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Stock-Based Compensation

3 Months Ended

Jan. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

6.	Stock-Based Compensation

In April 2011, our shareholders approved the Calavo Growers, Inc. 2011 Management Incentive Plan (the “2011 Plan”). All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2011 Plan. Shares were issuable under the 2011 Plan through December 2020. On April 21, 2021, the shareholders of Calavo approved the Calavo Growers, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). This is a five-year plan with up to 1,500,000 shares that are issuable pursuant to awards that may be made through December 9, 2025.

Restricted Stock Awards (RSAs)

The total recognized stock-based compensation expense for restricted stock awards was less than $0.1 million and $0.7 million for the three months ended January 31, 2024 and 2023, respectively. As of January 31, 2024, there was no unrecognized stock-based compensation costs related to non-vested RSAs.

A combined summary of restricted stock award activity, related to our 2011 and 2020 Plans, is as follows (in thousands, except for per share amounts):


				Weighted-Average			Aggregate
		Number of Shares		Grant Price			Intrinsic Value
Outstanding at October 31, 2023		29		$	35.24
Vested		(28)		$	35.14
Outstanding at January 31, 2024		1		$	41.39		$	12

Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs)

On November 1, 2023, each of our 8 directors were granted 4,929 RSUs (for a total of 39,432 RSUs) at a price of $24.35 that will vest November 1, 2024.

The total recognized stock-based compensation expense for RSUs was $0.5 million for the three months ended January 31, 2024 and 2023, respectively. As of January 31, 2024, there was $1.7 million of unrecognized stock-based compensation costs related to non-vested RSUs, which the Company expects to recognize over a weighted-average period of 1.1 years.

A summary of RSU activity, related to our 2020 Plan, is as follows (in thousands, except for per share amounts):


		Number of Shares		Weighted-Average			Aggregate
		Represented		Grant Price			Intrinsic Value
Outstanding at October 31, 2023		51		$	35.36
Granted		39		$	24.35
Vested		(17)		$	34.24
Forfeited		(1)		$	34.51
Outstanding at January 31, 2024		72		$	29.35		$	1,869

At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of the specified performance targets. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned will be recognized as an adjustment in the period of the adjustment. As of January 31, 2024, the Company still believes that it is not probable that any of the PRSUs for the 2023 and 2022 three-year cumulative performance grant would vest. Therefore, there is no unrecognized stock-based compensation costs related to non-vested PRSUs.

Stock Options

Stock options are granted with exercise prices of not less than the fair market value at grant date, generally vest over one to five years and generally expire two to five years after the vest date. We settle stock option exercises with newly issued shares of common stock.

We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. We measure the fair value of our stock-based compensation awards on the date of grant.

There was no stock option activity for the three months ended January 31, 2024. A summary of stock option activity, related to our 2011 and 2020 Plans, is as follows (in thousands, except for weighted-average exercise price):


				Weighted-Average			Aggregate
				Exercise			Intrinsic
		Number of Shares		Price			Value
Outstanding at October 31, 2023		525		$	25.44
Outstanding at January 31, 2024		525		$	25.44		$	850
Exercisable at January 31, 2024		19		$	48.48		$	—

The total stock-based compensation expense for options was $0.4 million for the three months ended January 31, 2024. As of January 31, 2024, there was $0.2 million of unrecognized stock-based compensation costs related to non-vested options, which the Company expects to recognize over a weighted-average remaining period of 0.2 years.