Stanley Speer
About Stanley Speer
Stanley E. Speer (age 64) is Chief Financial Officer and Secretary of Cadiz Inc., appointed May 5, 2020; he previously served as Cadiz CFO from 1997–2003, was a Managing Director at Alvarez & Marsal, a partner at Coopers & Lybrand, and is the principal of Speer & Associates, LLC; he holds a B.S. in Business Administration from the University of Southern California . Company context during his tenure: Cadiz’s total shareholder return (value of $100) improved from $23 (2022) to $73 (2023) to $135 (2024) as the company advanced key project and financing milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cadiz Inc. | Chief Financial Officer | 1997–2003 | Finance leadership for Cadiz and its subsidiary Sun World International during prior development phase . |
| Alvarez & Marsal | Managing Director | n/a (prior to 2012) | Turnaround/restructuring advisory to boards, investors and lenders . |
| Coopers & Lybrand (now PwC) | Partner | 14 years prior to Cadiz CFO role | Specialized in business reorganizations; foundational audit/controls expertise . |
| Speer & Associates, LLC | Principal | 2012–present | Strategic/operational and financial consulting to public/private companies; informs Cadiz capital strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunworks (NASDAQ: SUNW) | Director; Audit Committee Chair | May 2018 – Feb 2024 | Oversight of public company financial reporting and audit; relevant to Cadiz controls and governance . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (current) |
|---|---|---|---|
| Base Salary ($) | 350,000 | 350,000 | 370,000 (approved Feb 2025) |
| Cash Bonus ($) | — | — | — (shares granted in Mar-2025; see Performance Compensation) |
| All Other Compensation ($) | 21,600 (includes $8,400 car allowance) | 22,200 (includes $13,800 401k match) | n/a |
Notes:
- Cadiz uses scaled SRC disclosure; base pay adjustments are modest with higher emphasis on equity incentives .
Performance Compensation
Equity and performance awards (grants, metrics, vesting)
| Award Type | Grant/Decision Date | Metric/Condition | Target/Trigger | Actual/Payout | Vesting Details |
|---|---|---|---|---|---|
| RSUs (long-term incentive) | April 2021 | Capital/Commercial milestones | 127,500 RSUs total; 42,500 upon refinancing and funding of Northern Pipeline; 42,500 upon final binding water supply agreements ≥9,500 AFY; 42,500 time-based | 42,500 vested July 2021 (refinance/funding achieved); 42,500 vested March 2024 (binding water agreements achieved); 42,500 vested March 1, 2023 (time-based) | As noted; all tranches vested by March 2024 . |
| Common stock (recognition for FY2024) | March 2025 | Discretionary recognition of 2024 performance | n/a | 75,000 shares granted | Shares granted March 2025; no additional vesting terms disclosed . |
- No stock option grants are used under the 2019 Plan (company-wide), limiting leverage/underwater repricing risk .
- Performance metrics emphasized operational milestones (refinancing, pipeline acquisition funding, customer contracting) aligning pay with project de-risking .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 117,185 shares (as of April 17, 2025) |
| Ownership as % of SO | Approximately 0.14% (117,185 / 81,864,926 shares outstanding) . |
| Vested vs. Unvested | No unvested awards listed for Speer as of 12/31/2024; outstanding unvested awards table includes only CEO/COO . |
| Options | None disclosed; company has not granted options under 2019 Plan . |
| Pledging/Hedging | Company policy prohibits hedging and pledging (margin, borrowing against stock) unless approved; pre-clearance and trading windows required . |
| Ownership Guidelines | Director stock ownership policy disclosed; no executive ownership guideline disclosed . |
Insider selling pressure: Speer received 75,000 common shares in March 2025 as a performance recognition; any dispositions would be subject to pre-clearance and trading-window limits under the insider trading policy; no sales or pledges are disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Role | Employment agreement effective May 21, 2020; CFO and Chair/CEO of Board of Managers, Cadiz Real Estate LLC . |
| Base Salary Eligibility | $350,000 under agreement; increased to $370,000 in Feb 2025 . |
| Bonus/Equity Eligibility | Eligible for Company bonus and equity programs . |
| Severance (No Cause / Company material breach) | Salary: $175,000; Benefits continuation: $22,200; Total: $197,200 (assumes trigger on 12/31/2024) . |
| Death/Disability | Salary: $175,000; Total: $175,000 . |
| Termination Following Change in Control | Salary: $350,000; Benefits continuation: $22,200; Total: $372,200 (double-trigger) . |
| Equity Acceleration | None shown in severance table for Speer . |
| Clawback | Cadiz adopted Dodd-Frank compliant clawback policy in Sept 2023; applies to officers including NEOs . |
| Tax Gross-Ups | Company states it does not provide excise tax gross-ups . |
| Non-Compete/Non-Solicit | Not disclosed in proxy. |
| Contract Term/Auto-Renewal | Not disclosed in proxy. |
Performance & Track Record
- 2024 initiatives under management included establishing Mojave Groundwater Storage Company LLC to facilitate project financing, executing an option to purchase 180 miles of steel pipe to stabilize MGB capex, advancing permitting (CEQA/NEPA/FLPMA) for Northern Pipeline conveyance, and executing long-term “take-on delivery” water purchase agreements covering ~85% of Northern Pipeline capacity (21,275 AFY), all supportive of future cash flow potential .
