Item 7.01 Regulation FD Disclosure.
On August 9, 2022, Calavo Growers, Inc. (“Calavo”) issued a press release announcing the appointment of Ms. Helen Kurtz as Senior Vice President and General Manager of Calavo Prepared. 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 Ms. Helen Kurtz, age 52, to serve as Senior Vice President and General Manager of Calavo Prepared commencing August 17, 2022.
Since 2017, Ms. Kurtz has served as Senior Vice President and Chief Marketing Officer of Foster Farms. From 1997 to 2017, Ms. Kurtz held various rolls at General Mills, Inc. (NYSE: GIS). At General Mills, Ms. Kurtz led a number of brands including Betty Crocker, Chex Mix and Fruit Snacks and served as Vice President of Yoplait.
Pursuant to an Employment Agreement between Calavo and Ms. Kurtz (the “Kurtz Employment Agreement”), Ms. Kurtz will receive an annual base salary of $430,000, which is subject to increases on an annual basis at the discretion of Calavo’s Compensation Committee. Ms. Kurtz will receive a performance bonus of not less than 50% of her annual base salary for fiscal 2023 if Calavo achieves the annual performance targets established by Calavo’s Compensation Committee for Calavo’s executive officers, provided she remains employed by Calavo for the entire fiscal year. The Compensation Committee may also elect to award Ms. Kurtz a discretionary bonus for any fiscal year, including fiscal 2022. Beginning with fiscal 2023, Ms. Kurtz will also be eligible to receive not less than the equivalent of 50% of her annual base salary in equity awards pursuant to the terms of the Company’s 2020 Equity Incentive Plan, which will vest as described in the Kurtz Employment Agreement. Ms. Kurtz will receive a signing bonus consisting of restricted stock units representing a contingent right to receive Calavo’s common stock having a value of $300,000, 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 Ms. Kurtz’s employment. In the event that Ms. Kurtz’s employment is terminated by Calavo without Cause (as defined in the Kurtz Employment Agreement) or Ms. Kurtz terminates her employment for Good Reason (as defined in the Kurtz Employment Agreement), and Ms. Kurtz executes a separation and release agreement, Ms. Kurtz will be entitled to receive severance payments equal to one year of her annual base salary, Calavo-paid health benefits for one year following separation, a pro-rated portion of her annual bonus, and the restricted stock units issued to Ms. Kurtz 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 Kurtz 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
