SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2022, Calavo Growers, Inc. (“Calavo”) appointed Shawn Munsell, as Chief Financial Officer, commencing June 20, 2022. Brian Kocher, Calavo’s Chief Executive Officer, will resign as Calavo’s interim Chief Financial Officer on June 19, 2022.
Mr. Munsell, age 47, led the finance and accounting functions for Tyson Foods’ (NYSE: TSN) chicken segment, from 2018 to 2022, as Senior Vice President of Finance and Accounting. From 2015 to 2018, he served as Tyson’s Treasurer. Prior to Tyson, Mr. Munsell was with CF Industries, serving in a variety of roles with progressive responsibility for the nitrogen products manufacturer. Mr. Munsell does not have a family relationship (as defined by Item 401 of Regulation S-K) with any director, executive officer or person nominated or chosen by Calavo to become a director or executive officer. Mr. Munsell is not a party to any transaction required to be disclosed pursuant to Item 404 of Regulation S-K.
Pursuant to an Employment Agreement between Calavo and Mr. Munsell dated June 9, 2022 (the “Employment Agreement”), Mr. Munsell 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. Starting in fiscal 2022, Mr. Munsell will be eligible to receive a performance bonus of 60% of his 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 Mr. Munsell a discretionary bonus. Mr. Munsell will receive a signing bonus consisting of restricted stock units representing a contingent right to Calavo’s common stock having a value of $350,000 upon the commencement of his employment, which restricted stock units will vest in three equal annual installments, with the first installment to vest on the first anniversary of the commencement of Mr. Munsell’s employment. Calavo will also reimburse Mr. Munsell up to $100,000 for certain relocation expenses, as detailed in the Employment Agreement. In the event that Mr. Munsell’s employment is terminated by Calavo without Cause (as defined in the Employment Agreement) or Mr. Munsell terminates his employment for Good Reason (as defined in the Employment Agreement), Mr. Munsell 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. Munsell as a signing bonus will become fully vested as of the date of such termination.
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 June 10, 2022, Calavo issued a press release announcing the appointment of Mr. Munsell 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.
Cover Page Interactive Data File (formatted as inline XBRL).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Calavo Growers, Inc.
June 10, 2022
/s/ Brian Kocher
SANTA PAULA, Calif., June 9, 2022—Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global avocado-industry leader and provider of value-added fresh food, today announced that Shawn Munsell has been appointed Chief Financial Officer effective June 20.
Prior to joining Calavo, Mr. Munsell led the finance and accounting functions for Tyson Foods’ chicken segment, with fiscal 2021 revenues of $14 billion, as Senior Vice President of Finance and Accounting. Previously, he served as Tyson’s Treasurer. Prior to Tyson, Mr. Munsell was with CF Industries, serving in a variety of roles with progressive responsibility for the nitrogen products manufacturer.
“We’re thrilled to have Shawn Munsell join the Calavo team,” said Brian W. Kocher, President and Chief Executive Officer of Calavo Growers, Inc. ”Shawn is a results-oriented leader with a breadth of finance experience. He has demonstrated his dedication and loyalty by accumulating more than 20 years of operational finance and treasury experience with his two previous companies in the food and commodities industries. We’re looking forward to the strong leadership and contributions Shawn will make in the years to come as we continue driving sequential improvement throughout our business.”
“Joining Calavo in the early stages of a turnaround with the opportunity to positively affect change and impact results is very exciting,” Mr. Munsell said. “There is a talented team in place, and I’m confident that together we can refine processes, create efficiencies and position Calavo for long-term growth.”
Professional Background of Shawn Munsell
|●||Senior Vice President, Finance and Accounting, Chicken Segment – Tyson Foods|
|●||Vice President, Treasurer – Tyson Foods|
|●||Vice President, Financial Evaluation and Analysis, and Corporate Treasurer – CF Industries|
|●||Corporate Treasurer and Assistant Secretary – CF Industries|
|●||Director, Raw Materials Procurement – CF Industries|
Calavo Growers, Inc.
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Mr. Munsell holds a bachelor’s degree in economics with high honors from the University of Michigan – Flint and an MBA with honors from the University of Chicago Booth School of Business.
About Calavo Growers, Inc.
Calavo Growers, Inc. (Nasdaq: CVGW) is a global leader in quality produce, including avocados, tomatoes and papayas, and a pioneer of healthy fresh-cut fruit, vegetables and prepared foods. Calavo products are sold under the trusted Calavo brand name, proprietary sub-brands, private label and store brands.
Founded in 1924, Calavo has a rich culture of constant innovation, sustainable practices and market growth. The company serves retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers worldwide. Calavo is headquartered in Santa Paula, California, with processing plants and packing facilities throughout the U.S. and Mexico. Learn more about The Family of Fresh™ at calavo.com.
Safe Harbor Statement
This press release contains statements relating to future events and results of Calavo that are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements are based on our current expectations and are not promises or guarantees. If any of the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Calavo may differ materially from those expressed or implied by such forward-looking statements and assumptions. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.
For a discussion of the risks and uncertainties that we face, please see the risk factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent updates that may be contained in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are made only as of the date of this press release, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Julie Kegley, Senior Vice President
Thomas Federl, VP Communications, Marketing & ESG
Financial Profiles, Inc.
Calavo Growers, Inc.
This Employment Agreement (this “Agreement”) is entered into as of June 9 2022, by and between Calavo Growers, Inc., a California corporation (the “Employer”), and Shawn Munsell (the “Employee”).
The Employer desires to employ the Employee as the Employer’s Chief Financial Officer and Secretary, and the Employee desires to accept such employment, upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Employer and the Employee hereby agree as follows:
|2.||POSITION, DUTIES, AUTHORITY AND EXCLUSIVITY OF SERVICES.|
Chairman of the Board of Directors, and the Board of Directors in general.
