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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under Section 240.14a-12

Calavo Growers, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2025

TO THE SHAREHOLDERS OF CALAVO GROWERS, INC.:

We are pleased to invite you to attend the 2025 Annual Meeting of Shareholders of Calavo Growers, Inc. The meeting will be held on April 23, 2025 at 15765 W. Telegraph Road, Santa Paula, California 93060 and virtually at 1:00 p.m. Pacific Time for the following purposes:

(1)

To elect the eight directors named in the accompanying proxy statement, each for a term of one year;

(2)

To ratify the appointment of our independent registered public accounting firm for fiscal year 2025;

(3)

To conduct an advisory vote on executive compensation;

(4)

To approve the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan; and

(5)

To transact such other business as may properly come before the meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

Shareholders will have the opportunity to attend the 2025 Annual Meeting of Shareholders via live webcast by visiting www.virtualshareholdermeeting.com/CVGW2025 at the scheduled meeting time.

Instead of mailing a printed copy of our proxy materials to all our shareholders, we provide access to these materials via the internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about March 3, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record on our books at the close of business on February 24, 2025, the record date for the 2025 Annual Meeting of Shareholders (the “Record Date”), and will post our proxy materials on the website referenced in the notice. As more fully described in the notice, shareholders may choose to access our proxy materials on the website referred to in the notice or may request to receive a printed set of our proxy materials. In addition, the notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

The close of business on February 24, 2025 has been fixed as the Record Date for the determination of shareholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof. All shareholders are cordially invited to attend the Annual Meeting or to do so virtually. If you plan to attend the Annual Meeting virtually or in person and you wish to vote your shares personally, you may do so at any time before the proxy is voted. Kindly confirm your intent to attend in person by emailing 2025proxy@calavo.com.

	By order of the Board of Directors,
	/s/ Lecil Cole			/s/ Farha Aslam
	Lecil Cole Chief Executive Officer			Farha Aslam Chair of the Board of Directors

February 28, 2025
Santa Paula, California

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	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING					2
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS					10
	PROPOSAL NO. 1 ELECTION OF DIRECTORS					18
	PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					24
	PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION					25
	PROPOSAL NO. 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CALAVO GROWERS, INC. 2020 EQUITY INCENTIVE PLAN					26
	COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					33
	TRANSACTIONS WITH RELATED PERSONS					35
	EXECUTIVE COMPENSATION					36
	COMPENSATION DISCUSSION AND ANALYSIS					36
	PRINCIPAL AUDITOR FEES AND SERVICES					56
	REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS					57
	ADDITIONAL INFORMATION					58
	APPENDIX A CALAVO GROWERS, INC. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN					A-1

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1141-A Cummings Road
Santa Paula, California 93060
(805) 525-1245

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING TO BE HELD ON WEDNESDAY, APRIL 23, 2025

Copies of this proxy statement, the form of proxy card and the 2024 Annual Report to Shareholders, which includes our 2024 Form 10-K (the “2024 Annual Report”) are available at https://ir.calavo.com/financial-information/annual-reports-and-proxy-statements or by emailing 2025proxy@calavo.com.

This proxy statement contains information related to the Annual Meeting of Shareholders (the “Annual Meeting”) of Calavo Growers, Inc. to be held on Wednesday, April 23, 2025, at 15765 W. Telegraph Road, Santa Paula, California 93060 and virtually beginning at 1:00 p.m. Pacific Time. The Company will provide its shareholders the opportunity to attend our 2025 Annual Meeting of Shareholders via live webcast by visiting www.virtualshareholdermeeting.com/CVGW2025 at the designated meeting time. The meeting will consist of the formal business portion of the meeting only, and the Company is offering this alternative way for shareholders to obtain meeting information and results without attending in person.

On or about March 3, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials to our shareholders (other than those who previously requested electronic or paper delivery of proxy materials), directing shareholders to a website where they can access our proxy materials, including this proxy statement and the 2024 Annual Report, and view instructions on how to vote. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CVGW2025. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com. Note that cumulative voting for directors will not be allowed via the live webcast. Shareholders who wish to vote cumulatively for directors should provide proxy instructions before the Annual Meeting at www.proxyvote.com. Shareholders will be able to vote cumulatively for directors in person at the Annual Meeting, but there will be no difference in the tallying of cumulative votes for directors provided through instructing a proxy in advance at www.proxyvote.com compared to voting in person at the Annual Meeting. Shareholders therefore need not attend the Annual Meeting in person simply to vote cumulatively for directors.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Proxy Materials

Why am I receiving these materials?

The Board of Directors (the “Board”) of Calavo Growers, Inc. (“Calavo,” the “Company,” “we,” “our” or “us”), a California corporation, is providing these proxy materials for you in connection with the Annual Meeting which will take place on April 23, 2025. As a shareholder, you are invited to virtually attend the Annual Meeting and are entitled to, and requested to, vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

To reduce environmental impact and costs, we primarily provide proxy materials online. Most shareholders receive only a Notice of Internet Availability, which explains how to access and vote your shares online. However, you can still request a printed or email copy if you prefer.

What is included in the proxy materials?

The proxy materials include:

•

Our proxy statement for the Annual Meeting;

•

Our 2024 Annual Report, which includes our 2024 Form 10-K; and

•

A proxy card or a voting instruction card for the Annual Meeting.

What information is contained in this proxy statement?

The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board and Board committees, the compensation of our directors and current executive officers, and other required information.

How may I obtain a copy of Calavo’s 2024 Annual Report to Shareholders, Form 10-K and/or other financial information?

A copy of our 2024 Annual Report to Shareholders, which includes our 2024 Form 10-K, is available without charge at http://ir.calavo.com/financial-information or by emailing 2025proxy@calavo.com.

How may I request multiple sets of the Notice of Internet Availability of Proxy Materials or proxy materials if two or more shareholders reside in my household?

We have adopted a procedure called “householding.” Under this procedure, we may deliver a single copy of the Notice of Internet Availability of Proxy Materials and, if you requested printed versions by mail, this proxy statement and the 2024 Annual Report to multiple shareholders who share the same address unless we have received contrary instructions from one or more of the shareholders. This procedure reduces the environmental impact of our Annual Meetings and reduces our printing and mailing costs. Shareholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability of Proxy Materials and, if you requested printed versions by mail, this proxy statement and the 2024 Annual Report to any shareholder that elects not to participate in householding. Requests for additional copies of the Notice of Internet Availability of Proxy Materials, and if you requested printed version by mail, this proxy statement and 2024 Annual Report, and requests that in the future separate documents be sent to shareholders who share an address, should be directed via email to 2025proxy@calavo.com. In addition, you can call (805)525-1245, or write to 1141-A Cummings Road, Santa Paula, CA 93060.

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How may I request a single Notice of Internet Availability of Proxy Materials or set of proxy materials for my household?

If you share an address with another shareholder and have received multiple copies of our Notice of Internet Availability of Proxy Materials or, if you requested printed versions by mail, proxy materials, you may write us at the email address set forth in the preceding paragraph to request delivery of a single copy of these materials.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of Notice of Internet Availability of Proxy Materials and, if you requested printed versions by mail, this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete each Calavo proxy card and voting instruction card that you receive.

