Cadiz Inc. Announces CFO Succession; Jacinto Hernandez to Become CFO

What Happened

• Cadiz Inc. announced a CFO succession plan: long-time CFO Stanley E. Speer will retire effective September 1, 2026, and will serve as an advisor through an Advisory Period ending December 31, 2026 (or earlier if determined by the company).
• The Board immediately appointed Jacinto J. Hernandez as Executive Vice President of Finance; he will become Chief Financial Officer, principal financial officer, principal accounting officer and Secretary effective September 1, 2026. The company furnished a press release about the changes.

Key Details

• Mr. Hernandez’s employment terms (effective July 27, 2026): $400,000 annual base salary and a target cash bonus equal to 100% of base salary.
• One-time inducement equity awards (outside the existing Plan, subject to Compensation Committee approval): 800,000 RSUs (200,000 vest on grant; 600,000 vest in ~12 quarterly installments over 3 years) and 800,000 PSUs tied to stock-price hurdles.
• Severance/benefits for Mr. Hernandez include 180 days of salary for certain terminations, enhanced 12-month pay and a lump-sum bonus if terminated within 12 months of a change-in-control, and acceleration of unvested RSUs/PSUs in specified circumstances. Contract includes confidentiality, non-compete and non-solicit covenants.
• Separation terms for Mr. Speer: he will be paid $10,000 per month during the Advisory Period, receive accelerated vesting of 68,700 service-based RSUs and a new fully vested grant of 100,000 RSUs (in lieu of his 2026 bonus), remain eligible for an 85,000-share milestone RSU tranche if project financing closes during the Advisory Period, and will forfeit 150,000 unvested milestone RSUs.

Why It Matters

• Leadership continuity: the planned transition provides an orderly handoff of the CFO role with the outgoing CFO available as an advisor through year-end.
• Compensation and potential dilution: large equity awards to the new CFO (totaling up to 1.6 million units tied to service and performance) and accelerated vesting provisions for the departing CFO could increase share count or near-term compensation expense.
• Risk/change protections: the employment and separation agreements include standard severance and change-in-control protections that could affect future cash requirements or equity vesting timing. Investors should note the dates, material equity amounts, and severance triggers when assessing governance and potential dilution.