Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2020, Calavo Growers, Inc. (Calavo) promoted Robert Wedin, age 71,
to the position of Executive Vice President of Fresh Sales. Mr. Wedin has served
as our Vice President, Sales and Fresh Marketing since 1993. Mr. Wedin joined
Calavo in 1973 at our then Santa Barbara packinghouse. Beginning in 1990, Mr.
Wedin served as a director of the California Avocado Commission for a period of
ten years. Mr. Wedin currently is a board member of Producesupply.org and serves
as a member of that organization's executive committee.
The following are the material terms of Mr. Wedin's compensation as Executive
Vice President of Fresh Sales:
? Mr. Wedin will receive an initial annual base salary of $430,000.
With respect to each of Calavo's fiscal years, Mr. Wedin will be eligible to
receive a performance bonus pursuant to Calavo's Management Incentive Plan in
? accordance with performance targets, thresholds and requirements to be
established by Calavo's Compensation Committee for Calavo's executive officers.
In addition, with respect to each fiscal year, the Compensation Committee may
elect to award a discretionary bonus.
In addition, on August 10, 2020, Calavo and Mark Lodge, age 53, entered into an
Employment Agreement pursuant to which Mr. Lodge was promoted to the position of
Chief Operations Officer. Since 2019, Mr. Lodge has served as Executive Vice
President of RFG Business Operations. Prior to joining Calavo, Mr. Lodge held
the role of Executive Vice President for Revolution Foods supplying all-natural
school meals across the United States. Prior to Revolution Foods, Mr. Lodge was
President of True Fresh HPP and True Food Innovations and was previously
instrumental in the identification and implementation of the Fresh & Easy
manufacturing business in the United States for Tesco, plc.
The following are the material terms of Mr. Lodge's compensation under his
Employment Agreement as Chief Operations Officer:
? Mr. Lodge will receive an initial annual base salary of $430,000.
With respect to each of Calavo's fiscal years, Mr. Lodge will be eligible to
receive a performance bonus pursuant to Calavo's Management Incentive Plan in
? accordance with performance targets, thresholds and requirements to be
established by Calavo's Compensation Committee for Calavo's executive officers.
In addition, with respect to each fiscal year, the Compensation Committee may
elect to award a discretionary bonus.
Mr. Lodge will receive a signing bonus of $50,000 and restricted shares of
? Calavo common stock having a value of $300,000, with such shares to vest in
three equal annual installments subject to the requirement that Mr. Lodge must
remain in Calavo's employment at time of vesting.
The preceding summary of Mr. Lodge's Employment Agreement does not purport to be
complete and is subject to and qualified in its entirety by the complete text of
the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and which is incorporated by reference into this Item 5.02.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement dated as of August 10, 2020 between Mark Lodge
and Calavo Growers, Inc.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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CALAVO GROWERS, INC. 