- Pay-versus-performance disclosure shows TSR rising from 2022 to 2024 as development milestones progressed; the company emphasizes milestone-based RSUs and selective cash recognition to align with long-duration project buildout rather than near-term GAAP results .
Company TSR (context)
| Year | Value of $100 Investment (Year-End) |
|---|---|
| 2022 | $23 |
| 2023 | $73 |
| 2024 | $135 |
Risk Indicators & Red Flags
- Section 16(a) compliance: one Form 4 by Mr. Speer due March 17, 2024 was inadvertently filed late (company-reported) .
- Anti-hedging/pledging policy in effect; no pledging by Speer disclosed .
- No option repricing and no executive excise tax gross-ups disclosed .
Compensation Peer Group (for program benchmarking)
Cadiz references peers in real estate/natural resource development with similar market caps: Alico, AMREP, Five Point, Forestar, Limoneira, Maui Land & Pineapple, Pure Cycle, Stratus, Tejon Ranch, The St. Joe Company; the Compensation Committee uses peer review and advisors (Coda Advisors, Aon) to calibrate competitiveness and emphasizes milestone-linked RSUs .
Compensation Structure Analysis
- Mix shift: For Speer, stock awards recognized increased from $42,752 (2023) to $109,331 (2024), while salary was flat ($350k), evidencing greater equity-linked recognition as project milestones were achieved; no cash bonus was paid, but 75,000 common shares were awarded March 2025 for 2024 performance .
- Incentive design: Heavy use of milestone-based RSUs (e.g., refinancing, binding water contracts) promotes alignment with value-creation steps rather than short-term GAAP metrics; no options reduces leverage and repricing risk .
- Clawback and anti-hedging/pledging policies add governance guardrails; no equity acceleration for Speer in severance schedule suggests tighter pay-for-performance under exit scenarios .
Equity Ownership & Alignment (Detail Table)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Stanley E. Speer | 117,185 | ~0.14% (of 81,864,926) | No unvested awards listed as of 12/31/2024; options not used under plan . |
Employment Terms (Severance/CoC) – Detailed Table
| Scenario | Salary Multiple / Amount | Benefits Continuation | Equity Acceleration | Total (Assumed 12/31/2024) |
|---|---|---|---|---|
| Termination without Cause / Company Material Breach | $175,000 | $22,200 | — | $197,200 |
| Death or Disability | $175,000 | — | — | $175,000 |
| Termination following Change of Control (double-trigger) | $350,000 | $22,200 | — | $372,200 |
Investment Implications
- Alignment: Speer’s incentive history is milestone-heavy (refinancing, pipeline acquisition funding, and binding water contracts), consistent with Cadiz’s pre-revenue project development profile; absence of option grants and lack of equity acceleration on severance for Speer reduce misalignment risk .
- Retention and selling pressure: With no unvested awards listed at 12/31/2024 and a March 2025 grant of 75,000 shares, near-term insider supply risk hinges on trading windows rather than scheduled vesting; policy-based preclearance/blackouts mitigate opportunistic sales .
- Downside protection: Severance is modest (0.5× salary for no-cause; 1.0× for CoC termination) with benefits continuation, no gross-ups, and a Dodd-Frank compliant clawback—credit-positive from a governance perspective .
- Execution signal: 2024–2025 actions (entity formation for MGB, pipe procurement option, expanded contracting) and the recognition equity award suggest management focus on financing and de-risking critical-path items; continued progress on CEQA/NEPA/FLPMA and financing milestones will likely drive pay outcomes and TSR sensitivity .