CDZIP Cadiz Inc

 

United States

Securities and Exchange Commission

 

Washington, D. C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): 

September 16, 2024

 

Cadiz Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		333-280136		77-0313235
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

550 S. Hope Street, Suite 2850 Los Angeles, California		90071
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (213) 271-1600

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CDZI		The NASDAQ Global Market
Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)		CDZIP		The NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Appointment of Cathryn R. Rivera as Chief Operating Officer

 

Effective September 16, 2024, Ms. Cathryn R. Rivera (54) was appointed as the Chief Operating Officer of Cadiz Inc. (the “Company”).

 

A highly skilled senior leader with extensive experience in large, complex organizations, Ms. Rivera served four governors from both parties over 25 years in the operations center of California government. From 2019 to 2024, Ms. Rivera served as Appointments Secretary for California Governor Gavin Newsom, responsible for finding the right people with the right skills for over 3,000 positions governing the 5^th largest economy in the world. Throughout her tenure at the heart of California’s governance, Ms. Rivera was tapped by Governors to interface with businesses and industry leaders to address complex challenges, often in a crisis. Most recently, Ms. Rivera established two new independent Offices, within the executive branch, including the Governor’s Office of Land Use and Climate Innovation, to ensure efforts and actions directed by Executive Order would continue beyond the governor’s tenure. Before joining the Newsom Administration, Ms. Rivera served as a Board Member on the Agricultural Labor Relations Board, at the nexus of a critical workforce and the $57 billion agricultural industry. In this role, Ms. Rivera helped develop a level playing field for farmworkers and a regulatory framework for mandatory mediation that survived a decade of legal challenges, including at the Supreme Court of the United States. From 1999 to 2002, Ms. Rivera was the Chief Deputy Cabinet Secretary for Governor Gray Davis, serving as the Governor’s key liaison to state agencies, departments, and boards. In that role, Ms. Rivera was responsible for the development and implementation of administration policies for the largest, most complex government agencies including the Health and Human Services Agency, Department of Corrections and Rehabilitation, and Department of Food and Agriculture. Previously, Ms. Rivera served on the Board of Directors for Planned Parenthood Mar Monte, the largest affiliate of the national organization overseeing a $100 million budget with 35 health centers in 42 counties across California and Nevada. Ms. Rivera held positions as Treasurer, Vice-Chair and Chair during her tenure on the board. Ms. Rivera received a B.S. in Business Management from Arizona State University and her law degree from the University of California, Berkeley.

 

There are no arrangements or understandings between Ms. Rivera and any other person pursuant to which Ms. Rivera was appointed to serve as Chief Operating Officer of the Company, and there is no family relationship between Ms. Rivera and any of the Company’s other directors or executive officers. There are also no related party transactions between Ms. Rivera and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K.

 

Employment Agreement with Ms. Rivera

 

On September 16, 2024, in connection with Ms. Rivera’s appointment as Chief Operating Officer of the Company, she entered into an employment agreement with the Company, effective as of September 16, 2024 (the “Effective Date”).

 

Employment Term and Position. The term of Ms. Rivera’s employment will begin on the Effective Date and continue until terminated in accordance with the termination provisions in the agreement. During her term of employment, Ms. Rivera will serve as Chief Operating Officer of the Company.

 

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to her employment agreement, Ms. Rivera will receive a base salary of $275,000. Additionally, she will be eligible for an annual cash bonus of up to 100% of her base salary, based on performance metrics and other terms determined at the Board’s discretion. As of the Effective Date, Ms. Rivera shall be granted (a) 137,500 restricted stock units (“RSUs”) vesting in quarterly installments over three years, with accelerated vesting upon the earlier of (i) a change in control or (ii) the termination of the agreement (x) by Ms. Rivera due to a material breach of the agreement by the Company, (y) by the Company without cause, or (z) as a result of Ms. Rivera’s death or disability, and (b) 137,500 RSUs that will vest based on milestone achievements described in the agreement, subject to such milestones being completed no later than the fifth anniversary of the Effective Date. Ms. Rivera will also be entitled to other employee benefits, including paid vacation in accordance with Company policies and reimbursement of reasonable business expenses.