Voting Information

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

•

The election of directors

•

The ratification of Calavo’s independent registered public accounting firm for the 2025 fiscal year

•

Advisory vote on executive compensation

•

Approve the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan

We also will consider any other business that properly comes before the Annual Meeting. See “What is the deadline to propose actions for consideration at next year’s Annual Meeting of shareholders?” below.

Do directors and officers have an interest in matters to be acted upon at the Annual Meeting?

Director nominees, including current directors, standing for election at the Annual Meeting have a personal interest in Proposal 1, which concerns the election of directors. Directors and executive officers have no personal interest in Proposal 2, which relates to the ratification of our independent registered public accounting firm. Executive officers have an interest in Proposal 3, which relates to the compensation of our Named Executive Officers. Directors and executive officers have an interest in Proposal 4, which relates to a compensatory plan in which our directors and executive officers participate.

What happens if additional matters are presented at the Annual Meeting?

Other than the four items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Kathleen M. Holmgren and Farha Aslam, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason any of our nominees are not available as candidates for directors, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares FOR the election of each of the eight director nominees, FOR the ratification of our independent registered public accounting firm for the 2025 fiscal year, FOR the approval of executive compensation, and FOR the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan.

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What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Many Calavo shareholders hold their shares through a broker, or other nominee, rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record, and we are sending the Notice of Internet Availability of Proxy Materials or the proxy materials directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting.

Beneficial Owner

If your shares are held in a brokerage account, or by another nominee, you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability of Proxy Materials or the proxy materials are forwarded to you by your broker, trustee or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the Annual Meeting.

Since a beneficial owner is not the shareholder of record, you may not vote these shares at the meeting, unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should provide voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

What shares can I vote?

Each share of Calavo common stock issued and outstanding as of the close of business on the Record Date for the Annual Meeting, is entitled to be voted on all items being voted upon at the Annual Meeting. You may vote all shares owned by you as of this time, including (1) shares held directly in your name as the shareholder of record, and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank. On the Record Date, we had approximately 17.8 million shares of common stock issued and outstanding. Except with regard to cumulative voting for the election of directors, as discussed below, each share of Calavo common stock is entitled to one vote on each matter presented at the Annual Meeting.

How can I vote my shares in person at the meeting?

Shares held in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions below and those included on the Notice of Internet Availability of Proxy Materials or, for shares held beneficially in street name, the voting instructions provided by your broker, trustee or nominee.

Shareholders of record of Calavo common stock may submit proxies by following the instructions set forth in the Notice of Internet Availability of Proxy Materials or completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes, as applicable.

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What is the deadline for voting my shares?

If you hold shares as the shareholder of record, your vote by proxy must be received before the polls close at the Annual Meeting on April 23, 2025 at 1:00 p.m. Pacific Time.

If you are the beneficial owner of shares held through a broker, trustee or other nominee, please follow the voting instructions provided by your broker, trustee or nominee.

May I change my vote?

You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting on April 23, 2025 at 1:00 p.m. Pacific Time. If you are the shareholder of record, you may change your vote at any time before it is voted at the meeting by transmitting a new proxy bearing a later date (which automatically revokes the earlier proxy), or by sending a written notice of revocation to the Corporate Secretary for receipt prior to the meeting at the email address shown under the question below titled, “What is the deadline to propose actions for consideration at next year’s Annual Meeting of shareholders?”. For shares you hold beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Calavo or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide on their proxy card written comments, which are then forwarded to Calavo management.

How may I vote on each proposal?

In the election of directors, you may vote “FOR ALL,” “WITHHOLD ALL” or “FOR ALL EXCEPT” with respect to each of the nominees. In the election of directors, you may also cumulate your votes as described in the question below titled, “Is cumulative voting permitted for the election of directors?”

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the proposal to ratify the appointment of our independent registered public accounting firm for the 2025 fiscal year.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the advisory vote on executive compensation.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the approval of the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan.

If you provide specific instructions regarding any of these items, your shares will be voted as instructed. If you vote online or sign and return a proxy card or voting instruction card without providing specific instructions, your shares will be voted in accordance with the Board’s recommendations:

•

FOR the election of each of the eight director nominees,

•

FOR the ratification of the appointment of our independent registered public accounting firm for the 2025 fiscal year,

•

FOR the advisory approval of executive compensation, and

•

FOR the approval of the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan

What happens if a director nominee receives a greater number of “WITHHOLD” votes than “FOR” votes?

If a director nominee in an uncontested election receives a greater number of votes “WITHHOLD” from his or her election than votes “FOR” that director’s election, the nominee must promptly offer his or her resignation to the Board. A committee consisting of the Board’s independent directors (which will

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specifically exclude any director who is required to offer his or her own resignation) will consider all relevant factors and decide on behalf of the Board the action to be taken with respect to such offered resignation and will determine whether to accept the resignation or take other action. The Company will publicly disclose the Board’s decision with regard to any resignation offered under these circumstances with an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation.

What is the voting requirement to approve each of the proposals?

In the election of directors, the eight director candidates receiving the highest number of affirmative votes will be elected. Approval of the proposal to ratify the appointment of our independent registered public accounting firm for the 2025 fiscal year, the advisory vote on executive compensation, and the approval of the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan each requires the affirmative vote of a majority of those shares present in person or represented by proxy and voting on the respective proposal at the Annual Meeting.

If you hold shares through a broker or other nominee (street name) and do not provide voting instructions, your broker may vote on routine matters, but cannot vote on non-routine matters. In such cases, the broker reports a “broker non-vote,” meaning your shares are not voted on that item. Broker non-votes and abstentions will not impact the outcome of any proposals.

Which ballot measures are considered “routine” or “non-routine”?

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year (Proposal No. 2) is considered a routine matter under applicable rules. As a result, brokers or other nominees may generally vote on this proposal at their discretion, and no broker non-votes are expected for Proposal No. 2.

The election of directors (Proposal No. 1), the advisory vote on executive compensation (Proposal No. 3), and the approval of the amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan (Proposal No. 4) are considered non-routine matters. Because brokers or other nominees cannot vote on non-routine matters without specific shareholder instructions, there may be broker non-votes for Proposals 1, 3, and 4.

Is cumulative voting permitted for the election of directors?

Cumulative voting applies only to director elections. Here’s how it works:

•

Each share you own provides one vote per director seat.

•

You may allocate all your votes to a single nominee or distribute them among multiple nominees.

•

Example: If you own 100 shares and there are 8 director seats, you have 800 votes (8 × 100). You can give all 800 votes to one nominee or divide them among several.

•

You may not use cumulative voting to vote against a nominee.

•

The eight nominees receiving the highest number of votes will be elected

If you are a shareholder of record and wish to cumulate your votes, you must submit a proxy card or, if voting in person at the Annual Meeting, a ballot with an explicit statement of your intent to cumulate votes. You may indicate this in writing on your proxy card or directly on your ballot at the meeting.

Important Notes:

•

Online voting does not support cumulative voting for directors.

•

Cumulative voting will not be allowed via the live webcast.

•

Shareholders who wish to vote cumulatively should submit proxy instructions before the Annual Meeting at www.proxyvote.com.

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•

There is no difference in the tallying of cumulative votes between proxy instructions submitted in advance and votes cast in person at the Annual Meeting. Therefore, attending in person solely to vote cumulatively is unnecessary.

