Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2021, Calavo Growers, Inc. ("Calavo") appointed Mariela Matute,
as Chief Financial Officer, commencing October 11, 2021. Steve Hollister,
Calavo's interim Chief Executive Officer, will resign as Calavo's interim Chief
Financial Officer on October 11, 2021 but continue as interim Chief Executive
Officer.
Ms. Matute, age 45, has served as Director of Finance and Operations for Amazon
Business, the business-to-business (B2B) online procurement division of
Amazon.com, Inc. (NYSE: AMZN) from February 2017, where she managed a team of 70
professionals across controllership, financial planning, pricing analytics,
sales and operations planning, tech roadmap and payments. Also at Amazon, she
served as Director of Finance and Operations for its Amazon Fresh division. From
October 2015 to February 2017, she was Vice President, Finance and Chief
Financial Officer of The Americas Region for Driscoll's Inc., a global market
leader of fresh berries, where she was responsible for treasury, finance, IT,
real estate and procurement. Before that, Ms. Matute held financial leadership
positions at The Chia Company (the world's largest producer of Chia seed),
Henkel Corp. (a German chemical and consumer goods company), Alcoa Corporation,
and Pitney Bowes. She began her career in Latin America with Procter & Gamble.
Pursuant to an Employment Agreement between Calavo and Ms. Matute dated
September 13, 2021 (the "Employment Agreement"), Ms. Matute will receive an
annual base salary of $430,000, which is subject to increase on an annual basis
at the discretion of Calavo's Compensation Committee. Ms. Matute will be
eligible to receive a performance bonus pursuant to Calavo's Management
Incentive Plan of 70% of her annual base salary for any fiscal year 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 Ms. Matute a discretionary bonus. Ms. Matute
will receive restricted shares of Calavo common stock having a value of $300,000
upon her commencement date, vesting in three equal annual installments. Calavo
will also pay certain relocation expenses for Ms. Matute. Ms. Matute will also
be eligible to receive a total of $300,000 per year in equity awards. In the
event that Ms. Matute's employment is terminated without cause or upon good
reason, Ms. Matute will receive severance equal to one year of her annual base
salary, Calavo-paid health benefits for one year following separation and a
pro-rated portion of her annual bonus.
The preceding summary of the 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 99.2 to this Current Report
on Form 8-K and which is incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure.
On September 15, 2021, the Company issued a press release announcing the
appointment of Ms. Matute as Chief Financial Officer. 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated September 15, 2021
99.2 Employment Agreement dated September 13, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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