 

 

Severance. The employment agreement for Ms. Rivera provides that (i) if Ms. Rivera is terminated by the Company without cause or if she resigns due to a material breach of the agreement by the Company, the Company is obligated to pay her base salary and continue benefits for 180 days following the effective date of termination; (ii) if Ms. Rivera dies or becomes disabled, she or her estate will be entitled to receive her base salary for 180 days; and (iii) if Ms. Rivera is terminated by the Company concurrently with or following a change in control, the Company is obligated to pay her base salary and continuation of benefits for 12 months following the effective date of termination.

 

The description of the employment agreement with Ms. Rivera is qualified in its entirety by reference to the complete text of the agreement, which has been filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On September 19, 2024, the Company issued a press release regarding the appointment of Ms. Rivera. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1		Employment Agreement between Cadiz Inc. and Cathryn Rivera dated as of September 16, 2024.
99.1		Press Release dated September 19, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Cadiz Inc.
	By:	/s/ Susan Kennedy
		Susan Kennedy
		Chief Executive Officer

 

Date: September 19, 2024

 

 

3

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 16, 2024 (the “Effective Date”), by and between Cadiz Inc., a Delaware corporation (the “Company”) and Cathryn R. Rivera, an individual (“Rivera”).

 

WHEREAS, Rivera has been appointed to serve as the Chief Operating Officer of the Company effective Sept 16, 2024, with the duties and responsibilities as determined by the Chief Executive Officer as Chair of the Board of Directors of the Company;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Rivera (collectively, the “Parties”) agree as follows:

 

1.  TERM OF EMPLOYMENT.  The terms and conditions of Rivera’s employment under this Agreement shall be effective as of the Effective Date and shall continue until terminated in accordance with the termination provisions of Section 6 below.

 

2.  DUTIES.  Rivera shall be employed as the Chief Operating Officer of the Company (“COO”).  Rivera’s duties and responsibilities as COO shall relate, generally, to those ordinarily performed by the chief operating officer of a publicly traded corporation. Rivera shall report to, and take direction from, the Chief Executive Officer and Board of Directors of the Company. Rivera further consents to serve in further capacities as an officer and/or director of the Company or any subsidiary or affiliate of the Company without any additional salary or compensation.  Rivera’s base of operations shall be at the corporate headquarters office of the Company in Los Angeles, California, unless changed by mutual agreement.  However, Rivera shall also render services at such other sites as necessary from time to time to properly perform her duties.

 

3.  NECESSARY SERVICES.

 

a. Performance of Duties.  Rivera agrees that she will at all times faithfully, industriously and to the best of her ability, experience and talents, perform to the reasonable satisfaction of the Company all of the duties that may be assigned to her hereunder and shall devote such time to the performance of these duties as may be necessary therefor.  Provided that Rivera otherwise performs her duties in a satisfactory manner, nothing herein shall preclude Rivera from spending a reasonable amount of time in the pursuit of other business opportunities, the management of her personal investments or with any charitable or civic venture with which Rivera may be involved as long as such activities do not result in any conflicts with respect to Rivera’s duties to the Company hereunder, or violate any conflicts of interest policy which may be maintained from time to time by the Company.

 

b.  Exclusive Services.  Rivera agrees that during the period of her employment hereunder, Rivera shall, subject to subsection (a), above, provide services exclusively pursuant to this Agreement, and Rivera will not, without the prior written consent of the Company (which consent may not be unreasonably withheld), directly or indirectly:

 

(i)  engage in the business of, or own or control any interest in (except as a passive investor owning less than 10% of the equity securities of a publicly held company), or act as director, officer of employee of, or consultant to, any individual, partnership, joint venture, corporation or other business entity, directly or indirectly engaged anywhere in the United States, its possessions or territories, in any business competitive with the business then being carried on by the Company or any affiliate;

 

(ii)  plan or organize any business activity competitive with the business or planned business of the Company or its affiliates, or combine, participate, or conspire with other employees of the Company or its affiliates or other persons or entities for the purpose of organizing any such competitive business activity; or

 

(iii) divert or take away, or attempt to divert or take away, any of the customers or potential customers of the Company or its affiliates, either for herself or for any other person, firm, partnership, corporation or other business entity.

 

 

4.  BASE COMPENSATION.  Subject to such deductions as the Company may from time to time be required to make pursuant to law, governmental regulation or order, the Company agrees to pay to Rivera a base cash salary of $275,000 per annum, commencing as of the Effective Date.  Payments of base salary shall be made in accordance with the normal payroll practices of the Company.