•

If you hold shares beneficially through a broker, trustee, or other nominee and wish to cumulate votes, contact your broker, trustee, or nominee for instructions.

If you vote online or by signing and returning a proxy card or voting instruction card without specific instructions, Kathleen M. Holmgren and Farha Aslam, as proxy holders, may cumulate and allocate your votes at their discretion, except that no votes will be cast for any nominee for whom you have withheld your vote.

Who will serve as inspector of elections?

The inspector of elections will be a representative from investor communication company American Election Services, LLC.

Who will bear the cost of soliciting votes for the Annual Meeting?

Calavo will cover the costs of preparing, assembling, printing, mailing, and distributing proxy materials, as well as soliciting votes. We have retained Broadridge Financial Solutions to assist with the distribution and tabulation of proxies from shareholders of record. We will also reimburse banks, brokers, and other nominees for their costs in forwarding proxy materials to beneficial owners.

Additionally, our directors, officers, and employees may solicit proxies in person, by phone, fax, or other electronic communication, but will not receive additional compensation for doing so.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results on a Form 8-K filed with the SEC within four business days of the Annual Meeting.

What if I have questions for Calavo’s transfer agent?

Please contact our transfer agent, contact information listed below, with questions concerning stock certificates, dividend checks, transfer of ownership or other matters pertaining to your stock account.

Computershare Trust Company, N.A.
PO Box 43078
Providence, RI 02940-3078
Overnight Delivery:
150 Royall St., Suite 101
Canton, MA 02021

1-800-736-3001 /or/ 1-866-595-6048 (US, Canada, Puerto Rico)
1-781-575-3100 /or/ 1-781-575-2798 (non-US)

Email: web.queries@computershare.com

Shareholder online inquiries: https://www-us.computershare.com/investor/Contact

Annual Meeting Information

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, including the election of directors, the ratification of our independent registered public accounting firm, an advisory vote on executive compensation and an advisory vote on the frequency of holding future advisory votes on executive compensation.

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Who can attend the meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend the meeting or participate virtually. Please contact 2025proxy@calavo.com if you plan on attending in person.

How many shares must be present or represented to conduct business at the Annual Meeting?

The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of shares of our common stock entitled to vote must be present in person or represented by proxy. Both abstentions and broker non-votes described previously in the question above titled, “What is the voting requirement to approve each of the proposals?” are counted for the purpose of determining the presence of a quorum.

Shareholder Proposals, Director Nominations and Related Bylaw Provisions

What is the deadline to propose actions for consideration at next year’s Annual Meeting of shareholders?

Shareholders may submit proposals for consideration at future shareholder meetings. To be included in our proxy statement for the 2026 Annual Meeting, proposals must be received by our Corporate Secretary no later than October 31, 2025. This deadline is based on SEC Rule 14a-8, which requires proposals to be submitted at least 120 days before the anniversary of the prior year’s proxy statement release. Proposals must also comply with SEC rules regarding the types of shareholder proposals eligible for inclusion. Any proposal received after this date will not be included in the Company’s proxy materials for the 2026 Annual Meeting.

If the 2026 Annual Meeting is scheduled more than 30 days before or after the anniversary of the 2025 Annual Meeting, the deadline for inclusion in the proxy statement will be adjusted accordingly to a reasonable time before printing and mailing of proxy materials. Proposals should be emailed to 2025proxy@calavo.com.

Separately, in accordance with our bylaws, shareholders may submit proposals or nominate directors for consideration at the 2026 Annual Meeting, even if they do not intend them to be included in the proxy statement. Such notices must be submitted between December 24, 2025, and January 23, 2026, and must comply with our advance notice bylaw provisions, including the information required for shareholder proposals and director nominations.

Additionally, shareholders intending to solicit proxies in support of director nominees under SEC Rule 14a-19 (universal proxy rule) must provide notice to the Company no later than February 23, 2026. These shareholders must comply with all requirements of Rule 14a-19, as well as the timing and procedural requirements outlined in our bylaws.

How may I recommend or nominate individuals to serve as directors?

You may propose director candidates for consideration by the Board’s Nominating, Governance and Sustainability Committee (the “Nom/ESG” Committee). Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to our Corporate Secretary at the address of our principal executive offices set forth above.

In addition, our bylaws permit a shareholder to nominate directors for election at an annual shareholders’ meeting, but only if the shareholder complies with the procedures that are set forth in the bylaws. See “What is the deadline to propose actions for consideration at next year’s Annual Meeting of shareholders?” above.

How may I obtain a copy of Calavo’s Bylaw provisions regarding shareholder proposals and director nominations?

Please email 2025proxy@calavo.com for a copy of the relevant bylaw provisions regarding the requirements for nominating director candidates and making shareholder proposals. In addition, our bylaws are included as an exhibit in our filed form 10-K filed with the SEC on January 14, 2025.

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How may I communicate with Calavo’s Board of Directors?

You may submit an e-mail to our Board at boardmembers@calavo.com. All directors have access to this e-mail address.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. We have adopted a code of business conduct and ethics that applies to all our directors, officers and employees. Copies of our code of business conduct and ethics and our Board committee charters are posted on our website at http://www.calavo.com under “Investor Relations — Corporate Governance”.

Shareholders may request free printed copies of our code of business conduct and ethics, and our Board committee charters by emailing 2025proxy@calavo.com.

Board Structure, Independence of Directors and Committee Composition

As of the date of this proxy statement, our Board consists of nine directors. The Board has recommended the election of the eight nominees identified in this proxy statement, each standing for re-election.

The Board has determined that seven of the eight non-employee director nominees — Marc L. Brown, Michael A. DiGregorio, Kathleen Holmgren, Adriana Mendizabal, Steven Hollister, Farha Aslam, and B. John Lindeman — are independent under applicable NASDAQ rules. In assessing the independence of Mr. Hollister, Ms. Aslam, and Mr. Lindeman, the Board considered their past service as interim or executive officers and the compensation received for such roles, concluding that these factors do not impair their independent judgment as directors.

The Board has four committees: (1) Executive, (2) Audit, (3) Nominating, Governance, and Sustainability, and (4) Compensation. The membership of each committee during the last fiscal year and through the date of this proxy statement, along with their respective functions, are outlined below.

During fiscal year 2024, the Board held thirteen meetings. Each director attended at least 75% of all Board and applicable committee meetings for which they were eligible. Directors are encouraged to attend Calavo’s Annual Meeting of Shareholders, and all directors at the time attended the 2024 Annual Meeting, either in person or virtually. The Board has determined that:

All current members of the Audit Committee, Nominating, Governance and Sustainability Committee, and Compensation Committee are independent under applicable NASDAQ rules.

Each current member of the Audit Committee:
a) Meets the independence requirements of both the SEC and NASDAQ for audit committee members.
b) Satisfies NASDAQ’s financial knowledge and sophistication requirements.

Each member of the Compensation Committee:
a) Qualifies as a “non-employee director” under applicable SEC rules.
b) Meets NASDAQ’s independence requirements for compensation committee members

Director

Executive
Committee

Audit
Committee

Nominating, Governance
and Sustainability
Committee

Compensation
Committee

Farha Aslam

Marc L. Brown

Michael A. DiGregorio

Adriana Mendizabal

James Helin

Steven Hollister

Kathleen M. Holmgren

J. Link Leavens

B. John Lindeman

Number of meetings in fiscal year 2024

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Member.

