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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

Local Bounti Corporation
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Local Bounti Corporation

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LOCAL BOUNTI CORPORATION
220 W

400 W. Main St., Hamilton, MT 59840

Notice of AnnualSpecial Meeting of Stockholders

To Be Held on June 21, 2022

April 26, 2023

You are cordially invited to attend an annuala special meeting of stockholders (the “Annual“Special Meeting”) of Local Bounti Corporation (“Local Bounti,” “we,” “us,” or “our”) to be held on June 21, 2022,April 26, 2023, at 9 ama.m. mountain time for the following purposes:

1.
1.

To elect two Class I directorsapprove an amendment to Local Bounti’s Certificate of ourIncorporation, to, at the discretion of Local Bounti’s Board of Directors, effect a reverse stock split of the shares of Local Bounti’s common stock, at any time prior to serve for three yearsJune 30, 2024, at a ratio within a range of 1-for-2 to 1-for-25, with the exact ratio and until their successors are elected and qualifiedeffective time of the reverse stock split to be determined at the discretion of Local Bounti’s Board of Directors without further approval or until their earlier resignation or removalauthorization of our stockholders.

2.
2.

To ratifyconsider and vote upon an adjournment of the appointmentSpecial Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022Proposal No. 1.

3.
To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof

You can find more information about each of these items including the nominees for directors, in the proxy statement accompanying this notice. The record date for the AnnualSpecial Meeting is April 29, 2022.3, 2023. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment of the meeting. This notice and accompanying proxy statement and form of proxyThese materials are first being delivered to stockholders on or about May 6, 2022.

April 13, 2023.

The Board of Directors recommends that you vote in favor of each of the nominees for director (proposal 1)Proposals 1 and in favor of proposal 2, each as named or outlineddescribed in the accompanying proxy statement.

Under the rules of the Securities and Exchange Commission, (“SEC”), we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet. This proxy statement and our annual report for the year ended December 31, 2021, areis available on our website at localbounti.com and on proxyvote.com.

Due to ongoing concerns relating to the coronavirus outbreak (COVID-19) and to support the health and wellbeing of our stockholders, we

The Special Meeting will have a virtual-only Annual Meeting,be conducted exclusively via live audiocast at virtualshareholdermeeting.com/LOCL2022.LOCL2023SM. There will not be a physical location for our AnnualSpecial Meeting, and you will not be able to attend the meeting in person.

You are cordially invited to attend the AnnualSpecial Meeting via live audiocast. Whether or not you expect to virtually attend the AnnualSpecial Meeting, please vote on the matters to be considered as promptly as possible to ensure your representation at the meeting.Special Meeting. You may vote via the internet, by telephone, or by returning the enclosed proxy card. Even if you have voted by proxy, you may still vote via live audiocast if you virtually attend the AnnualSpecial Meeting by going to virtualshareholdermeeting.com/LOCL2022LOCL2023SM and logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the AnnualSpecial Meeting, you may vote and ask questions by following the instructions available on the meeting website. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

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You are encouraged to log in to this website before the AnnualSpecial Meeting begins. Online check-incheck in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meetingmeeting through the meeting website, please call the support team at the numbersnumber listed on the website log-in screen.

By order of the Board of Directors

LOGO

Margaret McCandless

Corporate Secretary

Hamilton, Montana

April 13, 2023

By order of the Board of Directors
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Margaret McCandless
Corporate Secretary
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Hamilton, Montana
May 6, 2022
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* Your vote is important so please act today! *

Important Notice regarding the Availability of Proxy Materials

for the AnnualSpecial Meeting of Stockholders of Local Bounti Corporation to beTo Be Held on June 21, 2022

April 26, 2023

Whether or not you plan to attend the annual meeting,Special Meeting, we encourage you to vote and submit your proxy by the internet, telephone, or by mail. For additional instructions on voting by telephonethe internet or the internet,telephone, please refer to your proxy card. To vote and submit your proxy by mail, please complete, sign, and date the enclosed proxy card and return it in the enclosed envelope. If you attend the AnnualSpecial Meeting, you may revoke your proxy and vote virtually. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from your account manager to vote your shares.

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Table of Contents
Table of Contents

Questions and Answers

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1
Proposal 1 - Election of Directors
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6
Director Compensation
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9
Corporate Governance
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Certain Relationships and Related Transactions
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Executive Officers
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management

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Proposal 1 -  Approval of Amendment to Certificate of Incorporation to Effect a Reverse Stock Split

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Proposal 2 -  RatificationApproval of Appointmentan adjournment of Independent Registered Public Accounting Firmthe Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal

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Principal Accountant Fees and Services
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Report of the Audit Committee
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Where You Can Find More Information

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Form 10-K
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Other Matters

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30Annex A

A-1

TABLE OF CONTENTSLocal Bounti Corporation

LOCAL BOUNTI CORPORATION
220 W

400 W. Main St., Hamilton, MT 59840

Proxy Statement for the

2022 Annual

2023 Special Meeting of Stockholders

To Be Held at 9 am Mountain Time on June 21, 2022

The Board of Directors (the “Board”) of Local Bounti Corporation, a Delaware corporation (“Local Bounti,” “we,” “us,” or “our”), is soliciting your proxy to vote at the 2022 annual2023 special meeting of stockholders (the “Annual“Special Meeting”) of Local Bounti to be held exclusively via live audiocast at virtualshareholdermeeting.com/LOCL2022LOCL2023SM on June 21, 2022,April 26, 2023, at 9 ama.m. mountain time, including at any adjournments or postponements of the AnnualSpecial Meeting. The AnnualSpecial Meeting will be held in a virtual-only format. You are invited to attend and vote your shares electronically at the AnnualSpecial Meeting and submit questions by following the instructions available on the meeting website.

You are encouraged to log in to the website above before the AnnualSpecial Meeting begins. Online check-incheck in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the AnnualSpecial Meeting through the meeting website, please call the support team at the numbersnumber listed on the website log-in screen.

We mailedare mailing copies of the proxy materials, which include this proxy statement and a proxy card our annual report on Form 10-K for the year ended December 31, 2021, and supplemental materials reflecting the impact of our acquisition of Hollandia Produce Group, Inc. (“Pete’s”), to stockholders beginning on or about May 6, 2022.April 13, 2023. You do not need to attend the AnnualSpecial Meeting via live audiocast to vote your shares. Instead, you may vote your shares by proxy via the internet or by completing, signing, and returning the enclosed proxy card.

Questions and Answers

Why have I received these materials? The Board is soliciting proxies to vote at the AnnualSpecial Meeting to be held on June 21, 2022,April 26, 2023, at 9 ama.m. mountain time. You are receiving this proxy statement and proxy card from us because you owned shares of our common stock on April 29, 2022,3, 2023, which we refer to as the record date. As a stockholder of record as of the record date, you are invited to attend the AnnualSpecial Meeting via live audiocastaudio webcast, and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the AnnualSpecial Meeting to vote your shares. Instead, you may vote your shares by proxy viaby the internet or telephone or by completing, signing, and returning the enclosed proxy card.

How do I attend the AnnualSpecial Meeting? The AnnualSpecial Meeting will be held on June 21, 2022,April 26, 2023, at 9 ama.m. mountain time exclusively via live audiocast at virtualshareholdermeeting.com/LOCL2022LOCL2023SM and logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the AnnualSpecial Meeting, you may vote and ask questions by following the instructions available on the meeting website. You are encouraged to log in to this website before the AnnualSpecial Meeting begins. Online check-incheck in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the AnnualSpecial Meeting through the meeting website, please call the support team at the numbers listed on the website log-in screen.

Who may vote? You are entitled to vote if our records show that you held one or more shares of our common stock at the close of business on April 29, 2022,3, 2023, the record date. On the record date, there were 94,060,074104,489,422 shares of common stock outstanding and entitled to vote, and 10749 holders of record. Each share entitles you to one vote at the AnnualSpecial Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner? If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered a “stockholder of record” with respect to those shares.

You are a beneficial owner if at the close of business on the record date your shares were held by a broker, bank, trustee, or nominee and not in your name. Being a beneficial owner means that your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee how to vote your shares by following the voting instructions your broker, bank, trustee, or nominee provides. If you do not provide your broker, bank, trustee, or nominee with instructions on how to vote your shares, your broker, bank, trustee, or nominee will not be able to vote your shares with respect to any of the proposals, except for routine proposals as described below.

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What am I voting on? There Below are twothe matters scheduled for a vote and for which we are soliciting your proxy:

1.
The election1.

To approve an amendment to Local Bounti’s Certificate of two Class I directorsIncorporation, to, serve on ourat the discretion of Local Bounti’s Board for three yearsof Directors, effect a reverse stock split of the shares of Local Bounti’s common stock, at any time prior to June 30, 2024, at a ratio within a range of 1-for-2 to 1-for-25, with the exact ratio and until their successors are elected and qualifiedeffective time of the reverse stock split to be determined at the discretion of Local Bounti’s Board of Directors without further approval or until their earlier resignation or removal

2.
The ratificationauthorization of our appointmentstockholders.

2.

To consider and vote upon an adjournment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.

You may either vote “FOR” all the nominees to the Board or you may “WITHHOLD” your vote for any nominees you specify.

You may vote “FOR” or “AGAINST” proposalProposals 1 and 2 or abstain from voting.

The Board recommends a vote FOR each nominee for director (proposal 1)“FOR” Proposals 1 and FOR proposal 2.

We do not know of any business to be presented at the AnnualSpecial Meeting other than the two proposals discussed above. If other business comes before the meeting and is proper under Delaware law, the proxy holders will use their discretion in casting all of the votes that they are entitled to cast.

How do I vote if I am a stockholder of record? If you were a holder of record of our common stock on April 29, 2022,3, 2023, the record date for the AnnualSpecial Meeting, you may use the following methods to vote your shares at the AnnualSpecial Meeting:

By Mail. You may vote by completing, signing, dating, and returning your paper proxy in the accompanying postage prepaid envelope. Please allow sufficient time for us to receive your proxy card if you decide to vote by mail.

By Telephone. You can vote your shares viaby telephone by calling the phone number on the proxy card and following the voice instructions.

Via the Internet. You can vote your shares viaby the internet by following the instructions in the enclosed proxy card. The internet voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm your voting instructions have been properly recorded. If you vote viaby the internet, you do not need to mail a proxy card.

Virtually at the AnnualSpecial Meeting. If you virtually attend the meeting, you may vote by going to virtualshareholdermeeting.com/LOCL2022LOCL2023SM and logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the AnnualSpecial Meeting, which will be held as a live audio webcast, you may vote and ask questions by following the instructions available on the meeting website. You are encouraged to log in to this website before the AnnualSpecial Meeting begins. Online check-incheck in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the AnnualSpecial Meeting through the meeting website, please call the support team at the numbersnumber listed on the website log-in screen.

How do I vote if I hold my shares in street name? If on the record date of April 29, 2022,3, 2023, your shares were held in a stock brokerage account or by a bank or other stockholder of record, you may use the following methods to vote your shares at the AnnualSpecial Meeting:

By Mail, Telephone, or via the Internet. You should receive instructions from your bank, broker, or other nominee explaining how to vote your shares by mail, by telephone, or via the internet. If you wish to vote your shares by mail, by telephone, or via the internet, you should follow those instructions.

Virtually at the AnnualSpecial Meeting. If you attend the meeting virtually, you will need to follow the instructions included on your broker-provided notice or proxy card.

If you do not provide instructions with your proxy, your bank, broker, or other nominee (collectively referred to as a “broker”) will determine if it has the discretionary authority to vote on the particular matter.

Under applicable rules, brokers have the discretion to vote on routine matters but do not have discretion to vote on non-routine matters. For example, if you do not provide voting instructions to your broker, the broker

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could vote your shares for the ratificationapproval of the appointmentamendment to our certificate of WithumSmith+Brown, PC as our independent registered public accounting firm forincorporation (Proposal 1) or to consider and vote upon an adjournment of the year ending December 31, 2022 (proposalSpecial Meeting (Proposal 2) because it isthey are deemed to be a routine matter, but the broker could not vote your shares for proposal 1, the election of Class I directors, because it is deemed to be a non-routine matter.
matters.

If you do not provide voting instructions to your broker and the broker has delivered a proxy card indicating that it does not have discretionary authority to vote on a particular proposal, your shares will be considered as “broker non-votes” with regards to that proposal. Broker non-votes will be counted for the purpose of determining the existence of a quorum but generally will not be considered as entitled to vote with respect to that proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote.

How are votes counted? Votes will be counted by the inspector of election appointed by the Board for the meeting, who will separately count “FOR” and “WITHHOLD” votes and any broker non-votes for the election of directors. Broker non-votes will not count for or against any nominees.

With respect to proposal 2, below, the inspector of election will separately count “FOR,” “AGAINST,” or “ABSTAIN” votes. Abstentions and broker non-votes will have no effect and will not be counted towards the vote totals for proposal 2.

How many votes are needed to approve each of the proposals? Provided that a quorum is present, approval of the proposals described in this proxy statement will require the following affirmative votes (among votes properly cast virtually or by proxy):

Proposal 1 - Election– To approve an amendment to Local Bounti’s Certificate of Incorporation, to, at the discretion of Local Bounti’s Board of Directors, effect a reverse stock split of the shares of Local Bounti’s common stock, at any time prior to June 30, 2024, at a ratio within a range of 1-for-2 to 1-for-25, with the exact ratio and effective time of the reverse stock split to be determined at the discretion of Local Bounti’s Board of Directors without further approval or authorization of our two nominees for Class I directors. The two nominees receiving the most “FOR” votes will be elected.

Proposal 2 - Ratification of the selection of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022.stockholders. This proposal will be approved if the holders of a majority of votes cast affirmatively or negativelythe voting power of the outstanding shares of our common stock entitled to vote at the meeting vote “FOR” the proposal.

Proposal 2 – Approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. This proposal will be approved if the holders of a majority of the voting power of the votes cast by the holders of our common stock present in the Special Meeting or represented by proxy at the Special Meeting and entitled to vote on the proposal and voting for or against the proposal vote “FOR” the proposal.

What is the effect of abstentions? Abstentions are counted as shares that are present and entitled to vote for the purposes of determining the presence of a quorum and will have no impact for purposes of determining the approval of eachProposal 2. Because the voting standard for Proposal 1 is a majority of the proposals submittedvoting power of the outstanding shares of our common stock entitled to vote at the stockholders formeeting, abstentions will have the effect of a vote.vote “AGAINST” the proposal.

