, (xxxii) human resources management, (xxxiii) supervision of litigation and other legal matters, (xxxiv) strategic partnerships and transactions, (xxxv) financial ratios (including those measuring liquidity, activity, profitability or leverage), (xxxvi) debt levels or reductions and financial risk management, (xxxvii) financing and other capital raising transactions, (xxxviii) acquisition activity, (xxxix) investment sourcing activity, (xl) marketing initiatives, (xli) safety enhancement, (xlii) improved product quality, (xliii) expansion of product lines, (xliv) creation of operating efficiencies and/or (xlv) geographic expansion, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Amended and Restated 2017 Plan also permits the ~~plan administrator~~Plan Administrator to make adjustments to the applicable performance criteria, with any such adjustments to reflect the inclusion or exclusion of the impact of an event or occurrence which the ~~plan administrator~~Plan Administrator determines should appropriately be included or excluded, including but not limited to (a) restructurings, discontinued operations, special items, and other unusual, infrequently occurring or non-recurring charges, events or items; (b) asset sales or write-downs; (c) litigation or claim judgments or settlements; (d) acquisitions or divestitures; (e) reorganization or change in the corporate structure or capital structure of the Company; (f) an event either not directly related to the operations of the Company, subsidiary, division, business segment or business unit or not within the reasonable control of management; (g) foreign exchange gains and losses; (h) a change in the fiscal year of the Company; (i) the refinancing or repurchase of bank loans or debt securities; (j) unbudgeted capital expenditures; (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares; (l) conversion of some or all of convertible securities to ~~common stock;~~Common Stock; (m) any business interruption event; (n) changes in pricing; (o) changes in foreign currency exchange rates; (p) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles; (q) gains and losses that are treated as unusual in nature or that occur infrequently under Accounting Standards Codification Topic 225; or (r) the effect of changes in other laws or regulatory rules affecting reported results.

~~Transferability of~~Other Stock or Cash-Based Awards

~~Awards are transferable only by will and the laws of descent and distribution, or~~Subject to the ~~extent authorized~~provisions of the Amended and Restated 2017 Plan, the Plan Administrator shall determine the terms and conditions of each other stock or cash-based award, including the term of the award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions. Other stock or cash-based awards may be paid in cash, shares of our

Common Stock, or a combination of cash and shares of our Common Stock, as determined by the ~~plan administrator, to certain permitted transferees, including members~~Plan Administrator, and may be available as a form of ~~the participant’s immediate family. The participant may also designate one or more beneficiaries~~payment in the ~~event~~settlement of ~~death on a designated form provided by the plan administrator.~~

~~Changes in Capitalization; Corporate Transactions~~

~~In the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations,~~ other corporate transactions, other unusual or nonrecurring transactions or events affecting the Company or its financial statements, or any change in applicable law or accounting principles, the plan administrator has broad discretion to take actionawards granted under the Amended and Restated 2017 Plan, as ~~well~~stand-alone payments, as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits, to facilitate such transactions or events, including providing for the cash-out, assumption, substitution, accelerated vesting or termination of awards, or to give effect to such changes in applicable law or accounting principles. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator shall make equitable adjustments to the Amended and Restated 2017 Plan and outstanding awards.

~~Change in Control~~

~~In the event~~a part of a change in control of the Company (as defined in the Amended and Restated 2017 Plan), outstanding awards under the Amended and Restated 2017 Plan may be continued, converted, assumed or replaced by the acquirer. If the acquirer declines to provide for any of the foregoing alternatives, then awards which would otherwise lapse as a result will instead become fully vested and, as applicable, exercisable, and all forfeiture, repurchase and other restrictions on such awards will lapse immediately prior to such change in control. However, any such awards that are subject to performance-based vesting shall vest based on the greater of (i) target performance pro-rated based on the number of days elapsed in the applicable performance period through the date of the change in control over the total number of days in the applicable performance period or (ii) actual performance through the date of the change in control with the applicable performance goals, to the extent possible, adjusted to reflect the truncated performance period.

~~Foreign Participants, Claw-Back Provisions Withholding~~

The plan administrator may modify award terms or establish sub-plans or procedures under the Amended and Restated 2017 Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefitbonus, deferred bonus, deferred compensation or other ~~matters. All awards will be subject~~arrangement, and/or as payment in lieu of compensation to the provisions of any claw-back policy implemented by the Company to the extent set forth in such claw-back policy and/or in the applicable award agreement and/or to the extent required to comply with applicable law. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards underwhich an individual is otherwise entitled.