 

5. OTHER COMPENSATION. In addition to the base compensation set forth in Section 4 above, the Company agrees to provide additional compensation (“Other Compensation”) to Rivera as follows:

 

a.  Discretionary Annual Bonus.  Each year during the term of this Agreement, the Board shall make a good faith evaluation of the performance of the Company’s executive management during such year, Rivera will be eligible to receive a cash bonus with a target equal to 100% of Rivera’s base salary, calculated with reference to performance metrics/goals established from time to time by the Board, and upon such other terms and conditions as shall be determined at the discretion of the Board

 

b.  Equity Based Compensation.

 

i.

RSU Grants – Quarterly Vesting. As of the Effective Date the Company shall grant to Rivera 137,500 restricted stock units (“RSU’s”) pursuant to the 2019 Plan. The RSU’s shall vest (a) in eleven equal installments of 11,450 on the final day of every quarter beginning on September 30, 2024, and (b) one final quarterly installment of 11,550 vesting on June 30, 2027, subject in all cases to Rivera’s continuing employment as of each such vesting date. Notwithstanding such vesting schedule, all outstanding but as yet unvested RSU’s provided for in this subsection (a) shall accelerate and immediately vest on the first to occur of (x) a Change in Control (as defined in the 2019 Plan) or (y) the date of the termination of this agreement (i) by Rivera pursuant to Section 6(a)(iv) below, (ii) by the Company without Cause pursuant to Section 6(a)(v) below or (iii) as a result of Rivera’s death or Disability pursuant to Section 6(a)(i) below. All vested RSU’s (whether vesting ratably or by acceleration) shall be distributed to Rivera in shares of the Company’s stock immediately upon vesting unless otherwise agreed to in writing.

 

ii.

RSU Grants – Milestone Shares. As of the Effective Date the Company shall grant to Rivera an aggregate of 137,500 restricted stock units (“RSU’s”) pursuant to the 2019 Plan. The RSU’s shall vest as a performance goal based milestone award once the following events (each, a “Milestone Event”) have occurred, subject to Rivera’s employment as of each such vesting date and provided, in each case, that the Milestone Event shall have occurred not later than the 5th anniversary of the Effective Date:

 

a.

25,000 RSUs upon closing a minimum of $200 million in equity capital for project finance.

 

b.

12,500 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 35,000 acre-feet per year (“AFY”) of annual water supply to be delivered via the Northern or Southern Pipeline (as defined in the 2023 10-K);

 

c.

25,000 RSUs upon the Binding and Unappealable issuance of a Federal Land Policy and Management Act (“FLPMA”) right of way permit (“ROW”) authorizing the conveyance of water across Federal lands through the Northern Pipeline;

 

d.

25,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 AFY of annual water supply to be delivered via the Southern Pipeline;

 

e.

25,000 RSUs upon the Binding and Unappealable completion of any CEQA/National Environmental Policy Act (“NEPA”) review for the storage of imported water at the Cadiz Property; and

 

f.

25,000 RSUs for first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline.

 

 

For purposes hereof, “Binding and Unappealable” shall mean written approval from the applicable lead agency in permitting process and there are no remaining legal challenges available to overturn approval.

 

The determination as to whether and when a Milestone Event has occurred shall be made by the Committee then administering the 2019 Plan pursuant to its discretionary authority under the 2019 Plan, acting reasonably and in good faith. Notwithstanding the above, the 137,500 RSU’s provided for in this subsection (b) (hereinafter, the “Milestone Shares”) shall accelerate and immediately vest (i) upon a Change in Control (as defined in the 2019 Plan); (ii) the date of the termination of this agreement (i) by Rivera pursuant to Section 6(a)(iv), (ii) by the Company without Cause pursuant to Section 6(a)(v) below. All vested Milestone Shares (whether vesting upon the Milestone Event or by acceleration) shall be distributed to Rivera in shares of the Company’s stock immediately upon vesting unless otherwise agreed to in writing

 

c.  Fringe Benefits. In addition to the compensation set forth above, Rivera shall be entitled to the following benefits:

 

i.  Four (4) weeks paid annual vacation, provided that no more than two weeks are to be taken consecutively;

 

ii.  Sick leave and personal leave with pay in accordance with the prevailing policies of the Company;

 

iii.  Medical coverage under the group medical insurance plan of the Company (or COBRA coverage, at the election of Rivera);

 

iv.  Participation in any pension, profit-sharing, 401(k), or deferred compensation plan maintained by the Company for the general benefit of its employees;

 

v.  Participation in any other benefit plan maintained by the Company for the general benefit of its employees; and

 

vi.  Any other benefits not specifically set forth herein as may be granted by the Company in its sole and absolute discretion.

