Gianmaria C. Delzanno
About Gianmaria C. Delzanno
Gianmaria C. Delzanno, 68, joined Cadre Holdings’ Board in January 2025 and serves as lead independent director. He is an experienced finance executive (40+ years) with deep M&A, corporate finance, debt/equity offerings and private equity expertise; education includes an MBA from Columbia Business School and a B.S. in Applied Mathematics & Economics from Brown University . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delzanno & Co. Inc. | President (founder) | Sep 1996 – present | Advises public and private companies on M&A, corporate finance, restructuring, valuations |
| Schroder Wertheim & Co. Incorporated | Director, Industrial Manufacturing Group | Feb 1984 – Jun 1996 | Led IPOs, M&A, private placements, debt offerings |
| Tempel Steel Company (family-owned) | Director | Oct 2015 – Dec 2021 | Board service; broader career includes audit and compensation committee roles across industries |
External Roles
No current public company directorships disclosed; prior board role at Tempel Steel Company (2015–2021) was a private, family-owned manufacturer operating in the U.S., Canada, Mexico, China, and India .
Board Governance
- Role: Lead Independent Director. Presides over executive sessions of independent directors, acts as liaison between the Chairman/CEO and independent directors, and performs additional duties delegated by the Board .
- Committees:
- Chair, Nominating & Corporate Governance Committee .
- Member, Audit Committee .
- Member, Compensation Committee .
- Independence: Board determined Mr. Delzanno is independent under NYSE rules (and committee independence requirements) .
- Board/committee cadence (FY2024, before his appointment): Board held 7 meetings; Audit 15 meetings; Compensation 3; Nominating 2. All directors then in office attended ≥75% of Board and committee meetings; independent directors held executive sessions (informal discussions) in connection with regular board meetings .
Fixed Compensation
- Program structure (non-employee directors, 2024): $65,000 annual cash retainer; lead independent director premium $30,000; audit chair fee $27,500; compensation chair fee $15,000; annual option grant of 16,000 options with exercise price = closing price on grant date, vesting in four equal quarterly tranches .
- Mr. Delzanno will be compensated as a non-employee director in accordance with the Company’s director compensation program described in the April 2024 proxy (he became lead independent director and chair of Nominating upon appointment) .
| Component | Amount/Terms | Evidence |
|---|---|---|
| Board cash retainer | $65,000 per year | |
| Lead independent director premium | $30,000 per year | |
| Audit chair fee (if applicable) | $27,500 per year | |
| Compensation chair fee (if applicable) | $15,000 per year | |
| Annual equity award | 16,000 stock options; exercise price equals closing price on grant date; quarterly vesting | |
| Program applicability to Mr. Delzanno | Receives compensation per program described in the 2024 proxy |
Notes: Chair fees apply to committee chairs; Mr. Delzanno is chair of Nominating & Corporate Governance Committee, for which no specific chair fee is disclosed in the proxy .
Performance Compensation
Non-employee director equity is time-based (stock options), not tied to performance metrics; vesting occurs in scheduled tranches. In 2024, directors received 16,000 options valued (grant-date fair value per option) at $10.10 and fully vested by year-end due to quarterly vesting schedule .
| Metric | 2024 Program Details | Evidence |
|---|---|---|
| Option grant size | 16,000 options per non-employee director | |
| Vesting | Four equal consecutive quarterly tranches | |
| Grant-date fair value per option | $10.10 | |
| Exercise price | Closing price on grant date |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Delzanno .
- Interlocks: No shared directorships with Cadre’s competitors, suppliers, or customers disclosed for Mr. Delzanno .
- Related party exposure at company-level: Multiple fees paid to Kanders & Company (CEO’s entity) for financing and M&A advisory ($250,000 credit agreement support; $1,000,000 ICOR acquisition; $1,750,000 Alpha acquisition), with independent directors approving and Audit Committee oversight of related party transactions .
Expertise & Qualifications
- Financial and transaction expertise (M&A, corporate finance, debt/equity offerings, private equity) .
- Board service across industries, with committee roles (audit, compensation) and chair experience .
- Education: MBA (Columbia Business School); BS Applied Mathematics & Economics (Brown University) .
Equity Ownership
As of April 14, 2025 (proxy table date), Mr. Delzanno beneficially owned 0 shares (<1%) .
| Holder | Shares Beneficially Owned | % of Outstanding | Evidence |
|---|---|---|---|
| Gianmaria C. Delzanno | 0 | * (<1%) |
Notes: Shares outstanding were 40,659,585 on the record date used in the proxy; “*” denotes less than one percent .
Governance Assessment
- Strengths:
- Independent status and designation as lead independent director enhance board oversight; presides over executive sessions and liaises between management and independent directors .
- Service on Audit and Compensation Committees, and chairing Nominating & Corporate Governance, aligns his expertise with key oversight areas; Audit Committee mandate includes financial reporting integrity, auditor independence, risk oversight (including cybersecurity), and review of insider/affiliated party transactions .
- Alignment considerations:
- Beneficial ownership of 0 shares at the proxy table date indicates limited “skin in the game” pending future equity awards and purchases; Cadre has an insider trading policy and anti-hedging restrictions (short sales and derivatives prohibited; hedging requires approval), but director stock ownership guidelines are not disclosed in the proxy .
- Conflicts and red flags:
- Company-level related-party transactions with the CEO’s firm (Kanders & Company) represent potential governance risk; mitigants include independent director review and Audit Committee oversight, but ongoing monitoring is warranted given fee magnitude and recurrence ($250k credit agreement; $1.0m ICOR; $1.75m Alpha) .
- Pledging risk elsewhere at the company (CEO’s pledged shares) underscores broader governance vigilance; no pledging disclosed for Mr. Delzanno .
- Attendance context: FY2024 attendance metrics (≥75% for directors then in office) predate his appointment; FY2024 committee activity demonstrates robust cadence (Audit 15 meetings; Compensation 3; Nominating 2) supporting effective oversight infrastructure he now helps lead .
Appendix: Appointment Details
- Appointment & roles: Appointed Jan 13, 2025; upon Mr. Sokolow’s departure (effective Jan 31, 2025), Mr. Delzanno became lead independent director, chair of Nominating & Corporate Governance Committee, and member of Audit and Compensation Committees; compensated per non-employee director program .