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A summary of the voting provisions for the matters to be voted on at the Special Meeting, provided a valid quorum is present or represented at the Annual Meeting, for the matters to be voted on at the AnnualSpecial Meeting, is as follows:

Proposal
No.
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Vote
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Board Recommendation
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ProposalVoteBoard
Recommendation		Routine or
Non-Routine
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Discretionary
Voting by
Broker
Permitted?
​​Vote
Required
for
Approval
Vote
Required
for
Approval
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Impact of
Abstentions
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Impact of
Broker
Non-
Votes
Non-Votes
1
​​Amendment to our certificate of incorporation to effect a reverse stock split
Election of director nominees
​FOR​
FOR
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Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you if you do not provide instructions to your broker.
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No
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Plurality
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No impact
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No impact
2
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Ratification of independent registered public accounting firm
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FOR
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Routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.
you		​​Yes
Yes
​Majority of the voting power of all outstanding shares of our common stock entitled to vote at the meeting​
Same impact as a negative vote
Broker has the discretion to vote
2Approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1FORRoutine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from youYesMajority of votes cast affirmatively or negatively​​
No impact
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Broker has the discretion to vote

How will Local Bounti’s representative proxy holders vote for me? Kathleen Valiasek, our Chief Financial Officer, and Margaret McCandless, our General Counsel and Corporate Secretary, or anyone else that they choose as their substitutes, have been appointed by the Board as proxy holders to vote in your place as your proxies at the AnnualSpecial Meeting. The proxy holders will vote your shares as you instruct them. If you sign, date, and return the enclosed proxy card and do not indicate how you want your shares voted, the proxy holders will vote as our Board recommends. If there is an interruption or adjournment of the AnnualSpecial Meeting before the agenda is completed, the proxy holders may still vote your shares when the meeting resumes. If a broker holds your common stock, they will ask you for instructions and instruct the proxy holders to vote the shares held by them in accordance with your instructions.

Can I change my vote after I have returned my proxy card? Yes. After you have submitted a proxy, you may change your vote at any time before the proxy is exercised by submitting a notice of revocation or a proxy bearing a later date. Accordingly, you may change your vote either by submitting a proxy card prior to or at the AnnualSpecial Meeting or by voting virtually at the AnnualSpecial Meeting. The later submitted vote will be recorded and the earlier vote revoked. You also may revoke your proxy by sending a notice of revocation to our Corporate Secretary, which must be received prior to the AnnualSpecial Meeting. If your shares are held by your broker, you should follow the instructions provided by your broker.

What constitutes a quorum for purposes of the AnnualSpecial Meeting? To carry on business at the AnnualSpecial Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote, as of the record date, are represented virtually or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you vote virtually at the AnnualSpecial Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is not a quorum at the AnnualSpecial Meeting, our stockholders may adjourn the meeting.

Who pays for this solicitation? We will pay the cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies

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by mail, we expect that our directors, officers, and employees may solicit proxies virtually or by telephone or by facsimile.email. None of these individuals will receive any additional or special compensation for doing this, although we

may reimburse these individuals for their reasonable out-of-pocket expenses. We do not expect to, but have the option to, retain a proxy solicitor.

What does it mean if I receive multiple proxy cards? If you receive more than one proxy card, it means that your shares are registered in more than one name or are registered in different accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

What happens when two stockholders share the same address? We may satisfy the SECSecurities and Exchange Commission (“SEC”) rules regarding delivery of proxy statements by delivering a single proxy statement to an address shared by two or more of our stockholders. This delivery method is known as “householding” and can result in meaningful cost savings for us. To take advantage of this opportunity, we may deliver only one proxy statement to multiple stockholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may write us at the address above or call us at 800-640-4016 to request delivery of a single copy of these materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of these documents was delivered. If you hold stock as a record stockholder and prefer to receive separate copies of a proxy statement either now or in the future, please contact us.

What happens if other business not discussed in this proxy statement comes before the meeting? We do not know of any business to be presented at the AnnualSpecial Meeting other than the proposals discussed in this proxy statement. If other business comes before the meeting and is proper under Delaware law, the proxy holders will use their discretion in casting all of the votes that they are entitled to cast.

How can I find out the results of the voting at the AnnualSpecial Meeting? We will announce preliminary voting results at the AnnualSpecial Meeting. We will also disclose voting results on a Current Report on Form 8-K filed with the SEC within four business days after the AnnualSpecial Meeting.

When are stockholder proposals due for nextthis year’s annual meeting of the stockholders? Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our bylaws and the rules established by the SEC.

Under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 2023 annual meeting of stockholders, we must receivehave received the proposal at our executive offices at 220400 W. Main St., Hamilton, MT 59840 by January 6, 2023.

Under our bylaws, a stockholder who wishes to present a proposal, including director nominations, before an annual meeting of stockholders but does not intend for the proposal to be included in our proxy statement must provide notice of its proposal not earlier than February 21, 2023, and not later than March 23, 2023. In the event thatIf we hold our 2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, the deadline will instead be the later of the close of business on the 90th90th day prior to suchthe 2023 annual meeting or the close of business on the 10th10th day following the first public disclosure of the 2023 annual meeting date. The notice and proposal should be addressed to the attention of our Corporate Secretary at our executive offices at the address listed on the cover of this proxy statement, and we suggest that it be sent by certified mail, return receipt requested.

In addition to satisfying the requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than Local Bounti’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of Local Bounti’s shares entitled to vote on the election of directors in support of director nominees other than Local Bounti’s nominees) to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to Local Bounti at

our principal executive offices no later than 60 calendar days prior to the anniversary date of the annual meeting (for the 2023 annual meeting, no later than April 21, 2023). However, if the date of the 2023 annual meeting changes by more than 30 calendar days from the anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2023 annual meeting and the 10th calendar day following the day on which public announcement of the date of the 2023 annual meeting is first made.

Any proposal that you submit must comply with our bylaws and SEC rules.

Whom can I contact for further information? If you would like additional copies, without charge, of this proxy statement or if you have questions about the AnnualSpecial Meeting, the proposals, or the procedures for voting your shares, you should contact our Corporate Secretary at 800-640-4016.

