Deborah A. DeCotis

About Deborah A. DeCotis

Deborah A. DeCotis, age 72, has served as an independent director of Cadre Holdings, Inc. since April 2022. She is a retired Managing Director of Morgan Stanley & Co., Inc. (1974–2016) and currently chairs the PIMCO Closed-End Funds board (member since 2014; chair since 2019). She holds a B.A. in Mathematics from Smith College and an MBA from Stanford GSB, graduating with distinction as a Miller Scholar .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that Ms. DeCotis is independent under NYSE rules; independent directors constituted a majority of the Board in 2025 .
• Committee memberships (FY 2024/2025):
  • Compensation Committee: Member; committee comprised of Messrs. Norton (Chair), Delzanno, and Ms. DeCotis; 3 meetings held in FY 2024 .
  • Audit Committee: Comprised of Messrs. Quigley (Chair), Delzanno, Norton; Ms. DeCotis is not listed as a member .
  • Nominating & Corporate Governance: Comprised of Messrs. Delzanno (Chair) and Norton; Ms. DeCotis is not listed as a member .
• Attendance and engagement:
  • Board held 7 meetings in FY 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 virtual annual meeting .
  • In FY 2023, Board held 5 meetings; all directors attended 100% of Board and committee meetings .
• Lead Independent Director: Gianmaria C. Delzanno (2025); independent directors hold executive sessions with the lead independent director presiding .

Fixed Compensation

Notes:

• Company disclosed an increase to non-employee director annual payments to $60,000 effective Jan 1, 2024 in the 2024 proxy; the 2025 proxy shows the annual payment at $65,000 for 2024, indicating a subsequent adjustment reflected in FY 2024 actuals .

Performance Compensation

• Annual equity award: 16,000 stock options granted to each non-employee director on March 18, 2024; exercise price equal to closing price on grant date; vesting in four equal consecutive quarterly tranches; fully vested by Dec 31, 2024 (aggregate grant-date fair value $161,600 for Ms. DeCotis) .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior investment banking and capital markets experience (Morgan Stanley MD) .
• Prior audit and governance committee service (Armor Holdings) .
• Significant board leadership in asset management (PIMCO CEF chair) and endowment oversight (Smith College Investment Committee) .
• Education: B.A. Mathematics (Smith College); MBA (Stanford GSB, Miller Scholar) .

Equity Ownership

Notes:

• Beneficial ownership includes options exercisable within 60 days of the table date per SEC rules; specific vested vs. unvested breakdown for Ms. DeCotis was not separately footnoted in the proxy excerpts provided .

Governance Assessment

• Strengths:
  • Independence and committee role: Independent director with active membership on Compensation Committee; independent majority board structure maintained .
  • Engagement: Consistent attendance with ≥75% in FY 2024 and 100% in FY 2023; demonstrates reliable participation .
  • Anti-hedging policy: Company-wide restrictions on short sales, derivatives, and hedging, supporting alignment (applies to insiders and covered persons) .
• Alignment:
  • Annual director cash retainer and standardized equity option grant provide modest ownership alignment; incremental rise in cash retainer to $65,000 for 2024 increases fixed pay share but remains within typical small-cap ranges .
• Potential Risks/RED FLAGS (Board-level context):
  • Related-party transaction: $1,750,000 fee paid to Kanders & Company in March 2024 in connection with the Alpha acquisition; although approved by independent directors and negotiated by Mr. Kanders solely on behalf of Kanders & Company, RPTs introduce perception risk; continued robust Audit Committee oversight and transparent disclosure help mitigate .
  • Pledging: CEO Warren B. Kanders has 3,750,000 shares pledged as loan collateral (not applicable to Ms. DeCotis based on available disclosures); board-level monitoring of pledging risk is relevant to overall governance posture .
• Overall view:
  • Ms. DeCotis adds seasoned financial and oversight expertise and serves on the Compensation Committee, supporting pay governance. No attendance issues, legal proceedings, or hedging/pledging concerns are disclosed for her. The presence of an RPT at the board level underscores the need for continued independent oversight, which current committee structures and independence determinations support .

Director Compensation Details (FY 2024)

• Program features (FY 2024): Annual stock option grant of 16,000 shares for all non-employee directors; exercise price at closing price on grant date; vest quarterly; lead independent director receives $30,000; Audit Chair $27,500; Compensation Chair $15,000; Ms. DeCotis is not a chair and received standard retainer plus equity .

Committee Activity Snapshot (FY 2024)

Attendance Summary

Policies and Controls

• Codes/Charters: Codes of Ethics and Conduct, Corporate Governance Guidelines, and Committee Charters available on company website; Audit and Compensation Committee charters outline pre-approval and compensation oversight responsibilities .
• Insider Trading/Anti-Hedging: Prohibits short sales, derivatives, and hedging without prior approval; designed to promote compliance and alignment .

Items Not Disclosed

• Director stock ownership guidelines (and compliance status) for directors were not disclosed in the provided proxy excerpts [search within 2025 proxy returned governance documents and ownership tables but no explicit guideline statement] .
• Specific Form 4 insider trades for Ms. DeCotis were not included in the proxy materials reviewed.
• Say-on-pay votes, compensation consultant engagements and peer group details were not disclosed in the 2025 agenda (directors, auditor ratification, ESPP); the 2024 proxy similarly did not detail a say-on-pay item for executives in the agenda excerpts provided .

Conclusion: Ms. DeCotis is a financially sophisticated independent director with strong board and committee experience, currently contributing to Cadre’s Compensation Committee oversight. Her compensation aligns with standard non-employee director structures (cash retainer plus time-vested options), and attendance indicates reliable engagement. No personal conflicts or red flags are disclosed for her; ongoing vigilance around board-level related-party transactions and pledging practices remains prudent for investor confidence .