Warren B. Kanders
About Warren B. Kanders
Warren B. Kanders (age 67) is Chief Executive Officer and Chairman of Cadre Holdings, Inc. (CDRE), serving as director since April 2012; he holds an A.B. in Economics from Brown University . Under his leadership, Cadre reported 2024 record operating results; revenue grew to $567.6M* from $482.5M* in 2023 (approx. +17.6% YoY) and EBITDA rose to $94.8M* from $75.4M* (approx. +25.7% YoY), with 2024 cited as the company’s highest annual revenue, adjusted EBITDA, gross margin, and adjusted EBITDA margin since inception . Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armor Holdings, Inc. (NYSE) | Chairman; later Chief Executive Officer | Chairman: Jan 1996–Jul 31, 2007; CEO: Apr 2003–Jul 31, 2007 | Led through growth and sale to BAE Systems plc on Jul 31, 2007 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clarus Corporation (NASDAQ) | Director; Executive Chairman | Director since Jun 2002; Executive Chairman since Dec 2002 | Public company leadership; capital raising, M&A, operating expertise . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,435,000 | 1,550,000 (raised Mar 8, 2024, effective Jan 1, 2024) |
| All Other Compensation ($) | 79,027 | 208,984 (incl. $190,449 expense reimbursement; $4,809 life/AD&D; $13,725 401(k) match) |
| Total ($) | 5,056,207 | 6,532,418 |
Notes:
- Perquisites: Company-paid tax advisor assistance; split‑dollar life insurance of $10,000,000; armed security; personal use of company aircraft up to 100 flight hours/year; business aircraft for business travel .
Performance Compensation
- Annual bonus structure (contractual): Minimum cash bonus equal to 100% of base salary if annual EBITDA target (per Board‑approved budget) is met; Committee discretion to increase up to 200% of base; may award additional discretionary bonuses .
- 2024 outcomes: Discretionary cash bonus paid $2,543,550; Committee cited record revenue, adjusted EBITDA, gross margin, adjusted EBITDA margin, and acquisitions of Alpha and ICOR as rationale .
| Component | Metric | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus (contractual framework) | EBITDA vs budget | 100% of salary at target; up to 200% at Committee discretion | 2024: $2,543,550 discretionary | Paid for FY performance |
| RSUs (time-based 2024 grant) | Service | 3 tranches | 33,540 RSUs; vests 1/3 on each of 3/18/2025, 3/18/2026, 3/18/2027 | Annual cliff installments |
| Stock Options (2024 grant) | Service | 3 tranches | 105,682 options @ $34.66; vests 1/3 on each of 3/18/2025, 3/18/2026, 3/18/2027 | Annual vesting; 10‑yr term |
Director pay (for non‑employee directors) is separate; as employee‑director, Kanders is compensated under his employment agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 12,423,511 shares; 30.4% of outstanding . |
| Composition | Includes 232,635 options exercisable within 60 days; 1,305,650 shares (W.B. Kanders Roth IRA); 10,816,192 shares (Kanders SAF, LLC); 23,450 shares (Allison Kanders Roth IRA) . |
| Pledged Shares | 3,750,000 shares pledged as collateral for loans (RED FLAG) . |
| Excluded (Unvested/Unexercisable) | 229,797 options not exercisable within 60 days; 2,000,000 performance RSUs vest only if stock trades ≥$40 for 20 consecutive trading days by Nov 8, 2031; plus 11,455 RSUs (3/13/2023 grant; vest 3/13/2026); 22,360 RSUs (3/18/2024; 11,180 vest 3/18/2026 and 3/18/2027); 37,666 RSAs (3/13/2025; 12,556 on 3/13/2026; 12,555 on 3/13/2027 and 3/13/2028) . |
| Hedging/Pledging Policies | Anti‑hedging policy prohibits short sales and derivatives; hedging or monetization transactions require Chairman/designee approval; policy disclosure does not prohibit pledging; significant pledged shares disclosed . |