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Proposal 1 - Election of Directors
Pursuant to our Certificate of Incorporation and Bylaws, our Board is divided into three classes with staggered three-year terms. The total number of authorized directors on our Board is currently fixed at six.
Our Board consists of two Class I directors, Pamela Brewster and Matthew Nordby, two Class II directors, Mark J. Nelson and Edward C. Forst, and two Class III directors, Craig M. Hurlbert and Travis M. Joyner. The Class I, Class II, and Class III directors will serve until our annual meetings of stockholders to be held in 2022, 2023 and 2024, respectively, or until the director’s successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Pamela Brewster and Matthew Nordby as Class I directors at the Annual Meeting. Both Ms. Brewster and Mr. Nordby are current Class I directors and standing for re-election at the Annual Meeting. Stockholders cannot submit proxies voting for a greater number of persons than the two nominees named in this Proposal 1. Each director to be elected will hold office until the annual meeting of stockholders to be held in 2025 and until their successor is elected and qualified or until the director’s death, retirement, resignation, or removal. Each nominee is currently a director of Local Bounti and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.
There are no family relationships between any of our directors, nominees, or executive officers. There are also no arrangements or understandings between any director, nominee, or executive officer and any other person pursuant to which the person has been or will be selected as a director or executive officer.
Nominees for Class I Directors
Name
​​
Age
​​
Class
​​
Position
Pamela Brewster
​​
52
​​
I
​​
Director, Audit Committee Member, and Compensation
Committee Chair
​​
​
Matthew Nordby
​​
42
​​
I
​​
Director, Compensation Committee Member, and
Nominating and Corporate Governance Committee
Member
Pamela Brewster. Ms. Brewster has served as a member of the Board since the closing (the “Closing”) of our business combination (the “Business Combination”) with Leo Holdings III Corp (“Leo”) on November 19, 2021, and prior to this was a board member of Local Bounti Corporation (“Legacy Local Bounti”) since November 2020. Ms. Brewster is also the Principal at Orange Strategies LLC, a political and government affairs consulting firm. Ms. Brewster founded Orange Strategies in 2014 following 14 years as Vice President of Government Affairs at the Charles Schwab Corporation where she was responsible for managing Schwab’s state and local government relations efforts; overseeing Schwab PAC, the company’s political action committee; and acting as the company’s in-house political advisor. She continues to provide advisory and consulting services to Charles R. Schwab. Prior to her experience at Charles Schwab Corporation, Ms. Brewster worked at the public relations firm of Alexander Ogilvy, where she was the head of the firm’s Tech Policy Communications practice. At Alexander, she represented a variety of high-tech clients. Prior to joining Alexander, Ms. Brewster worked in Washington, D.C., representing telecommunications and technology interests on Capitol Hill. Ms. Brewster earned a B.A. in political science from the University of California at Davis and a M.A. in public administration and policy from the American University in Washington, D.C.
We believe Ms. Brewster is qualified to serve as a director because of her extensive government relations experience, along with her experience providing advisory and consulting services to public corporations, including high-tech companies.
Matthew Nordby. Mr. Nordby has served as a member of the Board since the Closing. Mr. Nordby is a Partner of Lion Capital. Prior to joining Lion Capital, Matthew served as President of Playboy Enterprises, leading their global licensing business to over $1.5 billion in annual revenue. Prior to this, Matthew served as an executive in the technology industry which included building software start-up Greenplum, acquired by EMC in 2010. He launched his career at Sun Microsystems where he held various leadership positions. Matthew received his B.A. from Auburn University.
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We believe Mr. Nordby is qualified to serve as a director because of his extensive operational and transaction experience.
Continuing Directors
Name
​​
Age
​​
Class
​​
Position
Craig M. Hurlbert
​​
59
​​
III
​​
Co-Chief Executive Officer
​​
​​
​​
Travis M. Joyner
​​
40
​​
III
​​
Co-Chief Executive Officer
​​
​​
​​
Edward C. Forst
​​
61
​​
II
​​
Audit Committee Chair and Nominating and Corporate Governance
Committee Member
​​
​​
​​
Mark J. Nelson
​​
53
​​
II
​​
Nominating and Corporate Governance Committee Chair and Audit
Committee Member
(1)
The terms of Class II directors will expire at the 2023 annual meeting. The terms of Class III directors will expire at the 2024 annual meeting.
Craig M. Hurlbert. Mr. Hurlbert has served as our Co-Chief Executive Officer and as Chairman and member of the Board since the Closing and prior to this co-founded Legacy Local Bounti. Since April 2021, Mr. Hurlbert served as Co-Chief Executive Officer at Legacy Local Bounti. Mr. Hurlbert is also a co-founder of BrightMark Partners, a growth equity and management firm providing capital and resources to venture, growth phase and middle-market businesses, and has served as a Managing Partner since January 2014. From December 2000 to April 2020, Mr. Hurlbert served in various leadership roles, including President, Chief Executive Officer and, most recently from May 2013 to April 2020, as Chairman of the Board of TAS Energy, a leading provider of high efficiency and modular cooling and energy systems for the data center, commercial, industrial and power generation markets. Mr. Hurlbert also held leadership roles at General Electric Company (NYSE: GE) and North American Energy Services. Mr. Hurlbert is currently the Chairman of the Board at Clearas Water Recovery, a company utilizing patented, sustainable, and proprietary technology to solve high nutrient wastewater challenges in the municipal and industrial water markets. Mr. Hurlbert earned his B.S. in Finance from San Diego State University and his M.B.A. from California State University-Long Beach.
We believe Mr. Hurlbert is qualified to serve on our board of directors because of his extensive senior management experience at various companies and business background.
Travis M. Joyner. Mr. Joyner has served as our Co-Chief Executive Officer and member of the Board since the Closing and prior to this, co-founded Legacy Local Bounti. Since April 1, 2021, Mr. Joyner served as Co-Chief Executive Officer at Legacy Local Bounti. He is also a co-founder and has served as a Managing Partner at BrightMark Partners since January 2014. At BrightMark, Mr. Joyner has been an active director for many portfolio companies, driving with growth plan execution, building core business infrastructure and leading many successful debt and equity transactions. His areas of expertise include quantitative analysis, corporate strategy, technology development, market analysis, organizational design structure, market strategy, branding and capital campaigns. Mr. Joyner earned a Ph.D. from the University of Kansas, where his graduate focus was market research and statistics, a Certificate of Finance from the Wharton School at the University of Pennsylvania, a J.D. from the University of Montana, and his B.A. from the University of North Carolina-Chapel Hill, graduating with distinction.
We believe Mr. Joyner is qualified to serve on our board of directors because of his expertise in management and marketing strategy.
Edward C. Forst. Mr. Forst has served as a member of the Board since the Closing and prior to this was a board member and chairman of the board of Leo since January 2021. Mr. Forst, Leo’s Chairman, is Chairman, Partner, and member of the Investment Committee at Lion Capital. Mr. Forst previously served as Chief Executive Officer of Cushman & Wakefield from January 2014 to September 2015, leading the commercial real estate firm across more than 60 countries. Prior to this, Mr. Forst was a Management Committee Partner of Goldman, Sachs & Co. where he served as the Co-CEO of Goldman Sachs Asset Management, and before that as the Chief Administrative Officer and Executive Vice President of the firm. Mr. Forst also served as the
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Chairman of Goldman’s Global Debt Underwriting Committee for seven years. Mr. Forst was also the Executive Vice President and Principal Operating Officer of Harvard University during the financial crisis, as well as Adviser to the Secretary of the Treasury on the Troubled Asset Relief Program (TARP). From November 2017 to August 2018, Mr. Forst served as CEO and Co-CEO (starting in May 2018) of Realty Shares Inc. Realty Shares Inc., filed for chapter 7 bankruptcy protection of July 31, 2020, more than 18 months after Mr. Forst ceased to be the CEO of the company. Mr. Forst sits on the boards of The Feinstein Institute of Northwell Health and the Yale School of Management. Mr. Forst has also served on the board of the Harvard Management Company, as Treasurer of Carnegie Hall, and as the Chairman of the Securities Industry and Financial Markets Association (SIFMA). Mr. Forst serves as trustee for the East Hampton Healthcare Foundation and Trustee and chair of the finance committee for the School of Holy Child. Mr. Forst earned his M.B.A. from the Wharton School of the University of Pennsylvania and his A.B. in Economics from Harvard University.
We believe Mr. Forst is qualified to serve as a director because of his deep consumer industry background, coupled with broad operational and transactional experience.
Mark J. Nelson. Mr. Nelson has served as a member of the Board since the Closing and prior to this was a board member of Legacy Local Bounti since March 2021. Before joining Local Bounti, Mr. Nelson served as Chief Financial Officer and Treasurer at Beyond Meat, Inc. (Nasdaq: BYND), a producer of plant-based meat substitutes, from May 2017 to May 2021, and from December 2015 to March 2017, he served in various capacities at the company, including Chief Operating Officer and Chief Financial Officer, and Chief Financial Officer, Treasurer and Secretary. From March 2017 to May 2017, Mr. Nelson served as Senior Vice President and Chief Financial Officer of Biolase (Nasdaq: BIOL), a medical device company, and from April 2013 to November 2015, he was Chief Financial Officer and Treasurer of Farmer Bros. Co. (Nasdaq: FARM), a manufacturer, wholesaler and distributor of coffee, tea, spices and culinary products. Mr. Nelson started his career at General Electric Company (NYSE: GE) as a member of GE’s Financial Management Program and worked at Thermo Fisher, a biotechnology product development company (NYSE: TMO), and also served as Chief Accounting Officer at Newport Corporation, a formerly publicly traded global supplier of advanced technology products and systems. Mr. Nelson also serves on the board of directors of Real Good Foods (Nasdaq: RGF). Mr. Nelson has a B.B.A. from the University of Massachusetts at Amherst, and an M.B.A. degree from Babson College.
We believe Mr. Nelson is qualified to serve as a director because of his extensive public company experience in executive positions.
Required Vote
The two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by our Board and the Nominating and Corporate Governance Committee. Under applicable rules, brokers are prohibited from giving proxies to vote on elections of directors unless the beneficial owner of the shares has given voting instructions on the matter. This means that if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to the two nominees in this proposal 1 if you want your broker to vote your shares on the matter. Otherwise, your shares will be treated as broker non-votes. Broker non-votes will have no effect on the outcome of the vote.
The Board recommends a vote for each nominee named in Proposal 1.
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Director Compensation
Nonemployee Director Compensation
In 2021, we did not have a formal compensation policy for our nonemployee directors (“Outside Directors”). However, in 2021, we granted our Outside Directors equity awards in the form of change-in-control restricted stock awards (“RSAs”) or restricted stock units (“RSUs”). The awards were issued under our 2020 Equity Incentive Plan (“2020 Plan”), which was terminated and replaced with our 2021 Equity Incentive Plan (“2021 Plan”) in October 2021. The following table sets forth information concerning the compensation of our Outside Directors during the year ended December 31, 2021.
Name
​​
Fees earned or paid
in cash ($)
​​
Stock awards ($)(1)
​​
Total ($)
Pamela Brewster
​​
—
​​
495,479(4)
​​
495,479
Edward C. Forst(2)
​​
—
​​
—
​​
—
Mark J. Nelson(3)
​​
—
​​
1,709,903(5)
​​
1,709,903
Matthew Nordby(2)
​​
—
​​
—
​​
—
(1)
Stock awards are reported at aggregate grant date fair value in the year granted, calculated in accordance with financial statement reporting rules. For information about the assumptions used in calculating grant date fair value, see Note 12, Stock-Based Compensation, to our consolidated financial statements in our Form 10-K for the year ended December 31, 2021.
(2)
Commenced service as a director on November 16, 2021.
(3)
Commenced service as a director on May 13, 2021.
(4)
Ms. Brewster was granted 49,697 RSUs (as converted in the Business Combination) on November 8, 2021, as amended on November 14, 2021. The RSUs vested in full on February 16, 2022, Ms. Brewster held 49,697 unvested RSUs with an aggregate value of $320,546, based on the closing price of our common stock on the NYSE on December 31, 2021 ($6.45).
(5)
Mr. Nelson was granted 253,319 RSUs (as converted in the Business Combination) on April 12, 2021, of which 25% vested on the consummation of the Business Combination and 75% vests over the 36-month period following April 12, 2021, in equal quarterly amounts, subject to Mr. Nelson’s continued service. Notwithstanding the foregoing, 100% of the RSUs vest immediately upon a Change in Control (as defined in our 2021 Plan) resulting in aggregate proceeds to Local Bounti or its stockholders of not less than $30 million, subject to Mr. Nelson’s continued service. As of December 31, 2021, 105,550 of Mr. Nelson’s RSUs had vested, and he held 147,769 unvested RSUs with an aggregate value of $953,110, based on the closing price of our common stock on the NYSE on December 31, 2021 ($6.45).
Nonemployee Director Compensation Policy
On January 12, 2022, the Board, upon recommendation of our Compensation Committee, adopted a Nonemployee Director Compensation Plan. Under the Plan, our Outside Directors are entitled to (a) annual cash retainers, payable in arrears in equal quarterly installments following the end of each quarter in which their service occurred, and (b) equity awards, which are granted under the 2021 Plan or any successor equity plan adopted by the Board and Company stockholders as follows:
Annual Board Member Service Retainer
All Outside Directors: $87,500
Outside Director serving as Lead Independent Director: $15,000 (in addition to above)
Annual Committee Member Service Retainer
Member of the Audit Committee: $10,000
Member of the Compensation Committee: $7,500
Member of the Nominating and Corporate Governance Committee: $5,000
Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer)
Chair of the Audit Committee: $20,000
Chair of the Compensation Committee: $15,000
Chair of the Nominating and Corporate Governance Committee: $10,000
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Equity Compensation
Upon initial election or appointment to the Board, an RSU award, as determined by the Board, with a grant date value of $175,000, which will vest in three equal annual installments beginning on the first anniversary of the date of grant, subject to the Outside Director’s continuous service through the applicable vesting date
At each annual stockholders’ meeting following an Outside Director’s appointment to the Board and the Outside Director’s service on the Board for a minimum of six months, an additional RSU award, as determined by the Board, with a grant date value of $87,500, which will vest in full upon the earlier of the first anniversary of the date of grant or the next annual stockholders’ meeting, subject to the Outside Director’s continuous service through the applicable vesting date.
Notwithstanding the foregoing, for each Outside Director who remains in continuous service as a member of the Board until immediately prior to the consummation of a “change in control” (as defined in the 2021 Plan), any unvested portion of an equity award granted in consideration of the Outside Director’s service as a member of the Board will vest in full immediately prior to, and contingent upon, the consummation of the change in control.
The Board has discretion to grant additional equity awards to certain Outside Directors for services to Local Bounti that exceed the standard expectations for an Outside Director or for other circumstances determined to be appropriate by the Board. Local Bounti will also reimburse directors for their reasonable out-of-pocket expenses in connection with attending Board and committee meetings.
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Corporate Governance
Business Developments
In 2021, we consummated a Business Combination that resulted in Local Bounti becoming a publicly listed company. Our vision is to deliver the freshest, locally grown produce over the fewest food miles possible. Key 2021 and first quarter 2022 business developments include the following:
In September 2021, we entered into a credit agreement (the “Original Senior Credit Agreement”) with Cargill Financial Services International, Inc. (“Cargill”) for an up to $150 million multiple-advance term loan (the “Senior Facility”); we also entered into a subordinated credit agreement (together with the Original Senior Credit Agreement, the “Original Credit Agreements”) with Cargill for an up to $50 million multiple-advance subordinated term loan (together with the Senior Facility, the “Original Facilities”).
On November 19, 2021, Leo consummated the mergers contemplated by the Business Combination Agreement and Plan of Reorganization, dated as of June 17, 2021, by and among Leo, Longleaf Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Leo (“First Merger Sub”), Longleaf Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Leo (together with First Merger Sub, the “Merger Subs”), and Legacy Local Bounti. In connection with the Closing, we changed our name from Leo Holdings III Corp to Local Bounti Corporation.
On March 14, 2022, we entered into a definitive agreement to acquire California-based complementary indoor farming company Pete’s (the “Pete’s Acquisition”), for total consideration of $122.5 million, subject to customary adjustments. Also, on March 14, 2022, we entered into a First Amendment to Credit Agreements and Subordination Agreement (the “Amendment”) to amend the Original Credit Agreements and the Original Facilities (as amended, the “Amended Facilities”) to fund the Pete’s Acquisition along with other terms as agreed in the Amendment. The Pete’s Acquisition closed on April 4, 2022. The Pete’s Acquisition consideration was comprised of $92.5 million in cash, provided pursuant to the Amended Facilities, and $30.0 million in shares of our common stock.
Board Composition
Our Board is currently comprised of six members. Our bylaws permit our Board to establish by resolution the authorized number of directors, and six directors are currently authorized, four of whom qualify as “independent” under NYSE listing standards. Our Board has appointed Craig M. Hurlbert, our co-CEO, to serve as Chairman of the Board and Edward C. Forst to serve as our lead independent director.
Our Board is divided into three classes, with staggered three-year terms. Only one class of directors will be elected at each annual stockholders’ meeting, with the other classes of directors continuing for the remainder of their respective three-year terms. Upon the expiration of the term of a class of directors, a director in that class will be eligible to be elected for a new three-year term at the annual stockholders’ meeting in the year in which their term expires.
Our directors are divided among the three classes as follows:
Director
​​
Class
​​
Term Expires at the
Annual Stockholders’
Meeting in This Year
Pamela Brewster
​​
I
​​
2022
Matthew Nordby
​​
I
​​
2022
Mark J. Nelson
​​
II
​​
2023
Edward C. Forst
​​
II
​​
2023
Craig M. Hurlbert
​​
III
​​
2024
Travis M. Joyner
​​
III
​​
2024
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Board Meetings
Our Board held three meetings during 2021, one after the Business Combination and two prior to the Business Combination. Prior to the Business Combination, the Board of Directors of Legacy Local Bounti held five meetings as a private company.
Board and Committee Meeting Attendance
All directors attended at least 75% of the meetings of the Board and the committees on which the director served. Under our Corporate Governance Guidelines, directors are expected to regularly attend meetings of the Board and committees on which the director sits and to review prior to meetings material distributed in advance for the meetings.
Attendance at Annual Meeting
Under our Corporate Governance Guidelines, directors are invited and encouraged to attend our annual stockholders’ meetings, either in person or by teleconference or video conference.
Communication with Directors
Stockholders and other interested parties who wish to communicate with our Board, nonmanagement directors as a group, a committee of our Board, or an individual director (including our Chairman) may do so by letters addressed to the attention of our Corporate Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of our Board as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our Board will not be provided to directors.