 

d.  Deduction and Reimbursement.  Rivera hereby agrees that the Company may deduct and withhold from the compensation payable to Rivera hereunder any amounts of money required to be deducted or withheld by the Company under the provisions of any and all applicable local, state or federal statutes or regulations or any amendments thereto hereafter enacted requiring the withholding or deducting of compensation.

 

6.  TERMINATION.  This Agreement continue in full force and effect unless and until terminated as provided in this Section.

 

a.  Termination Events.  This Agreement shall terminate:

 

i.  Upon the death or Disability of Rivera, “Disability” having the definition set forth in the 2019 Plan.

 

ii.  At the election of the Company, upon a Change in Control  (as defined in the 2019 Plan) or at such time, if any, as the Company ceases to conduct business for any reason whatsoever.

 

iii.  At the election of the Company, upon the dismissal of Rivera by the Company for Cause.  For purposes of this Agreement, “Cause” shall mean any of the following that has a material adverse effect upon the Company or any Subsidiary:

 

(1)  Rivera’s material failure to perform her duties which remains uncured for more than ten (10) days after a written warning (except in the case of a deliberate and bad faith failure to perform her duties, which shall require no warning),

 

(2)  Rivera’s breach of her fiduciary duty to the Company, 

 

 

(3)  Rivera’s indictment (or equivalent) for a felony or other serious crime, or

 

(4)  Rivera’s commission of a wrongful act that would make the continuance of her employment by the Company detrimental to the Company.

 

iv.  At the election of Rivera, upon a material breach by the Company of any term or condition of this Agreement or upon a material change in Rivera’s job title or a material reduction in Rivera’s duties and responsibilities hereunder.

 

v.  At the election of either party, without Cause.

 

b.  Payments Following Termination.  Following termination of this Agreement, whether for any of the reasons specifically set forth above or for any other reason, the Company shall have no obligation to make payments to or bestow benefits upon Rivera after the date of termination except as may be required by law, as described in this subsection (b), and under the 2019 Plan or any successor thereto (to the extent not otherwise provided for in this Agreement). References under this Agreement to Rivera’s termination of employment or the termination of this Agreement shall be deemed to refer to the date upon which Rivera has experienced a “separation from service” within the meaning of Code Section 409A, as defined below:

 

i.  In the event of termination of this Agreement by the Company pursuant to Section 6(a)(i) as the result of Rivera’s death or Disability, Rivera or her estate shall be entitled to receive base compensation as set forth in Section 4 above for a period of 180 days following Rivera’s death or Disability as though Rivera were continuing to provide services to the Company under this Agreement.  Any such payment shall be in addition to, and not in lieu of, any payments made pursuant to any Company provided death or disability benefit plans.

 

ii.  In the event of termination of this Agreement by the Company concurrently with or following a Change in Control pursuant to Section 6(a)(ii) above, Rivera shall be entitled to receive (i) base compensation as set forth in Section 4 above for a period of twelve (12) months following the effective date of termination, as though Rivera were continuing to provide services to the Company under this Agreement, and (ii) for a period of twelve (12) months following the effective date of termination, all Other Compensation as described in Section 5(c) above to the extent that such benefits can then lawfully be made available by the Company (or the Company’s successor in interest) to Rivera.

 

iii.  In the event of termination of this Agreement by the Company for Cause pursuant to Section 6(a)(iii) above, or in the event of termination of this Agreement by Rivera without Cause pursuant to Section 6(a)(v) above, the Company shall have no further liability or obligation to Rivera under this Agreement other than the Company’s obligation to pay base compensation as set forth in Section 4 above and fringe benefits as described in Section 5(c) above, all to the extent that such base compensation or fringe benefits are accrued but unpaid or unissued as of the effective date of termination.

 

iv.  In the event of termination of this Agreement by Rivera pursuant to Section 6(a)(iv) above or by the Company without Cause pursuant to Section (a)(v) above, or in the event of termination of this Agreement by the Company for any reason not specifically set forth above, Rivera shall be entitled to receive (i) base compensation as set forth in Section 4 above for a period of one hundred eighty (180) days following the effective date of termination, as though Rivera were continuing to provide services to the Company under this Agreement, and (ii) for a period of one hundred eighty (180) days following the effective date of termination, all Other Compensation as described in Section 5(c) above to the extent that such benefits can then lawfully be made available by the Company (or the Company’s successor in interest) to Rivera.