Performance-Based Compensation

Under the Amended and Restated 2017 Plan the ~~plan~~Plan Administrator may grant Awards that are performance based, including performance bonus and performance share vesting awards. In doing so the administrator may ~~in its discretion, accept cash, wire~~establish one or ~~check, shares of our common stock that meet specified conditions, a “market sell order”~~more performance criteria on which such award will be earned or ~~such other consideration as it deems suitable.~~

~~Amendment; Termination~~

~~Our Board may amend, suspend~~vested, including but not limited to: (i) net earnings or ~~terminate the Amended and Restated 2017 Plan at any time, provided that, subject to certain exceptions set forth in the Amended and Restated 2017 Plan, no amendment, suspension~~losses (either before or ~~termination will, without the consent~~after one or more of the ~~holder, materially~~following: interest, taxes, depreciation, amortization and ~~adversely affect any rights~~non-cash equity-based compensation expense), (ii) gross or ~~obligations under any Award previously granted, unless the Award itself otherwise expressly so provides. In addition, except~~net sales revenue or sales or revenue growth, (iii) gross or net organic sales volume or organic sales volume growth, (iv) net income (either before or after taxes) or adjusted net income, (v) sales related goals, (vi) sales from one or more products (or categories of products) as a percentage of total sales or revenue, (vii) profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating profit margin, (viii) operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus), (ix) cash on hand, (x) cash flow (including operating cash flow and free cash flow or cash flow return on capital), (xi) return on assets, asset growth or asset turnover, (xii) return on capital or invested capital, (xiii) cost of capital, (xiv) return on stockholders’ equity, (xv) TSR, (xvi) costs, reductions in ~~connection with certain changes in our~~costs and cost control measures, (xvii) expense management, (xviii) working capital, structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended and Restated 2017 Plan or the award limits or director limits under the Amended and Restated 2017 Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR(xix) net earnings per share, (xx) adjusted net earnings per share, (xxi) price per share ~~exceeds the fair~~or dividends per share (or appreciation in or maintenance of such price or dividends), (xxii) regulatory achievements or compliance (xxiii) implementation, completion or attainment of objectives relating to systems, research, development, regulatory, commercial or strategic milestones or developments, (xxiv) market share), (xxv) economic value or economic value added models, (xxvi) division, group or corporate financial goals, (xxvii) customer satisfaction/growth, (xxviii) customer service, (xxix) employee satisfaction, (xxx) effective recruitment and retention of ~~the underlying shares.~~personnel, (xxxi) succession plan development and implementation, (xxxii) human resources management, (xxxiii) supervision of litigation and other legal matters, (xxxiv) strategic partnerships and transactions, (xxxv) financial ratios (including those measuring liquidity, activity, profitability or leverage), (xxxvi) debt levels or reductions and financial risk management, (xxxvii) financing and other capital raising transactions, (xxxviii) acquisition activity, (xxxix) investment sourcing activity, (xl) marketing initiatives, (xli) safety enhancement, (xlii) improved product quality, (xliii) expansion of product lines, (xliv) creation of operating efficiencies and/or (xlv) geographic expansion, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Amended and Restated 2017 Plan ~~will terminate and no further awards will be granted after December 9, 2030,~~also permits the ~~tenth anniversary of its approval by stockholders.~~

~~Material U.S. Federal Income Tax Consequences~~

~~The following is a general summary under current law~~Plan Administrator to make adjustments to the applicable performance criteria, with any such adjustments to reflect the inclusion or exclusion of the ~~principal United States federal income tax consequences~~impact of an event or occurrence which the Plan Administrator determines should appropriately be included or excluded, including but not limited to (a) restructurings, discontinued operations, special items, and other unusual, infrequently occurring or non-recurring charges, events or items; (b) asset sales or write-downs; (c) litigation or claim judgments or settlements; (d) acquisitions or divestitures; (e) reorganization or change in the corporate structure or capital structure of the Company; (f) an event either not directly related to ~~awards under~~ the Amended and Restated 2017 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

~~Non-Qualified Stock Options~~

~~A participant receiving NSOs under the Amended and Restated 2017 Plan should not recognize income for federal income tax purposes on the grant~~operations of the ~~option. Generally,~~Company, subsidiary, division, business segment or business unit or not within the ~~participant should recognize ordinary income at the time~~reasonable control of ~~exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis~~management; (g) foreign exchange gains and losses; (h) a change in the Common Stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our Common Stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. The employer generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.

