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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cadiz Inc | NASDAQ:CDZI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.02 | 0.88% | 2.28 | 2.17 | 2.34 | 2.31 | 2.24 | 2.26 | 161,800 | 23:00:00 |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how is was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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By Order of the Board of Directors
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Timothy J. Shaheen
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Secretary
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Page | |
1
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Record Date, Voting Securities and Quorum
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1
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Revocability of Proxies
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2
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Cost of Solicitation
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2
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3
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4
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8
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Director Independence
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8
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Independence of Committee Members
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8
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Communications with the Board of Directors
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9
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Meetings and Committees of the Board of Directors
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9
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11
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12
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Overview
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12
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Compensation Philosophy
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13
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Elements of Compensation
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13
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Use of Peer Group
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14
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Benchmarking
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15
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Performance Objectives
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15
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Elements of 2017 Compensation
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15
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Severance and Change in Control Provisions
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16
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Tax and Accounting Considerations
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16
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17
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18
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Summary Compensation Table
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18
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Grants of Plan-Based Awards
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18
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Outstanding Equity Awards at Fiscal Year-End
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18
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Option Exercises and Stock Vested
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19
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Pension Benefits
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19
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Nonqualified Deferred Compensation
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19
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20
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21
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23
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23
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23
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23
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25
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28
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28
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30
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30
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30
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32
33
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34
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34
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34
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·
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Scott Slater, President and Chief Executive Officer
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·
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Timothy Shaheen, Chief Financial Officer
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·
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Keith Brackpool, Chairman of the Board
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·
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Negotiated over several months
a strategic transaction with funds affiliated with Apollo Global Management to initiate financial arrangements for the construction and implementation of the Company's Cadiz Valley Water Conservation, Recovery & Storage Project ("Water Project" or the "Project"). In furtherance of the strategic transaction, funds managed by affiliates of Apollo and the Company executed a series of agreements that replaced and refinanced our senior secured mortgage debt and provided $15M of new senior debt to fund immediate construction related expenditures. Apollo Funds also executed a conditional commitment letter to fund up to $240M in construction finance expenditures for the Water Project, subject to the satisfaction of conditions precedent. The conditional commitment for up to $240M was intended to provide the additional resources necessary to complete the construction of Phase I of the Water Project.
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·
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Lead
efforts to support the withdrawal and replacement of a controversial 2015 evaluation of the Water Project by the U.S. Bureau of Land Management ("BLM"), which had found that the Water Project's proposed use of a portion of an existing railroad right-of-way for construction of its water conveyance pipeline was outside the right-of-way's scope. In July the federal appropriations bill was adopted for the first time in eight years without a budget rider annually authored by Senator Dianne Feinstein (D-CA) that sought to require a unique certification of the Water Project by the U.S. Department of the Interior and also blocked BLM from spending any funds on permitting of the Water Project. In October, BLM issued a letter ("BLM Letter") to the Company finding that the Water Project's proposed use of the existing Arizona & California Railroad ("ARZC") Company's right-of-way to construct a pipeline and related railroad improvements "furthers railroad purposes" and concluding that the Project is within the scope of the original right-of-way grant. The BLM Letter also formally rescinded the agency's October 2015 evaluation of the Project's proposed use of the ARZC right-of-way. Following the receipt of the BLM Letter, the Project required no further federal permits or authorizations to construct within the ARZC railroad right-of-way.
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·
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Evaluating the performance of the Company's executive officers;
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·
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Reviewing and approving the total compensation and benefits of the Company's executive officers, including cash compensation and long-term incentive compensation; and
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·
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Reviewing guidelines and standards regarding the Company's compensation practices and philosophy.
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·
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SALARY. Base salaries for the Company's named executives are determined by the Compensation Committee depending on a variety of factors including the scope of their responsibilities, their leadership skills and values, their performance and length of service. Salaries for our named executive officers are intended to create a minimum level of compensation that is competitive with other companies deemed comparable, depending on the prior experience and position of the executive. Salaries are typically paid in cash, but could also be paid with restricted stock awards. Decisions regarding salary increases are affected by the named executive's current salary and the amounts paid to their peers within and outside the Company.