| Ownership Guidelines | Not disclosed in proxy. |
Equity Award Vesting Schedule (Key Grants)
| Grant Date | Type | Shares/Options | Price | Vesting |
|---|---|---|---|---|
| 11/04/2021 | Performance RSU | 2,000,000 | — | Vests if stock ≥$40 for 20 consecutive trading days by 11/08/2031 . |
| 03/09/2022 | Options | 75,757 ex; 37,879 unex | $23.45 | 1/3 each on 3/9/2023, 3/9/2024, 3/9/2025 . |
| 03/09/2022 | RSU | 10,417 | — | 1/3 each on 3/9/2023, 3/9/2024, 3/9/2025 . |
| 03/13/2023 | RSU | 22,910 | — | 1/3 each on 3/13/2024, 3/13/2025, 3/13/2026 . |
| 03/13/2023 | Options | 41,885 ex; 83,772 unex | $20.53 | 1/3 each on 3/13/2024, 3/13/2025, 3/13/2026 . |
| 03/18/2024 | RSU | 33,540 | — | 1/3 each on 3/18/2025, 3/18/2026, 3/18/2027 . |
| 03/18/2024 | Options | 105,682 unex | $34.66 | 1/3 each on 3/18/2025, 3/18/2026, 3/18/2027 . |
| 03/13/2025 | RSA | 37,666 | — | 12,556 on 3/13/2026; 12,555 on 3/13/2027 and 3/13/2028 . |
Employment Terms
| Term | Provision |
|---|---|
| Title/Start | CEO and Chairman; service as director since Apr 2012 . |
| Employment Agreement | Effective from IPO (Commencement Date 11/08/2021) for five years (through Nov 2026), subject to earlier termination . |
| Base Salary | $1,250,000 initial; increased to $1,550,000 (effective Jan 1, 2024) . |
| Annual Bonus | Minimum 100% of base salary if EBITDA target met; may increase up to 200% at Committee discretion; can award discretionary bonuses . |
| Equity | Eligible for awards under 2021 Stock Incentive Plan; received 2,000,000 performance RSUs at IPO with $40 stock price hurdle (20 consecutive trading days by 11/08/2031) . |
| Non‑Compete/Restrictive | Non‑competition during employment and 18 months after expiration or 3 years after termination; confidentiality and other covenants apply . |
| Severance/CoC (Section 4(g) Termination) | If death, disability, termination without cause, Good Reason, no renewal on substantially similar terms, or within 2 years after change‑in‑control (other than for cause): lump‑sum = 3x (highest base salary + Annual Bonus for the year) + accrued bonus; 5x annual cost of maintaining principal office (except in death/disability); immediate vesting of all equity (including 2,000,000 performance RSUs); continued health benefits for COBRA period; personal aircraft use up to 100 hours/year for 3 years or option to purchase company‑owned aircraft at depreciated book value; office lease assignment and company payment of lease for 5 years; right to purchase associated fixed assets at depreciated book value . |
| Consulting on CoC | If requested post‑CoC, consulting fee equal to salary during consulting period; severance paid after consulting ends . |
| Clawback | Subject to Cadre Compensation Recovery Policy and other recoupment provisions; compliance with Section 409A . |
| Excise Tax | 280G “cutback” to avoid 4999 excise tax; no tax gross‑up . |
| Perquisites | Tax advisor, $10M split‑dollar life insurance, security, aircraft use as noted . |
Board Governance (service history, committees, dual‑role implications)
- Roles: CEO and Chairman; director since April 2012 . Board currently 5 members; 4 of 5 independent (Delzanno, Norton, Quigley, DeCotis) .
- Leadership structure: Combined CEO/Chair; Lead Independent Director designated (Gianmaria C. Delzanno) to preside over executive sessions and serve as liaison .
- Committees (independent members only):
- Audit: Quigley (Chair), Delzanno, Norton; Quigley is audit committee financial expert .
- Compensation: Norton (Chair), Delzanno, DeCotis .