 

v.  The termination of this Agreement shall not affect the right of Rivera to exercise any stock option, to purchase securities of the Company, or to receive payments or equity securities under any incentive plans in which Rivera participates, which rights may have vested under the terms of the applicable equity grant or incentive plan prior to the date of termination.

 

 

c. Return of Company’s Property.  If this Agreement is terminated for any reason, the Company may, at its option, require Rivera to vacate her offices prior to the effective date of a termination and to cease all activities on the Company’s behalf.  Rivera agrees that on the termination of this Agreement in any manner, she will immediately deliver to the Company all notebooks, brochures, documents, memoranda, reports, files, books, correspondence, customer lists, or other written or graphical records, and the like, relating to the business or work of the Company, which are or have been in her possession or under her control and which have not been returned to the Company.  Rivera hereby expressly acknowledges that all such materials referenced above are the property of the Company.

 

d. Public Identification.  If this Agreement is terminated for any reason, Rivera shall immediately and forever thereafter cease to hold herself out to any person, firm, partnership, corporation or other entity as an employee, agent, independent contractor or representative of the Company or of any entity owned by, or affiliated with, the Company.

 

e. Timing of Payments Under Certain Circumstances.  With respect to any amount that becomes payable to or for the benefit of Rivera under this Agreement upon Rivera’s Separation from Service (as defined below) for any reason, the provisions of this subsection (e) will apply, notwithstanding any other provision of this Agreement to the contrary.  If the Company determines in good faith that Rivera is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, any Treasury regulations promulgated thereunder and any guidance issued by the Internal Revenue Service relating thereto (collectively, “Code Section 409A”), then to the extent required under Code Section 409A, payment of any amount of deferred compensation that becomes payable to or for the benefit of Rivera upon Separation from Service (other than by reason of the death of Rivera) and that otherwise would be payable during the six-month period following Rivera’s Separation from Service shall be suspended until the lapse of such six-month period (or, if earlier, the date of Rivera’s death).  A “Separation from Service” of Rivera means Rivera’s separation from service, as defined in Code Section 409A, with the Company and all other entities with which the Company would be considered a single employer under Internal Revenue Code Section 414(b) or (c), applying the 80% threshold used in such Internal Revenue Code Sections or any Treasury regulations promulgated thereunder.  Any payment suspended as provided in this subsection (e), unadjusted for interest on such suspended payment, shall be paid to Rivera in a single payment on the first business day following the end of such six-month period or within 30 days following the death of Rivera, as applicable, provided that the death of Rivera during such six-month period shall not cause the acceleration of any amount that otherwise would be payable on any date during such six-month period following the date of Rivera’s death.

 

7.  EXPENSES.  The Company shall reimburse Rivera for all out-of-pocket expenses incurred by Rivera in the performance of her duties hereunder, including, but not limited to, telephone, travel, and office expenses, all subject to such written guidelines and/or requirements for verification as the Company may, in its sole and absolute discretion, establish.

 

8.  CONFIDENTIALITY AND TRADE SECRETS.  For purposes of this Section 8, the term “Company” shall collectively refer to the Company and any affiliate thereof.

 

a.  Confidential Information.  Rivera shall keep in strictest confidence all information relating to the business, affairs, products, customers and suppliers of the Company (collectively hereinafter referred to as “Trade Secrets”), which Rivera has obtained or may acquire in the course of her employment by the Company and which is not otherwise generally known to the public.  Rivera acknowledges that such Trade Secrets are of great value and have been developed and/or acquired at great expense to the Company, and the Company would not enter into this contract of employment and such information would not be made available to Rivera in Rivera’s fiduciary capacity unless the Company were assured that all such information will be used for the exclusive benefit of the Company.  Accordingly, during the term of this Agreement, and at all times thereafter, Rivera shall not publish, communicate, divulge, disclose or use, whether or not for her own benefit, any such information without the prior written consent of the Company.