Chair.

Executive Committee. The Executive Committee exercises the authority of the Board of Directors when the Board is not in session, as permitted by law.

Audit Committee. The Audit Committee assists the Board and management in overseeing our financial reporting processes and the audit of our financial statements. This includes monitoring the integrity of our financial statements, compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, and the performance of both our internal audit function and the independent auditor. Among other responsibilities, the Audit Committee:

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Prepares the Audit Committee report for inclusion in the annual proxy statement.

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Appoints, evaluates, and determines the compensation of the independent registered public accounting firm.

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Reviews and approves the scope of the annual audit, audit fees, and financial statements.

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Oversees disclosure controls, internal controls, the internal audit function, and corporate policies related to financial reporting and earnings guidance.

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Investigates complaints concerning financial matters.

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Reviews risks that may significantly impact our financial statements.

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Evaluates transactions with related persons.

The Audit Committee works closely with both management and the independent registered public accounting firm. The Board has determined that both Michael A. DiGregorio and B. John Lindeman qualify as audit committee financial experts, as defined by SEC rules and applicable listing standards.

The Audit Committee report is included in this proxy statement, and the Audit Committee charter is available on our website at www.calavo.com under “Investors — Corporate Governance”.

Nominating, Governance and Sustainability Committee. The Nominating, Governance, and Sustainability Committee is responsible for:

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Recommending director candidates for election at the Annual Meeting, consistent with Board-approved criteria.

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Developing and reviewing corporate governance principles and related policies for Board approval.

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Periodically assessing the size and composition of the Board, including reviewing director qualifications.

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Considering director candidates proposed by shareholders.

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Reviewing proposed changes to our Articles of Incorporation and Bylaws.

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Evaluating shareholder proposals in conjunction with the Chairman of the Board and recommending Board responses.

Calavo is committed to sustainable practices that promote long-term ecological balance, environmental responsibility, and social equity. The Nominating, Governance, and Sustainability Committee:

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Reviews and approves sustainability goals and tracks progress.

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Oversees the Company’s annual sustainability report.

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Ensures alignment between corporate governance and sustainability initiatives.

Calavo’s sustainability policies and annual sustainability report are available on our website at www.calavo.com under “Sustainability.”

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The charter of the Nominating, Governance, and Sustainability Committee is available on our website at www.calavo.com under “Investors — Corporate Governance”.

Compensation Committee. The Compensation Committee is responsible for:

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Reviewing and approving the Compensation Committee report required by the SEC for inclusion in the annual proxy statement.

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Retaining compensation consultants and other advisors as needed.

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Setting and approving executive officer compensation based on established objectives.

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Approving severance arrangements and other agreements for executive officers.

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Overseeing equity-based and incentive compensation plans for executive officers.

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Recommending compensation policies and practices for Board and committee service.

For details on the processes and procedures used to determine executive and director compensation, see “Executive Compensation — Compensation Discussion and Analysis.”

The Compensation Committee charter is available on our website at www.calavo.com under “Investors — Corporate Governance”.

Board Operations

Board Leadership Structure

The Board of Directors’ leadership structure is designed to maintain a balanced and effective relationship between management and the Board. The Board believes it is in the best interest of Calavo and its shareholders to periodically evaluate whether the roles of Chairman and Chief Executive Officer should be separated based on relevant facts and circumstances.

Currently, the Board has determined that separating these roles is in the best interest of Calavo and its shareholders. This structure allows our Chief Executive Officer, Lecil Cole, to focus on Calavo’s operations, while our Chairman of the Board, Farha Aslam, concentrates on long-term strategic planning and corporate governance.

Board Refreshment

The Board recognizes the importance of Board refreshment and, as such, holds annual elections for all directors. The Nominating, Governance, and Sustainability Committee evaluates each incumbent director’s qualifications and performance before recommending their nomination each year.

Self-Evaluations

The Board, along with all committees except the Executive Committee, has historically conducted informal annual self-evaluations. In 2021, the Nominating, Governance, and Sustainability Committee formalized this process, overseeing evaluations that include interviews, discussions, and written questionnaires.

These self-evaluations assess, among other topics:

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Board and committee composition, including whether the Board has the right mix of diverse experience, background and ideas at policymaking levels;

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Satisfaction with the performance of our Non-Executive Chairman, committee chairs and individual directors;

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Satisfaction with Board materials, agenda setting and discussions, and access to senior management.

Sustainability

Sustainability is increasingly important to our customers, employees, and business strategy, and we are committed to operating responsibly. It is a key consideration across all material aspects of our business. Our sustainability strategy focuses on:

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Commitment to long-term ecological balance, environmental responsibility, and social equity.

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Optimizing energy use, reducing water consumption, and converting waste into compostable matter.

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Partnering with industry leaders to reduce food waste, enhance sustainable packaging, and lower emissions.

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Prioritizing employee health and safety, supporting our communities, and delivering nutritious food.

More details, including our annual sustainability report, are available on our website under Sustainability. (Note: Website content is not incorporated into this proxy statement.).

Director Orientation and Continuing Education

New directors participate in an orientation program that includes materials and briefings to familiarize them with our business, strategies, and governance policies. Ongoing education is provided to all directors through Board materials, presentations, discussions with management, and site visits to our facilities.

Risk Oversight

The Board oversees our risk management processes, both as a whole and through its key committees, which meet regularly and report back to the Board. While the Board and its committees provide oversight, management is responsible for managing enterprise risks. The Board recognizes that eliminating all risk is neither possible nor desirable; instead, it views appropriate risk-taking as essential to long-term success. The Board seeks to understand and oversee critical business risks within the context of our strategy, the significance of each risk, and the allocation of risk management resources.

As part of its oversight responsibilities, the Board places particular emphasis on cybersecurity risk management, recognizing the increasing importance of safeguarding our information systems and data. Our cybersecurity risk management program is integrated with our overall enterprise risk management program, sharing common methodologies, reporting channels, and governance processes across all functions. This integration ensures a holistic approach to risk management, enabling us to address cybersecurity risks within the context of broader organizational risks.

We build and evaluate our cybersecurity risk management program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). Utilizing the NIST CSF enables us to systematically identify, assess, and manage cybersecurity risks pertinent to our business operations. Our cybersecurity risk management program is grounded in a zero-trust framework and employs a multi-layered approach to ensure comprehensive protection, including:

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Awareness and Training for Employees: We conduct regular phishing campaigns, management meeting briefings, and annual mandatory training with simulations of common cybersecurity threats to enhance employee awareness and preparedness.

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Security Tools and Technologies: Advanced security tools and technologies, along with control policies and active review procedures, are utilized to strengthen authentication and access protection, including multi-factor authentication, encryption, and continuous monitoring of network activities.

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Third-Party Risk Management: We implement rigorous third-party risk management processes and monitoring procedures to ensure that service providers, suppliers, and vendors adhere to our cybersecurity standards.

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Risk and Vulnerability Management: Our program encompasses proactive and predictive defenses, including vulnerability scans, penetration testing, and threat intelligence analysis to address emerging threats.

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Managed Detection and Incident Response: Advanced endpoint protection and managed detection and response services enable rapid identification and response to potential security incidents. Our incident response team is equipped to handle various types of cyber threats and minimize operational impact.