~~Incentive Stock Options~~

A participant receiving ISOs under the Amended and Restated 2017 Plan should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our Common Stock received over the option exercise price may constitute an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction in respect of the ISO. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. The employer is not entitled to a tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

~~Restricted Stock~~

If the restrictions on an award of shares of restricted stock are sufficient to constitute a substantial risk of forfeiture and cause the shares not to be freely transferable (each within the meaning of Section 83 of the Code), the participant will not recognize income for federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for thefiscal year of the ~~award pursuant to Section 83(b)~~Company; (i) the refinancing or repurchase of bank loans or debt securities; (j) unbudgeted capital expenditures; (k) the ~~Code. In the absence~~issuance or repurchase of this election, the participant will be required to include in income for federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (each within the meaning of Section 83 of the Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is timely made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock,equity securities and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less any amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.

If the restrictions on an award of restricted stock do not cause the shares to be both subject to a substantial risk of forfeiture and not freely transferable (each within the meaning of Section 83 of the Code), the participant will recognize ordinary income for federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market value of the shares of restricted stock on the date of the transfer, less any amount paid therefor. The employer will be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.

~~Restricted Stock Units~~

There are no federal income tax consequences to either the participant or the employer upon the grant of RSUs. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or transfer of shares of Common Stock in payment of the RSUs in an amount equal to the aggregate of the cash received and the fair market value of the common stock to be transferred. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includibleother changes in the ~~participant’s income. If RSUs~~number of outstanding shares; (l) conversion of some or all of convertible securities to Common Stock; (m) any business interruption event; (n) changes in pricing; (o) changes in foreign currency exchange rates; (p) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles; (q) gains and losses that are ~~structured~~treated as unusual in ~~a manner~~nature or that ~~constitutes “deferred compensation” for federal income tax purposes, then applicable employment taxes will become due and will be withheld~~occur infrequently under Accounting Standards Codification Topic 225; or (r) the effect of changes in ~~the year that the RSUs vest, while income tax withholding will still occur in the year in which cash~~other laws or ~~shares are paid to the participant in satisfaction of the RSUs.~~regulatory rules affecting reported results.

~~Dividend Equivalents~~

Generally, a participant will recognize ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Other Stock or Cash-Based Awards

Subject to the provisions of the Amended and Restated 2017 Plan, the Plan Administrator shall determine the terms and conditions of each other stock or cash-based award, including the term of the award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions. Other stock or cash-based awards may be paid in cash, shares of our

Common Stock, or a combination of cash and shares of our Common Stock, as determined by the Plan Administrator, and may be available as a form of payment in the settlement of other awards granted under the Amended and Restated 2017 Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an individual is otherwise entitled.

Performance-Based Compensation

Under the Amended and Restated 2017 Plan the Plan Administrator may grant Awards that are performance based, including performance bonus and performance share vesting awards. In doing so the administrator may establish one or more performance criteria on which such award will be earned or vested, including but not limited to: (i) net earnings or losses (either before or after one or more of the following: interest, taxes, depreciation, amortization and non-cash equity-based compensation expense), (ii) gross or net sales revenue or sales or revenue growth, (iii) gross or net organic sales volume or organic sales volume growth, (iv) net income (either before or after taxes) or adjusted net income, (v) sales related goals, (vi) sales from one or more products (or categories of products) as a percentage of total sales or revenue, (vii) profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating profit margin, (viii) operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus), (ix) cash on hand, (x) cash flow (including operating cash flow and free cash flow or cash flow return on capital), (xi) return on assets, asset growth or asset turnover, (xii) return on capital or invested capital, (xiii) cost of capital, (xiv) return on stockholders’ equity, (xv) TSR, (xvi) costs, reductions in costs and cost control measures, (xvii) expense management, (xviii) working capital, (xix) net earnings per share, (xx) adjusted net earnings per share, (xxi) price per share or dividends per share (or appreciation in or maintenance of such price or dividends), (xxii) regulatory achievements or compliance (xxiii) implementation, completion or attainment of objectives relating to systems, research, development, regulatory, commercial or strategic milestones or developments, (xxiv) market share), (xxv) economic value or economic value added models, (xxvi) division, group or corporate financial goals, (xxvii) customer satisfaction/growth, (xxviii) customer service, (xxix) employee satisfaction, (xxx) effective recruitment and retention of personnel, (xxxi) succession plan development and implementation, (xxxii) human resources management, (xxxiii) supervision of litigation and other legal matters, (xxxiv) strategic partnerships and transactions, (xxxv) financial ratios (including those measuring liquidity, activity, profitability or leverage), (xxxvi) debt levels or reductions and financial risk management, (xxxvii) financing and other capital raising transactions, (xxxviii) acquisition activity, (xxxix) investment sourcing activity, (xl) marketing initiatives, (xli) safety enhancement, (xlii) improved product quality, (xliii) expansion of product lines, (xliv) creation of operating efficiencies and/or (xlv) geographic expansion, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Amended and Restated 2017 Plan also permits the Plan Administrator to make adjustments to the applicable performance criteria, with any such adjustments to reflect the inclusion or exclusion of the impact of an event or occurrence which the Plan Administrator determines should appropriately be included or excluded, including but not limited to (a) restructurings, discontinued operations, special items, and other unusual, infrequently occurring or non-recurring charges, events or items; (b) asset sales or write-downs; (c) litigation or claim judgments or settlements; (d) acquisitions or divestitures; (e) reorganization or change in the corporate structure or capital structure of the Company; (f) an event either not directly related to the operations of the Company, subsidiary, division, business segment or business unit or not within the reasonable control of management; (g) foreign exchange gains and losses; (h) a change in the fiscal year of the Company; (i) the refinancing or repurchase of bank loans or debt securities; (j) unbudgeted capital expenditures; (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares; (l) conversion of some or all of convertible securities to Common Stock; (m) any business interruption event; (n) changes in pricing; (o) changes in foreign currency exchange rates; (p) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles; (q) gains and losses that are treated as unusual in nature or that occur infrequently under Accounting Standards Codification Topic 225; or (r) the effect of changes in other laws or regulatory rules affecting reported results.

