Barbara Lloyd
About Barbara A. Lloyd
Barbara A. Lloyd, age 63, has served as an independent director of Cadiz Inc. since February 29, 2024. She is CEO and Founder of IMPACTS USA Advisory Services (est. 2013), advising on public‑private partnership financing for complex infrastructure (e.g., California High‑Speed Rail). Her prior roles include Managing Director at KPMG (2008–2013), Chief Deputy Treasurer/Deputy Treasurer for Public Finance at the California State Treasurer’s Office (1999–2004), Lehman Brothers Public Finance (2005–2008), Leifer Capital/KNN Public Finance (1990–1997), and Treasury Manager for the City of Oakland (1997–1999). She holds an MBA from Stanford and a BA in Political Science from UC Davis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMPACTS USA Advisory Services | CEO & Founder | 2013–present | Advises governments, developers, investors on capital asset strategies; PPPs for complex infrastructure |
| KPMG (Corporate Finance) | Managing Director | 2008–2013 | Specialized in alternative financing/delivery for infrastructure and governmental facilities |
| California State Treasurer’s Office | Chief Deputy Treasurer; Deputy Treasurer for Public Finance | 1999–2004 | Led $11B Power Supply Revenue Bonds (2002), $12.3B Economic Recovery Bonds incl. $7.9B single‑day issuance (2004); chief negotiator with rating agencies/investors |
| Lehman Brothers Public Finance (acquired by Barclays) | Senior public finance executive | 2005–2008 | Led banking transactions for major CA public entities |
| Leifer Capital (now KNN Public Finance) | Senior public finance executive | 1990–1997 | California infrastructure financing mandates |
| City of Oakland | Treasury Manager | 1997–1999 | Municipal treasury management |
| California State Assembly (14th District) | Fellow; Chief of Staff | 1984–1988 | Legislative staff leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IMPACTS USA Advisory Services | CEO & Founder | 2013–present | Advisory clients include UC campuses; CA Depts. of Transportation & Veterans Affairs; prior advisory to DWR and cities of LA/Oakland/San Jose |
| Various CA public entities (mandates led) | Banker/advisor | Various years | State of California; LADWP; CA Dept. of Veterans Affairs; Irvine Ranch Water District; San Diego County; City of Oakland; California Communities JPA |
No other current public company directorships were disclosed for Ms. Lloyd .
Board Governance
- Independence: The Board affirmatively determined Ms. Lloyd is “independent” under NASDAQ and SEC standards; all standing committees are composed entirely of independent directors .
- Committees: Audit & Risk Committee (member); Compensation Committee (member). Audit & Risk is chaired by Stephen Courter; Compensation is chaired by Winston Hickox .
- Attendance: Board held five formal meetings in 2024; Ms. Lloyd “was not named to the Board until February 2024 and therefore did not attend one meeting in 2024.” Audit & Risk Committee met seven times; Ms. Lloyd “was not appointed…until February 2024 and therefore did not attend one meeting held in 2024.” Independent directors met in executive session at each regularly scheduled board meeting in 2024 .
- Lead Independent Director: Winston H. Hickox (appointed 2021) .
- Skills emphasis: Finance/capital markets; public policy; environmental stewardship; audit/risk management .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Equity (RSUs) ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 56,250 | 43,750 | 100,000 | Prorated for partial year service; fair value per ASC 718 |
Director Compensation Policy:
- Annual non‑employee director compensation: $75,000 cash (paid in four quarterly installments of $18,750) and $25,000 in deferred stock (RSUs), prorated for partial service; directors may elect to receive cash compensation in Shares .
- RSU vesting/delivery: Annual RSUs granted with reference to average closing price in month preceding June 30; RSUs vest and are delivered in Shares on the first January 31 following the applicable June 30 service period (e.g., Jan 31 following the year of service) .
Committee chair/member fees and meeting fees were not disclosed beyond the annual retainer structure .
Performance Compensation (Director)
No performance metrics (e.g., TSR, EBITDA targets) tied to non‑employee director compensation were disclosed; director equity is annual RSUs and elective share settlement for cash retainer, with time‑based vesting schedule .
Other Directorships & Interlocks
No other current public company board service or disclosed interlocks for Ms. Lloyd. Her external advisory/finance roles are in government and infrastructure finance rather than corporate boards .
Expertise & Qualifications
- Finance and capital markets: Decades in municipal/public finance, execution of record‑setting CA bond transactions; negotiation with rating agencies and investors .
- Public‑private partnerships/infrastructure: Advisory leadership for complex PPPs including CA High‑Speed Rail .
- Policy and environmental stewardship: Board biographies emphasize public policy and environmental expertise across nominees, including Ms. Lloyd .
- Education: MBA (Stanford); BA Political Science (UC Davis) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Barbara A. Lloyd | 9,708 | * (<1%) | Excludes options/warrants not exercisable within 60 days; company outstanding shares 81,864,926 as of Apr 17, 2025 |
- Vested vs unvested breakdown for Ms. Lloyd not separately disclosed; annual RSUs are granted/vested per director policy described above .
- No pledging or hedging by Ms. Lloyd was disclosed; “Certain Relationships and Related Transactions” section did not list director‑related transactions for Ms. Lloyd .
Insider Filings Summary
| Year | Form | Status | Notes |
|---|---|---|---|
| 2024 | Section 16 (Forms 3/4/5) | Timely for directors except specified cases | Company reports all required filings timely except one late Form 4 by CFO Speer and late Form 3/Form 4 by COO Rivera; no late filings reported for Ms. Lloyd . |
Governance Assessment
- Committee Assignments and Effectiveness: Placement on Audit & Risk and Compensation aligns with her public finance and risk oversight background; both committees are fully independent with experienced chairs (Courter/Hickox), supporting robust oversight of financial reporting, risk, and pay practices .
- Independence and Engagement: Independence affirmed; executive sessions held at every regular board meeting; she missed one board and one audit meeting due to appointment timing, not engagement issues—an acceptable onboarding period signal .
- Ownership Alignment: Holds 9,708 shares; directors receive annual RSUs and can elect to take cash in shares, fostering alignment, though no explicit numeric ownership guideline or compliance status is disclosed—neutral signal .
- Conflicts/Related‑Party Exposure: No related‑party transactions involving Ms. Lloyd disclosed; major shareholder/financing relationships (Heerema Group) are disclosed and overseen by independent Audit & Risk Committee—no Lloyd‑specific red flags .
- Compensation Structure: Fixed retainer plus modest equity RSUs with time‑based vesting; absence of meeting fees and chair/member adders suggests streamlined, shareholder‑friendly director pay; no tax gross‑ups or atypical perquisites disclosed for directors .
Overall signal: Ms. Lloyd’s deep municipal finance expertise and independent committee roles support board effectiveness in a capital‑intensive, regulatory‑sensitive business. No disclosed conflicts or attendance concerns beyond onboarding timing; ownership alignment is present via RSUs and elective share settlement, though explicit ownership guidelines are not disclosed .