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Governance and oversight of our cybersecurity risk management program are led by the Director of Information Technology & Services (“IT Director”), in collaboration with a third-party provider with significant cybersecurity expertise. The Board of Directors considers cybersecurity risk as part of its overall risk oversight function. The Audit Committee receives briefings from the IT Director at least annually, which include updates on cybersecurity risks and threats, the status of projects to strengthen information security systems, assessments of the information security program, and the evolving cybersecurity threat landscape.

The Board remains committed to ensuring that our cybersecurity practices are aligned with industry standards and best practices, supporting a robust and proactive approach to cybersecurity risk management.

Committee Responsibilities in Risk Oversight:

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Audit Committee — Oversees risks related to financial statements, reporting, disclosure processes, internal controls, and accounting. It also supervises the internal audit function and holds regular meetings with the CFO, independent auditors, and internal audit.

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Compensation Committee — Oversees risks associated with compensation philosophy and programs, ensuring incentive pay does not encourage excessive or inappropriate risk-taking.

•

Nominating, Governance, and Sustainability Committee — Oversees risks related to governance policies, board structure, and membership. It also monitors risks associated with sustainability and corporate responsibility, including climate change, food safety, and diversity.

Our internal control environment supports risk identification and management, with regular communications to the Board. Senior managers provide ongoing reports on material risks — such as operational, financial, strategic, competitive, reputational, legal, and regulatory risks — and how they are managed. These reports incorporate insights from initiatives such as annual information security audits conducted by certified auditors.

Additionally, we have training and compliance programs to help employees identify and escalate risks, including those related to information security. Each Board committee has access to outside advisors and may engage independent counsel as needed.

Director Nominees

Shareholder Nominees

The Nominating, Governance, and Sustainability Committee considers shareholder nominations for Board candidates. In evaluating nominees, the committee seeks to maintain a balanced mix of knowledge, experience, and capabilities on the Board.

Shareholders submitting nominations for consideration should include the nominee’s name and qualifications for Board membership and email the information to 2025proxy@calavo.com.

Additionally, shareholders may nominate directors for consideration at an Annual Meeting by following the procedures outlined in our bylaws. For more details, see “Questions and Answers — What is the deadline to propose actions for consideration at next year’s Annual Meeting of shareholders?”

Director Qualifications

The Nominating, Governance, and Sustainability Committee believes Board members should uphold the highest professional and personal ethics and values, consistent with Calavo’s longstanding standards. Directors should have broad experience at the policy-making level in business, government, education, technology, or public interest. They must be committed to enhancing shareholder value and have sufficient time to fulfill their responsibilities, providing insight and practical wisdom from their experiences. Service on other public company boards should be limited to a number that allows them to effectively perform their duties. Each director must represent the interests of all shareholders.

While neither the Nominating, Governance, and Sustainability Committee nor the Board has a written policy on diversity, the committee actively seeks candidates with diverse backgrounds, skills, experiences,

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and expertise when recommending nominees. Considerations include industry experience, specialized expertise, gender diversity, other background diversity, and prior leadership roles. The Board and the committee are committed to nominating candidates in compliance with federal and state laws regarding board diversity.

Among our eight nominees for election to the Board:

•

Three self-identify as women.

•

Three self-identify as members of an underrepresented community, including individuals who are Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, or Alaska Native, or who identify as gay, lesbian, bisexual, or transgender.

Identifying and Evaluating Nominees for Director

The Nominating, Governance, and Sustainability Committee employs various methods to identify and evaluate director nominees. The committee periodically assesses the Board’s size and considers whether vacancies are expected due to retirement or other factors. When vacancies arise or are anticipated, the committee reviews potential candidates from multiple sources, including current Board members, professional search firms, shareholders, and other contacts.

Candidates are evaluated at regular or special committee meetings and may be considered at any time throughout the year. As noted above, the committee also considers shareholder-nominated candidates. Any material submitted by shareholders in support of a nominee will be forwarded to the committee for review. Additionally, the committee reviews materials from professional search firms or other sources for non-shareholder-proposed candidates.

Director Compensation

Our director compensation program is designed to attract and retain highly qualified non-employee directors while aligning their interests with the long-term success of our stockholders. The Compensation Committee annually reviews director compensation, including both equity and cash components, and recommends adjustments to the Board as needed. The committee also consults its independent compensation advisor to benchmark director compensation against peer companies.

Under the Calavo Growers, Inc. 2020 Equity Incentive Plan:

•

Total annual compensation for a non-employee director in any fiscal year may not exceed $450,000.

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In the fiscal year of a director’s initial service, this cap on total annual compensation increases to $650,000.

•

Stock and/or option awards granted to a non-employee director may not exceed 20,000 shares per fiscal year.

The Compensation Committee periodically assesses our director compensation program to ensure it remains competitive and aligned with shareholder interests.

Annual Retainers and Equity

During fiscal 2024, non-employee directors received a base cash retainer, along with additional fees for specific Board roles, including chair and committee service. Directors were also reimbursed for reasonable expenses incurred in performing their duties.

Each non-employee director received a $70,000 annual base retainer for service from November 1, 2023, through October 31, 2024. Retainers and committee fees were paid quarterly, with adjustments made on a pro-rata basis for mid-year role changes.

Directors may also receive additional compensation for special projects or special committee service, as determined by the Board. Fees for special committee service may vary according to the scope of work and time commitment required.

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Compensation is pro-rated for directors serving less than a full fiscal year. The following table outlines the fiscal 2024 compensation structure for non-employee directors:

Annual Retainer for Board Members	$	70,000
Additional Annual Retainers
Board Chairman	$	40,000
Audit Committee Chair	$	15,000
Compensation Committee Chair	$	12.000
Nominating, Governance and Sustainability Committee Chair	$	10,000
Audit Committee Members	$	7,500
Compensation Committee Members	$	6,000
Nominating, Governance and Sustainability Committee Members	$	5,000
Executive Committee Members	$	4,000
Target Annual Equity Compensation Award Grant Date Value	$	120,000

During fiscal year 2024, the below table reflects which persons received additional annual retainers for service in the below roles.

Additional Annual Retainers			Name
Board Chairman			Steven W. Hollister
Audit Committee Chair			Michael A. DiGregorio
Compensation Committee Chair			Kathleen M. Holmgren
Nominating, Governance and Sustainability Committee Chair			Adriana Mendizabal

In fiscal year 2024, on November 1, 2023, eight non-employee directors were each granted 4,929 restricted stock units (“RSU”) (for a total of 39,432 RSUs) under the 2020 Equity Incentive Plan (the “2020 Plan”) at an approximate total grant date value per award of $120,000. The closing share price of our common stock on such grant date was $24.35. Additionally, when Mr. Lindeman joined the board on June 3, 2024, he was granted 2,054 RSUs under the 2020 Plan at an approximate total grant date value of $53,000. The closing share price of our common stock on this grant date was $25.84. As of November 1, 2024, all of these RSUs became vested, and shares were issued to all non-employee directors in exchange for such vested RSUs except for Farha Aslam and James Helin who had previously entered into agreements with the Company to defer receipt of such shares.

In fiscal year 2025, on November 1, 2024, all nine non-employee directors were each granted 2,220 RSUs (for a total of 19,980 RSUs) under the 2020 Plan at an approximate total grant date value per award of $60,000. The closing share price of our common stock on such grant date was $27.03. These RSUs will vest on the date of the Annual Meeting, and shares will be issued subject to continued service of the director through such vesting date. Going forward, non-employee directors that are elected (or re-elected) at each annual meeting will receive an annual equity grant on the day after such annual meeting with an approximate grant date value of $120,000 for each award.

