Winston Hickox
About Winston Hickox
Winston H. Hickox, age 82, has served on the Cadiz Inc. board since October 2006 and is the company’s Lead Independent Director (appointed in 2021). He holds an MBA from Golden Gate University and a B.S. from California State University, and brings deep experience across investment management, public policy, environmental regulation, and real estate finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Environmental Protection Agency (CalEPA) | Secretary; Governor’s cabinet member | 1999–2003 | Led environmental policy and regulatory oversight; cabinet-level leadership |
| California Public Employees’ Retirement System (CalPERS) | Senior Portfolio Manager (impact investing) | 2004–2006 | Designed environmentally-oriented impact investment initiatives for a ~$500B portfolio |
| FTSE Environmental Markets Committee | Chair | 2007–2012 | Oversaw bi-annual reset of FTSE Environmental Markets Index Series |
| LaSalle Investment Management | Head of Portfolio Management; Managing Director & Partner | 1987–1998 | Managed $2B real estate portfolio; institutional investment leadership |
| Hickox Financial Corporation | President | Not specified | Led securities brokerage operations |
| Sacramento County Employees’ Retirement System (SCERS) | Board member | 1998–2012 | Pension oversight; fiduciary governance |
| California Governor’s Office | Special Assistant/Deputy Secretary for Environmental Affairs | 7 years (dates not fully specified) | Environmental policy coordination |
| California Coastal Commission | Assembly Speaker’s appointee | Apr 1997–Jan 1999 | Coastal regulation and land use oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California Strategies | Partner | 2006–present | Public policy consulting |
| Paladin Capital Group | Strategic Advisory Group member | Current | Global cybersecurity investor advisory |
| Thomas Properties Group (public) | Director (prior) | Not specified | Public real estate investment firm |
| GRIDiant Corporation (private) | Director (prior) | Not specified | Energy technology sector |
Board Governance
- Independence: The Board affirms Hickox is independent under SEC/Nasdaq standards; he serves as Lead Independent Director to enhance independent oversight and act as a liaison to stockholder interests .
- Committee assignments: Compensation Committee (Chair), Audit & Risk Committee (member), Equity, Sustainability & Environmental Justice (ESEJ) Committee (member) .
- Attendance: Board met 5 times in 2024; all directors attended except one absence by another director—Hickox attended all five. Audit & Risk met 7 times; Hickox missed one. ESEJ met 3 times; Hickox missed one .
- Committee independence: All standing committees are composed entirely of independent directors and operate under written charters available on the company website .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Paid quarterly; policy effective July 1, 2021; $18,750 per quarter; prorated if partial year |
| Annual stock award (RSUs) | 25,000 | Valued at average closing price for the month preceding June 30; prorated if partial year |
| Total | 100,000 | — |
- Policy details: Non-employee directors receive $75,000 cash per 12-month period ending June 30 and $25,000 in deferred stock awards each June 30; directors may elect to take cash compensation in stock. RSUs vest and are delivered on the first January 31 following the June 30 award date (e.g., Jan 31, 2026 for 2024/25 service period) .
Performance Compensation
| Award Type | Grant Value Basis | Vesting | Performance Metrics |
|---|---|---|---|
| Automatic annual RSU grant (Outside Directors) | $25,000 per director; valued at average closing price month preceding June 30 | Vests/delivered on Jan 31 following award cycle (e.g., Jan 31, 2026 for 2024/25 cycle) | None disclosed; awards are time-based RSUs for directors (no revenue/EBITDA/TSR metrics) |
- Equity plan context: The amended 2019 plan covers automatic director RSU grants; share reserve increased to support equity-based compensation across employees/directors, emphasizing alignment and cash preservation .
Other Directorships & Interlocks
| Company | Current/Prior | Sector | Notes |
|---|---|---|---|
| Thomas Properties Group | Prior | Real Estate | Public company board experience |
| GRIDiant Corporation | Prior | Energy Tech | Private company board |
| Paladin Capital Group (Advisory) | Current | Investment (Cybersecurity) | Strategic advisory role; not a public co. board |
| California Strategies | Current | Consulting | Partner; no related party transactions disclosed with Cadiz |
- No current public company directorships are disclosed for Hickox beyond Cadiz; no related-party transactions involving Hickox are disclosed in the proxy .
Expertise & Qualifications
- Public policy, water/regulatory, environmental stewardship, finance/capital markets, audit/risk management; leadership roles including CEO-level experience cited in board skills overview .
- Biography highlights investment leadership (LaSalle, CalPERS), environmental policy (CalEPA), and index governance (FTSE) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Winston H. Hickox | 255,618 | <1% (of 81,864,926 shares) | Includes 70,759 shares held by spouse; indirectly owned by Hickox |
- Policy guardrails: Cadiz prohibits hedging and pledging by directors/officers unless approved; no pledging by Hickox is disclosed .
- Directors & officers as a group: 1,387,187 shares; 1.7% ownership .
Governance Assessment
- Strengths: Long-tenured lead independent director; chairs Compensation Committee; broad domain expertise; formal independence and robust governance policies (anti-hedging/pledging; clawback for officers; committee charters; executive sessions) . Compensation mix includes equity (25% of annual director pay) supporting alignment .
- Engagement: Full attendance at 2024 board meetings; moderate committee engagement with one absence each at Audit & Risk and ESEJ .
- Potential risks/flags: Age (82) raises succession/continuity considerations for lead independent role; minor attendance gaps at two committees; no disclosed related-party transactions, but external consulting affiliations warrant continued monitoring (California Strategies, Paladin) for any future conflicts .
- Compensation committee leadership: Signed committee report; oversight includes executive pay, stock plan amendments, workforce strategy. No director-specific meeting/committee chair fees disclosed, indicating simplicity but less targeted pay-for-role differentiation .
RED FLAGS: None material disclosed for Hickox. Noted: missed one Audit & Risk meeting and one ESEJ meeting in 2024; monitor for any future related-party engagements and continued maintenance of independence standards .
Insider Filings & Section 16 Compliance
| Year | Hickox Late Filings? | Notes |
|---|---|---|
| 2024 | No | Proxy notes late Form 3/4 filings for two officers; none cited for Hickox |
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