 

b.  Non-Competition.  Rivera agrees that during the period of her employment, Rivera will not, directly or indirectly, engage in the business of, or own or control any interest in (except as a passive investor owning less than 10% of the equity securities of a publicly held company), or act as a director, officer of employee of, or consultant to, any individual, partnership, joint venture, corporation or other business entity, directly or indirectly engaged in any country in which the Company conducts business (including, without limitation, the United States, its possessions and territories), in any business competitive with the business then being carried on by the Company.

 

 

c.  Client Information.  Rivera hereby specifically agrees that she will not utilize any information concerning the customers, licensees or other clients, partners or affiliates of the Company which Rivera acquires during the term of this Agreement, whether or not the same originated through Rivera’s efforts, for any purpose detrimental to the business of the Company.  Without limitation of the foregoing, Rivera agrees that she shall not at any time interfere with any existing contracts of the Company, and further agrees that she shall not engage in business discussions with any person or entity with whom she or the Company are in negotiations at the time she ceases to be an employee of the Company until after such negotiations have been concluded.

 

d.  Solicitation of Employees.  Rivera acknowledges that important factors in the Company’s business and operations are the loyalty and goodwill of its employees and its customers. Accordingly, Rivera agrees that both during the term of this Agreement and after the expiration or termination of this Agreement she will not enter into, and will not participate in, any plan or arrangement to cause any of the Company’s employees to terminate his employment with the Company or hire any of such employees in connection with business initiated by Rivera or any other person, firm or corporation.  Rivera further agrees that information as to the capabilities of the Company’s employees, their salaries and benefits, and the other terms of their employment is confidential and proprietary to the Company and constitutes its valuable trade secrets.

 

e.  Ongoing Obligation.  The provisions in this Section 8 shall be binding during Rivera’s employment and at all times thereafter, regardless of the circumstances or reasons for termination of this Agreement.  In the event the provisions in this Section 8 are more restrictive than permitted by the laws of the jurisdiction in which enforcement of this provision is sought, such provisions shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

 

9.  REMEDY FOR BREACH.  Rivera acknowledges that the services to be rendered by her hereunder are of a special, unique and extraordinary character, which gives this Agreement a peculiar value to the Company, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and a breach by Rivera of the provisions of this Agreement will cause the Company irreparable injury.  It is, therefore, expressly acknowledged that this Agreement may be enforced by injunction and other equitable remedies, without bond.  Such relief shall not be exclusive, but shall be in addition to any other rights or remedies Company may have for such breach, and Company shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred by reason of any breach of the covenants of this Agreement.  Similarly, the provisions of this Section 9 shall not it any way limit any rights or remedies to which Rivera may be entitled in the event of a breach by the Company of any obligations of the Company arising under this Agreement.

 

10. LITIGATION AND ATTORNEYS FEES.  In the event of any litigation or arbitration between the parties hereto in connection with this Agreement or to enforce any provision or right hereunder, each party to such litigation or arbitration shall pay its own costs and expenses.

 

11.  BOARD ACTIONS.  Any actions required to be taken or determinations to be made by the Board under this Agreement may, at the discretion of the Board, be taken or made by the Compensation Committee or any other duly authorized committee of the Board.

 

12.  ADDITIONAL ACKNOWLEDGMENTS.

 

a.  Rivera understands that the terms of this Agreement may be required to be disclosed in, or filed as an exhibit to, the Company’s annual proxy statement or other reports filed publicly with the U.S. Securities and Exchange Commission. Rivera further acknowledges and agrees that she has a personal obligation to file reports with the U.S. Securities and Exchange Commission disclosing any changes in her beneficial ownership of the Company’s stock, including those arising as a result of this Agreement.

 

b.  Rivera acknowledges and agrees that she has fully read and understands this Agreement, has been advised to and has been given the opportunity to consult with her attorney concerning this Agreement, has been advised that the Company’s attorney has not acted as her attorney concerning this Agreement, has had any questions regarding its effect or the meaning of its terms answered to her satisfaction and, intending to be legally bound hereby, has freely and voluntarily executed this Agreement.

 

 

13.  CLAWBACK POLICY.

 

a. Any amounts payable under this Agreement are subject to any policy or policies (whether in existence as of the effective date of the Agreement or as later adopted) established by the Company providing for clawback or recovery of amounts that paid to Rivera, including the Company’s Clawback and Forfeiture Policy effective October 2, 2023.

 

14.  GENERAL PROVISIONS.

 

a.  The failure of the Company at any time to enforce performance by Rivera of any provisions of this Agreement shall in no way affect the Company’s rights thereafter to enforce the same, nor shall the waiver by the Company of any breach of any provision hereof be held to be a waiver of any other breach of the same or any other provision.