Stock Ownership Guidelines for Non-Employee Directors

Our non-employee directors are subject to stock ownership guidelines as more fully described below in the section titled “Stock Ownership Guidelines”. Under these guidelines, non-employee directors are required to own equity in the Company with a cumulative value of at least $320,000 by their fifth year of election or appointment, which is approximately equal to 460% of their current annual base retainer.

All of our non-employee directors have satisfied (or are on track to satisfy) this stock ownership requirement. Adriana Mendizabal (appointed to the Board in December 2021) is on track to own $320,000 of equity by her fifth year of appointment.

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Director Compensation Table

The following table summarizes compensation that our directors earned (in their capacity as non-employee directors) during fiscal 2024 for services as members of our Board. All stock and option awards granted in fiscal 2024 were issued under the 2020 Equity Incentive Plan.

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)(2)			Option Awards ($)(1)(2)		Total ($)
Marc Brown		$	82,500		$	120,021		—		$	202,521
Adriana Mendizabal(3)			87,500			120,021		—			207,521
Michael A. DiGregorio			89,000			120,021		—			209,021
James Helin			101,500			120,021		—			221,521
Steven Hollister			114,000			120,021		—			234,021
Kathleen M. Holmgren(3)			124,000			120,021		—			244,021
J. Link Leavens			74,000			120,021		—			194,021
Farha Aslam(3)			81,000			120,021		—			201,021
B. John Lindeman(3)			32,292			53,075		99,400			184,767

(1)

The estimated grant date values for the above stock awards were computed in accordance with FASB ASC Topic 718. These amounts reflect our financial accounting expense for these awards in accordance with FASB ASC Topic 718 and will not necessarily reflect the actual value that may be realized by the grantees with respect to these awards. This value of a stock award is determined based on the number of shares granted multiplied by the closing share price of our common stock on the date of grant. Further discussion and assumptions utilized with respect to these valuations are set forth in Note 12 (Stock-Based Compensation) to our consolidated financial statements contained in our Annual Report on Form 10-K filed on January 14, 2025 for the fiscal year ended October 31, 2024.

(2)

The grant date aggregate fair value of restricted stock units granted during fiscal year 2024 for the non-employee directors, computed in accordance with FASB ASC Topic 718, was $1,013,243. Such grants vested in full on November 1, 2024. The closing share price of our common stock at the grant date was $24.35 and the number of shares awarded to each grantee was 4,929 except for Mr. Lindeman. Mr. Lindeman received a grant of 2,054 shares on June 3, 2024, on which date the closing share price was $25.84. Mr. Lindeman also received a stock option grant to acquire up to 10,000 shares on June 3, 2024, at a per share exercise price of $25.84 and on which date the closing share price was $25.84. This stock option vests in equal increments on each anniversary date of the grant over a five-year period, and each increment is exercisable for five years from its vesting date.

(3)

As of the last day of fiscal 2024, Ms. Mendizabal, Ms. Holmgren, Ms. Aslam and Mr. Lindeman held stock options (including vested and unvested options, and excluding expired options) to acquire 10,000, 4,000, 10,000 and 10,000 shares of our common stock, respectively. No other non-employee director held any stock options.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

There are eight nominees for election to our Board this year. Except for John Lindeman, all nominees have served as directors since the last Annual Meeting. On February 27, 2025, the Board adopted a resolution reducing the total number of directors from nine to eight, effective as of the date of the Annual Meeting. As a result, only eight directors will be elected at this meeting. Each director is elected annually to serve until the next Annual Meeting or until their successor is elected. There are no family relationships among our executive officers and directors. There have been no material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, executive officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. There are no arrangements or understandings with another person pursuant to which any of our executive officers or directors were selected as an executive officer or director. There are no arrangements between any director or director nominee and any person or entity other than the Company relating to the compensation or other payment in connection with the director or nominee’s candidacy or service. None of our current directors or executive officers have been, during the past 10 years, involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K.

Voting Process and Election Standards

The eight director candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected. In an uncontested election, if a director nominee receives more “WITHHELD” votes than “FOR” votes, they must promptly offer their resignation to the Board. A committee of independent directors (excluding any director required to offer their resignation) will evaluate all relevant factors and determine whether to accept the resignation or take other action. The Company will publicly disclose the Board’s decision, including an explanation of the rationale, particularly if the resignation is rejected.

Voting Instructions

If you submit your proxy or voting instruction card without specific voting instructions, your shares will be voted FOR the eight nominees recommended by the Board. To provide specific voting instructions, indicate your choices on your proxy or voting instruction card.

Cumulative Voting

You may cumulate your votes in favor of one or more directors. To do so, you must explicitly indicate your intent to cumulate votes among the eight nominees. If you are a shareholder of record, you must submit a proxy card or vote in person (not virtually) at the Annual Meeting to direct cumulative voting. For more details, see “Questions and Answers — Voting Information — Is cumulative voting permitted for the election of directors?”

Nominee Availability

All nominees have confirmed their willingness to serve. However, if any nominees become unavailable, the proxy holders, Ms. Holmgren and Ms. Aslam, will vote for a replacement nominee designated by the Board.

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Farha Aslam

Director Since: 2021
Age: 56
Independent/ Chairman

Committees:			Other public company boards:			Background			Key Qualification and Skills
Executive (Chair)			Pilgrim’s Pride Corporation (Nasdaq: PPC) Green Plains Inc (Nasdaq: GPRE) AdvanSix Inc (NYSE: ASIX)			Ms. Aslam is Founder and has served as Managing Partner at Crescent House Capital, an investment and strategic advisory firm, since 2019. Previously, from 2004 to 2018, she was a Managing Director leading Stephens Inc.’s food and agribusiness equity research team, with prior roles as Vice President at Merrill Lynch and Risk Management Advisor at UBS.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Ms. Aslam’s experience as a financial expert and strategic adviser provides an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

Marc L. Brown

Director Since: 2010
Age: 73
Independent

Committees:			Other public company boards:			Background			Key Qualification and Skills
Audit Nom/ESG			None			Mr. Brown was a member of TroyGould PC, a Los Angeles law firm, from 2000 until his retirement in 2020. Mr. Brown brings to the Board of Directors over forty years of experience counseling numerous public corporations in matters involving mergers and acquisitions, securities offerings, corporate governance, executive compensation and compliance with the United States securities laws.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Mr. Brown’s extensive legal experience provides an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

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Michael A. DiGregorio

Director Since: 2013
Age: 70
Independent

Committees:			Other public company boards:			Background			Key Qualification and Skills
Audit (Chair) Executive			None			Mr. DiGregorio is a Certified Public Accountant (inactive) who started his career at Deloitte. He has been Chief Financial Officer of public and private companies, including Korn Ferry, St. John Knits, Jafra Cosmetics, The Wackenhut Corporation, Atlantis Plastics and Gillette Iberia. He also served as President of Jafra Cosmetics USA. He retired from Korn Ferry in 2012. Mr. DiGregorio has been on seven different boards in the past twelve years.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Mr. DiGregorio’s financial and leadership experience provides an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