The address for these communications is:
Local Bounti Corporation
220 W. Main St.
Hamilton, MT 59840
Attention: Corporate Secretary
Telephone: 800-640-4016
Director Independence
Our Board has undertaken a review of its composition, the composition of its committees, and the independence of each director and considered whether any director has a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities. Based on information provided by each director concerning their background, employment, and affiliations, including family relationships, our Board has determined that each of Pamela Brewster, Edward C. Forst, Mark J. Nelson, and Matthew Nordby does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under SEC rules and NYSE listing standards. In making these determinations, our Board considered the current and prior relationships that each nonemployee director has with Local Bounti and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each nonemployee director and the transactions involving them described below under the heading “Certain Relationships and Related Transactions.”
Board Leadership Structure
Our Board has determined that it should maintain the flexibility to select the chairperson of the Board and adjust its Board leadership structure based on circumstances existing from time to time and based on criteria that are in our best interests and the best interests of our stockholders, including the composition, skills, diversity, and experience of the Board and its members, specific challenges faced by us or our industry, and governance efficiency. The Board has adopted Corporate Governance Guidelines, which provide for the appointment of a lead independent director at any time when the chairperson is not independent. Craig M. Hurlbert has been
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elected to serve as Chairman of the Board and Edward C. Forst serves as lead independent director and is responsible for, among other matters, calling and presiding over each executive session of the independent directors and briefing the co-Chief Executive Officers on issues arising from executive sessions and serving as a liaison between the chairperson and the independent directors.
Board Role in Risk Oversight
One of the key functions of the Board is informed oversight of our risk management process. This oversight function is administered directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. The Audit Committee of the Board has the responsibility to consider and discuss our major financial risk exposures and the steps management takes to monitor and control exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee of our Board assesses and monitors whether our compensation plans, policies, and programs comply with applicable legal and regulatory requirements. The Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines.
Committees of the Board
Our board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board may from time to time establish other committees.
Audit Committee
Our Audit Committee is comprised of Edward C. Forst (Chair), Pamela Brewster, and Mark J. Nelson. Each of Edward C. Forst, Pamela Brewster, and Mark J. Nelson meets the requirements for independence and financial literacy under SEC rules and NYSE listing standards. In addition, each of Edward C. Forst and Mark J. Nelson qualifies as an audit committee financial expert as defined under SEC rules.
The Audit Committee’s responsibilities include, among other things:
appointing, compensating, retaining, evaluating, terminating, and overseeing Local Bounti’s independent registered public accounting firm
reviewing the adequacy of Local Bounti’s system of internal controls and the disclosure regarding this system of internal controls contained in Local Bounti’s periodic filings
preapproving all audit and permitted non-audit services and related engagement fees and terms for services provided by the Local Bounti’s independent auditors
reviewing with Local Bounti’s independent auditors their independence from management
reviewing, recommending, and discussing various aspects of the financial statements and reporting of the financial statements with management and Local Bounti’s independent auditors
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters.
Our Audit Committee operates under a written charter, which satisfies SEC rules and NYSE listing standards and is available in the investors section of our website at localbounti.com. All audit services and permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by our Audit Committee. Our Audit Committee held four meetings in 2021.
Compensation Committee
Our Compensation Committee is comprised of Pamela Brewster (Chair) and Matthew Nordby. The composition of the Compensation Committee meets the requirements for independence under SEC rules and NYSE listing standards. Each member of the Compensation Committee is a nonemployee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee operates under a written charter, which satisfies NYSE listing standards and is available on the investors section of our website at localbounti.com.
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The Compensation Committee is responsible for, among other things:
setting the compensation of our co-Chief Executive Officers and, in consultation with our co-Chief Executive Officers, reviewing and approving the compensation of our other executive officers
reviewing on a periodic basis and making recommendations to the Board regarding nonemployee director compensation
reviewing on a periodic basis and discussing with our co-Chief Executive Officers and the Board the development and succession plans for senior management positions
administering any cash and equity-based incentive plans that are stockholder-approved or where participants include our executive officers and directors
providing oversight of and recommending improvements to our overall compensation and incentive plans and benefit programs
The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser and is directly responsible for the appointment, compensation, and oversight of the work of the adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation Committee will consider the independence of the adviser, including the factors required by SEC rules and NYSE listing standards. Our Compensation Committee did not hold any meetings in 2021.
The Compensation Committee has authority to form, and delegate authority to, one or more subcommittees, comprised of one or more committee members. Any subcommittee will have the responsibilities and authority delegated to it, including, if so designated, the full responsibility and authority of the committee with respect to delegated matters, unless otherwise prohibited by applicable laws or listing standards.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is comprised of Mark J. Nelson (Chair), Matthew Nordby, and Edward C. Forst. The composition of the Nominating and Corporate Governance Committee meets the requirements for independence under SEC rules and NYSE listing standards.
Our Nominating and Corporate Governance Committee is responsible for, among other things:
identifying, evaluating, and making recommendations to the Board regarding nominees for election to the Board and its committees
developing and making recommendations to the Board regarding our corporate governance guidelines
overseeing our corporate governance practices
reviewing our code of business conduct and ethics and approve any amendments or waivers
overseeing the evaluation and the performance of the Board and individual directors
contributing to succession planning
Our Nominating and Corporate Governance Committee operates under a written charter, which satisfies NYSE listing standards, and which is available on the investors section of our website at localbounti.com. Our Nominating and Corporate Governance Committee did not hold any meetings in 2021.
Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills, and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) the candidates, may take into account many factors, including diversity of personal and professional background, perspective, and experience; personal and professional integrity, ethics, and values; experience in corporate management, operations, or finance; experience relevant to our industry and with relevant social policy concerns; experience as a Board member or executive officer of another public company; relevant academic expertise or other proficiency in an area of our operations; practical and mature business judgment; and any other relevant qualifications, attributes, or skills.
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In recommending candidates for nomination, our Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates.
Currently, our Board evaluates each individual in the context of the Board as a whole with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
Certain Relationships and Related Transactions
In addition to the executive officer and director compensation arrangements discussed below under “Executive Compensation” and above under “Proposal One: Election of Directors–Director Compensation,” respectively, the following is a description of transactions since January 1, 2021, and currently proposed transactions in which:
we, Leo, or Legacy Local Bounti have been or are to be a participant;
the amounts involved exceeded or exceeds $120,000; and
any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
Amended and Restated Registration Rights Agreement
In connection with the Closing, a Registration Rights Agreement, dated March 2, 2021, among Local Bounti and certain persons and entities holding our securities was amended and restated and Local Bounti, certain persons and entities holding our securities prior to the Closing (the “Initial Holders”), and certain persons and entities receiving common stock or instruments exercisable for common stock in connection with the Business Combination (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”) entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, we filed with the SEC (at our sole cost and expense) a registration statement on December 10, 2021, registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and the Resale Registration Statement was declared effective on December 23, 2021. In certain circumstances, certain of the Registration Rights Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders are entitled to customary piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by us if we fail to satisfy any of our obligations under the A&R Registration Rights Agreement.
Lock-Up Arrangements
In connection with the Closing, Legacy Local Bounti securityholders entered into agreements pursuant to which they agreed, subject to certain customary exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and related SEC rules, any shares of common stock held by them immediately after the Closing, including any shares issuable upon the exercise of options to purchase shares of common stock held by them immediately after the Closing of the Business Combination (“Lock-Up Shares”), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, whether the transaction is to be settled by delivery of the securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a) through (c), collectively, “Transfer”) through May 18, 2022.
In connection with the Business Combination, Leo entered into subscription agreements with certain investors (the “PIPE Investors”), whereby it issued 15 million shares of common stock at $10 per share (the “PIPE Shares”) for an aggregate purchase price of $150 million (the “PIPE Financing”), which closed simultaneously with the consummation of the Business Combination. Upon the Closing, the PIPE Investors were issued shares of our common stock.
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Pursuant to the A&R Registration Rights Agreement and, subject to certain exceptions, Leo Investors III LP (the “Sponsor”) and its permitted transferees are contractually restricted from selling or transferring any of their shares of common stock (not including any PIPE Shares issued in the PIPE Financing) (the “Sponsor Lock-Up Shares”). These restrictions began at Closing and end on the earlier of (a) November 19, 2022, and (b) the earlier to occur of, subsequent to November 19, 2021, (x) the first date on which the last reported sale price of the Common Stock equals or exceeds $12 per share (as equitably adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (y) the date on which there is consummated a subsequent liquidation, merger, share exchange, or other similar transaction that results in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
Pre-Business Combination Related Party Transactions of Legacy Local Bounti
BrightMark Partners, LLC Management Services Agreement
In August 2018, Legacy Local Bounti entered into a management services agreement with BrightMark Partners, LLC (“BrightMark”), for certain management services, including management, CFO, business, operational, strategic, and advisory services. The two managing partners of BrightMark, Craig M. Hurlbert and Travis M. Joyner, are the co-founders and co-CEOs of Legacy Local Bounti. Under the agreement, the management services would be provided for an initial term of three years that would automatically renew for an additional one-year term. As consideration for management services, BrightMark billed Local Bounti on a monthly basis for services rendered pursuant to the management services agreement, plus and expenses. In March 2021, Legacy Local Bounti and BrightMark terminated the management services agreement.
For the year ended December 31, 2021, Legacy Local Bounti incurred management fees of $120,000. Craig M. Hurlbert and Travis M. Joyner each own the interest of half amount in the transactions based on the 50% ownership of BrightMark from each of them.
BrightMark previously held shares of Legacy Local Bounti, but distributed the shares to Wheat Wind Farms, LLC and McLeod Management Co. LLC, which are controlled by Craig M. Hurlbert and Travis M. Joyner, our co-CEOs, respectively.
Grow Bitterroot Sale Lease Back Transaction and Services Agreement
In June 2020, Legacy Local Bounti sold a greenhouse facility it had constructed to Grow Bitterroot, LLC (“Grow Bitterroot”), a qualified opportunity zone fund owned in part by Live Oak Ventures, LLC, which owns more than 10% of our stock, and Orange Strategies LLC, of which our director, Pamela Brewster, is Principal, for a total consideration of $4.5 million. Travis M. Joyner, our co-CEO, is manager of Grow Bitterroot. Concurrently, Legacy Local Bounti and Grow Bitterroot entered into an agreement whereby we lease land and the greenhouse facility from Grow Bitterroot. In addition, Legacy Local Bounti and Grow Bitterroot entered into a property maintenance and management services agreement under which we will provide all property maintenance and management services, including business, operational, strategic, and advisory services in exchange for an annual fee of $50,000. The property maintenance and management services agreement includes an initial term of three years, which will renew automatically unless terminated by either party with 30 days’ notice. In July 2020, Legacy Local Bounti began providing development services to Grow Bitterroot in connection with the expansion of the Grow Bitterroot-owned greenhouse facility. For the year ended December 31, 2021, we paid to Grow Bitterroot $812,513 under the lease agreement and $50,000 under the property maintenance and management services agreement.
BrightMark Partners LLC Short-Term Lease Agreement
In December 2020, Legacy Local Bounti entered into a short-term lease agreement with BrightMark for commercial office space. The lease may be terminated at any time by either party upon 30 days’ written notice. The monthly rent is $2,000 per month ($24,000 per year).
McLeod Property HM LLC Commercial Lease
On June 15, 2021, Legacy Local Bounti entered into a commercial lease agreement with McLeod Property HM LLC located in Hamilton, Montana, whose owner, Bridget M. Joyner, is the wife of Travis M. Joyner, our
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co-CEO. The lease had a one-year term commencing on June 15, 2021, and ending June 14, 2022, or upon lease termination. The lease was terminated on March 15, 2022. The monthly rent was $3,250 per month ($39,000 per year).
Right of First Refusal, Co-Sale, and Pre-Emptive Rights Agreement
In July 2019, Legacy Local Bounti entered into a right of first refusal, co-sale, and pre-emptive rights agreement (the “ROFR”) with certain holders of Legacy Local Bounti’s capital stock including certain directors, officers, and holders of 5% or more of Legacy Local Bounti’s capital stock. These parties include Live Oak Ventures, LLC, Rom Ramsbacher, MSE Consulting, LLC, BrightMark (prior to the distribution of shares to entities controlled by Craig M. Hurlbert and Travis M. Joyner in 2021), David Lincoln, and Josh White. The ROFR was terminated in connection with the Closing.
Convertible Securities Financing
On April 19, 2021, Legacy Local Bounti issued and sold convertible securities (the “Convertible Notes”) to Charles R. Schwab & Helen O. Schwab TTEE The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985 (the “Charles Schwab 1985 Trust”) in an aggregate principal amount of $10 million and Charles R. Schwab TTEE The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985 in an aggregate principal amount of $5 million (together with Charles Schwab 1985 Trust, the “Convertible Note Holders”). Interest on the Convertible Notes accrued at a rate of 8%, computed on the basis of the actual number of days elapsed and a year of 365 days. The Convertible Notes Holders are affiliates and under common control with Live Oak Ventures, LLC, a stockholder of Legacy Local Bounti. The Convertible Notes mature 24 months from the issuance date. In connection with the Closing, on November 19, 2021, all Convertible Notes were converted into a number of shares of our common stock, at a conversion price equal to value of each share of common stock in the Business Combination multiplied by 85%.
Family Member
Rick D. Leggott is the control person of Bitterroot Partners, LLC, a stockholder of Local Bounti, and his immediate family member, Jeff Leggott, is currently a full-time employee of Local Bounti.
Advisory Services Agreement
In March 2021, The Lenox Group and Legacy Local Bounti entered into an agreement pursuant to which The Lenox Group provided to Legacy Local Bounti certain management services, including strategic and advisory services. The Lenox Group is an entity controlled by Kathleen Valiasek, our Chief Financial Officer. Pursuant to the agreement, the payment for the services was conditioned upon the consummation of a transaction with a special purpose acquisition company. The agreement was terminated by mutual agreement of the parties in April 2021, prior to Ms. Valiasek becoming an employee of Legacy Local Bounti, subject to payment of amounts owing to The Lenox Group upon the closing of a qualifying transaction. In connection with the Closing, Local Bounti paid $850,000 to The Lenox Group and all remaining provisions of the agreement were satisfied upon the payment.
Pre-Business Combination Related Party Transactions of Leo
Class B Ordinary Shares
On January 18, 2021, the Sponsor paid $25,000 to cover certain expenses of Leo in consideration of 5,750,000 Class B ordinary shares. On February 25, 2021, Leo effected a share capitalization, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding. On February 2021, the Sponsor transferred 20,000 Class B ordinary shares to Lori Bush, Mary E. Minnick, and Mark Masinter. On March 2, 2021, the Sponsor forfeited 25,000 founder shares after the initial public offering as a result of the underwriters’ partial exercise of the over-allotment option. Of the 6,875,000 Class B ordinary shares outstanding as of June 30, 2021, the Sponsor owned an aggregate of 6,770,000 Class B ordinary shares and Lori Bush, Mary E. Minnick, and Mark Masinter owned an aggregate of 60,000 Class B ordinary shares. The Class B ordinary shares automatically converted into Class A ordinary shares upon the Closing on a one-for-one basis.
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Private Placement Warrants
Simultaneously with the closing of the initial public offering, Leo consummated the private placement of 5,333,333 private placement warrants at a price of $1.50 per warrant to the Sponsor, generating gross proceeds of $8 million. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the private placement warrants were added to the proceeds from the initial public offering to be held in the trust account. The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
Related Party Loans
The Sponsor had agreed to loan Leo up to $300,000 (the “Note”) to be used for the payment of costs related to the initial public offering. The Note was non-interest bearing, unsecured, and was due on the earlier of June 30, 2021, and the closing of the initial public offering. Leo had borrowed $112,000 under the Note, which was fully repaid upon the closing of the initial public offering on March 2, 2021.
Administrative Services Agreement
Leo agreed, commencing on the effective date of the initial public offering through the earlier of Leo’s consummation of a business combination and its liquidation, to pay the Sponsor a monthly fee of $10,000 for office space and secretarial and administrative services. For the period ended January 8, 2021, through the Business Combination, Leo incurred $83,000 in fees for these services. The agreement terminated at the Closing.
Leo Registration Rights Agreement
Pursuant to a registration rights agreement entered into on March 2, 2021 (the “Original Registration Rights Agreement”), the holders of the Class B ordinary shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that Leo register the securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Closing. However, the Original Registration Rights Agreement provides that Leo will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. Leo will bear the expenses incurred in connection with the filing of the registration statements.