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·
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LONG-TERM INCENTIVES. The primary form of incentive compensation that is offered to the Company's executives consists of long-term incentives in the form of equity awards. The use of such long-term incentives is intended to focus and align goals of Company executives with those of stockholders and creates a direct interest in the results of operations, long-term performance and achievement of the Company's long-term goals.
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·
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PERFORMANCE BASED CASH AWARDS. The Compensation Committee believes that it is sometimes important to offer cash incentives to executives for the achievement of specified objectives that yield increased value for stockholders and will utilize performance based cash awards from time to time to provide additional incentives.
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·
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BENEFITS. The Compensation Committee also incorporates retirement, insurance, termination and severance benefits in the compensation program for executive officers. These benefits are offered to retain top executives, maintain their health and wellness and remain competitive in the industry. The retirement and insurance benefits are consistent with those benefits offered more broadly to the Company's employees.
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·
Alico, Inc.
·
Forestar Group, Inc.
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·
Limoneira Company
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·
PICO Holdings, Inc.
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·
Taylor Morrison, Inc.
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·
Tejon Ranch Co.
·
Pure Cycle Corp.
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THE COMPENSATION COMMITTEE
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Murray H. Hutchison, Chairman
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John A. Bohn
Stephen E. Courter
Geoffrey Grant
Winston H. Hickox
Raymond J. Pacini
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Name and Principal
Position
(1)
|
Year
|
Salary
($) |
Bonus
($) |
Stock Awards (2) ($) |
Option
Awards (2) ($) |
All Other
Compensation (3) ($) |
Total
($) |
Scott Slater
President and current Principal Executive Officer
(4)
|
2017
2016
2015
|
300,000
300,000
300,000
|
300,000
-
-
|
-
-
-
|
-
-
-
|
-
-
- |
600,000
300,000
300,000
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Timothy J. Shaheen
Principal Financial Officer and Secretary
|
2017
2016
2015
|
350,000
200,000
200,000
|
300,000
200,000
-
|
851,500
59,934
213,720
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-
-
-
|
12,336
9,271
8,821
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1,513,836
469,205
422,541
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Keith Brackpool
Chairman and former Principal Executive Officer
|
2017
2016
2015
|
275,000
35,000
35,000 |
300,000
-
- |
851,500
95,895
341,952
|
-
-
-
|
47,260
42,943 39,424 |
1,473,760
173,838
416,376
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(1)
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The executive officers listed in the Summary Compensation Table above were the Company's only executive officers during the year ended December 31, 2017.
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(2)
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This column discloses the dollar amount of compensation cost recognized for the respective fiscal year in accordance with FASB ASC Topic 718. The assumptions used for determining the value of stock awards and options are set forth in the relevant Cadiz Inc. Annual Report to Stockholders in Note 9 to the Consolidated Financial Statements, "Stock-Based Compensation Plans and Warrants". All Stock Awards listed were approved by Stockholders as part of the 2014 Equity Incentive Plan and became fully vested and were issued in 2017.
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(3)
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All Other Compensation includes a 401k match that is generally available to all employees. Messrs. Brackpool and Shaheen each received $10,800 in 401k matching contributions in 2017. In 2017, Mr. Brackpool's Other Compensation also includes $36,460 of company paid expenses related to a leased automobile. Mr. Shaheen's Other Compensation for 2017 includes $1,536 in a car allowance. The value of perquisites for Mr. Slater was less than $10,000, and thus no amount relating to perquisites is included in the Summary Compensation Table.
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(4)
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Mr. Slater was appointed President of the Company on April 12, 2011, replacing Mr. Brackpool in this position. Effective February 1, 2013,
Mr. Slater assumed the additional role of Chief Executive Officer, replacing Mr. Brackpool in this position. Mr. Brackpool remains as Chairman of the Board of Directors.
