Cathryn Rivera
About Cathryn Rivera
Cathryn R. Rivera, age 54, was appointed Chief Operating Officer of CDZI on September 16, 2024; she previously held senior roles in California state government and served on non-profit boards, with a B.S. in Business Management (Arizona State University) and a law degree (UC Berkeley) . The proxy’s pay-versus-performance section notes 2024 TSR implied a $135 value for a $100 initial investment, and attributes the increase in TSR and compensation actually paid partly to stock grants to the new CEO and COO; the company remains loss-making but reported a slightly lower net loss in 2024 versus 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Office of California Governor Gavin Newsom | Appointments Secretary | 2019–2024 | Led gubernatorial appointments to 3,000+ state leadership positions, influencing statewide governance capacity |
| California Agricultural Labor Relations Board | Board Member | 2002–2019 | At the nexus of California’s $57B agriculture industry and workforce policy |
| Office of California Governor Gray Davis | Chief Deputy Cabinet Secretary | 1999–2002 | Liaison to major agencies; drove policy implementation across Health and Human Services, Corrections, Food & Agriculture |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Planned Parenthood Mar Monte | Board Member | Not disclosed | Oversaw $100M budget; 35 health centers across 42 counties in CA and NV |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 275,000 | 100% | 0 | Appointed Sept 16, 2024; salary earned for partial year was $79,327 |
| 2024 (earned) | 79,327 | — | — | Recognized stock awards value $152,747; total $232,074 (ASC 718) |
Performance Compensation
| Instrument | Grant Date | Units | Metric | Target/Trigger | Vesting | Status/Value |
|---|---|---|---|---|---|---|
| RSUs (time-based) | 2024-09-16 | 137,500 | Service tenure | — | Quarterly over 3 years (2024–2026); accelerated upon CoC or termination without cause | Unvested units 114,600 at 12/31/2024; mark value $595,920 at $5.20/sh |
| RSUs (performance/milestone) | 2024-09-16 | 137,500 | Project milestones | Completion of permits; binding water delivery/storage contracts; initial water deliveries (similar categories to CEO metrics) | Vest upon milestone achievements | Unvested units 137,500 at 12/31/2024; mark value $715,000 at $5.20/sh |
Performance categories for Ms. Rivera’s milestone RSUs are tied to permitting, financing, binding agreements, and delivery/storage milestones; the proxy enumerates the CEO’s specific thresholds (e.g., CEQA/NEPA completion, AFY contract levels, financing, ROW permits), and states Ms. Rivera’s milestones are similar, but does not allocate specific unit counts per metric for her tranche .
Equity Ownership & Alignment
| Snapshot Date | Direct/Beneficial Shares | % of Outstanding | Unvested Time-based RSUs | Unvested Performance RSUs | Valuation Basis |
|---|---|---|---|---|---|
| 2025-04-17 | 34,350 | <1% of 81,864,926 shares | 103,150 scheduled to vest quarterly through end of 2026 (excluded from beneficial ownership; disclaimed until vesting) | 137,500 contingent on milestones (excluded; disclaimed until vesting) | N/A |
| 2024-12-31 | — | — | 114,600 unearned; payout value $595,920 at $5.20/sh | 137,500 unearned; payout value $715,000 at $5.20/sh | $5.20 closing price |
- No options are shown for Ms. Rivera in the outstanding equity awards table (only RSUs) .
- Proxy beneficial ownership table and footnotes do not disclose any pledging of Ms. Rivera’s shares; unvested RSUs are disclaimed until vesting .
- Insider trading policy requires pre-clearance and trading only in designated windows; the company states it does not time grants around MNPI releases .
