Blog: CALAVO GROWERS INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2022, Rob Wedin, our Executive Vice President, Fresh Sales, gave
notice of his retirement, which is expected to occur on October 31, 2022. Upon
the commencement of service by Danny Dumas as Senior Vice President and General
Manager of Calavo Grown, discussed under Item 8.01 below, which is expected to
occur on July 11, 2022, Mr. Wedin will cease to serve Calavo Growers, Inc.
(“Calavo”) in an executive officer capacity but will continue as an employee in
a transitional role until his retirement date.

Item 7.01 Regulation FD Disclosure.

On June 21, 2022, Calavo issued a press release announcing the appointment of
Mr. Danny Dumas as Senior Vice President and General Manager of Calavo Grown and
the retirement of Rob Wedin from the position of Executive Vice President, Fresh
Sales. A copy of the press release is filed as Exhibit 99.1 hereto and
incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being
furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, and shall not be deemed to
be incorporated by reference into any of Calavo’s filings under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof and regardless of any general incorporation language in such
filings, except to the extent expressly set forth by specific reference in such
a filing.

Item 8.01 Other Events.

Calavo has appointed Mr. Danny Dumas to serve as Senior Vice President and
General Manager of Calavo Grown commencing July 11, 2022.

Mr. Dumas, age 53, has served as President of Courchesne Larose USA since
February 2021. From January 2014 to May 2020, Mr. Dumas was the Senior Vice
President of Sales and Product Management of Del Monte Fresh Produce (Nasdaq:

Pursuant to an Employment Agreement between Calavo and Mr. Dumas (the “Dumas
Employment Agreement”), Mr. Dumas will receive an annual base salary of
$415,000, which is subject to increase on an annual basis at the discretion of
Calavo’s Compensation Committee. Mr. Dumas will be eligible to receive a
performance bonus of 40% of his annual base salary for any fiscal year (prorated
for fiscal 2022) in which Calavo achieves its annual performance targets
established by Calavo’s Compensation Committee for Calavo’s executive officers.
The Compensation Committee may also elect to award Mr. Dumas a discretionary
bonus. Mr. Dumas is also eligible to receive a total of up to 40% of his annual
base salary (or higher, with respect to performance vested target component) in
equity awards pursuant to the terms of the incentive plan, which will vest as
described in the Employment Agreement. Mr. Dumas will receive a signing bonus
consisting of restricted stock units representing a contingent right to Calavo’s
common stock having a value of $150,000 upon the commencement of his employment,
which restricted stock units will vest in three equal annual installments,
subject to continued service on each vesting date, with the first installment to
vest on the first anniversary of the commencement of Mr. Dumas’s employment.
Calavo will also reimburse Mr. Dumas for six months of commuting expenses and an
allowance to cover an additional $50,000 for certain personal commuting expenses
subsequent to the first six months of employment, as detailed in the Employment
Agreement. In the event that Mr. Dumas’ employment is terminated by Calavo
without Cause (as defined in the Dumas Employment Agreement) or Mr. Dumas
terminates his employment for Good Reason (as defined in the Dumas Employment
Agreement), and Mr. Dumas executes a separation and release agreement, Mr. Dumas
will be entitled to receive severance payments equal to one year of his annual
base salary, Calavo-paid health benefits for one year following separation, a
pro-rated portion of his annual bonus, and the restricted stock units issued to
Mr. Dumas as a signing bonus will become fully vested as of the date of such

The preceding summary does not purport to be complete and is subject to and
qualified in its entirety by the complete text of the Dumas Employment
Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and
which is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1   Press release dated June 21, 2022.
99.2   Employment Agreement of Danny Dumas.
104  Cover Page Interactive Data File (formatted as inline XBRL).


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