In connection with the Business Combination, the Original Registration Rights Agreement was terminated upon the execution of the Amended and Restated Registration Rights Agreement.
Indemnification Agreements
Our Certificate of Incorporation contains provisions limiting the liability of directors, and our Bylaws provide that we will indemnify each of our directors to the fullest extent permitted under Delaware law. Our charter documents also provide the Board with discretion to indemnify officers and employees when determined appropriate by the Board.
We have entered into indemnification agreements with each of our directors, executive officers, and certain other key employees. The indemnification agreements provide that we will indemnify each of these individuals against any and all expenses incurred by the individual because of their status as a director, executive officer, or other key employees, to the fullest extent permitted by Delaware law and our charter documents. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by these individuals in connection with a legal proceeding involving their status as a director, executive officer, or key employee.
Related Party Transactions Policy
We have adopted a written related party transaction policy. The policy provides that officers, directors, holders of more than 5% of any class of Local Bounti’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons will not be permitted to enter into a related-party transaction with Local Bounti without the prior consent of our Audit Committee or other
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independent members of the Board in the event it is inappropriate for the Audit Committee to review the transaction due to a conflict of interest. Any request for Local Bounti to enter into a transaction with a related party in which the amount involved exceeds $120,000 must first be presented to the Audit Committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the Audit Committee will take into account all relevant facts and circumstances available.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Business Conduct and Ethics is available under the investors section of our website at localbounti.com. In addition, we intend to post under the investors section of our website all disclosures that are required by law or NYSE listing standards relating to any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.
Policy Against Hedging
We have adopted a policy that prohibits members of our Board and all employees, including “officers” under Section 16 of the Exchange Act, from purchasing any financial instruments (such as prepaid variable forward contracts, equity swaps, collars or exchange funds) or otherwise engaging in any transactions that hedge the risk of stock ownership in Local Bounti.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to file with the SEC reports of ownership regarding the common stock and other Local Bounti equity securities. These persons are required to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of these forms furnished to us and written representations from our directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in 2021.
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Executive Officers
Our Board chooses our executive officers, who then serve at the discretion of the Board. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers. Below is biographical information about our executive officers:
Name
​​
Age(1)
​​
Position
Executive Officers
​​
​​
Craig M. Hurlbert
​​
59
​​
Co-Chief Executive Officer and Director
Travis M. Joyner
​​
40
​​
Co-Chief Executive Officer and Director
Brian C. Cook
​​
43
​​
President
Kathleen Valiasek
​​
58
​​
Chief Financial Officer
Mark McKinney
​​
59
​​
Chief Operating Officer
B. David Vosburg Jr.
​​
40
​​
Chief Innovation Officer
Gary Hilberg
​​
56
​​
Chief Sustainability Officer
Margaret McCandless
​​
49
​​
General Counsel and Corporate Secretary
Craig M. Hurlbert. Mr. Hurlbert’s biographical information is set forth above under the heading “Proposal One: Election of Directors–Continuing Directors.”
Travis M. Joyner. Mr. Joyner’s biographical information is set forth above under the heading “Proposal One: Election of Directors–Continuing Directors.”
Brian Cook. Mr. Cook has served as our President since April 2022. Mr. Cook previously served as Chief Executive Officer of Pete’s, a leading produce company specializing in hydroponic greenhouse-grown lettuce and cress, from November 2017 to April 2022, when Local Bounti acquired Pete’s. Mr. Cook also served as Vice President of Sales of Hollandia Produce from February 2016 to November 2017. Prior to joining Hollandia Produce, Mr. Cook served in various sales roles at several produce and retail advertising companies. Mr. Cook currently serves as a Member of the Fresh Produce & Floral Council Board and the Ventura College Agriculture Advisory Board.
Kathleen Valiasek. Ms. Valiasek has served as our Chief Financial Officer since the Closing and prior to this, served as Legacy Local Bounti’s Chief Financial Officer since April 2021. Prior to this, Ms. Valiasek served as Chief Financial Officer from January 2017 to June 2019 and as Chief Business Officer from June 2019 to March 2021 at Amyris (NASDAQ: AMRS), a science and technology leader in the research, development and production of sustainable ingredients for the Clean Health & Beauty and Flavors & Fragrances markets. Prior to Amyris, Ms. Valiasek served as Chief Executive Officer of Lenox Group, Inc., a finance and strategic consulting firm she founded in 1994 and in this capacity she worked closely with the senior management teams of fast- growing companies including start-ups, venture-backed and Fortune 500 companies such as Albertsons, CVS, Gap, Kaiser Permanente and Softbank. At Lenox Group, she was typically engaged for critical roles on multi- year assignments including M&A transactions, debt and equity financings, IPOs and spin-offs. Ms. Valiasek holds a B.B.A. from the University of Massachusetts at Amherst.
Mark McKinney. Mr. McKinney has served as our Chief Operating Officer since the Closing and prior to this, joined Legacy Local Bounti in August 2021 as Chief Operating Officer. From July 2018 to July 2021, Mr. McKinney worked as Chief Operating Officer at Fruit Growers Supply, an agricultural supply cooperative company. Prior to that, Mr. McKinney served as Chief Executive Officer of Al Ghurair Foods, a large diversified industrial enterprise in the Middle East, from June 2015 to August 2017. Previously, he held key executive management roles with Dole Foods, including as President of Dole Packaged Foods Asia, President and Managing Director of Dole Thailand, and earlier in his career held senior global supply chain management positions with Dole for its Europe, North America and Asia operations. Mr. McKinney served as Board member of Serendip Flour (Sri Lanka) and Reem Rice Ltd from July 2015 to July 2017. Mr. McKinney has a B.S. in Chemical Engineering from California Polytechnic University and an M.B.A. in International Business/ Corporate Finance from Claremont Graduate University.
B. David Vosburg Jr. Mr. Vosburg has served as our Chief Innovation Officer since the Closing and prior to this, served as Legacy Local Bounti’s Chief Operating Officer from January 2021 to August 2021, and has served as Chief Innovation Officer thereafter, with two decades of international financial, business development and technology experience, transitioning from the CFO to the COO role in April of 2021. From May 2020 to
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October 2020, Mr. Vosburg served as Chief Financial Officer and Head of Emerging Technology at Sensei Ag, a market changing AgTech venture founded by Oracle co-founder Larry Ellison. From December 2014 to April 2020, Mr. Vosburg served as CFO and Head of Business Development of Crop One Holdings, a company that grows fresh, nutritious and delicious produce in indoor farms. He also co-founded Conception Nurseries, a technology licensee to expand Crop One into new verticals. In his early career, Mr. Vosburg founded and grew Ed-Tech and Fin-Tech companies in Zambia, working in C-suite roles. He also served a term as President of the American Chamber of Commerce in Zambia. Mr. Vosburg earned a B.A. in Political Science from the University of Notre Dame and an M.B.A. from the Yale School of Management.
Gary Hilberg. Mr. Hilberg has served as our Chief Sustainability Officer since the Closing and prior to this, joined Legacy Local Bounti as Vice President of Sustainability in December 2020 and was promoted to Chief Sustainability Officer in January 2021. Before joining Legacy Local Bounti, from June 2017 to December 2020, Mr. Hilberg was President of Continuum Energy Inc., a company he founded in 2002 which provides consulting services, including business strategy, sustainability and commercialization. From August 2002 to June 2017, Mr. Hilberg led the senior management team for several small and mid-sized energy solutions businesses, including Everest Sciences and TAS Energy. Mr. Hilberg was Vice President of Sales & Marketing for Pratt & Whitney Power Systems from May 2000 to August 2002, leading the expansion into the gas turbine services segment. Prior to PWPS, he worked for General Electric, Stewart & Stevenson, NAES Corporation, and the U.S. Navy. Mr. Hilberg is a licensed professional engineer (Chemical) in the States of Texas and California and holds a B.S. degree in Chemical Engineering from Oregon State University and an M.B.A. from the University of Phoenix.
Margaret McCandless. Ms. McCandless has served as our General Counsel since February 2022 and our Corporate Secretary since March 2022. Before joining Local Bounti, Ms. McCandless was Chief Compliance Officer, Assistant General Counsel, and Corporate Secretary of Royal Gold, Inc., a precious metals streaming and royalty company, from January 2020 to January 2022. Previously, she served as Vice President, General Counsel, and Secretary from January 2015 to December 2019 and Assistant General Counsel and Assistant Secretary from January 2012 to January 2015 of Intrepid Potash, Inc., a potash and specialty plant-nutrient company. From 2004 through 2011, Ms. McCandless served as Associate General Counsel – Securities, Disclosure, and Corporate Governance for CenturyLink, Inc. and Qwest Communications International Inc. Prior to joining Qwest, Ms. McCandless was an associate at the law firms of Hogan Lovells LLP and Cooley LLP. Ms. McCandless holds a J.D. from the University of Wisconsin Law School and a B.S. in Accounting from the University of Colorado at Boulder.
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Executive Compensation
The following table sets forth information concerning the compensation of our officers who served as named executive officers during the year ended December 31, 2021.
Name and Principal Position
​​
Year
​​
Salary
($)
​​
Bonus
($)(1)
​​
Stock
Awards
($)(2)
​​
All Other
Compensation
($)(3)
​​
Total
($)
Craig M. Hurlbert
Co-Chief Executive Officer(4)
​​
2021
​​
172,615
​​
—
​​
—
​​
18,003
​​
190,618
​
2020
​​
—
​​
—
​​
—
​​
314,000
​​
314,000
Travis M. Joyner
Co-Chief Executive Officer(4)
​​
2021
​​
172,615
​​
—
​​
—
​​
12,465
​​
185,080
​
2020
​​
—
​​
—
​​
—
​​
314,000
​​
314,000
Kathleen Valiasek
Chief Financial Officer(5)
​​
2021
​​
305,673
​​
900,000
​​
9,672,951
​​
31,418
​​
10,910,042
Mark McKinney
Chief Operating Officer(6)
​​
2021
​​
174,680
​​
175,000
​​
4,954,761
​​
26,533
​​
5,330,974
(1)
Amounts reflect, with respect to Mr. McKinney, a $100,000 sign-on bonus and a $75,000 discretionary bonus approved by the Board on November 18, 2021, and, with respect to Ms. Valiasek, a discretionary bonus approved by the Board on November 18, 2021.
(2)
Stock awards are reported at aggregate grant date fair value in the year granted, calculated in accordance with financial statement reporting rules. For information about the assumptions used in calculating grant date fair value, see Note 12, Stock-Based Compensation, to our consolidated financial statements in our Form 10-K for the year ended December 31, 2021.
(3)
Amount reflects, (a) with respect to Mr. Hurlbert, (i) $12,465 in management fees paid to BrightMark, of which he is a 50% owner, and (ii) $5,538 in company 401(k) contributions; (b) with respect to Mr. Joyner, $12,465 in management fees paid to BrightMark, of which he is a 50% owner; (c) with respect to Ms. Valiasek, (i) $19,818 in relocation reimbursement payments and (ii) $11,600 in company 401(k) contributions; and, (d) with respect to Mr. McKinney, (i) $20,533 in relocation reimbursement payments and (ii) $6,000 in company 401(k) contributions.
(4)
Messrs. Hurlbert and Joyner became employees and Co-Chief Executive Officers on April 1, 2021.
(5)
Ms. Valiasek was hired as Chief Financial Officer on April 1, 2021.
(6)
Mr. McKinney was hired as Chief Operating Officer on August 23, 2021.
2021 Compensation
In 2021, we incurred a monthly management services fee to BrightMark, a company in which Messrs. Hurlbert and Joyner are co-owners, pursuant to a management services agreement by and between BrightMark and Local Bounti entered into as of August 20, 2018 (the “Management Services Agreement”). In March 2021, the Management Services Agreement was terminated. In April 2021, Messrs. Hurlbert and Joyner became Local Bounti employees and Co-Chief Executive Officers.
In 2021, each named executive officer received an annual base salary from Local Bounti to compensate them for their services commensurate with their skill set, experience, role, and responsibilities. In addition, Ms. Valiasek and Mr. McKinney received discretionary cash bonuses to compensate them for their services.
Effective January 1, 2022, to reinforce their commitment to employees as the centerpiece for creating long-term value for stockholders, each of our Co-Chief Executive Officers requested that their annual base salaries be decreased to $35,000.
Executive Employment Agreements
In November 2021, we entered into employment agreements with each of our executive officers, including each named executive officer, which became effective on the Closing. Pursuant to each employment agreement, if the employee separates from service (a) due to termination by us for a reason other than (x) Cause (as defined in the employment agreement), (y) the employee becoming Disabled (as defined in the employment agreement) or (z) the employee’s death, or (b) due to resignation by the employee on account of Good Reason (as defined in the employment agreement) (each, an “Involuntary Termination”) under either of the following circumstances, the employee will be entitled to their salary and other benefits accrued through the separation date and, subject to the employee executing a release and general waiver of claims in favor of Local Bounti and adhering to the applicable restrictive covenants (other than with respect to accrued benefits), the employee will be entitled to the following respective additional severance benefits:
If the Involuntary Termination occurs at any time other than at or during the 12-month period immediately following a Change in Control (as defined in the 2021 Plan), (a) continuing salary
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payments for a period of six months (12 months in the case of the co-Chief Executive Officers), (b) COBRA reimbursement payments for a period of six months (12 months in the case of the co-Chief Executive Officers), and (c) if the employee’s termination date is at least 12 months following the employee’s start date with Local Bounti, all of the employee’s unvested and outstanding equity awards that would have become vested had employee remained in Local Bounti’s employ for the 12-month period following the employee’s termination of employment will immediately vest and become exercisable as of the date of the employee’s termination
If the Involuntary Termination occurs during the 12-month period immediately following a Change in Control, then in lieu of the above, (a) a lump sum severance payment equal to 1.5 (2.0 in the case of the co-Chief Executive Officers) times the employee’s base salary, (b) COBRA reimbursement payments for a period of 18 months (24 months in the case of the co-Chief Executive Officers), and (c) if the employee’s termination date is at least 12 months following the employee’s start date with Local Bounti, all of the employee’s unvested and outstanding equity awards will immediately vest and become exercisable as of the date of the employee’s termination
The employment arrangements each include (1) confidentiality and non-disparagement obligations applicable during the employee’s term and following the termination thereof for any reason, (2) a standard intellectual property assignment provision, (3) a non-competition provision applicable during the employee’s term and during the one year period following termination for any reason, and (4) a non-solicitation provision applicable during the employee’s term and during the one year period following termination for any reason.
Ms. Valiasek’s employment agreement superseded and replaced an offer letter between Ms. Valiasek and us effective March 2021. Under that prior offer letter, Ms. Valiasek was entitled to an annual base salary of $425,000 and was granted 212,384 shares of change-in-control restricted nonvoting Local Bounti common stock under the 2020 Plan, which was adjusted to 1,055,478 shares of Local Bounti in the Business Combination. Ms. Valiasek’s prior offer letter further entitled her to relocation expense reimbursements, three weeks’ vacation time, and eligibility to participate in Local Bounti’s employee benefits plans maintained by Local Bounti and generally made available to similarly situated employees.
Mr. McKinney’s employment agreement superseded and replaced an offer letter between Mr. McKinney and us effective July 2021. Under that prior offer letter, Mr. McKinney was entitled to an annual base salary of $500,000 and was granted 100,000 shares of nonvoting common stock RSUs under the 2020 Plan, which was adjusted to 496,967 shares of Local Bounti in the Business Combination. Mr. McKinney’s prior offer letter further provided him with a $100,000 sign on bonus and entitled him to relocation expense reimbursements, three weeks’ vacation time, and eligibility to participate in Local Bounti’s employee benefits plans maintained by Local Bounti and generally made available to similarly situated employees.
Benefits
We provide executives and other employees medical, dental, and vision benefits. We also provided other benefits to executives on the same basis as provided to other salaried employees, such as company 401(k) contributions, vacation days, and paid holidays.
Equity Awards
In June 2019, BrightMark subjected 5,527,500 of its shares of Legacy Local Bounti voting common stock to service-based vesting over a three-year quarterly installment vesting period with vesting occurring on the last day of each calendar quarter measured from the one-quarter anniversary of June 2019, subject to the continuation of BrightMark’s services to Legacy Local Bounti. In March 2021, in connection with the cancellation of the Management Services Agreement and Messrs. Hurlbert and Joyner becoming employees of Legacy Local Bounti, Legacy Local Bounti accelerated the vesting of the remaining unvested shares.
In March 2021, Ms. Valiasek received a grant of 212,384 restricted shares of non-voting Legacy Local Bounti common stock under the 2020 Plan, which was adjusted to 1,055,478 restricted shares of Local Bounti in the Business Combination, as described in more detail below.
In November 2021, each of Ms. Valiasek and Mr. McKinney received 100,000 RSUs with respect to Legacy Local Bounti common stock under the 2020 Plan, which was adjusted to 496,967 shares of Local Bounti in the Business Combination.
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In January 2022, the Board, upon recommendation of the Compensation Committee, approved equity compensation awards for certain executive officers. Pursuant to this action, Messrs. Hurlbert and Joyner were each awarded 2,000,000 RSUs, Ms. Valiasek was awarded 1,447,555 RSUs, and Mr. McKinney was awarded 1,003,033 RSUs. The RSUs were granted pursuant to the 2021 Plan and granted subject to the filing of a Form S-8 registering the shares of Common Stock covered by the 2021 Plan, which has since occurred. The RSUs will vest 10% on July 1, 2022, 30% on January 1, 2023, 30% on January 1, 2024, and 30% on January 1, 2025, subject to continued service.
Outstanding Equity Awards at the End of 2021
The following table sets forth information regarding each unvested stock award held by each named executive officer as of December 31, 2021.
​​
Stock Awards
Name
​​
Number of shares or units of stock
that have not vested (#)
​​
Market value of shares or units of
stock that have not vested ($)(1)
Kathleen Valiasek
​​
1,552,445(2)
​​
10,013,270
Mark McKinney
​​
496,967(3)
​​
3,205,437
(1)
Values are based on the closing price of our common stock on the NYSE on December 31, 2021 ($6.45).
Represents (a) 496,967 RSUs awarded under the 2020 Plan, scheduled to vest as to 10% on May 1, 2022, with the remaining RSUs vesting in three annual 30% installments thereafter, subject to continued service; and (b) 1,055,478 RSAs awarded under the 2020 Plan, scheduled to vest as to 10% on March 15, 2022, with the remaining RSAs vesting in three annual 30% installments thereafter, subject to continued service.
(2)
Represents 496,967 RSUs awarded under the 2020 Plan, scheduled to vest as to 10% on May 1, 2022, with the remaining RSUs vesting in three annual 30% installments thereafter, subject to continued service.
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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our common stock as of April 15, 2022,March 29, 2023, by the following persons:

