CALAVO GROWERS INC appointed new CEO

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.