Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2023, Calavo Growers, Inc. ("Calavo") appointed Brian Kocher, Calavo's Chief Executive Officer, as a member of the Board of Directors (the "Board"). Pursuant to Mr. Kocher's employment agreement dated December 20, 2021 (the "Employment Agreement"), Mr. Kocher would be nominated to serve on the Board commencing with Calavo's 2023 Annual Meeting of Shareholders (the "Annual Meeting"). With the recent decisions by John M. Hunt and Donald M. Sanders not to stand for re-election to the Board at the Annual Meeting, the Board determined that it was appropriate to appoint Mr. Kocher as a member of the Board now pursuant to the authority granted by Calavo's Amended and Restated Bylaws.

Mr. Kocher has not been, and is not expected to be, named to any committee of the Board of Directors at this time. Mr. Kocher will receive no additional compensation for his service on the Board. For information on the compensation payable to Mr. Kocher, please reference Calavo's proxy statement filed with the SEC on February 28, 2022 in conjunction with the Calavo's 2022 Annual Meeting of Stockholders and the Employment Agreement filed as Exhibit 99.2 to the Form 8-K filed with the SEC on December 22, 2021.



                                       2

© Edgar Online, source Glimpses