Michael DiGregorio
About Michael A. DiGregorio
Independent director of Calavo Growers since 2013 (≈12 years of service as of the 2025 proxy); age 70. A Certified Public Accountant (inactive) who began his career at Deloitte, DiGregorio served as CFO of multiple public and private companies including Korn Ferry (retired 2012), St. John Knits, Jafra Cosmetics, The Wackenhut Corporation, Atlantis Plastics and Gillette Iberia, and was President of Jafra Cosmetics USA. He is designated by the Board as an “audit committee financial expert.” Other current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Korn Ferry | Chief Financial Officer (retired 2012) | Through 2012 | Senior finance leadership |
| Jafra Cosmetics USA | President | Not disclosed | P&L leadership |
| Jafra Cosmetics (global) | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| St. John Knits | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| The Wackenhut Corporation | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Atlantis Plastics | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Gillette Iberia | Chief Financial Officer | Not disclosed | Regional finance leadership |
| Deloitte | Auditor (career start) | Not disclosed | Foundational audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | Director | Past 12 years (aggregate) | Served on seven different boards in the last twelve years; none current |
| Other public company boards (current) | — | — | None |
Board Governance
- Independence: Board determined DiGregorio is independent under NASDAQ rules .
- Committees: Audit Committee (Chair) and Executive Committee member .
- Financial expert: Board determined he qualifies as an Audit Committee financial expert .
- Attendance: In FY2024, the Board held 13 meetings; Audit 6; Nom/ESG 4; Compensation 5. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board size/refresh: Board to reduce from nine to eight directors at the April 23, 2025 meeting; all directors elected annually .
Fixed Compensation (Non-Employee Director Pay)
| Component | FY2024 Policy | FY2024 Cash to DiGregorio | FY2024 Equity to DiGregorio |
|---|---|---|---|
| Base retainer (cash) | $70,000 | $70,000 (implied within fees) | — |
| Audit Committee Chair retainer (cash) | $15,000 | $15,000 (implied within fees) | — |
| Executive Committee member (cash) | $4,000 | $4,000 (implied within fees) | — |
| Total cash fees | — | $89,000 (reported) | — |
| Annual equity grant | Target ~$120,000 grant-date value in FY2024 (4,929 RSUs granted 11/1/2023; vest 11/1/2024) | — | $120,021 grant-date fair value (reported) |
| FY2025 transition grant | ~$60,000 grant on 11/1/2024 (2,220 RSUs), vesting at 2025 Annual Meeting; going forward, ~$120,000 granted day after annual meeting | — | 2,220 RSUs granted 11/1/2024 (scheduled vest at meeting) |
Notes:
- Reported FY2024 director compensation for DiGregorio totaled $209,021 (cash $89,000; stock awards $120,021). Mix ≈ 43% cash / 57% equity based on reported values .
Performance Compensation
| Instrument | Performance Metrics | Vesting Schedule | Notes |
|---|---|---|---|
| Director RSUs | None (time-based; no performance conditions) | FY2024 grant vested 11/1/2024; FY2025 grant vests at the 2025 Annual Meeting | Director equity under the 2020 Plan; non-employee director total annual comp capped at $450,000 ($650,000 initial year) |
- Clawback/change-in-control: Awards under the 2020 Plan are subject to the company’s clawback/recoupment in the event of a restatement and include standard change-in-control vesting mechanics (accelerate unless assumed/replaced, with protections on termination) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Served on seven different boards in the past twelve years (not enumerated) |
| Compensation Committee interlocks | Compensation Committee members in FY2024 were Aslam, Holmgren (Chair), Helin; committee disclosed no interlocks/insider participation. DiGregorio is not listed as a member |
Expertise & Qualifications
- CPA (inactive); deep CFO experience across multiple sectors; former President of a consumer business (Jafra USA) .
- Audit Committee financial expert designation by the Board .
- Executive and financial leadership in public and private companies; extensive board service (seven boards in last 12 years) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 32,971 shares as of Jan 31, 2025 |
| % of shares outstanding | <1% (as indicated by “*” in table) |
| Pledged shares | 20,250 shares pledged in a margin account (pledge predates 2021 anti-pledging policy) — RED FLAG |
| Options held | None disclosed for DiGregorio (director option holders listed were others) (fn 3) |
| Director stock ownership guideline | Required to hold ≥$320,000 by fifth year (~460% of base retainer); Board states all non-employee directors have satisfied or are on track |
| Recent director RSUs | 4,929 RSUs granted 11/1/2023 (vested 11/1/2024); 2,220 RSUs granted 11/1/2024 (scheduled to vest at 2025 Annual Meeting) |
Insider Trading and Forms 4
| Date (filed) | Trade Date | Form | Summary |
|---|---|---|---|
| 2025-04-24 | 2025-04-23 | Form 4 | Filing reflecting RSU-related share delivery associated with the 2024/2025 director grant cycle; consistent with 2,220 RSUs scheduled to vest at the 2025 Annual Meeting (details in filing) |
Governance Assessment
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Strengths:
- Long-tenured independent director with deep CFO pedigree and audit oversight capabilities; Audit Chair and Board-designated financial expert enhance financial reporting oversight .
- Solid engagement indicators: each director ≥75% attendance in FY2024; universal attendance at 2024 Annual Meeting .
- Director pay structure aligns with shareholders via majority equity (time-based RSUs) and clear ownership guidelines; Board indicates directors are meeting/on track with guidelines .
- Company-level say-on-pay support exceeded 96% in 2024, signaling broad investor approval of compensation governance (contextual governance signal) .
-
Risks/Red Flags:
- Shares pledged as collateral (20,250 shares) present alignment and forced-sale risk in market stress. Although grandfathered under the anti-pledging policy (adopted 2021), it remains a notable governance concern for investors — RED FLAG .
- No additional director-specific related party transactions disclosed; primary related-party exposures at Calavo involve CEO and another director’s grower payments, not DiGregorio .
-
Overall view: DiGregorio’s profile (CPA/inactive; multi-company CFO; Audit Chair; financial expert) supports board effectiveness in financial oversight. The primary governance caution is pledged share exposure; continued progress toward eliminating or reducing the pledge would improve alignment. Compensation mix and attendance/engagement are appropriate for an independent audit chair .
References:
- Board structure, independence, attendance, committees, financial expert designation:
- Director biography, age, tenure, other public boards:
- Director compensation program, cash retainers, equity grants, grant dates/values/vesting, FY2025 transition:
- Beneficial ownership and pledged shares:
- Anti-hedging/anti-pledging policy:
- Clawback and 2020 Plan provisions; change-in-control treatment:
- Say-on-pay support (2024):
- Form 4 (Apr 24, 2025) references: SEC EDGAR primary doc and company IR PDF