Kenneth Lombard
About Kenneth T. Lombard
Kenneth T. Lombard, age 70, is an independent director of Cadiz Inc., serving since April 2022. He is President & CEO of BRIDGE Housing (joined November 2021), and previously held senior roles including original board member and later EVP/COO at Seritage Growth Properties, President of MacFarlane Partners, Vice Chairman/Partner at Capri Capital Partners, President of Starbucks Entertainment (2004–2008), and co-founder/President of Johnson Development Corporation (12 years). He holds a B.A. in Communication from the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRIDGE Housing | President & CEO | Joined Nov 2021 | Leads nonprofit affordable housing development, ownership, and management |
| Seritage Growth Properties (NYSE: SRG) | Original Board Member; later EVP & COO; most recently Special Advisor | Board member at IPO in 2015; subsequent executive roles | Oversaw operations of REIT with ~39M sq ft across 49 states and Puerto Rico |
| MacFarlane Partners | President | Not disclosed | Led investment management across real estate assets for pensions/institutional investors |
| Capri Capital Partners/Capri Urban Fund | Vice Chairman, Partner; Head of Investments; President of Capri Urban Fund | Not disclosed | Invested >$1B in urban development/redevelopment projects |
| Starbucks Entertainment | President | 2004–2008 | Managed formation of Starbucks/Concord Music label |
| Johnson Development Corporation | Co-Founder; President & Partner | 12 years | Economic development in underserved communities across 65 cities/17 states |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Seritage Growth Properties (NYSE: SRG) | Original Board Member at IPO; later EVP/COO; Special Advisor | Public | Board in 2015; executive roles thereafter | Real estate REIT; subsequent executive leadership roles |
| BRIDGE Housing | President & CEO | Nonprofit | Joined Nov 2021 | Affordable housing developer/owner/manager |
Board Governance
- Independence: The Board affirmatively determined Lombard is independent under SEC/Nasdaq standards .
- Committee memberships: Audit & Risk Committee member; committee entirely independent and chaired by Stephen Courter .
- Lead Independent Director: Winston Hickox (not Lombard) .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting in 2024 .
| Governance Item | 2024/Current Detail |
|---|---|
| Years on CDZI Board | Director since April 2022 |
| Board meetings held (2024) | 5 |
| Lombard Board attendance (2024) | Attended all 5 |
| Audit & Risk Committee meetings (2024) | 7 |
| Lombard Audit Committee attendance (2024) | Attended 6; missed 1 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (fees earned) | $75,000 | Per policy, non-employee directors receive $75,000 annually, paid quarterly; directors may elect stock in lieu of cash |
| Annual RSU award (director equity) | $25,000 | Deferred stock award valued at $25,000 each June 30, prorated if partial year |
| Total 2024 director compensation | $100,000 | No additional meeting fees disclosed in policy section |
Policy detail for outside directors:
- Automatic awards provide annual $75,000 cash and RSUs valued at $25,000; RSUs vest/deliver on the January 31 following the June 30 award .
- Note: Policy text references quarterly installments of $18,750 , while plan text references $17,500 .
Performance Compensation
- No performance-based director compensation metrics are disclosed; director equity is structured as annual RSU retainer awards with time-based vesting/delivery .
| Performance Metric | Target | Measurement Period | Payout Mechanism |
|---|---|---|---|
| None disclosed for directors | — | — | RSU retainer grants are time-based; no performance metrics |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Seritage Growth Properties (NYSE: SRG) | Original Board Member; later EVP/COO; Special Advisor | Not disclosed | No CDZI-related interlocks or related-party transactions disclosed |
- Related-party transactions: The proxy discloses financing relationships with Heerema Group; no transactions involving Lombard were disclosed .
Expertise & Qualifications
- Skills per Board matrix: Public Policy/Water Policy/Regulatory; Finance & Capital Markets; Accounting/Audit/Risk; Real Estate Development; Community Engagement & Outreach .
- Executive experience and corporate management background cited in biography and skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Kenneth T. Lombard | 16,675 | <1% of outstanding shares (81,864,926) |
- Stock ownership policy: Company encourages director stock ownership; director compensation includes stock awards .
- Anti-hedging/pledging: Hedging is prohibited; pledging/margin purchases prohibited unless approved; no pledging by Lombard disclosed .
- Section 16 compliance: No delinquent filings disclosed for Lombard; late filings noted for other insiders (Speer, Rivera) .
Governance Assessment
- Board effectiveness: Lombard brings substantive real estate, finance, and community development expertise; strong committee engagement via Audit & Risk membership .
- Independence and attendance: Independent; full Board attendance in 2024; one Audit Committee absence (6/7), consistent with overall committee quorum and activity .
- Compensation alignment: Director pay is modest and balanced between cash retainer and equity RSUs, supporting ownership alignment; RSUs are granted under shareholder-approved plan and delivered on a standard schedule .
- Conflicts/related-party exposure: No related-party transactions or interlocks involving Lombard disclosed; company-wide anti-hedging/pledging, clawback, and ethics policies mitigate governance risk .
- RED FLAGS: None disclosed specific to Lombard. Minor watchpoint: single Audit Committee absence in 2024, not typically material for investor confidence given overall committee activity and independence .