Employer shall pay the Employee an annual salary base salary of $415,000, payable in regular installments in accordance with the Employer’s customary payroll practices for employees. If the Employee is entitled to receive Base Salary for any period that is less than one calendar month, the Base Salary for such period shall be computed by prorating the annual Base Salary over such period based upon the actual number of days therein. The Employer’s Compensation Committee, in its sole authority, shall determine on an annual basis whether an increase in the Employee’s Base Salary is justified.
may award Annual Bonuses and discretionary bonuses to him in cash, Employer common stock, or rights to acquire Employer common stock, and that such equity-based awards may be subject to vesting conditions and requirements. Equity-based awards made by the Employer to the Employee under this Agreement or otherwise shall be subject to the terms and conditions of the Employer’s 2020 Equity Incentive Plan, as it may be amended from time to time and including any successor plan adopted by the Employer.
|4.||EMPLOYEE BENEFITS, EXPENSE REIMBURSEMENT AND INDEMNIFICATION; 409(A) COMPLIANCE.|
and car rentals for six months beginning on the Commencement Date. The Employee’s rights under this paragraph shall terminate as of the date that his Employment terminates for any reason, provided that the Employer shall remain obligated to reimburse the Employee for any such expenses that were properly incurred by him during the Term of Employment.
Annual Bonuses; and (4) the Signing Bonus will become fully vested as of the date of such termination of Employment. The Employee will be treated as an in-service employee for purposes of benefits continuation during any benefits continuation period. The payments and benefits described in this paragraph shall be subject to the Employer’s right to make customary and applicable deductions and withholdings, including, without limitation, for federal and state taxes, FICA, Medicaid and other customary payroll activities. Such payments described above in clause (2) will include medical, dental, and vision insurance coverage, and all other Calavo provided benefits. Under such circumstances, Calavo will also provide the Employee the option, for a period of eighteen (18) months thereafter, at the Employee’s own expense to continue his medical, dental, and vision benefits at the equivalent of his COBRA continuation cost, if and to the extent the continuation of such benefits is permitted under COBRA and other applicable law and the terms of the insurance policies. The Employee shall not be entitled to receive the payments and benefits described in this paragraph if the Employer terminates the Employee’s Employment for Cause or if he terminates his Employment other than for Good Reason.
notice is given by the Employee to the Employer; (2) any reduction in base salary below $415,000 per year; (3) any material reduction in the Employee’s title, duties, responsibilities or authority, including, without limitation, any adverse change in reporting relationship or assignment to Employee of duties inconsistent with the position of Chief Financial Officer, including in a successor entity in the event of a Change in Control, which is not cured within thirty (30) days after written notice from the Employee to Employer; (4) any breach by the Employer of any material provision of this Agreement (whether or not described above), which breach is not cured by the Employer within thirty (30) days after written notice of such breach is given by the Employee to the Employer; or (5) the failure of any successor to the Employer (whether direct or indirect or whether by merger, acquisition of assets, consolidation or otherwise) to assume in a writing delivered to the Employee the obligations of the Employer under this Agreement, if such assumption agreement is not delivered to the Employee within ten (10) days after he provides the successor to the Employer with written notice of his desire to receive such agreement. Notwithstanding the foregoing, the Employee shall be deemed to have terminated his Employment for Good Reason for purposes of this Agreement only if he terminates his Employment within sixty (60) days after the occurrence of the event described in this paragraph (including expiration of the applicable notice and cure period) that permits him to terminate his Employment for Good Reason. In the event that the Employee elects to terminate his Employment for Good Reason pursuant to subsection (3) above following a Change in Control, the Employee shall provide the Employer with at least six (6) month’s notice of his intention to terminate his employment for Good reason and the Employer shall retain the option to shorten such notice period.
Employment, the Employee shall not, directly or indirectly (as owner, principal, agent, partner, officer, employee, independent contractor, consultant, shareholder or otherwise), (1) hire (or solicit for the purpose of hiring) or cause any other person to hire (or solicit for the purpose of hiring) any employee or officer of the Employer or (2) compete in any manner with the business then being conducted by the Employer. The prohibition that is set forth in the preceding sentence shall not be construed as prohibiting the Employee from acquiring and owning up to one percent (1%) of the outstanding common stock of any corporation whose common stock is traded on a national securities exchange.
by reason of being employed by the Employer at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” ac; defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Employer. To the extent that the foregoing does not apply, the Employee hereby irrevocably assigns to the Employer, for no additional consideration, the Employee’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Employer’s rights, title or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Employer would have had in the absence of this Agreement.
mail or one day after delivery to an overnight delivery service.
remedy or of any subsequent right or remedy of the same kind.
VII of the Civil Rights Act of 1964; California Government Code Section 12960 et seq.; and any other federal, state or local anti-discrimination laws relating to discrimination, including, but not limited to, those based on the following protected categories: genetic information or characteristics; sex and gender; race; religion; national origin; mental or physical disability (including claims under the Americans With Disabilities Act); medical condition; veteran or military status; marital status; sexual orientation or preference; age; pregnancy; and retaliation or wrongful termination in violation of public policy for alleging or filing or participating in any grievance or otherwise complaining of any wrong relating to the aforementioned categories or any public policy.
cost which he would not have to bear in court beyond any amount which would have to be paid as a filing fee in a superior court. The arbitrator may award attorneys’ fees and costs to the prevailing party to the extent allowed by law.
[signature page follows]
IN WITNESS WHEREOF, the Employer and the Employee have executed and delivered this Agreement as of the date first written above.
CALAVO GROWERS, INC.
Name: Brian Kocher
Title: Chief Executive Officer
1141A Cummings Road Santa Paula, CA 93060