each person known by us to be the beneficial owner of more than 5% of our common stock

each of our executive officers and directors

all executive officers and directors as a group

Beneficial ownership is determined in accordance with SEC rules, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of our common stock is based on 94,053,288104,489,422 shares of common stock outstanding as of April 15, 2022.March 29, 2023. Shares of our common stock that may be acquired by an individual or group within 60 days of April 15, 2022,March 29, 2023, pursuant to the exercise of options or warrants that are currently exercisable or exercisable within 60 days of April 15, 2022,March 29, 2023, are deemed to be outstanding for the purpose of computing the percentage ownership of the individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Amounts in the table exclude RSUs that are not expected to settle within 60 days of March 29, 2023.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting common stock beneficially owned by them.

Unless otherwise indicated, the address for each stockholder listed is 220 W400 W. Main St., Hamilton, MT 59480.

Name and Address of Beneficial Owners
​​
Number of Shares
​​
%
Directors and Executive Officers
​​
 
​​
 
Craig M. Hurlbert(1)
​​
18,050,337
​​
19.2
Travis M. Joyner(2)
​​
16,148,881
​​
17.2
Pamela Brewster
​​
1,576,961
​​
1.7
Edward C. Forst(3)
​​
396,401
​​
*
Mark J. Nelson(4)
​​
54,431
​​
*
Matthew Nordby
​​
7,000
​​
*
Kathleen Valiasek(5)
​​
1,120,921.025
​​
1.2
Mark McKinney(4)
​​
46,455
​​
*
B. David Vosburg Jr.
​​
1,207,428
​​
1.3
Gary Hilberg(6)
​​
323,473
​​
*
Brian C. Cook(4)
​​
124,735
​​
*
Margaret McCandless(4)
​​
—
​​
*
All directors and officers as a group (12 persons)
​​
39,057,023.025
​​
41.5
5% Holders:
​​
 
​​
 
Wheat Wind Farms, LLC(1)
​​
18,050,337
​​
19.2
McLeod Management Co., LLC(2)
​​
16,148,881
​​
17.2
Leo Investors III LP(7)
​​
12,103,333
​​
12.9
Live Oak Ventures, LLC(8)
​​
11,825,173
​​
12.6
FMR LLC(9)
​​
6,000,000
​​
6.4
59840.

Name and Address  Number of Shares   % 

Directors and Executive Officers

    

Craig M. Hurlbert(1)

   15,105,931    14.4 

Travis M. Joyner(2)

   14,504,475    13.9 

Edward C. Forst(3)

   2,959,391    2.8 

Pamela Brewster(4)

   1,603,002    1.5 

Mark J. Nelson(5)

   99,575    * 

Matthew Nordby(6)

   525,317    * 

Brian C. Cook

   124,735    * 

Kathleen Valiasek(7)

   1,751,165.025    1.7 

B. David Vosburg Jr.

   1,284,928    1.2 

Margaret McCandless

   118,056    * 

All directors and executive officers as a group (10 persons)

   38,076,575.025    36.3 

5% Holders:

    

Wheat Wind Farms, LLC(1)

   14,593,824    14.0 

McLeod Management Co., LLC(2)

   14,022,501    13.4 

Charles R. Schwab(8)

   14,825,173    14.2 

FMR LLC(9)

   7,335,659    7.0 

*

Less than 1%

(1)

Consists of 17,938,23014,593,824 shares held by Wheat Wind Farms, LLC, which is controlled by Mr. Hurlbert, as well as 112,107Hurlbert; 312,107 shares held by Mr. Hurlbert individually. Excludesindividually; and 200,000 RSUs that are not expected to settle within 60 days of April 15, 2022.March 29, 2023.

(2)

Consists of 16,106,90714,022,501 shares held by McLeod Management Co., LLC, which is controlled by Mr. Joyner, as well as 41,974Joyner; 40,000 shares held by Mr. Joyner’s spouse, 241,974 shares held by Mr. Joyner individually. Excludesindividually; and 200,000 RSUs that are not expected to settle within 60 days of April 15, 2022.March 29, 2023.

(3)

Consists of 374,489474,489 shares and 21,912 public warrants held by Wellfor LLC, which is an affiliate of Edward C. Forst.Mr. Forst; 726,844 shares held by Forst GFC, LLC, which is an affiliate of Mr. Forst; 704,153 shares held by Mr. Forst individually; 510,952 shares acquirable in respect of warrants held by Forst GFC, LLC; and 516,912 shares acquirable in respect of warrants held by Mr. Forst individually.

(4)
Excludes RSUs that are not expected to settle within 60 days of April 15, 2022.
(5)

Consists of 1,071,224.0251,576,961 shares and 49,69726,041 RSUs expected to settle within 60 days of April 15, 2022. Excludes RSUs that are not expected to settle within 60 days of April 15, 2022.March 29, 2023.

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(6)
(5)

Consists of 308,56473,534 shares and 14,90926,041 RSUs expected to settle within 60 days of April 15, 2022. ExcludesMarch 29, 2023.

(6)

Consists of 332,609 shares, 26,041 RSUs that are not expected to settle within 60 days of April 15, 2022.March 29, 2023, and 166,667 shares acquirable in respect of warrants.

(7)

Consists of 1,290,654.025 shares and 460,511 RSUs expected to settle within 60 days of March 29, 2023.

(8)

As reported on aan Amendment No. 3 to Form 13G filed with the SEC on February 11, 2022,9, 2023, amount represents 6,770,000includes: (a) 11,157,694 shares held by Live Oak Ventures, LLC, of common stockwhich Mr. Schwab is the manager and 5,333,333 shares of common stock acquirable in respect of warrants. Leo Investors III LP is controlled by its general partner, Leo Investors GP III Ltd,over which is governed by a three-member board of directors. Each directorMr. Schwab has one vote, and the approval of a majority of the directors is required to approve an action of Leo Investors III LP. Under the so-called “rule of three,” ifsole voting and dispositive decisions regarding an entity’s securities are madepower, (b) 139,861 shares held by two or more individuals,Olive Street Ventures, LLC, of which Mr. Schwab and ahis spouse Helen O. Schwab, as trustees of the trust, may be deemed to share voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. No individual director of the general partner of Leo Investors III LP exercises voting or dispositive control over any of the securitiespower, (c) 2,891,792 shares held by Leo Investors III LP, even those inthe trust, of which such director directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or shareMr. Schwab and his spouse Helen O. Schwab act as co-trustees, and (d) 635,826 shares held by the trust, for which Mr. Schwab is acting as sole trustee. Mr. Schwab disclaims beneficial ownership over the 139,861 shares held by Olive Street, except to the extent of such shares.his pecuniary interest therein. The address for Leo Investors III LPCharles R. Schwab and related trusts and entities is 21, Grosvenor Place, London, England, SW1X 7HF.P.O. Box 2226, Palm Beach, FL 33480.

(8)
(9)

As reported by FMR LLC on an Amendment No. 1 to Form 13G filed with the SEC on January 4, 2022,February 9, 2023, amount consists of 8,757,694 shares held by Live Oak Ventures, LLC, 2,440,653 shares held by Charles R. Schwab & Helen O. Schwab TTEE The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985 and 626,826 shares held by Charles R. Schwab TTEE The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985, each of which is controlled by Charles R. Schwab.

(9)
As reportedreflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, on Form 13G filedcertain of its subsidiaries and affiliates, and other companies. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the SEC on February 9, 2022.majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR LLC reported that it hadhaving sole voting power over 601,9817,335,543 of the shares and sole dispositive power over all of the shares. Abigail P. Johnson reported having sole dispositive power over all of the shares. The address for FMR, LLC is 245 Summer Street, Boston, MA 02210.

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Proposal 1 - Approval of Amendment to Certificate of Incorporation to Effect a Reverse Stock Split

Our Board proposes that stockholders authorize, but not require, the Board to select and file one of several possible amendments to our certificate of incorporation to effect a reverse stock split of all issued and outstanding shares of our common stock at a ratio within a range of 1-for-2 to 1-for-25, as determined by the Board in its sole discretion at any time prior to June 30, 2024 (the “Reverse Stock Split Proposal”). Our Board believes the authorization is advisable and in the best interests of Local Bounti and its stockholders. For this authorization to be effective, stockholders must approve this proposal.

A copy of the proposed form of amendment to our certificate of incorporation is included as Annex A to this proxy statement. If stockholders approve the proposed amendment and the Board determines to proceed with the reverse stock split, it will become effective upon filing of the amendment with the Delaware Secretary of State.

By approving this proposal, stockholders will approve an amendment to the certificate of incorporation pursuant to which up to 25 shares of common stock would be combined into 1 share of our common stock, and will authorize the Board, if it subsequently determines to proceed with the reverse stock split at any time prior to June 30, 2024, to file the amendment with the Delaware Secretary of State, as determined by the Board in its sole discretion in the manner described in this proposal. The Board believes that stockholder approval of the amendment and granting the Board discretion to subsequently determine whether to proceed with the reverse stock split and at what ratio, rather than approval of a specified reverse stock split ratio, provides the Board with maximum flexibility to react to then-current market conditions and, therefore, is advisable and in the best interests of Local Bounti and its stockholders. The Board may elect to abandon the amendment and not to effect any reverse stock split. The Board’s decision as to whether and when to effect the reverse stock split will be based on a number of factors, including market conditions, the historical, existing and expected trading price of our common stock, the anticipated impact of the reverse stock split on the trading price of our common stock, and the continued listing requirements of the NYSE. Although the stockholders may approve the reverse stock split, we will not effect the reverse stock split if the Board does not deem it to be in the best interests of Local Bounti and its stockholders.

Because the reverse stock split, if effected, will decrease the number of outstanding shares of our common stock by a ratio within a range of 1-for-2 to 1-for-25, as determined by the Board, the amendment would result in a relative increase in the number of authorized and unissued shares of our common stock.

Purpose and Background of the Reverse Stock Split

On April 3, 2023, the Board approved the proposed form of amendment to the certificate of incorporation to effect the reverse stock split, if any, for the following reasons:

The Board believes that effecting the reverse stock split could be an effective means of continuing compliance with the minimum $1.00 bid price requirement for continued listing of our common stock on the NYSE. The closing price of a share of our common stock on March 31, 2023, was $0.80.

The Board believes that continued listing on the NYSE provides overall credibility to an investment in our common stock, given the stringent listing and disclosure requirements of the NYSE. Notably, some trading firms discourage investors from investing in lower priced stocks that are traded in the over-the-counter market because they are not held to the same stringent standards. Increasing visibility of our common stock among a larger pool of potential investors could result in higher trading volumes. These increases in visibility and liquidity could also help facilitate future financings.

If our common stock is delisted from the NYSE, our ability to issue shares under our current registration statement could be limited thereby preventing us from accessing the public equity markets.

The Board believes that a higher stock price, which may be achieved through a reverse stock split, could help generate investor interest in Local Bounti and help attract, retain, and motivate employees.

The Board believes that some potential employees are less likely to work for Local Bounti if we have a low stock price or are no longer listed on the NYSE, regardless of the size of our overall market capitalization.

Risks Associated with the Reverse Stock Split

There are risks associated with the reverse stock split, if effected, including that the reverse stock split may not result in a sustained increase in the per share price of our common stock. These risks include the following:

The market price per share of our common stock after the reverse stock split may not rise in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split.

The reverse stock split may not result in a per share price that increases the level of investment in our common stock by institutional investors or increase analyst and broker interest in Local Bounti.

The reverse stock split may not result in a per share price that increases our ability to attract and retain employees and other service providers.

The reverse stock split may reduce the liquidity of our common stock.

The market price per share may not remain in excess of the $1.00 minimum bid price as required by the NYSE and we may not otherwise be able to meet the requirements of the NYSE for continued inclusion for trading on the NYSE.

Stockholders should note that the effect of the reverse stock split, if any, upon the market price of our common stock cannot be accurately predicted. In particular, we cannot assure you that the price for shares of our common stock after the reverse stock split, if effected, will be 2 - Ratificationto 25 times, as applicable, the price for shares of Appointmentour common stock immediately prior to the reverse stock split. Furthermore, even if the market price of
our common stock does rise following the reverse stock split, we cannot assure you that the market price of our common stock immediately after the proposed reverse stock split will be maintained for any period of time. Even if an increased per-share price can be maintained, the reverse stock split may not achieve the desired results that have been outlined above. Moreover, because some investors may view the reverse stock split negatively, we cannot assure you that the reverse stock split will not adversely impact the market price of our common stock.

The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the reverse stock split or the number of shares outstanding. If the reverse stock split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a reverse stock split. The total market capitalization of our common stock after implementation of the reverse stock split when and if implemented may also be lower than the total market capitalization before the reverse stock split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

While we aim that the reverse stock split, if effected, will be sufficient to maintain our listing on the NYSE, it is possible that, even if the reverse stock split results in a bid price for our common stock that exceeds $1.00 per share, we may not be able to continue to satisfy the NYSE’s additional criteria for continued listing of our common stock.

We believe that the reverse stock split may result in greater liquidity for our stockholders. However, it is also possible that our liquidity could be adversely affected by the reduced number of shares outstanding after the reverse stock split, particularly if the price of our common stock does not increase as a result of the reverse stock split.