Transferability of Awards

Awards are transferable only by will and the laws of descent and distribution, or to the extent authorized by the Plan Administrator, to certain permitted transferees, including members of the participant’s immediate family. The participant may also designate one or more beneficiaries in the event of death on a designated form provided by the Plan Administrator.

Changes in Capitalization; Corporate Transactions

In the event of certain transactions and events affecting our Common Stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, other corporate transactions, other unusual or nonrecurring transactions or events affecting the Company or its financial statements, or any change in applicable law or accounting principles, the Plan Administrator has broad discretion to take action under the Amended and Restated 2017 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits, to facilitate such transactions or events, including providing for the cash-out, assumption, substitution, accelerated vesting or termination of awards, or to give effect to such changes in applicable law or accounting principles. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity

restructurings,” the Plan Administrator shall make equitable adjustments to the Amended and Restated 2017 Plan and outstanding awards.

Change in Control

In the event of a change in control of the Company (as defined in the Amended and Restated 2017 Plan), outstanding awards under the Amended and Restated 2017 Plan may be continued, converted, assumed or replaced by the acquirer. If the acquirer declines to provide for any of the foregoing alternatives, then awards which would otherwise lapse as a result will instead become fully vested and, as applicable, exercisable, and all forfeiture, repurchase and other restrictions on such awards will lapse immediately prior to such change in control. However, any such awards that are subject to performance-based vesting shall vest based on the greater of (i) target performance pro-rated based on the number of days elapsed in the applicable performance period through the date of the change in control over the total number of days in the applicable performance period or (ii) actual performance through the date of the change in control with the applicable performance goals, to the extent possible, adjusted to reflect the truncated performance period.

Foreign Participants, Claw-Back Provisions Withholding

The Plan Administrator may modify award terms or establish sub-plans or procedures under the Amended and Restated 2017 Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. All awards will be subject to the provisions of any claw-back policy implemented by the Company to the extent set forth in such claw-back policy and/or in the applicable award agreement and/or to the extent required to comply with applicable law. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended and Restated 2017 Plan, the Plan Administrator may, in its discretion, accept cash, wire or check, shares of our Common Stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Amendment; Termination

Our Board may amend, suspend or terminate the Amended and Restated 2017 Plan at any time, provided that, subject to certain exceptions set forth in the Amended and Restated 2017 Plan, no amendment, suspension or termination will, without the consent of the holder, materially and adversely affect any rights or obligations under any Award previously granted, unless the Award itself otherwise expressly so provides. In addition, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended and Restated 2017 Plan or the award limits or director limits under the Amended and Restated 2017 Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. The Amended and Restated 2017 Plan will terminate and no further awards will be granted after December 9, 2030, the tenth anniversary of its approval by stockholders.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the Amended and Restated 2017 Plan, as amended by the Plan Amendment. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Non-Qualified Stock Options

A participant receiving NSOs under the Amended and Restated 2017 Plan should not recognize income for federal income tax purposes on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the Common Stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our Common Stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. The employer generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.