Steven Hollister

Director Since: 2008
Age: 67
Independent

Committees:			Other public company boards:			Background			Key Qualification and Skills
Compensation			None			Mr. Hollister has been a Managing Member of Rocking Spade, LLC, a diversified investor and developer with interests in ranching and commercial properties, since 2001. Previously Mr. Hollister was Vice President of Sunrise Mortgage & Investment Company, General Manager of Niven Family Wine Estates, Chief Operating Officer of Fess Parker Winery & Vineyard and Santa Barbara County Wine Center, and Senior Vice President of Central Coast Farm Credit.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Mr. Hollister’s diverse experience in finance and agriculture provides an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

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Kathleen M. Holmgren

Director Since: 2017
Age: 67
Independent

Committees:			Other public company boards:			Background			Key Qualification and Skills
Compensation (Chair) Executive			Extreme Networks (Nasdaq: EXTR)			Ms. Holmgren has been Principal of Sage Advice Partners, a management consulting practice, since 2006. Previously Ms. Holmgren worked as a Senior Vice President at Sun Microsystems, CEO at Mendocino Software and COO at Automation Anywhere.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Ms. Holmgren’s extensive leadership experience provides an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

J. Link Leavens

Director Since: 1987
Age: 73

Committees:			Other public company boards:			Background			Key Qualification and Skills
Executive			None			Mr. Leavens has been President and CEO of Leavens Ranches, LLC since 1973. Leavens Ranches farms 1,200 acres of lemons, avocados and grapes in Ventura and Monterey Counties. He has served as President of the Ventura County Farm Bureau and the Ventura County Resource Conservation District. Leavens Ranches have been delivering avocados to Calavo since 1956. Mr. Leavens served as Chairman of Calavo’s Board of Directors from January 2020 to January 2022.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Mr. Leavens’ experience in the agriculture industry provides an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

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B. John Lindeman

Director Since: 2024
Age: 55

Committees:			Other public company boards:			Background			Key Qualification and Skills
Audit			Utz Brands, Inc. (NYSE:UTZ)			Mr. Lindeman currently serves as the Chief Executive Officer of Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM), a wholesaler and manufacturer of hydroponics equipment and commercial horticultural products. Prior to his current role, Mr. Lindeman served as Chief Financial Officer of Hydrofarm Holdings Group, Inc. from March 2020 to December 2024. From August 2015 until March 2020, Mr. Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo. Prior to joining Calavo, Mr. Lindeman held various leadership positions within the finance and investment banking industries, including roles at Janney Montgomery Scott, Stifel Nicolaus, and Legg Mason. Prior to joining Legg Mason, Mr. Lindeman was a Manager at PricewaterhouseCoopers LLP from 1996 to 1999. Mr. Lindeman is a Chartered Financial Analyst.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Mr. Lindeman’s financial and leadership experience provide an invaluable asset to the Board of Directors as it evaluates Calavo’s present circumstances and future direction.

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Adriana Mendizabal

Director Since: 2022
Age: 60
Independent

Committees:			Other public company boards:			Background			Key Qualification and Skills
Nom/ESG (Chair) Audit			None			Mrs. Mendizabal is an accomplished C-Suite Blue Chip executive in Public Fortune 500 companies with Board experience. Proven track record in executive positions includes Business Unit President and CEO, Global Chief Marketing & Innovations Officer with a career in Procter & Gamble, Johnson & Johnson, Visa, and Herbalife. Mrs. Mendizabal currently holds a Group President position in Stanley Black & Decker since 2019. Prior to this she was President of the Americas and Global Chief Marketing & Innovations Officer for Nature Sunshine Products from 2012 to 2019. Her experience provides a range of industries consumer products, financial services, industrial sector and home improvement. She has operated in large cap and has experience in mid-cap companies, with responsibility up to $9B in revenue. She is a Board Member of Calavo Growers Inc. (NASDAQ: CVGW), chair of the Governance & ESG committee and member of the Audit committee. She was previously an Independent Director of the Board for The Bank of New York Mellon Mexico and member of the Audit and Risk Committee from 2008 to 2015.			The Nominating, Governance and Sustainability Committee and the Board of Directors believe that Ms. Mendizabal’s track record as a leader who drives shareholder value and her international experience makes her an integral member of our board and a valued advisor to our leadership team.

The Board of Directors unanimously recommends that you vote your shares “FOR” each of the eight nominees named above for election to the Board.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Audit Committee of the Board has appointed Deloitte & Touche LLP as Calavo’s independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending October 31, 2025. We are requesting shareholder ratification of this appointment. Deloitte & Touche LLP served as our independent registered public accounting firm during fiscal 2024. For details, see “Principal Auditor Fees and Services” later in this report.

Shareholder ratification of Deloitte & Touche LLP’s appointment is not required by California law or our charter documents. However, the Board is submitting the Audit Committee’s selection as a matter of good corporate governance practice.

If shareholders do not ratify the appointment, the Audit Committee will reconsider its selection of an independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee retains the discretion to change the independent auditor at any time during the fiscal year if it determines that doing so is in the best interests of Calavo and its shareholders.

The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year.

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PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as set forth in Section 14A(a) of the Exchange Act, we are asking Calavo shareholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules.

At the 2018 and 2024 Annual Meetings, shareholders approved an advisory, non-binding measure to hold annual votes on executive compensation. The Board has followed this recommendation and continues to include an annual shareholder advisory vote on the compensation of Calavo’s named executive officers.

Calavo’s “pay-for-performance” philosophy underpins all decisions regarding executive compensation. This approach, along with the program structure approved by the Compensation Committee, is critical to attracting, retaining, and motivating executives who can drive superior financial results and sustainable growth. For an overview of our executive compensation program, please refer to “Executive Compensation — Compensation Discussion and Analysis.”

This vote does not address any specific element of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. Shareholders are asked to approve the following resolution:

RESOLVED, that the compensation paid to the named executive officers of Calavo Growers, Inc., as disclosed in the 2025 proxy statement pursuant to Item 402 of SEC Regulation S-K — including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative — is hereby approved.

As this vote is advisory, it is not binding on Calavo, the Compensation Committee, or the Board. However, the Board and the Compensation Committee value shareholder input. If there is significant opposition to the named executive officer compensation, the Compensation Committee will consider shareholder concerns and evaluate whether adjustments are warranted.

Approval of this proposal requires the affirmative vote of a majority of the shares of Calavo common stock present in person or represented by proxy and voting at the Annual Meeting.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of Calavo’s named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

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PROPOSAL NO. 4

APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CALAVO GROWERS, INC. 2020 EQUITY INCENTIVE PLAN

The Calavo Growers, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) was originally approved by shareholders in 2021 and is set to otherwise expire on December 9, 2025. In February 2025, the Board of Directors approved an amendment and restatement to extend the termination date of the 2020 Plan by five years, from December 9, 2025 to December 9, 2030.

The extension is intended to allow the company to continue granting equity-based incentives that help attract, retain, and motivate key employees, directors, and other service providers. Shareholders are being asked to approve this amendment, which will:

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Extend the expiration date of the 2020 Plan from December 9, 2025 to December 9, 2030.

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Maintain all other existing terms of the 2020 Plan without modification including not increasing the maximum number of shares that can be issued under the 2020 Plan.