Principal Effects of the Reverse Stock Split

If stockholders approve this proposal and the Board determines to implement the reverse stock split, we will file an amendment to our certificate of incorporation in the form set forth in Annex A to this proxy statement. We

Independent Registered Public

would also obtain a new CUSIP number for our common stock at the effective time of the reverse stock split, which number is used to identify our securities.

By approving this amendment, stockholders will approve the combination of up to 25 shares of common stock into one share of common stock.

The reverse stock split, if any, will be effected simultaneously for all issued and outstanding shares of common stock (including any shares held in treasury) and the reverse stock split ratio will be the same for all issued and outstanding shares of common stock (including any shares held in treasury). The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in Local Bounti, except to the extent that the reverse stock split results in the payment of cash to any stockholder in lieu of issuing a fractional share. After the reverse stock split, the shares of our common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our common stock now authorized. Common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect Local Bounti continuing to be subject to the periodic reporting requirements of the Exchange Act.

Following the effectiveness of any reverse stock split approved by the stockholders and implementation by the Board, current stockholders will hold fewer shares of common stock, with the number of shares dependent on the specific ratio of the reverse stock split. For example, if the Board determines to proceed with a 1-for-10 reverse stock split, a stockholder owning a “round-lot” of 100 shares of common stock prior to the reverse stock split would hold 10 shares of common stock following the reverse stock split. The higher the reverse ratio (1-for-10 being higher than 1-for-5, for example), the greater the reduction of related shares each existing stockholder will experience after the reverse stock split. Moreover, as a result of the reverse stock split, some stockholders may own less than 100 shares of our common stock. A purchase or sale of less than 100 shares, known as an “odd lot” transaction, may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own less than 100 shares following the reverse stock split may be required to pay higher transaction costs if they sell their shares of our common stock.

In deciding whether to implement the reverse stock split and the specific reverse stock split ratio to be used, the Board will consider primarily the satisfaction of the NYSE continued listing requirements. It may also consider, among other things: (1) the market price of the common stock at the time of the reverse stock split; (2) the number of shares that will be outstanding after the reverse stock split; (3) the expected number of stockholders following the reverse stock split; (4) our stockholders’ equity at that time; (5) the shares of common stock available for issuance in the future; (6) the liquidity of our common stock in the market and the improved liquidity that may result; (7) prevailing general market and economic conditions; and (8) other circumstances and factors the Board determines are advisable in its sole discretion. The Board maintains the right to abandon all of the proposed amendments to our certificate of incorporation if it determines, in its sole discretion, that we will be able to satisfy the listing requirements of the NYSE without implementing the reverse stock split or if the proposed amendments to our Certificate of incorporation are otherwise no longer in the best interests of Local Bounti and its stockholders.

If this proposal is not approved, we may be unable to maintain the listing of our common stock on the NYSE, which could adversely affect the liquidity and marketability of our common stock.

Principal Effects and Purpose of Decrease in Number of Outstanding Shares of our Common Stock (Relative Increase in Number of Authorized Shares of our Common Stock)

Because the reverse stock split, if effected, will decrease the number of outstanding shares of our common stock by a ratio within a range of 1-for-2 to 1-for-25, as determined by the Board in its sole discretion no later than June 30, 2024, each of the proposed amendments would result in a relative increase in the number of authorized and unissued shares of our common stock. The relative increase in the amount of authorized and unissued shares of our common stock will provide us with the ability to issue additional shares of common stock

in connection with future financings, public or private exchange offers, employee and director benefit programs, and other desirable corporate activities, without requiring our stockholders to approve an increase in the authorized number of shares of common stock each time such an action is contemplated. If any of the proposed amendments to our certificate of incorporation are approved and a certificate of amendment is filed with the Delaware Secretary of State, all or any of the authorized and unissued shares of common stock may be issued in the future for any corporate purposes and any consideration as the Board deems advisable from time to time, without further action by our stockholders and without first offering those shares to our stockholders. When and if additional shares of common stock are issued, these new shares would have the same voting and other rights and privileges as our currently issued and outstanding shares of common stock, including the right to cast one vote per share. Except pursuant to outstanding warrants and the 2021 Plan, we presently have no plan, commitment, arrangement, understanding, or agreement regarding the issuance of common stock. However, we regularly consider our capital requirements and growth opportunities and may conduct equity offerings in the future.

Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued common stock, the future issuance of additional shares of common stock may reduce our current stockholders’ percentage ownership interest in the total outstanding shares of common stock. In the absence of a proportionate increase in our future earnings and book value, a future increase in the number of our outstanding shares of common stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of the common stock. If these factors were reflected in the price per share of our common stock, the potential realizable value of a stockholder’s investment could be adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a stockholder’s investment.

Effects of the Reverse Stock Split on our Common Stock

If the reverse stock split is effected, after the effective time of the amendment to our certificate of incorporation, each stockholder will own fewer shares of our common stock as a result of the reverse stock split, regardless of the reverse stock split ratio chosen by the Board. Because the reverse stock split will decrease the number of outstanding shares of our common stock, each of the proposed amendments will result in a relative increase in the number of authorized and unissued shares of our common stock. All outstanding equity awards relating to our common stock, including any held by our officers and directors, would be adjusted as a result of the reverse stock split. In particular, the number of shares issuable upon the exercise or settlement of each award would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each award and based on the ratio of the reverse stock split. The chart below outlines the capital structure as described in this proposal and prior to and immediately following a possible reverse stock split at each of the proposed reverse stock split ratios. The number of shares disclosed in the column “Number of Shares of Common Stock Before Reverse Stock Split” reflects the number of shares as of March 29, 2023. The number of shares disclosed in the columns “Estimated Number of Shares of Common Stock After Reverse Stock Split” gives effect to the reverse stock split at each of the proposed ratios as of March 29, 2023, but does not give effect to any other changes, including any issuance of securities after that date.

   Number of
Shares
of Common
Stock
Before
Reverse
Stock Split		  Estimated Number of Shares of Common Stock After Reverse Stock Split(3)
Ratio of Reverse Stock Split		 
 

 

1:2

  1:10  1:15  1:20  1:25 

Authorized

  400,000,000   400,000,000   400,000,000   400,000,000   400,000,000   400,000,000 

Issued and Outstanding

  104,489,422   52,244,711   10,448,942   6,965,961   5,224,471   4,179,576 

Maximum Issuable under Outstanding RSUs

  12,068,118   6,034,059   1,206,811   804,541   603,405   482,724 

Maximum Issuable under Outstanding Warrants

  80,433,296   40,216,648   8,043,329   5,362,219   4,021,664   3,217,331 

Reserved for Issuance(1)

  11,266,100   5,633,050   1,126,610   751,073   563,305   450,644 

Authorized but Unissued(2)

  191,743,064   295,871,532   379,174,308   386,116,206   389,587,155   391,669,725 

1.

Represents shares reserved for future issuance under the 2021 Plan, excluding shares issuable under outstanding RSUs.

2.

Represents common stock available for future issuance beyond shares outstanding as of March 29, 2023, shares issuable under outstanding RSUs and warrants, and shares reserved for future issuance under the 2021 Plan.

3.

The shares presented are an estimate as we do not know the number of fractional shares that will be required to be paid out in cash following the reverse stock split.

Procedure for Effecting Reverse Stock Split

If the proposed amendments to our certificate of incorporation are approved by stockholders and, if at that time or at any time through May 31, 2024, the Board still believes that a reverse stock split is in the best interests of Local Bounti and its stockholders, the Board will determine the ratio, within the range approved by

stockholders, of the reverse stock split to be implemented. The reverse stock split will become effective at the time of filing of the certificate of amendment with the Delaware Secretary of State (the “Effective Time”). At the Effective Time, shares of common stock issued and outstanding immediately prior to the Effective Time will be combined, automatically and without any action on the part of the stockholders, into new shares of common stock in accordance with the reverse stock split ratio contained in the certificate of amendment.

As soon as practicable after the Effective Time, stockholders of record will be notified by our transfer agent that the reverse stock split has been effected. If you hold shares of common stock in book-entry form, you will not need to take any action to receive post-reverse stock split shares of our common stock. As soon as practicable after the Effective Time, our transfer agent will send to your registered address a transmittal letter along with a statement of ownership indicating the number of post-reverse stock split shares of common stock you hold. If applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to your registered address as soon as practicable after the Effective Time (see “Fractional Shares” below).

Upon the implementation of the reverse stock split, we intend to treat shares held by stockholders in “street name” (i.e., through a bank, broker, custodian or other nominee) in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians, or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of our common stock with a bank, broker, custodian, or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian, or other nominee.

Fractional Shares

No scrip or fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, each stockholder will be entitled to receive a cash payment from our transfer agent. Our transfer agent will aggregate all fractional shares following the reverse stock split and sell them into the market in an orderly manner and time so as not to significantly depress the market price for our common stock. The total amount of cash that will be paid to holders of fractional shares following the reverse stock split will be an amount equal to the net proceeds (after customary brokerage commissions and other expenses) attributable to such sales. Holders of fractional shares as a result of the reverse stock split will be paid such proceeds on a pro rata basis, depending on the fractional amount of shares that they owed. Stockholders would not be entitled to receive interest for their fractional shares.

In the event the reverse stock split is effected, then-current stockholders would have no further interest in Local Bounti with respect to their fractional shares. A person entitled to a fractional share would not have any voting, dividend, or other rights in respect of their fractional share except to receive the cash payment as described above. The cash payments would reduce the number of post-reverse stock split stockholders to the extent that there are stockholders holding fewer than that number of pre-reverse stock split shares within the reverse stock split ratio that is determined by us as described above. Reducing the number of post-reverse stock split stockholders, however, is not the purpose of this proposal.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds for fractional shares would be deposited, sums due to stockholders in payment for fractional shares that are not timely claimed after the Effective Time may be required to be paid to the designated agent for the appropriate jurisdiction. Thereafter, stockholders otherwise entitled to receive those funds may have to seek to obtain them directly from the state to which they were paid.

Effect on Outstanding Restricted Stock Units

Under our equity incentive plans, we have issued RSUs that are settled, if at all, in shares of our common stock. As of March 29, 2023, we had outstanding RSUs representing a maximum of 12,068,118 shares of our

common stock. In the event of a reverse stock split, our Board generally has the discretion to determine the appropriate adjustment to awards granted under our equity incentive plans. Accordingly, if the reverse stock split is approved by our stockholders and our Board decides to implement the reverse stock split, as of the Effective Time, the number of outstanding RSUs and the number of shares issuable upon the settlement of the RSUs will be proportionately adjusted based on the reverse stock split ratio selected by our Board, subject to the terms of the RSUs. Our Board has also authorized Local Bounti to effect any other changes necessary, desirable, or appropriate to give effect to the reverse stock split, if any, including any applicable technical, conforming changes.

Exchange Act Matters

Our common stock is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split, if implemented, will not affect the registration of our common stock under the Exchange Act or our reporting or other requirements thereunder. The CUSIP number for our common stock will also change in connection with the reverse stock split and will be reflected in electronic entry systems.

Accounting Firm

Matters

The Audit Committee has recommended,reverse stock split, if effected, will not affect the common stock capital account on our balance sheet. However, because the par value of our common stock will remain unchanged at the Effective Time of the split, the components that make up the common stock capital account will change by offsetting amounts. Depending on the size of the reverse stock split the Board decides to implement, the stated capital component will be reduced to an amount between 1-to-2 and 1-to-25 of its present amount, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our common stock will be increased because there will be fewer shares of common stock outstanding. Prior period per share amounts will be restated to reflect the reverse stock split.

No Appraisal Rights

Under the Delaware General Corporation Law, stockholders will not be entitled to appraisal rights with respect to the reverse stock split, and we do not intend to independently provide stockholders with any appraisal rights.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the reverse stock split, the Board does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Interests of Certain Persons in the Proposal

Our officers and directors have an interest in this proposal as a result of their ownership of shares of our common stock. However, we do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any of our other stockholders.

Anti-takeover Effects of Proposed Amendment

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the proposed amendment to our certificate of incorporation discussed in this proposal, that may be used as an anti-takeover mechanism. Because the proposed amendment to our certificate of incorporation will result in a relative increase in the number of authorized but unissued shares of our common stock vis-à-vis the number of

outstanding shares of our common stock after the reverse stock split, the reverse stock split could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of our Board. A relative increase in the number of our authorized shares could enable the Board to render more difficult or discourage an attempt by a party attempting to obtain control of Local Bounti by tender offer or other means. The issuance of common stock in a public or private sale, merger, or similar transaction would increase the number of outstanding shares entitled to vote, increase the number of votes required to approve a change of control of Local Bounti, and dilute the interest of a party attempting to obtain control of Local Bounti. Any such issuance could deprive stockholders of benefits that could result from an attempt to obtain control of Local Bounti, such as the realization of a premium over the market price that the attempt could cause. Moreover, the issuance of common stock to persons friendly to the Board could make it more difficult to remove incumbent officers and directors from office even if the change were favorable to stockholders generally.

As stated above, in the event of a reverse stock split, we have no present intent to use the relative increase in the number of authorized but unissued shares of our common stock for anti-takeover purposes, and the proposed amendments are not part of a plan by the Board to adopt a series of anti-takeover provisions; however, if the proposed amendments are approved by the stockholders, then a greater number of shares of our common stock would be available for this purpose than is currently available. We are not aware of any pending or threatened efforts to obtain control of Local Bounti, and the Board has approved,no present intent to authorize the appointmentissuance of WithumSmith+Brown, PCadditional shares of common stock to discourage these efforts if they were to arise.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion summarizes certain U.S. federal income tax consequences of the reverse stock split, if effected, to holders of our common stock but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, and judicial authority and administrative interpretations, all as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure holders that the Internal Revenue Service (“IRS”) will not challenge one or more of the tax consequences described in this proxy statement, and we have not obtained, nor do we intend to obtain a ruling from the IRS or an opinion of counsel with respect to the U.S. federal income tax consequences of the reverse stock split of our independent registered public accounting firmcommon stock.

This discussion is limited to holders who, if the reverse stock split is effected, hold pre-reverse stock split shares of our common stock and will hold post-reverse stock split shares of common stock as “capital assets” (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a holder’s particular circumstances, including the impact of the Medicare tax on net investment income. In addition, this discussion does not address consequences relevant to certain categories of investors that may be subject to special rules, including, but not limited to the following:

banks, insurance companies or other financial institutions

tax-exempt or governmental organizations

pension or other employee benefit plans

brokers, dealers or traders in securities

corporations that accumulate earnings to avoid U.S. federal income tax

persons subject to the alternative minimum tax

U.S. persons whose functional currency is not the U.S. dollar

former U.S. citizens or long-term residents of the United States

real estate investment trusts (REITs) or regulated investment companies (RICs)

S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein)

persons that hold pre-reverse stock split shares of our common stock or will hold post-reverse stock split shares of our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds pre-reverse stock split shares of our common stock or will hold post-reverse stock split shares of our common stock, the U.S. federal income tax treatment of a partner of the partnership generally will depend upon the status of the partner and the activities of the partnership and upon certain determinations made at the partner level. Partners in partnerships holding our common stock are urged to consult their own tax advisors about the U.S. federal income tax consequences of the reverse stock split.