Incentive Stock Options

requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction in respect of the ISO. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. The employer is not entitled to a tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

Restricted Stock

If the restrictions on an award of shares of restricted stock are sufficient to constitute a substantial risk of forfeiture and cause the shares not to be freely transferable (each within the meaning of Section 83 of the Code), the participant will not recognize income for federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Code. In the absence of this election, the participant will be required to include in income for federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (each within the meaning of Section 83 of the Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is timely made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less any amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.

Restricted Stock Units

Dividend Equivalents

Other Stock or Cash-Based Awards

Generally, cash awards and other stock awards are subject to tax at the time of payment. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Excess Parachute Payments

Section 280G of the Code limits the deduction that an employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to

disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Grants of awards in relative proximity to a change in ownership or control of the Company or its affiliates and/or accelerated vesting or payment of awards in connection with such a change in ownership or control could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof. The Amended and Restated 2017 Plan does not provide for any excise tax gross-ups.

Section 409A of the Code

Certain types of awards under the Amended and Restated 2017 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are met, holders of awards subject to Section 409A of the Code may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment or exercise) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes). To the extent applicable, the Amended and Restated 2017 Plan and awards granted under the Amended and Restated 2017 Plan are intended to be structured and interpreted in a manner that either complies with or is exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the ~~plan administrator,~~Plan Administrator, the Amended and Restated 2017 Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

~~Removal of Section 162(m) Provisions~~.

Section 162(m) of the Internal Revenue Code, or the Code, prior to the Tax Cuts and Jobs Act of 2017 (the “TCJA”), allowed performance based compensation that met certain requirements to be tax deductible regardless of amount. This qualified performance based compensation exception was repealed as part of the TCJA. We have removed certain provisions from the Restated Plan which were otherwise required for awards to qualify as performance-based compensation under the Section 162(m) exception prior to its repeal, including, without limitation, a limit on the number of awards that may be granted to an individual in any calendar year. Awards granted prior to November 2, 2017 may be grandfathered under the old law subject to certain limited transition relief.

New Plan Benefits

~~No awards~~If the stockholders do not approve the Plan Amendment, the Plan Amendment will ~~be granted pursuant to~~not become effective, the Amended and Restated 2017 Plan ~~unless~~will continue in effect (without giving effect to the Plan Amendment), and ~~until it is approved by~~we will be subject to the ~~Company’s stockholders.~~current share limit set forth in the Amended and Restated 2017 Plan. In addition, awards under the Amended and Restated 2017 Plan, are subject to the discretion of the ~~plan administrator,~~Plan Administrator, and the amount of awards or benefits to be received by any individual under the Amended and Restated 2017 Plan, as amended by the Plan Amendment, is therefore not determinable.

Equity Compensation Plan Information

Information about our equity compensation plans at ~~June~~September 30, ~~2020~~2021 that were either approved or not approved by our stockholders were as follows:



INFORMATION CONCERNING VOTING AND SOLICITATION		1
~~PROPOSAL NO. 1 ELECTION OF DIRECTORS~~CORPORATE GOVERNANCE		8
~~PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC~~ ~~ACCOUNTING FIRM~~		12
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	13
~~CORPORATE GOVERNANCE~~	16
~~Director Independence~~	16
Board Meetings and Attendance	178
Charters; Code of Conduct and Ethics; Corporate Governance Guidelines		178
~~Board Committees~~Director Independence		178
Board Committees		9
Director Qualifications and Board Diversity		1810
Board Leadership Structure		2011
Board’s Role in Risk Oversight		2012
~~Compensation-Related Risk~~		20
Communication with the Board	2113
~~EXECUTIVE OFFICERS~~PROPOSAL NO. 1 ELECTION OF DIRECTORS		2214
DIRECTOR COMPENSATION		19
EXECUTIVE OFFICERS		21
COMPENSATION DISCUSSION AND ANALYSIS		2422
COMPENSATION COMMITTEE REPORT		3735
NAMED EXECUTIVE OFFICER COMPENSATION		3836
Summary Compensation Table		3836
Grants of Plan-Based Awards		4139
Outstanding Equity Awards at Fiscal Year-End		4341
Option Exercises and Stock Vested		4442
Change in Control and Termination Arrangements		4442
Potential Payments Upon Termination or Change in Control		4543
CEO to Median Employee Pay Ratio		5047
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		48
PROPOSAL NO. 2 AMEND THE 2017 FARMER BROS. CO. LONG TERM INCENTIVE PLAN		51
PROPOSAL NO. 3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		61
PROPOSAL NO. 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC		64
PROPOSAL NO. 5 ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS		5165
~~PROPOSAL NO. 4. APPROVAL OF AMENDED AND RESTATED 2017 INCENTIVE PLAN~~		52
~~DIRECTOR COMPENSATION~~	61
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	6466
AUDIT MATTERS		6567
OTHER MATTERS		6769