If approved, the amendment will become effective immediately upon shareholder approval. If not approved, the 2020 Plan will continue in its current form and expire no later than December 9, 2025.

The full text of the proposed amended and restated 2020 Plan is included as Appendix A to this proxy statement. In the event of any conflict between this proposal and the 2020 Plan, the terms of the 2020 Plan shall govern.

Eligibility. Awards may be granted under the 2020 Plan to employees (including officers) and non-employee directors of the Company or any of our subsidiaries or other affiliates, and to any individual who is an advisor, consultant or other provider of services to us or any of our subsidiaries or other affiliates. Only our employees or those of any of our subsidiaries are eligible to receive incentive stock options (as defined by Internal Revenue Code (“Code”) Section 422). There were approximately 2,100 employees and directors (including all four of our current-named executive officers and all nine of our current non-employee directors) eligible to participate in the 2020 Plan as of the Record Date.

Shares Subject to the 2020 Plan. As of the Record Date, there were outstanding options covering 530,000 unexercised shares with a weighted average exercise price of $45.71 per share, outstanding awards for restricted stock or restricted stock units covering 24,765 shares (which number reflects their actual number of shares and does not take into account that these are Full Value Awards), and 307,270 remaining unissued shares of common stock available for future awards under the 2020 Plan (assuming all outstanding awards are ultimately fully settled with shares and that the unissued shares are granted under Awards that are not Full Value Awards). The total number of shares which were initially available under the 2020 Plan was 1.5 million shares or the “Share Reserve.” Each share subject to an Award granted will reduce the Share Reserve by two shares if the Award is a Full Value Award or by one share if the Award is not a Full Value Award. Full Value Awards are any Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award settled in Common Stock, excluding, however, (A) an Option, (B) a Stock Appreciation Right, or (C) a Restricted Stock Award or an Other Stock Award under which the Company will receive monetary consideration equal to the Fair Market Value (determined on the effective date of grant) of the shares subject to such Award. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the participant, then the shares that are forfeited or repurchased shall revert to and again become available for issuance under the 2020 Plan. Shares of Common Stock shall not be deemed to have been issued pursuant to the 2020 Plan with respect to any portion of an Award that is settled in cash. Shares of Common Stock that are reacquired or withheld by the Company in connection with a tax withholding obligation or as consideration for the exercise of an Option, SAR or any Other Stock Award shall not again become available for issuance under the 2020 Plan. The payment of dividends and dividend equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares of Common Stock available for issuance under the 2020 Plan. The unissued shares and shares subject to outstanding awards constitute approximately 1.9% of the shares of Company Common Stock that were outstanding (on a fully diluted basis) as of the Record Date. In the event of certain changes in our

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capitalization, the Compensation Committee will adjust applicable 2020 Plan and 2020 Plan award terms, including the number and kind of shares or property that may be delivered in connection with awards and the exercise price, grant price or purchase price relating to any award in such manner as the Compensation Committee determines to be necessary to prevent dilution or enlargement of the rights of participants.

Administration. The Board’s Compensation Committee has the power and authority to administer the 2020 Plan. The Compensation Committee has the authority to interpret the terms and intent of the 2020 Plan, determine eligibility for and terms of awards for participants and make all other determinations necessary or advisable for the administration of the 2020 Plan.

Types of Awards Under the 2020 Plan

The 2020 Plan authorizes a variety of equity-based incentives, including:

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Stock options (which provide the optionee with the ability to purchase Company common shares at a per share exercise price), including:

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Incentive stock options (ISOs), which are available only to employees and must comply with Section 422 of the Internal Revenue Code.

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Nonstatutory stock options (NSOs), which are available to employees, officers, consultants, and directors.

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The per share exercise price of both ISOs and NSOs must be at least 100% of the fair market value of a Company common share on the grant date (110% for shareholders owning more than ten percent of the Company’s outstanding shares).

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Stock appreciation rights (SARs), which provide participants the right to receive stock or cash equal to the appreciation in stock value over the time between the SAR grant date and the applicable date(s) of exercise of the SAR. The per share exercise price of a SAR must be at least 100% of the fair market value of a Company common share on the grant date.

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Restricted stock and restricted stock units, which are subject to vesting conditions, such as continued service or achievement of performance goals. Upon satisfaction of the applicable vesting terms, the holder of restricted stock then has the ability to transfer their newly vested shares, and the holder of restricted stock units will receive vested shares in exchange for their restricted stock units on a one-for-one basis,

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Performance-based stock awards and performance cash awards, which vest based on the achievement of specific performance goals (and typically time vesting requirements as well) as determined by the Compensation Committee.

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Other Stock Awards.

Vesting and Limitations

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Awards generally cannot vest earlier than one year from the grant date, with limited exceptions, including death, disability, or a change in control.

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Annual compensation for non-employee directors, including both cash and stock-based compensation, cannot exceed $450,000 per fiscal year ($650,000 in the first fiscal year of service).

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Awards are subject to our Clawback Policy, which allow for recoupment under SEC or NASDAQ rules, or in the event of a financial restatement.

Change in Control Provisions

In the event of a change in control, awards will fully vest unless they are:

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Assumed by the acquiring company, OR

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Replaced with a substantially equivalent award.

If the vesting of an award is assumed and the participant’s service is terminated without cause within a specified period following the change in control, accelerated vesting may apply.

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Amendment or Termination

The Board of Directors may amend or terminate the 2020 Plan, subject to the following conditions:

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Shareholder approval is required for amendments that:

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Increase the number of shares available,

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Permit repricing of options or SARs, or

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Otherwise require shareholder approval under NASDAQ rules or applicable laws.

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No amendment may materially and adversely affect outstanding awards without participant consent, unless otherwise specified in the award agreement.

Section 409A. Section 409A of the Code provides generally that nonqualified deferred compensation that does not meet certain requirements will subject the recipients of such compensation to accelerated taxation, enhanced underpayment interest and an additional twenty percent tax on the non-compliant compensation. In the case of a participant who is a “specified employee” (within the meaning of Section 409A of the Code), any payment and/or delivery of shares in respect of any award subject to Section 409A of the Code that is nonqualified deferred compensation being paid on account of the participant’s separation from service shall generally not be made prior to the date which is six (6) months after the date of such participant’s separation from service from the Company and our Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder. The Company intends that all Awards shall be structured to comply with, or to be exempt from, Section 409A of the Code, such that no adverse tax consequences, interest or penalties under Section 409A of the Code shall apply. Notwithstanding the foregoing, each participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him or her, or in respect of any payment or benefit delivered in connection with the 2020 Plan (including any taxes and penalties under Section 409A of the Code).

Existing Plan Stock Option Grants. The following table sets forth the number of shares subject to all stock options previously granted (irrespective of whether the stock option has been exercised or cancelled, or is still outstanding) through the Record Date under the 2020 Plan. These share numbers do not reflect shares subject to other types of awards that have been granted to participants under the 2020 Plan.

Name and Position	Number of Option Shares
Lecil Cole, Chief Executive Officer		500,000
Shawn Munsell, Former Chief Financial Officer		—
Ronald Araiza, Executive Vice President Fresh Foods		—
Michael Browne, Executive Vice President Sales and Operations		—
Paul Harrison, Former Executive Vice President RFG Prepared		—
All current executive officers as a group		500,000

SEC Form DEF 14A filed by Calavo Growers Inc.