Each holder of our common stock is urged to consult its own tax advisors regarding the U.S. federal, state, local, and foreign income and other tax consequences of the reverse stock split.

U.S. Holders

For purposes of this discussion, “U.S. Holder” means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as one of the following:

an individual citizen or resident of the United States

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia

an estate whose income is subject to U.S. federal income taxation regardless of its source

a trust (i) the administration of which is subject to the primary supervision of a U.S. court and that has one or more United States persons that have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person

The reverse stock split, if effected, should be treated as a “recapitalization” for U.S. federal income tax purposes. Therefore, except as described below with respect to cash received in lieu of a fractional share, generally no gain or loss should be recognized by a U.S. Holder upon the receipt of a reduced number of shares of our common stock as a result of the reverse stock split, if effected. The U.S. Holder’s aggregate tax basis in the post-reverse stock split shares of common stock should equal the aggregate tax basis of the shares of common stock surrendered (excluding the portion of the tax basis that is allocable to any fractional share) and such U.S. Holder’s holding period in the post-reverse stock split shares of common stock should include the holding period for the year ending December 31, 2022. WithumSmith+Brown, PC has served as our independent registered public accounting firm since 2021. We are soliciting stockholder ratificationshares of common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the appointmentshares surrendered to the shares received pursuant to the reverse stock split, if effected. A U.S. Holder that holds shares of WithumSmith+Brown, PC, although stockholder ratificationcommon stock with differing bases or holding periods should consult its tax advisor with regard to identifying the bases or holding periods of the particular shares of common stock received in the reverse stock split, if effected.

A U.S. Holder that receives cash in lieu of a fractional share of common stock will generally be treated as if the U.S. Holder received the fractional share in the reverse stock split and then received the cash in redemption of the fractional share. The deemed redemption generally will result in capital gain or loss equal to the difference between the amount of cash received and the portion of the U.S. Holder’s tax basis in its common stock that is allocable to the fractional share. Such capital gain or loss should be long-term capital gain or loss if the U.S. Holder’s holding period in its common stock surrendered exceeded one year at the effective time of the reverse stock split. The deductibility of capital losses is subject to limitations. In certain circumstances, it is possible that the cash received in lieu of a fractional share could be characterized as a dividend rather than as capital gain.

U.S. Information Reporting and Backup Withholding Tax.

Information returns generally will be required to be filed with the IRS with respect to the receipt of cash in lieu of a fractional share of our common stock pursuant to the reverse stock split, if effected, unless the U.S. Holder is an exempt recipient and, if requested, certifies as to such status. U.S. Holders may be subject to backup withholding at the applicable rate on the payment of cash if they fail to provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability, provided the required by law. Ifinformation is properly furnished to the appointmentIRS on a timely basis. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Holders

For purposes of WithumSmith+Brown, PCthis discussion, a “Non-U.S. Holder” means a beneficial owner of shares of our common stock that is an individual, corporation, estate or trust that is not ratifieda U.S. Holder.

Subject to the discussion in the next paragraph, a Non-U.S. Holder that receives solely a reduced number of shares of our common stock as a result of the reverse stock split, if effected, generally should not recognize any gain or loss. A Non-U.S. Holder that receives cash in lieu of a fractional share pursuant to the reverse stock split, if effected, should not be subject to U.S. federal income tax on any gain recognized on the deemed redemption of such fractional share unless one of the following conditions is met:

the gain is effectively connected with the conduct of a trade or business in the United States (provided, in the case of certain Non-U.S. Holders entitled to the benefits of an income tax treaty with the United States)

with respect to a Non-U.S. Holder who is an individual, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year the reverse stock split occurs and certain other conditions are met

our common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

Generally, a U.S. corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are a USRPHC and that our common stock should be treated as regularly traded on an established securities market (within the meaning of applicable Treasury regulations). Assuming our common stock is treated as regularly traded on an established securities market, only a Non-U.S. Holder that actually or constructively owns, or owned at any time during the Annual Meeting,shorter of the Audit Committee will consider whether to appoint a different independent registered public accounting firm.

A representativefive-year period ending on the date of WithumSmith+Brown, PC is expected to be present at the Annual Meeting. This representative will have an opportunity to make a statement andreverse stock split or the non-U.S. holder’s holding period for the common stock, more than 5% of our common stock (a “5% shareholder”) will be available to respond to appropriate questions.
Principal Accountant Fees and Services
Priortaxable, with respect to the Closing, RSM US LLP, an independent registered public accounting firm, served as Legacy Local Bounti’s auditor and WithumSmith+Brown, PC, an independent registered public accounting firm, served as Leo’s auditors. Followingthird bullet point above, on gain recognized on the Closing, WithumSmith+Brown, PC continued as our independent registered public accounting firm.
The aggregate fees billed to Local Bounti by RSM US LLP and WithumSmith+Brown, PC for professional services provided since inception include the following:
Fees billed by RSM US LLP to Legacy Local Bounti
​​
Year ended
December 31, 2021
(in thousands)
Audit Fees(1)
​​
$612
Audit-Related Fees(2)
​​
543
Tax Fees(3)
​​
—
All Other Fees(4)
​​
—
Total
​​
$1,155
Fees billed by WithumSmith+Brown, PC to Leo and Local Bounti
​​
Year ended
December 31, 2021
(in thousands)
Audit Fees(1)
​​
$114
Audit-Related Fees(2)
​​
43
Tax Fees(3)
​​
—
All Other Fees(4)
​​
—
Total
​​
$157
(1)
Audit fees consist of fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and review of our interim consolidated financial statements or servicesreceipt of cash in lieu of a fractional share. In addition, a Non-U.S. Holder that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
(2)
Audit-related fees consist of fees billed for professional services rendered to provide consent for incorporation by reference of audit reports in certain registration statements and other forms filed with the SEC.
(3)
Tax fees consist of fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. We did not incur any tax fees.
(4)
All other fees consist of fees billed for all other services. We did not incur any other fees.
Pre-Approval Policy
Under the Audit Committee’s charter, the Audit Committee is a 5% shareholder will be required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountantssatisfy certain IRS filing requirements in order to ensureavoid recognizing taxable gain, if any, on the receipt of a reduced number of shares of our common stock pursuant to the reverse stock split, if effected, notwithstanding the treatment of the reverse stock split as a recapitalization.

Non-U.S. Holders that may be treated as 5% shareholders are strongly encouraged to consult their tax advisors regarding the provisiontax consequences to them of such servicesthe reverse stock split, if effected, how to satisfy the applicable IRS filing requirements and the consequences to them of failing to satisfy those filing requirements.

U.S. Information Reporting and Backup Withholding Tax.

In general, information reporting and backup withholding will not apply to the payment of cash in lieu of a fractional share of our common stock to a Non-U.S. Holder pursuant to the reverse stock split, if effected, if the Non-U.S. Holder certifies under penalties of perjury that it is a Non-U.S. Holder (generally on IRS Form W-8BEN or IRS Form W-8BEN-E) and the applicable withholding agent does not impairhave actual knowledge or reason to know to the public accountants’ independence. All fees identified abovecontrary. Backup withholding is not an additional tax. Any amounts withheld under the captions “Audit Fees”backup withholding rules may be refunded or allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that certain required information is timely furnished to the IRS.

Required Vote

Approval of an amendment to our certificate of incorporation to effect a reverse stock split requires an affirmative vote of a majority of the voting power of the outstanding shares of our common stock entitled to vote at the meeting. If you “ABSTAIN” from voting on Proposal 1, the abstention will have the effect of a vote “AGAINST” Proposal 1.

The Board recommends a vote “FOR” Proposal 1.

Proposal 2 – Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal

Background of and “Audit-Related Fees”Rationale for the Adjournment Proposal

The Board believes that, were billed by WithumSmith+Brown, PC were approvedif the number of affirmative votes received from the holders of outstanding shares of our common stock entitled to vote on the reverse stock split is insufficient to approve the Reverse Stock Split Proposal, it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional affirmative votes to approve the Reverse Stock Split Proposal.

In the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies (the “Adjournment Proposal”), we are asking stockholders to authorize the holder of any proxy solicited by the Audit CommitteeBoard to vote in accordance with SEC requirements.

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Vote Required
Ratificationfavor of adjourning the Special Meeting or any adjournment thereof. If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the appointmentSpecial Meeting, to use the additional time to solicit additional proxies in favor of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022,Reverse Stock Split Proposal.

Required Vote

Approval of the Adjournment Proposal requires an affirmative vote of a majority of the votes cast affirmativelyby the holders of our common stock present (via live webcast) or negatively.represented by proxy at the Special Meeting and entitled to vote on the proposal. If you ABSTAIN“ABSTAIN” from voting on Proposal 2, the abstention will have no effect on the outcome of the vote to ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022.

on Proposal 2.

The Board recommends a vote for“FOR” Proposal 2.

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Report of the Audit Committee
The material in this Report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in the filing.
The Audit Committee has reviewed Local Bounti’s audited consolidated financial statements for the year ended December 31, 2021, and discussed these financial statements with Local Bounti’s management and with WithumSmith+Brown, PC, Local Bounti’s independent registered public accounting firm.
Local Bounti’s management is responsible for the preparation of Local Bounti’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control for that purpose. Local Bounti’s independent registered public accounting firm is responsible for conducting an independent audit of Local Bounti’s annual financial statements in accordance with generally accepted accounting principles and issuing a report on the results of their audit. The Audit Committee is responsible for providing independent, objective oversight of these processes.
The Audit Committee has also discussed with WithumSmith+Brown, PC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301 (previously Auditing Standard No. 16) (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The Audit Committee has received and reviewed the written disclosures and the letter from WithumSmith+Brown, PC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with WithumSmith+Brown, PC its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that Local Bounti’s audited consolidated financial statements be included in Local Bounti’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.
By the Audit Committee
Edward C. Forst (Chair)
Pamela Brewster
Mark J. Nelson
Where You Can Find More Information

We file electronically with the SEC annual, quarterly, and current reports, proxy statements, and other information. We make available on our website at localbounti.com, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is sec.gov. The information in or accessible through the websites referred to above are not incorporated into, and are not considered part of, this proxy statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.

You should rely on the information contained in this proxy statement to vote your shares at the AnnualSpecial Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated May 6, 2022.April 13, 2023. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders at any time after that date does not create an implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.

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Other Matters

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Form 10-K
We will make available, on or about May 6, 2022, the proxy materials, including our Annual Report on Form 10-K for the year ended December 31, 2021, at proxyvote.com. We will also make available, solely for your reference and by courtesy, our Annual Report on Form 10-K for the year ended December 31, 2021, under the investors section of our website at localbounti.com.
We will also provide, free of charge, to each person to any stockholder of record or beneficial owner of our common stock asAs of the record date upon their written or oral request, a copy of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC. Requests for copies should be addressed to our Corporate Secretary at the address below:
Local Bounti Corporation
220 W. Main St.
Hamilton, MT 59840
Attention: Corporate Secretary
Telephone: 800-640-4016
Please include your contact information with the request. The exhibits set forth on the exhibit index of the Form 10-K may be made available at a reasonable charge.
Other Matters
Wethis proxy statement, we have no knowledge of any other matters that may come before the Annual Meeting and do not intend to present any other matters.Special Meeting. However, if any other matters shallshould properly come before the meetingSpecial Meeting or any adjournment, our representatives will have the discretion to vote as they see fit unless directed otherwise.

If

Annex A

Form of

Certificate of Amendment to

Certificate of Incorporation

of

Local Bounti Corporation

Local Bounti Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1.

Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Certificate of Incorporation of the Corporation, as amended (the “Charter”).

2.

This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.

3.

Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:

ARTICLE V of the Charter is hereby amended by adding the following new paragraph at the end of such article:

“Section 4. Reverse Stock Split. Effective at [    ] p.m., mountain time, on [    ], 2023 (the “2023 Split Effective Time”), every ([    ]) share of Common Stock issued and outstanding or held by the Corporation as treasury shares as of the 2023 Split Effective Time shall automatically, and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock without effecting a change to the par value per share of common stock, subject to the treatment of fractional interests as described below (the “2023 Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of our Common Stock on New York Stock Exchange (“NYSE”) on the date on which the 2023 Split Effective Time occurs. The 2023 Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation and all references to such Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Common Stock shall be deemed to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be, after giving effect to the 2023 Reverse Split.”

4.

This Certificate of Amendment shall become effective at [    ] p.m. mountain time, on [    ], 2023.

*****

IN WITNESS WHEREOF, the undersigned has duly executed, signed and acknowledged this Certificate of Amendment as of the date first written above.

Local Bounti Corporation

By:

Name:

Title:

LOGO

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you do not planaccess the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/LOCL2023SM You may attend the Annualmeeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. LOCAL BOUNTI CORPORATION 400 W. MAIN STREET HAMILTON, MT 59840 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V08379-S64756 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY LOCAL BOUNTI CORPORATION The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 1. To approve an amendment to Local Bounti Corporation’s (the “Company”) Certificate of Incorporation, to, at the discretion of the Company’s Board of Directors, effect a reverse stock split of the shares of the Company’s common stock, at any time prior to June 30, 2024, at a ratio within a range of 1-for-2 to 1-for-25, with the exact ratio and effective time of the reverse stock split to be determined at the discretion of the Company’s Board of Directors without further approval or authorization of our stockholders. 2. To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in order thatfavor of Proposal No. 1. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your shares may be represented and in order to assure the required quorum,name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign date,in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and return yourProxy Statement is available at www.proxyvote.com.V08380-S64756 LOCAL BOUNTI CORPORATION Special Meeting of Stockholders April 26, 2023 9:00 AM MDT This proxy promptly. Inis solicited by the event you Board of Directors The stockholder(s) hereby appoint(s) Kathleen Valiasek and Margaret McCandless, or either of them, as proxies, each with the power to appoint their substitute, and authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Local Bounti Corporation that the stockholder(s) is/are ableentitled to attendvote at the AnnualSpecial Meeting of Stockholders to be held at your request, we9:00 AM MDT on April 26, 2023 via the Internet at www.virtualshareholdermeeting.com/LOCL2023SM, and any adjournment or postponement thereof with discretionary authority as to any other business that may properly come before the meeting. This proxy, when properly executed, will cancel your previously submitted proxy.be voted in the manner directed. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side

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