Name		Title ~~(as of June 30, 2020)~~
D. Deverl Maserang II		~~President and Chief Executive Officer~~
~~Christopher P. Mottern~~	~~Former Interim~~ President and Chief Executive Officer
Scott R. Drake		Chief Financial ~~Officer~~
~~Scott R. Lyon~~	~~Former Interim Principal Financial and Accounting Officer~~
~~David G. Robson~~	~~Former Chief Financial Officer~~
~~Ronald J. Friedman~~	~~Chief Human Resources~~ Officer
Ruben E. Inofuentes		Chief Supply Chain Officer
Maurice S. J. ~~Michael Walsh~~Moragne		Chief Sales Officer
Jennifer H. Brown (1)		Former Senior Vice President, General Counsel and ~~General Manager-DSD~~ Interim Chief Human Resources Officer
Ronald J. Friedman (2)		Former Chief Human Resources Officer



What We Do

Our Compensation Committee is composed solely of independent directors, and regularly meets in executive session without members of management present.

Our Compensation Committee retains an independent compensation consultant to provide it with advice on matters related to executive compensation.

Our Compensation Committee ~~periodically~~regularly reviews and assesses the potential risks of our compensation policies and practices.

The structure of our executive compensation program includes a mix of cash and equity-based compensation, with an emphasis on performance-based compensation.

The competitiveness of our executive compensation program is assessed by comparison to the compensation programs of peer group companies that are similar to us in terms of industry, annual revenue, and/or other business characteristics.

Our claw-back policy requires the ~~Board to recoup~~recoupment of certain incentive compensation from our executive officers in the event of a material restatement of the Company’s financial results due to fraud or misconduct.

We maintain meaningful stock ownership guidelines for directors and executive officers that promote a long-term stockholder perspective.






What We Do Not Do

We do not provide for excise tax gross-ups in connection with severance or other payments or benefits arising in connection with a change in control.

We do not provide for “single trigger” change in control payments or benefits.

We do not provide guaranteed base salary increases or guaranteed bonuses.

We do not provide supplemental pension benefits to our Named Executive Officers.

We do not provide excessive perquisites.

We do not permit (absent stockholder approval in the case of repricing/exchanging), and have not engaged in, the practice of backdating or re-pricing/exchanging stock options.

We do not allow directors or executive officers to hedge or short sell Company stock.

We do not allow directors or executive officers to pledge shares as collateral for a loan or in a margin account.



B&G Foods, Inc.			John B. Sanfilippo & Son, Inc.
~~The Boston Beer Company,~~Beyond Meat, Inc.			Lancaster Colony Corporation
~~Calavo Growers,~~The Boston Beer Company, Inc.			Medifast, Inc.
~~Cal-Maine~~Bridgford Foods ~~Inc.~~Corporation			MGP Ingredients Inc.
~~Craft Brew Alliance~~Calavo Growers, Inc.			~~Primo Water~~New Age Beverages Corporation
~~The Chef’s Warehouse~~Cal-Maine Foods, Inc.			Seneca Foods Corp.
~~Hostess Brands,~~The Chef’s Warehouse Inc.			The Simply Good Foods Company
Hostess Brands, Inc.			SunOpta Inc.
J & J Snack Foods Corp.			~~SunOpta Inc.~~


☐	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~


☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~


~~(1)~~	~~Title of each class of securities to which transaction applies:~~


~~(2)~~	~~Aggregate number of securities to which transaction applies:~~


~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~


1.	To elect two directors to the Board of Directors (the “Board”) of the Company for a one-year term of office expiring at the Company’s 2021 Annual Meeting of Stockholders and until their successors are elected and duly qualified;


2.	~~To ratify the selection of Deloitte & Touche LLP ("Deloitte") as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021;~~


3.	~~To hold an advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers;~~


4.	~~To approve the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (the “Amended and Restated 2017 Plan”); and~~


5.	~~To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.~~


☐	~~Preliminary Proxy Statement~~


☒	~~Definitive Proxy Statement~~


☐	~~Definitive Additional Materials~~


☒	~~No fee required.~~



By Order of the Board of Directors

~~Jennifer H. Brown~~ ~~General Counsel~~Scott R. Drake
Chief Financial Officer and Secretary


*	~~The Russell 2000 index median TSR is based on the 2019 constituent companies.~~



