Richard Polanco
About Richard Polanco
Senator Richard Polanco (age 74) has served as an independent director of Cadiz Inc. since 2022. He is Managing Director of Tres Es Inc., a boutique government affairs firm, and previously served 16 years in the California State Legislature, including four years as Senate Majority Leader (1998–2002) and Chair of the Latino Legislative Caucus (1990–2002). He attended the University of Redlands and Universidad Nacional Mexico, majoring in business administration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California State Assembly | Assembly Member | 1986–1994 | Legislative service |
| California State Senate | Senator; Senate Majority Leader | 1994–2002; Majority Leader 1998–2002 | Led Senate Majority; authored policy bills (clean drinking water, voting rights) |
| Latino Legislative Caucus | Chair | 1990–2002 | Leadership across policy areas |
| Maravilla Neighborhood PAC (East LA) | Executive Director | Early career | Community development leadership |
| Maravilla Public Housing Project | Community Organizer | Early career | Grassroots organizing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tres Es Inc. | Managing Director | Current | Government affairs leadership |
| California Delta Dental Plan | Board role | Prior service | Governance oversight |
| Meruelo Maddux Construction Inc. | Board role | Prior service | Public company oversight |
| CPUC Low Income Oversight Board | Board role | Prior service | Regulatory/community engagement |
| Sylvatex Inc. | Board role | Prior service | Clean tech advisory |
| Farmworker Institute for Education & Leadership Development | Board role | Prior service | Community impact |
| Cesar Chavez Adult Charter School | Board role | Prior service | Education governance |
| UCLA Luskin School of Urban Affairs | Board/commission role | Prior service | Academic/public policy engagement |
| California Latino Caucus Institute for Public Policy | Founder; First Chair | Since Oct 2002 | Leadership programs for Californians |
Board Governance
- Independence: Board determined Polanco is independent under SEC and NASDAQ Global Market standards; independent directors met in executive session at each regular Board meeting in 2024 .
- Committee assignments: Member, Compensation Committee; Member, Equity, Sustainability & Environmental Justice (ESEJ) Committee. Not listed on Audit & Risk or Corporate Governance & Nominating .
- Attendance: Board held five meetings in 2024; all incumbent directors attended each meeting except Ms. Webb de Macías (missed one); Polanco attended all 5/5. ESEJ met 3 times; all serving members attended each meeting except Mr. Hickox missed one; Polanco attended 3/3 .
- Leadership: Compensation Committee chaired by Winston Hickox; ESEJ chaired by Carolyn Webb de Macías (retiring at 2025 Annual Meeting) .
| Committee | Role | Chair? | 2024 Meetings | Polanco Attendance |
|---|---|---|---|---|
| Compensation | Member | Chair: Winston H. Hickox | Not quantified (teleconferences; actions by unanimous written consent) | Participated; member status confirmed |
| ESEJ | Member | Chair: Carolyn Webb de Macías (to step down post-2025 AGM) | 3 | 3/3 (no absence noted for Polanco) |
| Audit & Risk | Not a member | Chair: Stephen E. Courter | 7 | N/A |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 25,000 | 100,000 |
- Policy: Non-employee directors receive $75,000 cash annually, paid quarterly ($18,750 per quarter), and a deferred stock award valued at $25,000 each June 30; cash may be elected in stock; pro-rated for partial service .
Performance Compensation
- Director equity awards are automatic, fixed-value RSUs; no director-specific performance metrics disclosed (e.g., revenue, EBITDA, TSR) for Polanco’s director pay .
| Award Type | Value | Grant Timing | Vesting/Delivery | Basis |
|---|---|---|---|---|
| RSU (Outside Directors) | $25,000 per year | As of June 30 annually | Vests and delivered in shares on the following January 31 | Calculated using average closing price in month preceding June 30 |
Other Directorships & Interlocks
- Current public company boards: Not disclosed beyond Cadiz; prior public company board includes Meruelo Maddux Construction Inc. .
- Interlocks/conflicts: No related-party transactions involving directors disclosed other than financing and offerings with Heerema Group (largest shareholder); no transaction disclosures involving Polanco .
Expertise & Qualifications
- Public policy and regulatory affairs, environmental justice, community engagement, and leadership in California’s government and non-profit sectors; Board highlights list public policy/legal/regulatory skills among nominees, explicitly including Sen. Polanco .
- Board “Skills & Qualifications” attribute his 40-year career navigating policy, private sector, and disadvantaged communities to Board oversight of purpose/mission/values .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Richard Polanco | 13,840 | <1% of 81,864,926 common shares outstanding | April 17, 2025 |
- Anti-hedging and pledging policy prohibits directors from hedging and generally from pledging company stock, unless approved after consultation with General Counsel .
- Director stock ownership policy encourages ownership; director compensation includes stock awards; no specific multiple-of-fees guideline disclosed .
Say-on-Pay & Shareholder Sentiment (Context)
| Proposal | 2024 AGM Votes (June 11, 2024) | 2025 AGM Votes (June 12, 2025) |
|---|---|---|
| Say-on-Pay (Advisory) | For: 40,270,161; Against: 1,692,554; Abstain: 18,471; Broker Non-Votes: 6,325,340 | For: 44,879,252; Against: 4,813,993; Abstain: 17,932; Broker Non-Votes: 8,076,848 |
| Directors elected (Polanco) | For: 41,766,181; Withheld: 215,005; Broker Non-Votes: 6,325,340 | For: 49,365,328; Withheld: 345,849; Broker Non-Votes: 8,076,848 |
Governance Assessment
- Strengths: Independent status, full Board and ESEJ attendance in 2024, and active roles on Compensation and ESEJ committees bolster board effectiveness and investor confidence . The company’s policies on anti-hedging/pledging and clawbacks (for officers) reinforce governance discipline .
- Alignment: Director pay mix includes equity grants on a routine schedule; Polanco’s beneficial ownership aligns him with shareholders, albeit at <1% .
- Potential conflicts: Polanco’s government affairs role (Tres Es Inc.) is adjacent to ESEJ’s remit; however, no related-party transactions involving Polanco are disclosed, and board independence determinations are affirmative .
- Signals: Strong shareholder support for director elections and advisory say-on-pay in 2024 and 2025 indicates acceptable governance and pay frameworks from investor perspective .