 

b.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company; provided, however, it is understood and agreed that the services to be rendered and the duties to be performed by Rivera hereunder are of a special, unique and personal nature and that it would be difficult or impossible to replace such services; by reason thereof, Rivera may not assign either the benefits or the obligations of this Agreement.

 

c.  Rivera shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

 

d.  This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written agreements and negotiations between the parties.

 

e.  The headings of the several paragraphs in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

 

f.  This Agreement may not be modified except by a written instrument signed by all parties hereto.

 

g.  All clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, such clauses or covenants shall be limited as permitted under applicable law, or, if the same are not susceptible to such limitation, this Agreement shall be interpreted as if such invalid clauses or covenants were not contained herein.

 

h.  This Agreement is made with reference to the laws of the State of California and shall be governed by and construed in accordance therewith.  Any litigation concerning or to enforce the provisions of this Agreement shall be brought in the courts of the State of California.

 

i.  Any controversy or claim arising out of or relating to this Agreement, or breach thereof, may, with the prior consent of both the Company and Rivera, be settled by binding arbitration in Los Angeles, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

 

 

15.  SECTION 409A.

 

a.  This Agreement (and all payments and other benefits provided under this Agreement and provided under any other agreement incorporated by reference) is intended to be exempt from the requirements of Code Section 409A, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to such payments and benefits, the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if Company or Rivera determines that any compensation or benefit payable under this Agreement may be subject to Code Section 409A(a)(1), Company and Rivera, at the request of either but with the written consent of the other, which consent shall not be unreasonably withheld, shall adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions necessary or appropriate to cause the compensation and benefits payable under this Agreement not to be subject to Code Section 409A(a)(1) and to preserve the intended tax treatment of such compensation and benefits. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Code Section 409A. If the period during which Rivera may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the payment of severance will not be made or begin until the later calendar year. 

 

b.  Any reimbursements or in-kind benefits provided under this Agreement that are subject to Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

 

c.  Company shall not make any deductions for money or property that Rivera owes to Company, or offset or otherwise reduce any sums that may be due or become payable to or for the account of Rivera, from amounts that constitute deferred compensation for purposes of Code Section 409A.

 

d.   Rivera’s right to any deferred compensation, as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid tax, penalties and/or interest under Code Section 409A or otherwise.

 

e.   Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Rivera in connection with Rivera’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and Rivera is determined to be a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of Rivera’s “separation from service” (as defined in Code Section 409A) or, if earlier, on Rivera’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Rivera in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. 

 

f.   Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Rivera on account of non-compliance with Code Section 409A.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

	RIVERA
	/s/ Cathryn R. Rivera
	Cathryn R. Rivera

 

	THE COMPANY
	Cadiz Inc.
	By:	/s/ Susan P. Kennedy
		Susan P. Kennedy
		Chief Executive Officer and Chairman
	By:	/s/ Winston Hickox
		Winston Hickox
		Chair, Compensation Committee

 

 

9

 

Exhibit 99.1

 

 

PRESS RELEASE

Date: September 19, 2024

 

Cadiz Inc. Expands Executive Team with Cathryn
Rivera as Chief Operating Officer

 

Rivera brings 25 years of senior management experience as the Company prepares to scale operations.

 

LOS ANGELES, CALIFORNIA (09.19.24) – Cadiz, Inc. (NASDAQ: CDZI / CDZIP) (“Cadiz” or the “Company”), a California water solutions company, announced today the appointment of Cathryn Rivera as Chief Operating Officer (“COO”), effective as of September 16, 2024. The Company began expanding the management team earlier this year with the appointment of CEO Susan Kennedy. As COO, Rivera is expected to lead the Company’s operations in the execution phase of its groundbreaking groundwater banking project and scaling deployment of water treatment technologies to remove constituents such as arsenic, Chromium 6 and “forever chemicals.”

 

Known as a savvy leader with a passion for taking on initiatives that have real world impacts, Rivera served four governors from both parties over 25 years in the operations center of California government.

 

“Cathryn is the eye of the storm,” Cadiz CEO Susan Kennedy said. “Calm. Decisive. Never taking her eyes off the objective. Cathryn’s execution skills are second to none. She’s the best I’ve ever worked with.”