What We Pay						Why and How We Pay It
Base Salary						• Base salary comprises fixed cash compensation that is designed to provide a reasonable level of fixed income based on role, individual performance, scope of responsibility, leadership skills and experience. • Base salaries are reviewed annually and adjusted when appropriate (increases are neither fixed nor guaranteed). • Competitive base salaries are a key component of attracting and retaining executive talent.
Short-Term Cash Incentives						• Annual cash incentives constitute variable “at risk” compensation, payable in cash based on Company-wide and individual performance. These awards are designed to reward achievement of annual financial objectives as well as near-term strategic objectives that create momentum that is expected to foster the long-term success of the Company’s business. • Company-wide metrics and targets are derived from, and intended to promote, our near-term business strategy. • Individual targets are consistent with our focus on both quantitative and qualitative priorities and thereby reward both attainment of objective metrics and individual contributions.
Long-Term Incentives						• Stock options, ~~subject to time-based vesting conditions are designed to create direct alignment with stockholder objectives and retain critical talent over extended timeframes.~~ •Restricted Stock ~~options~~Units ("RSUs") and Performance-based Restricted Stock Units ("PBRSUs") subject to both performance- and time-based vesting conditions are designed to create direct alignment with stockholder objectives, provide a focus on long-term value creation, retain critical talent over extended timeframes and enable key employees to share in value creation. • Performance-based award metrics and targets align with long-term business strategy as well as stock price ~~appreciation.~~appreciation creating shareholder value.
Severance Benefits						• Severance benefits provide income and health insurance protection to our Named Executive Officers in connection with certain involuntary terminations of employment. These severance benefits are designed to enable the Named Executive Officers to focus on the best interests of the Company and its stockholders, including in circumstances that may jeopardize the individual’s job security. • Enhanced severance benefits are available if the termination of employment occurs in connection with a change in control to ensure continued focus on the best alternatives for the Company and its stockholders, free from distractions caused by personal uncertainties associated with the heightened risk to job security that arises for senior executives in the transactional context. • Severance benefits are also key to attracting and retaining key talent.
Retirement and Welfare Benefits						• A standard complement of retirement, health, welfare and insurance benefits, offered to our Named Executive Officers on terms generally similar to those available to other employees, provides important protections and stability for our Named Executive Officers and their families that help enable our Named Executive Officers to remain focused on their work responsibilities. • These are generally low-cost benefits with a higher perceived value that are intended to help keep our overall compensation package competitive.
Perquisites						• We provide limited perquisites ~~such as an automobile allowance or use of a Company car and fuel card,~~ as well as relocation assistance, each intended to facilitate the operation of the Company’s business and to assist the Company in recruiting and retaining key executives. • These are also low-cost benefits with a higher perceived value that are intended to help keep our overall compensation package competitive.


Name	Fiscal 2021 Annual Base Salary(1)(2)		Fiscal 2020 Annual Base Salary(1)(2)	Annual Base Salary Percentage Change
Named Executive Officers:
D. Deverl Maserang II	$	660,000	660,000	—
Scott R. Drake	$	375,000	375,000	—
Ruben E. Inofuentes	$	340,000	340,000	—
Maurice S. J. Moragne	$	340,000	340,000	—
Jennifer H. Brown (3)	$	300,000	240,000	25%
Ronald J. Friedman	$	324,450	324,450	—



Name	Original Fiscal 2020 Annual Base Salary(1)		Fiscal 2020 Reduced Annual Base Salary(2)		Fiscal 2019 Annual Base Salary		Annual Base Salary Percentage Change (3)
Named Executive Officers:
D. Deverl Maserang II	$	660,000	$	561,000	—		N/A
Christopher P. Mottern (4)	$	400,000	$	0	—		N/A
Scott R. Drake	$	375,000	$	318,750	—		N/A
Scott R. Lyon (5)	$	225,000	$	191,250	$	185,000	21.6%
David G. Robson	—		—		$	359,570	N/A
Ronald J. Friedman	$	324,450	$	275,782	$	315,000	3%
Ruben E. Inofuentes	$	340,000	$	289,000	—		N/A
J. Michael Walsh (6)	$	315,000	$	267,750	$	280,000	12.5%


~~(1)~~	Annual base salary as of the end of the applicable fiscal year. The Fiscal 2020 Annual Base Salary numbers reflect any increase in Fiscal 2020 base salaries approved by the Compensation Committee and were effective September 1, 2019.