Employment Terms
| Term | Provision | Economics/Duration |
|---|---|---|
| Appointment | COO effective Sept 16, 2024 | — |
| Base salary | $275,000 per year | — |
| Target annual bonus | 100% of base salary, based on established goals | Target $275,000 |
| Equity grant | 275,000 RSUs (137,500 time-based; 137,500 milestone-based) | Time-based quarterly 2024–2026; milestone-based upon project achievements |
| Severance (without cause/material breach resignation) | 180 days base compensation | $137,500 |
| Death/Disability | 180 days base compensation | $137,500 |
| Change in Control (termination following CoC) | 1 year base compensation | $275,000 |
| Equity acceleration | Time-based RSUs accelerate on earlier of change in control or termination without cause | Accelerated vesting per plan/award terms |
| Clawback | Amended 2019 Plan includes clawback of benefits; Committee discretion to adjust awards and accelerate upon CoC within plan limits | |
| Tax gross-ups | Company does not provide excise tax gross-ups as part of severance/CoC benefits | |
| Trading policy | Pre-clearance; trading windows; no timing grants around MNPI | |
| Ownership guidelines | Director stock ownership policy disclosed; executive ownership guidelines not described in the excerpts |
Performance & Track Record
- 2024 initiatives overseen by named executive officers included executing “take-on delivery” long-term water purchase agreements covering 85% of Northern Pipeline capacity, bringing cumulative contracted supply to 21,275 AFY; Ms. Rivera’s role as COO involves collaborating with the CEO on daily operations and development of water solutions .
- Pay versus performance indicates 2024 TSR at $135 on an initial $100 investment; company remains pre-profitability and frames net loss as not a compensation metric, noting a lower net loss in 2024 vs 2023 due to 2023 debt extinguishment losses and improvements in filtration segment offset by higher stock-based compensation and interest expense .
Compensation Structure Analysis
- Cash vs equity mix: Ms. Rivera’s 2024 compensation emphasized equity ($152,747 ASC 718 recognition) over cash salary ($79,327), consistent with CDZI’s long-term incentive emphasis given project timelines .
- Shift to RSUs: Executive packages rely on RSUs with both time-based and milestone performance features; no options are disclosed for Ms. Rivera in 2024 .
- At-risk pay: Target bonus set at 100% of salary; milestone RSUs contingent on permitting, contracts, and delivery achievements, reinforcing pay-for-performance tied to operational milestones .
- Share overhang/dilution: The 2019 EIP reserved 5.2M shares; remaining available reduced to 109,022 by April 17, 2025, with a proposed 2,000,000-share increase at the 2025 meeting—implying ongoing equity usage and potential dilution .
Risk Indicators & Red Flags
- Section 16 filings: Ms. Rivera’s Form 3 and a Form 4 due in September 2024 were inadvertently filed late; the company reported this in the proxy .
- Single-trigger acceleration: Time-based RSUs accelerate upon change in control, potentially increasing sellable supply post-transaction and creating perceived overhang .
- No excise tax gross-ups: Company explicitly states no excise tax gross-ups for CoC benefits, a shareholder-friendly element .
Equity Ownership & Alignment – Detailed Awards at FYE 2024
| Award Type | Unvested Units (#) | Mark/Payout Value ($) | Valuation Basis |
|---|---|---|---|
| Time-based RSUs | 114,600 | 595,920 | $5.20 closing price 12/31/2024 |
| Performance RSUs | 137,500 | 715,000 | $5.20 closing price 12/31/2024 |
Investment Implications
- Alignment: Rivera’s package ties a significant portion of pay to project execution milestones, aligning incentives with unlocking Cadiz’s water conveyance/storage economics; acceleration on CoC for time-based RSUs suggests retention but also potential supply post-transaction .
- Retention risk: Severance is modest (0.5x base for no-cause; 1x for CoC), and no tax gross-ups, but strong milestone-linked equity should anchor retention through key permitting and contracting phases .
- Trading signals: Equity-heavy awards and proposed EIP expansion signal continued reliance on stock incentives—watch for vesting events or milestone disclosures as catalysts; insider trading windows and pre-clearance reduce opportunistic selling, though CoC acceleration could increase short-term float .
- Governance: Late Section 16 filings were acknowledged; no pledging disclosed for Rivera; director-focused ownership policy present, but executive ownership guidelines not described—monitor future proxies for formal executive ownership standards .