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Option Awards
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Stock Awards
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Name
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Securities
Underlying Unexercised Options (#) Exercisable |
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Securities
Underlying Unexercised Options (#) Unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) |
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Equity Incentive Plan Awards: Marked or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
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Scott Slater
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100,000
(1)
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-
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12.51
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4/12/21
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-
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-
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Timothy J. Shaheen
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100,000
(1)
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-
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11.50
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1/14/20
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-
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-
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Keith Brackpool
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200,000
(1)
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-
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11.50
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1/14/20
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-
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-
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(1)
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Options granted by the Company under the 2009 Equity Incentive Plan.
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Option Awards
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Stock Awards
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Name
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Shares Acquired
on Exercise (#)
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Value Realized
on Exercise ($)
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Shares Acquired
on Vesting (#)
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Value Realized
on Vesting ($)
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Scott Slater
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-
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-
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-
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-
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Timothy J. Shaheen
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-
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-
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100,000
(1)
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851,500
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Keith Brackpool
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-
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-
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100,000
(1)
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851,500
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Name
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Benefit
|
Termination without
Cause or
Resignation upon Company Material Breach ($) |
Death or
Disability ($) |
Termination
Following Change of Control ($) |
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Scott Slater
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Salary
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-
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-
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-
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Bonus |
-
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-
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-
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Equity Acceleration |
-
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-
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-
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Benefits Continuation (1) |
-
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-
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-
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Total Value |
-
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-
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-
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|||||||||
Timothy J. Shaheen
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Salary
|
175,000
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175,000
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350,000
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|||||||||
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Bonus |
-
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-
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-
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|||||||||
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Equity Acceleration |
-
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-
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-
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|||||||||
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Benefits Continuation (1) |
23,062
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-
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46,123
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Total Value |
198,062
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175,000
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396,123
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|||||||||
Keith Brackpool
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Salary
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275,000
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550,000
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550,000
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|||||||||
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Bonus |
-
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-
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-
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|||||||||
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Equity Acceleration |
-
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-
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-
|
|||||||||
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Benefits Continuation (1) |
68,414
|
-
|
136,828
|
|||||||||
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Total Value |
343,414
|
550,000
|
686,828
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(1)
|
The benefits continuation amounts include car allowances, 401(k) matching benefits and paid vacation.
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Name
|
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Fees Earned
or Paid in Cash ($)
|
|
Stock
Awards ($)
(1)
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Option
Awards ($) (2) |
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Total ($)
|
Stephen E. Courter
|
30,000
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20,000
|
-
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50,000
|
||||
Geoffrey Grant
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-
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50,000
|
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-
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50,000
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Winston H. Hickox
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7,500
|
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42,500
|
|
-
|
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50,000
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Murray H. Hutchison
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|
-
|
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50,000
|
|
-
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50,000
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Richard Nevins
|
-
|
50,000
|
-
|
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50,000
|
|||
Raymond J. Pacini
|
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30,000
|
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20,000
|
|
-
|
|
50,000
|
(1)
|
This column discloses the dollar amount of compensation cost recognized in 2017 based on the fair value at grant date in accordance with FASB ASC Topic 718. These awards were valued at the market value of the underlying stock on the date of grant in accordance with FASB ASC Topic 718.
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(2)
|
Directors of the Company do not receive stock option awards.
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Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
Equity compensation plans approved by stockholders
|
507,500
(1)
|
|
$11.66
|
|
69,052
(2)
|
|
|
|
|
|
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Total
|
507,500
|
|
$11.66
|
|
69,052
|
(1)
|
Represents 507,500 options outstanding under the Company's 2009 Equity Incentive Plan as of December 31, 2017.
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(2)
|
Represents 69,052 securities issuable under the Company's 2014 Equity Incentive Plan as of December 31, 2017.