~~(2)~~	~~The Fiscal 2020 Reduced Annual Salary reflects the temporary 15% reduction in base salary taken by the Named Executive Officers effective April 1, 2020.~~


~~(3)~~	~~The base salary percentage change was calculated using the fiscal 2020 annual base salary and the fiscal 2019 annual base salary, disregarding the fiscal 2020 temporary salary reduction.~~


~~(5)~~	~~Mr. Lyon's salary increase was associated with his promotion to Vice President, Controller and Treasurer and his interim role as Principal Financial and Accounting Officer.~~


~~(6)~~	~~Mr. Walsh's salary increase was associated with the expansion of his role due to changes in the Company's senior leadership.~~



Metric	Weighting	Threshold Goal (80% of Target Performance)		Target Goal		Maximum Goal (120% of Target Performance)		Actual Achievement	Actual Achievement Compared to Target Performance	Earned Payout for Fiscal 2019 Company-wide Performance
Adjusted EBITDA	75%	$	22,389,600	$	27,987,000	$	33,584,400	$11,531,000	41.2%	$	0
Free Cash Flow	25%	$	8,714,400	$	10,893,000	$	13,071,600	$ (314,000)	(2.9)%	$	0


–	~~Each Named Executive Officer's objectives were discussed with the Chief Executive Officer based on the strategy and priorities established for their respective function.~~


–	~~Mr. Maserang presented a summary document to the Compensation Committee for review and alignment~~



~~D. Deverl Maserang II~~
~~FY2020 Performance Results~~	~~• Improve capital structure~~ ~~• Evaluate and hire key leaders~~ ~~• Develop purpose, vision, mission and values~~ ~~• Develop strategic growth plan~~ ~~• Design and execute long-term supply chain strategy~~

~~Scott R. Drake~~
~~FY2020 Performance Results~~	~~• Mr. Drake joined the Company in March 2020, as a result he did not have established goals~~

~~Scott R. Lyon~~
~~FY2020 Performance Results~~	~~• Restructure Finance organization~~ ~~• Improve capital structure~~ ~~• Improve financial flexibility~~

~~Ronald J. Friedman~~
~~FY2020 Performance Results~~	~~• Execute successful labor strategy and negotiations~~ ~~• Improve team member experience~~ ~~• Reduce recruitment costs~~ ~~• Launch new human resource systems on-time and on-budget~~

~~Ruben E. Inofuentes~~
~~FY2020 Performance Results~~	~~• Process mapping~~ ~~• Establish new key performance indicators~~ ~~• Build organization to improve quality, service and costs~~

~~J. Michael Walsh~~
~~FY2020 Performance Results~~	~~• Implement monthly sales training~~ ~~• Improve customer retention~~ ~~• Achieve incremental sales target~~ ~~• Improve profitability~~ ~~• Reduce idle equipment~~



Position						Value of Shares Owned
Chief Executive Officer						3x base salary
Other Executive Officers						1x base salary
Non-Employee Directors						4x Annual Cash Retainer


A	B	C	D	E	F	G	H	I
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
D. Deverl Maserang II (1)	2021	615,574	—	1,899,995	—	660,000	11,114	3,186,683
President and Chief Executive Officer	2020	487,385	—	499,990	999,997	—	13,200	2,000,572
Scott R. Drake (2)	2021	349,758	—	344,989	—	281,250	14,226	990,223
Chief Financial Officer	2020	80,769	—	—	199,999	—	—	280,768
Ruben E. Inofuentes (3)	2021	317,114	—	359,992	—	204,000	11,248	892,354
Chief Supply Chain Officer	2020	192,231	—	125,000	124,999	—	96,368	538,598
Maurice S. J. Moragne (4)	2021	340,000	—	289,986	74,998	204,000	10,994	844,980
Chief Sales Officer
Jennifer H. Brown (5)	2021	269,736	—	149,996	—	165,000	10,576	595,308
Former Senior Vice President and General Counsel
Ronald J. Friedman (6)	2021	299,806	—	297,495	—	—	65,627	662,928
Former Chief Human Resources Officer	2020	192,231	—	74,998	74,995	—	23,102	365,326


~~(1)~~	For a detailed summary of the amounts shown in this column see discussion under the heading “All Other Compensation (Column H),” below. For Mr. Mottern, this amount reflects the amount paid in cash retainers in connection with his service on the Board of Directors and its committees, after his tenure as Interim President and Chief Executive Officer ended.


~~(2)~~	~~Mr. Maserang joined the Company as President and Chief Executive Officer effective September 13, 2019.~~


~~(4)~~	~~Mr. Drake joined the Company as Chief Financial Officer effective March 23, 2020.~~


~~(5)~~	Mr. Robson separated from employment with the Company on November 4, 2019. The amount paid to him in fiscal year 2020 in connection his separation of employment pursuant to a severance agreement is included in the "Other" column.