- Nominating/Corporate Governance: Delzanno (Chair), Norton .
- Meetings/Attendance: 7 Board meetings in FY2024; unanimous written consent 7 times; all directors attended ≥75% of Board and committee meetings .
- Implications: Combined CEO/Chair concentrates authority; presence of a Lead Independent Director and independent committee chairs partially mitigates independence concerns .
Related Party Transactions (2024)
| Counterparty | Description | Amount ($) | Rationale/Process |
|---|---|---|---|
| Kanders & Company, Inc. (sole stockholder: Warren B. Kanders) | Advisory for Amended & Restated Credit Agreement with PNC Bank (Dec 2024) | 250,000 | Independent directors approved; Kanders not involved in Cadre engagement decision; selected due to expertise and company/industry familiarity . |
| Kanders & Company, Inc. | Advisory on ICOR Technology Inc. acquisition (Jan 2024) | 1,000,000 | Same governance rationale as above . |
| Kanders & Company, Inc. | Advisory on Alpha Safety Intermediate, LLC acquisition (Mar 2024) | 1,750,000 | Same governance rationale as above . |
Mr. Kanders negotiated fees solely on behalf of Kanders & Company, not Cadre .
Performance & Track Record
- 2024 execution: Record annual revenue, adjusted EBITDA, gross margin, and adjusted EBITDA margin; completed acquisitions of Alpha Safety and ICOR .
- Prior record: Led Armor Holdings through growth and sale to BAE Systems (2007) .
Risk Indicators & Red Flags
- Pledging: 3,750,000 shares pledged as collateral (significant margin call risk if stock declines) .
- Dual role: Combined CEO/Chair can weaken board independence despite Lead Independent Director .
- Related party fees: $3.0M to Kanders & Company in 2024 across financing and M&A advisory (potential conflict; disclosed and approved by independent directors) .
- Discretionary bonuses: 2024 CEO bonus was discretionary (reliance on committee discretion versus formulaic metrics) .
- Hedging policy: Prohibits hedging/shorts; exceptions require Chairman/designee approval (governance sensitivity) .
- Legal proceedings: None disclosed for directors/officers in last 10 years .
Compensation Committee (structure and advisors)
- Members: Norton (Chair), Delzanno, DeCotis; all independent; authority to retain independent compensation consultants, outside counsel, and other advisors .
- Responsibilities: Goal-setting, CEO and executive pay approval, succession planning, plan administration, director compensation review .
Company Financial Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 482,532,000* | 567,561,000* |
| EBITDA ($) | 75,448,000* | 94,796,000* |
| EBITDA Margin (%) | 15.64%* | 16.70%* |
| Gross Margin (%) | 41.60%* | 41.82%* |
Values marked with * retrieved from S&P Global.
Investment Implications
- Alignment vs. risk: Large ownership stake (30.4%) aligns incentives, but significant pledging (3.75M shares) introduces forced‑sale risk under adverse market moves; dual CEO/Chair concentrates governance risk despite independent committees .
- Pay‑for‑performance calibration: Contract ties annual bonus to EBITDA target (100–200% of salary), yet 2024 relied on a sizable discretionary bonus; monitor future mix of formulaic vs discretionary pay and evolving metrics (e.g., revenue/EBITDA/TSR) for stronger alignment .
- Supply/overhang dynamics: Multiple time‑vested RSUs/options vest through 2027 and a 2,000,000‑share performance award that vests upon $40 price hurdle; alongside pledged shares, these features can affect insider selling pressure and float dynamics if share price strengthens or in financing stress scenarios .
- Retention vs. parachute: Robust CoC/severance (3x cash, full equity acceleration, perquisites) may support retention but also creates meaningful change‑in‑control cost; absence of 280G tax gross‑ups (cutback instead) is shareholder‑friendly .
- Related‑party optics: 2024 fees to Kanders & Company for M&A and financing support reflect deep involvement but can draw governance scrutiny; continued independent oversight and disclosure remain critical .