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Mr. Scott Slater (CEO) total annual compensation
|
|
$
|
600,000
|
|
|
|
|
|
|
Median Employee total annual compensation
|
|
$
|
142,972
|
|
|
|
|
|
|
Ratio of CEO to Median Employee total annual compensation
|
|
4.20:1.00
|
|
Name and Address
|
Amount and Nature of
Beneficial Ownership
|
Percent
of Class
|
|
|
|
LC Capital Master Fund, Ltd.
LC Capital Partners LP
LC Capital Advisors LLC
LC Offshore Fund, Ltd.
Lampe, Conway & Co., LLC
Steven G. Lampe
Richard F. Conway
c/o Lampe, Conway & Co., LLC
680 Fifth Avenue, 12th Floor
New York, NY 10019-5429
|
6,790,933
(1)
|
22.38%
|
|
|
|
Water Asset Management LLC
TRF Master Fund (Cayman) LP
Disque D. Deane, Jr.
Matthew J. Diserio
Marc Robert
509 Madison Avenue
Suite 804
New York, NY 10022
|
2,966,162
(2)
|
12.13%
|
|
|
|
Nokomis Capital, L.L.C.
Brett Hendrickson
2305 Cedar Springs Road, Suite 420
Dallas, TX 75201
|
2,715,000
(3)
|
9.99%
|
BlackRock Inc.
BlackRock Advisors, LLC BlackRock Asset Management Canada Ltd. BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc.
BlackRock Investment Management, LLC
55 East 52nd Street
New York, NY 10055 |
1,462,786
(4)
|
5.98%
|
|
|
|
Keith Brackpool
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
370,000
(5)
|
1.5%
|
Timothy J. Shaheen
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
194,500
(6)
|
*
|
Geoffrey Grant
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
164,730
(7)
|
*
|
|
|
|
Scott S. Slater
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
109,000
(8)
|
*
|
|
|
|
Winston H. Hickox
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
105,765
(9)
|
*
|
|
|
|
Murray Hutchison
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
49,942
|
*
|
|
|
|
Raymond J. Pacini
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
26,676
|
*
|
|
|
|
Stephen Courter
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
23,948
|
*
|
Richard Nevins
c/o o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
9,901
|
*
|
Jeffrey Brown
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
2,207
|
*
|
John A. Bohn
c/o 550 S. Hope St., Suite 2850
Los Angeles, CA 90071
|
893
|
*
|
All Directors and officers as a group
(nine individuals)
|
1,057,562
(5)(6)(7)(8)(9)
|
4.25%
|
* |
Represents less than one percent of the
24,456,062
outstanding shares of common stock of the Company as of October 10, 2018.
|
(1.)
|
Based upon Form 13D/A filed on December 14, 2015 with the SEC by LC Capital Master Fund Ltd. ("Master Fund"), information provided by Master Fund and the Company's corporate records, Master Fund and affiliates beneficially own a total of 6,790,933 shares of the Company's common stock as of October 10, 2018.
Includes 759,492 shares of common stock presently outstanding.
Includes 145,508 shares of common stock presently outstanding and held by Steven G. Lampe over which he has sole voting and dispositive power, but for which Master Fund disclaims beneficial ownership.
|
Includes 5,818,431 shares of common stock issuable upon conversion of $39,274,448 in Convertible Notes at a conversion rate of $6.75 per share as of October 10, 2018 and 67,502 shares of common stock issuable upon conversion of interest that will have accrued within 60 days of October 10, 2018.
These securities, except for the common stock owned solely by Steven G. Lampe, are owned by Master Fund and may also be deemed to be beneficially owned by the named persons below by virtue of the following relationships: (i) LC Capital Partners, LP ("Partners") and LC Offshore Fund, Ltd. ("Offshore Fund") beneficially own 100% of the outstanding shares of Master Fund; (ii) LC Capital Advisors LLC ("Advisors") is the sole general partner of Partners; (iii) Lampe, Conway & Co., LLC ("LC&C") is investment manager to Master Fund, Partners, and Offshore Fund pursuant to certain investment management agreements and shares voting and dispositive power over the securities; and (iv) Steven G. Lampe and Richard F. Conway are the sole managing members of each of Advisors and LC&C and therefore, have indirect voting and dispositive power over securities held by Master Fund. Each of the persons named above, other than Master Fund, specifically disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, if any.
