Brad Williams

About Brad Williams

Brad Williams, 51, is President of Cadre Holdings; he was appointed COO in March 2017 and promoted to President in 2019. He previously held leadership roles at IDEX Corporation (2010–2017), and positions at Danaher and Ingersoll-Rand; he holds an MBA from Indiana University (Kelley) and MS/BS in Engineering from Virginia Tech . Under his tenure, Cadre reported its highest annual revenue, adjusted EBITDA, gross margin, and adjusted EBITDA margin since inception in 2024; adjusted EBITDA was $104.8M with an 18.5% margin in 2024, and LTM adjusted EBITDA was $115.8M through 9/30/25 . Williams is a key presenter on strategy and M&A execution in investor materials .

Past Roles

External Roles

• No external public company directorships disclosed in company filings for Williams .

Fixed Compensation

Notes:

• New employment agreement dated Jan 24, 2025: base salary $625,000; target annual performance bonus up to 150% of base, payable 50% in stock options and 50% in restricted stock, at Compensation Committee discretion .

Performance Compensation

• 2024 annual cash bonus was discretionary and tied to company achievements (record revenue, adjusted EBITDA, margins; Alpha and ICOR acquisitions). Paid amounts: $1,025,625 (Williams) .
• Equity awards are granted under the 2021 Incentive Plan; 2024 options vest in 3 annual installments starting Mar 18, 2025; 2024 RSUs vest equally over 2025–2027 .

Equity Ownership & Alignment

Vesting Schedules and Potential Selling Pressure

Implication: Multiple annual vesting events in mid-March each year (2025–2028) may create incremental insider selling windows depending on trading plans and blackout periods .

Employment Terms

• Term: Jan 24, 2025 – Jan 24, 2028 (three-year term) .
• Base salary: $625,000 .
• Annual performance bonus: Up to 150% of base; if awarded, paid 50% in stock options and 50% in restricted stock, at Compensation Committee discretion and based on Company and individual performance .
• Severance (no cause): One year base salary paid per normal payroll plus COBRA reimbursement for one year; immediate vesting of all unvested options and restricted stock except the 2021 price-hurdle award, subject to a satisfactory separation and release .
• Change in control: If either party terminates within 30 days post-CoC (other than for cause), lump-sum one year base within five business days, COBRA reimbursement for one year, and immediate vesting of unvested options and restricted stock, with the 2021 price-hurdle award vesting only if the price target is achieved; if requested, up to six months consulting delays payment until consulting ends .
• Clawback: Subject to company compensation recovery (clawback) policy and applicable law .
• Restrictive covenants: Confidentiality; non-compete and non-solicit through the term plus two years thereafter (global scope aligned with business footprint); non-disparagement; invention assignment .
• Section 4999 “cutback” and 409A compliance provisions included .

Compensation Structure Analysis

• Cash vs equity mix: 2024 cash compensation increased with a discretionary bonus ($1.03M) tied to record operating performance and acquisitions; equity grants (options/RSUs) continued with multi-year vesting, maintaining long-term alignment .
• Shift in incentive design (2025): New agreement increases at-risk equity mix by delivering any annual bonus 50% in options and 50% in restricted stock (up to 150% of base), strengthening equity alignment vs prior all-cash bonus .
• Performance metrics: 2024 bonuses were discretionary (committee judgment) rather than formulaic targets, though the CEO’s program references EBITDA target ranges; for Williams, the proxy cites overall results as rationale (record revenue, adjusted EBITDA, margins) .
• Performance stock: A large 200,000-share award requires sustained stock price performance ($40) and service through Nov 8, 2026, reinforcing TSR alignment; no acceleration unless price hurdle is met .

Performance & Track Record

Williams regularly presents on Q3 2025 strategy, M&A execution, and outlook as President, signaling central operational responsibility .

Equity Ownership & Alignment Details (as of Apr 14, 2025)

Employment Terms – Severance/Change-of-Control Economics

Risk Indicators & Red Flags (as disclosed)

• Clawback policy applies to payments/benefits under the 2025 agreement .
• Non-compete and non-solicit provisions of two years post-termination reduce competitive leakage risk .
• No tax gross-ups; excise-tax cutback provision included .
• No pledging by Williams disclosed (contrast: CEO Kanders has pledged shares; not applicable to Williams) .

Say-on-Pay & Shareholder Feedback

• The proxy details compensation program philosophy and NEO pay; specific say‑on‑pay vote outcomes are not disclosed in the cited sections .

Expertise & Qualifications

• Degrees: MBA (Indiana University—Kelley), MS Industrial & Systems Engineering, BS Engineering Science & Mechanics (Virginia Tech) .
• Industry: Significant operating leadership in industrial technologies and safety equipment; prior P&L roles at IDEX; experience at Danaher and Ingersoll-Rand .

Work History & Career Trajectory

Equity Grant Detail (as of 12/31/24 disclosure)

Employment Terms (Contractual Covenants)

• Non-compete, non-solicitation, non-disparagement, and confidentiality obligations, with injunctive remedies and fee-shifting for enforcement .
• Reimbursement/recapture if covenants breached (repayment of severance) .
• 409A structure for timing of deferred compensation and releases .

Investment Implications

• Alignment: New 2025 design pays any annual bonus 50% in options and 50% in restricted stock (up to 150% of base), increasing equity linkage and long-term alignment versus prior all-cash discretionary bonuses .
• Retention: Significant unvested equity (multi‑year RSU and option schedules through 2028, plus a 200,000‑share price‑hurdle award) creates strong retention hooks; vesting clusters each March could drive periodic insider liquidity events .
• Pay-for-performance: 2024 bonuses were discretionary but grounded in record operating results; the large price‑hurdle grant directly ties value to sustained TSR performance .
• Change‑of‑control: Economics are modest (1x salary and COBRA), with immediate vesting (subject to price‑hurdle condition), and potential consulting period—supportive of continuity without excessive parachute risk .
• Operating execution: Under Williams’ leadership, Cadre delivered 2024 record metrics and strong LTM adjusted EBITDA into 2025, supporting the credibility of performance-driven awards .