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: FDP).
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 termination.
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.
