Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of James Snyder as Chief Financial Officer
On November 22, 2024, the Board of Directors of Calavo Growers, Inc. (“Calavo”) formally approved of the appointment of James Snyder as Calavo’s Chief Financial Officer (“CFO”), effective December 2, 2024.
Mr. Snyder, 53, has served as Corporate Controller and Chief Accounting Officer at Gem-Pack Berries since April 2024. Prior to that, Mr. Snyder served in a similar role for Nano Banc of Irvine from March 2020 to April 2024, and served as Calavo’s Corporate Controller and Chief Accounting Officer from December 2001 to March 2020.
In connection with Mr. Snyder’s appointment as CFO, Mr. Snyder entered into an offer letter pursuant to which Mr. Snyder will be paid an annual base salary of $430,000 and will be eligible for an annual bonus of between 50% and 200% of his base salary, pro-rated for any partial year served, and subject to the achievement of various financial targets by Calavo. Mr. Snyder will also be eligible for Calavo’s standard benefits programs, including participation in Calavo’s 401(k) plan, general health and welfare benefits, and an automotive allowance, subject to his continued employment.
Upon commencement of his role as CFO, Mr. Snyder will enter into Calavo’s standard form of indemnification agreement, a copy of which was previously filed on June 2, 2022 as Exhibit 10.2 to Calavo’s Quarterly Report on Form 10-Q.
There are no arrangements or understandings between Mr. Snyder and any other persons pursuant to which Mr. Snyder was appointed as CFO of Calavo. There are no family relationships between Mr. Snyder and any director or executive officer of Calavo, or with any person nominated or chosen by Calavo to become a director or executive officer, and Mr. Snyder has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On November 15, 2024, Calavo issued a press release announcing the expected appointment of Mr. Snyder. A copy of the press release is furnished 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.