Master Fund and/or its affiliates have designated Mr. Stephen E. Courter and Mr. Richard Nevins, directors of the Company, as their designees on our Board of Directors.
|
|
(2.)
|
Based upon Schedule 13D filed on March 26, 2018 with the SEC, Form 13F-HR filed on August 14, 2018, information provided by Water Asset Management LLC ("WAM") and the Company's corporate records, WAM and TRF Master Fund (Cayman) LP (together WAM-TRF) beneficially own 2,966,162 shares of the Company's common stock presently outstanding. Does not include 280,375 shares of common stock issuable upon conversion of $ 1,892,530 in Convertible Notes owned by WAM-TRF at a conversion rate of $6.75 per share as of October 10, 2018, plus 3,253 shares of common stock issuable upon conversion of interest that will have accrued within 60 days of October 10, 2018, but which may not currently be issued because WAM-TRF is prohibited from converting Convertible Notes to obtain ownership in excess of 9.99% of the Company's outstanding Common Stock.
Disque D. Deane, Jr., Matthew J. Diserio and Marc Robert are the managing members of WAM and Limited Partners in TRF.
WAM and/or its affiliates have designated Mr. Jeffrey Brown and Mr. John Bohn, directors of the Company, as their designees on our Board of Directors.
|
|
|
(3.)
|
Based upon a Schedule 13G/A filed on February 13, 2018 with the SEC, information provided by Nokomis Capital, L.L.C. ("Nokomis Capital") and the Company's corporate records, Nokomis Capital owns or controls 3,076,210 shares of common stock , of which only 2,715,000 are issuable as of October 10, 2018 upon conversion of $18,326,268 in Convertible Notes at a conversion rate of $6.75 per share and included in the calculation of beneficial ownership.
Does not include 361,210 shares of common stock otherwise issuable to Nokomis Capital upon conversion of $2,438,170 in Convertible Notes held as of October 10, 2018 plus 35,689 shares of common stock issuable upon conversion of interest that will have accrued within 60 days of October 10, 2018, but which may not currently be issued because Nokomis Capital is
prohibited from converting Convertible Notes to obtain ownership in excess of 9.99% of the Company's outstanding Common Stock.
Nokomis Capital purchased the Convertible Notes through the accounts of certain private funds and managed accounts (collectively, the "Nokomis Accounts"). Nokomis Capital serves as the investment manager to the Nokomis Accounts and may direct the vote and dispose of the shares held by the Nokomis Accounts. Mr. Brett Hendrickson is the principal of Nokomis Capital and may direct the vote and disposition of the shares held by the Nokomis Accounts.
|
(4.)
|
Based upon a Form 13F-HR filed on August 9, 2018, BlackRock, Inc. and affiliates own 1,462,786 shares of the Company's stock. Blackrock filings with the SEC indicate that various persons control its ownership of the Company's common stock and no one person at Blackrock has control of more than five percent of the total common stock shares outstanding.
|
|
|
(5.)
|
Includes 200,000 shares underlying presently exercisable options.
|
|
|
(6.)
|
Includes 100,000 shares underlying presently exercisable options.
|
(7.) |
Includes 30,500 shares held in five separate trusts, each holding 6,100 shares for the benefit of Mr. Grant's children. The trustee of these trusts is not a member of the Reporting Person's immediate family. Mr. Grant disclaims beneficial ownership of the shares held by these trusts.
|
(8.) | Includes 100,000 shares underlying presently exercisable options. |
(9.) | Includes 35,000 shares held by Mr. Hickox's spouse. |
|
THE AUDIT COMMITTEE
|
|
|
|
Raymond J. Pacini, Chairman
|
|
Jeffrey J. Brown
|
|
Stephen E. Courter
|
|
Winston H. Hickox
|
|
By Order of the Board of Directors
|
1 Year Cadiz Chart |
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