Ronald Araiza
About Ronald Araiza
Executive Vice President, Fresh Foods at Calavo Growers (CVGW). He has served in senior roles across the avocado and prepared foods value chain, including Vice President roles at Mission Produce (1997–2015) and Del Rey Avocado (2015–2016), before joining Calavo in January 2017; he briefly departed in October 2022 and returned in June 2023, with the Board appointing him EVP Fresh Foods in 2023 . Age disclosure: 64 as of February 26, 2024; current title EVP Fresh Foods with initial annual base salary of $430,000; the 2025 proxy notes appointment as EVP Fresh Foods on May 22, 2023 (Calavo’s titles were updated around August 24, 2023) . Annual incentive design is tied 100% to Adjusted Net Income with threshold/target/maximum goals; in FY2024 ANI was $18.7M (below a $34M threshold), resulting in no plan payout, but the Compensation Committee awarded a $50,000 discretionary cash bonus to Araiza .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Calavo Growers | Executive Vice President, Fresh Foods | 2023–present | Appointed in 2023; 2025 proxy cites May 22, 2023; 2024 proxy shows August 24, 2023 title actions . |
| Calavo Growers | Vice President (Foods / Prepared) | 2017–2022 | Hired Jan 12, 2017; brief hiatus Oct 2022–Jun 2023 . |
| Del Rey Avocado | Vice President | 2015–2016 | Tenure disclosed in CVGW filings . |
| Mission Produce | Vice President | 1997–2015 | Tenure disclosed in CVGW filings . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| California Avocado Commission | Alternate Board Member (past) | N/A | Disclosed as a past alternate board member . |
Fixed Compensation
Summary Compensation (NEO disclosure for Araiza)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 430,000 | 190,849 | 430,000 |
| Bonus (discretionary) | 55,040 | — | 50,000 |
| Stock Awards (grant-date fair value) | 172,000 | — | — |
| Option Awards | — | — | — |
| Non-Equity Incentive Plan | — | — | — |
| All Other Compensation | 24,253 | 18,708 | 43,473 |
| Total | 681,293 | 209,557 | 523,473 |
All Other Compensation (FY2024 components): health insurance $13,038; car allowance $11,196; company 401(k) contributions $13,800; life insurance $4,960; phone allowance $480 . Stock options were not granted to NEOs in FY2024 .
Performance Compensation
Annual incentive (MIP) design (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout | Form | Vesting Terms |
|---|---|---|---|---|---|---|---|---|
| Adjusted Net Income | 100% | $34M | $38M | $42M | $18.7M | 0% (no plan payout) | Cash (0% earned); plus $50k discretionary cash bonus | Committee may pay up to 50% of any earned bonus in RSUs vesting over 36 months; none earned for FY2024 |
Selected equity grant history
| Grant Date | Award Type | Shares/Value | Vesting |
|---|---|---|---|
| Dec 14, 2018 | Restricted Stock | 1,838 shares; grant-date price $85.67 | Vests in one‑third annual tranches starting Dec 14, 2019 . |
| Nov 2, 2020 | Discretionary Restricted Stock | 1,721 shares; grant-date price $67.97 | Vests one‑half annually over 2 years beginning Nov 2, 2021 . |
| FY2024 grants | NEO equity grants | None | No equity awards granted to NEOs in FY2024 . |
Historic bonus frameworks (context): prior years used net income/adjusted net income grids with percent-of-income payouts; e.g., 2019 and 2021 structures and cash/restricted stock mix disclosed in proxies .
Equity Ownership & Alignment
| Ownership Metric | As of Jan 31, 2024 | As of Jan 31, 2025 |
|---|---|---|
| Beneficially Owned Shares (#) | 4,310 | 4,310 |
| Percent of Shares Outstanding | * (<1%) | * (<1%) |
- Stock ownership guidelines: CEO 500% of salary; other Executive Officers 200% of salary; five years to comply or by Aug 29, 2027 (whichever is later); assessed annually each Jan 31 using a price-based test .
- Anti-hedging/anti-pledging: Executives are prohibited from hedging and pledging company stock; exceptions only by written approval for pre-policy positions or unusual circumstances; 10b5‑1 preclearance and blackout policies apply .
- Pledging status: No pledges disclosed for Araiza; pledges disclosed for another director (DiGregorio) predating the policy .
- Unvested equity: As of Oct 31, 2024, Araiza had no unvested stock awards that would vest on a change in control (0 shares) .
Employment Terms
General severance policy for executive officers (unless otherwise contracted)
- Cash severance: minimum 26 weeks of base salary plus one additional week per completed year of service, capped at 36 weeks .
- Health benefits: up to six months continuation paid by the company .
- Change-in-control: any unvested or restricted awards automatically vest and forfeiture provisions lapse; however, the company states it does not provide “single trigger” severance payments solely upon a change in control .
Hypothetical termination without cause or for good reason (as of Oct 31, 2024)
| Component | Amount ($) |
|---|---|
| Salary Severance | 272,885 |
| Bonus Severance | — |
| Health Benefits | 11,180 |
| Equity Award Vesting | — |
| Total | 284,065 |
Investment Implications
- Pay-for-performance linkage is primarily via Adjusted Net Income; FY2024 ANI of $18.7M was below threshold ($34M), so no plan payout, though the Compensation Committee exercised discretion to pay Araiza a $50,000 cash bonus—investors should monitor future use of discretion vs. formulaic outcomes .
- Limited near-term selling pressure from vesting: Araiza had no unvested awards outstanding as of Oct 31, 2024 (0 shares subject to CIC vesting), and NEOs received no FY2024 equity grants, reducing forced-selling overhang from scheduled vests .
- Alignment via share ownership guidelines is mandated (200% of salary for executive officers) with a compliance window to 2027; current reported holdings are 4,310 shares (<1%), so accumulation progress should be tracked in future proxies for alignment assessment .
- Retention risk appears moderate: severance is formula-based (weeks of salary) rather than rich multiples; Araiza’s modeled severance was ~$284K including health benefits and no equity acceleration (due to no unvested awards), which provides some cushion but not a strong golden-handcuff; lack of ongoing equity grants in FY2024 may lessen retention hooks if not addressed going forward .
- Governance risk mitigants: anti-hedging/anti-pledging policy, no single-trigger severance cash on change in control, no option/SAR repricing, and independent compensation consultants with no identified conflicts—these reduce red-flag risk around compensation practices .
Additional background: Araiza’s long operating track record across Mission Produce and Del Rey Avocado, plus prior Calavo leadership since 2017 (with a brief hiatus), supports execution experience in Fresh Foods; external directorships or additional public-company board roles are not disclosed .