 

“Water is without a doubt the next great challenge for California,” said Rivera. “I believe Cadiz is on the verge of delivering game-changing solutions that will impact millions of lives. This exciting opportunity allows me to draw on 25 years of solving complex problems to help the people and communities I’ve been dedicated to serving all my life.”

 

Rivera served as Appointments Secretary for California Governor Gavin Newsom from 2019 to 2024, finding the right people with the right skills for over 3,000 positions responsible for governing the 5^th largest economy in the world. Upon Rivera’s departure, Governor Newsom noted: “Cathryn has done tremendous work to help build an administration that better reflects Californians’ rich diversity of backgrounds, perspectives and experiences.”

 

Throughout her tenure at the heart of California’s governance, Rivera was tapped by Governors to interface with businesses and industry leaders to address complex challenges, often in a crisis. At the outset of the COVID pandemic she led a team to establish a web-based service within 72 hours to allow the state to acquire COVID supplies for distribution, worked with the California Manufacturing and Technology Association to assist small businesses with converting operations to manufacture protective supplies, and created programs to help essential workers protect themselves and the public on the front lines of the pandemic.

 

Most recently, Rivera established two new independent Offices, within the executive branch, including the Governor’s Office of Land Use and Climate Innovation, to ensure efforts and actions directed by Executive Order would continue beyond the governor’s tenure.

 

 

Before joining the Newsom Administration, Rivera served as a Board Member on the Agricultural Labor Relations Board, at the nexus of a critical workforce and the $57 billion agricultural industry. In this role, Ms. Rivera helped develop a level playing field for farmworkers and a regulatory framework for mandatory mediation that survived a decade of legal challenges, including at the Supreme Court of the United States.

 

From 1999 to 2002 Rivera was the Chief Deputy Cabinet Secretary for Governor Gray Davis, serving as the Governor’s key liaison to state agencies, departments, and boards. In that role, Rivera was responsible for the development and implementation of administration policies for the largest, most complex government agencies including Health and Human Services Agency and Department of Corrections and Rehabilitation and Department of Food and Agriculture.

 

Previously, Rivera served on the Board of Directors for Planned Parenthood Mar Monte, the largest affiliate of the national organization overseeing a $100 million budget with 35 health centers in 42 counties across California and Nevada. Rivera has held positions as Treasurer, Vice-Chair and Chair during her tenure on the board.

 

Rivera received a B.S. in Business Management from Arizona State University, graduating from The Barrett Honors College. She obtained her law degree from the University of California, Berkeley where she was co-editor-in-chief of the La Raza Law Journal.

 

Cadiz, with 45,000 acres of land and water in the Mojave Desert, is developing one of the largest groundwater banking projects in the Southwestern U.S. that is expected to provide water supply and clean water technology to disadvantaged communities in the Colorado River Basin and California’s Inland Empire and desert communities, including Tribes that presently lack access to clean, reliable water.

 

About Cadiz, Inc.

 

Founded in 1983, Cadiz, Inc. (NASDAQ: CDZI) is a California water solutions company dedicated to providing access to clean, reliable and affordable water for people through a unique combination of water supply, storage, pipeline and treatment solutions. With 45,000 acres of land in California, 2.5 million acre-feet of water supply, 220 miles of pipeline assets and the most cost-effective water treatment filtration technology in the industry, Cadiz offers a full suite of solutions to address the impacts of climate change on clean water access. For more information, please visit https://www.cadizinc.com.

 

Contact

 

Courtney Degener

cdegener@cadizinc.com

213-271-1603

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to the Company’s expectation of the benefits to be derived from the appointment of Ms. Rivera as an executive officer of the Company. Although the Company believes that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Factors that could cause actual results or events to differ materially from those reflected in the Company’s forward-looking statements are detailed in the Company’s Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent quarterly and current reports. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

+++

 

 

v3.24.3

Cover	Sep. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 16, 2024
Entity File Number	333-280136
Entity Registrant Name	Cadiz Inc.
Entity Central Index Key	0000727273
Entity Tax Identification Number	77-0313235
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	550 S. Hope Street
Entity Address, Address Line Two	Suite 2850
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90071
City Area Code	213
Local Phone Number	271-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.01 per share
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CDZI
Security Exchange Name	NASDAQ
Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)
Title of 12(b) Security	Depositary Shares
Trading Symbol	CDZIP
Security Exchange Name	NASDAQ

---