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On July 27, 2026, Cadiz Inc. announced that Stanley E. Speer will retire as Chief Financial Officer effective September 1, 2026, transitioning to an advisory role through December 31, 2026. Jacinto J. Hernandez, an experienced investment professional with extensive board experience in major energy and consumer sectors, has been appointed Executive Vice President of Finance immediately and will officially assume the CFO position on the transition date. Hernandez's appointment includes a comprehensive compensation package featuring base salary, bonus potential, and substantial equity incentives.
Key Points
- NASDAQ: CDZIP
- Stanley E. Speer retiring as CFO effective September 1, 2026; serving as advisor through December 31, 2026
- Jacinto J. Hernandez appointed Executive Vice President of Finance immediately; assumes CFO role September 1, 2026
- Hernandez’s compensation: $400,000 base salary, 100% target bonus, 800,000 RSUs vesting over three years, and 800,000 PSUs linked to stock price targets
- Speer to receive $10,000 monthly advisory fee plus accelerated vesting of 68,700 restricted stock units and 100,000 fully vested RSUs
Details on Outgoing CFO’s Transition and Advisory Role
Stanley E. Speer’s retirement as Cadiz Inc.’s CFO takes effect September 1, 2026, concluding his executive leadership tenure. However, Speer will continue advising the company on requested matters through December 31, 2026, or earlier if determined by the company. This phased transition enables Cadiz to leverage Speer’s institutional knowledge during the leadership change.
During this advisory period, Speer will be compensated $10,000 monthly for providing transition and advisory services aligned with his expertise in the company’s operations. This arrangement supports continuity and allows the incoming CFO to integrate fully while maintaining access to Speer’s guidance. The advisory fee is separate from severance benefits outlined in the Separation Agreement dated July 27, 2026.
Jacinto Hernandez’s Professional Background and Board Experience
Jacinto J. Hernandez, 47, brings over 20 years of investment management and corporate governance expertise. He founded Cummings Consulting & Management in July 2022, advising corporations and boards on capital allocation, M&A, and capital markets strategies. Previously, Hernandez spent 22 years at Capital Group, retiring in June 2022 after holding multiple leadership and operational roles.
At Capital Group and Capital World Investors, Hernandez served as partner and investment analyst since August 2000, covering diverse industries including oil and gas, human capital management, and small-cap companies. He led research for one of the world’s largest growth mutual funds and managed governance and technology initiatives. His investment career includes success across equities, convertible securities, and high-yield investments.
Board Memberships at Leading Public Companies
Hernandez’s governance experience spans energy and consumer sectors, serving on boards of Pioneer Natural Resources Company (NYSE:PXD), Altria Group, Inc. (NYSE:MO), Aris Water Solutions, Inc. (NYSE:ARIS), Coterra Energy Inc. (NYSE:CTRA), and Devon Energy Corporation (NYSE:DVN). His roles have included audit, governance, nominating, and ESG committees, providing broad oversight in strategic planning and compliance.
He holds a Bachelor of Science in Economics from Stanford University with a Political Science minor. The company confirms no familial ties or reportable transactions exist between Hernandez and Cadiz executives or directors, affirming his independent appointment.
Comprehensive Compensation Package for Hernandez
Under the Employment Agreement dated July 27, 2026, Hernandez will earn a $400,000 annual base salary as CFO. He is eligible for an annual cash bonus target of 100% of base salary, contingent on Board-approved performance goals, aligning his incentives with shareholder interests.
Hernandez will receive significant equity inducement awards outside the 2019 Equity Incentive Plan, subject to Compensation Committee approval and award agreement execution. These include 800,000 restricted stock units (RSUs) with 200,000 vesting immediately and 600,000 vesting quarterly over three years, plus 800,000 performance stock units (PSUs) tied to stock price milestones, incentivizing long-term value creation.
Severance and Change of Control Provisions
The agreement provides severance protections including 180 days base salary continuation upon termination due to death or disability. In a change of control or termination within 12 months thereafter, Hernandez would receive 12 months base salary continuation, a lump sum equal to 100% of his target bonus, and 12 months of fringe benefits.
If Hernandez resigns for good reason or is terminated without cause, he is entitled to 180 days base salary, prorated bonus, and 180 days fringe benefits. Upon change of control or termination without cause, all unvested RSUs and PSUs accelerate and vest immediately. The agreement also includes confidentiality, non-compete, and non-solicitation clauses.
Additional Benefits and Expanded Responsibilities
Hernandez’s package includes four weeks paid vacation, medical coverage, and participation in other employee benefit plans, reflecting competitive executive benefits. Effective September 1, 2026, he will also serve as principal financial officer, principal accounting officer, and Secretary, consolidating key financial and administrative duties.
Separation Agreement Highlights for Stanley Speer
The Separation Agreement executed July 27, 2026, outlines severance terms for Speer’s retirement. Subject to signing a release and compliance with obligations, Speer will receive accelerated vesting of 68,700 service-based RSUs and 100,000 fully vested RSUs in lieu of his forfeited 2026 bonus.
He remains eligible for vesting of 85,000 milestone-based RSUs tied to LLC project financing closing during the advisory period but forfeits 150,000 unvested milestone-based RSUs. This approach balances equity acceleration with contingent vesting and forfeitures per separation terms.
Health Insurance Continuation for Departing CFO
The Separation Agreement provides COBRA premium reimbursement for up to 18 months post-transition or taxable cash payments if required by law, ensuring health coverage continuity during retirement transition. These benefits represent the sole severance payments to Speer, establishing clear severance parameters.
Governance and Compliance Aspects
The filing confirms no familial relationships or reportable transactions between Hernandez and Cadiz executives or directors, supporting independent appointment. Inducement awards comply with Nasdaq Listing Rule 5635(c)(4), requiring Compensation Committee approval and award agreements, ensuring governance adherence during the leadership change.
Leadership Transition Timeline and Operational Impact
Hernandez’s immediate appointment as Executive Vice President of Finance on July 27, 2026, facilitates early integration and supervisory responsibilities ahead of his official CFO start on September 1, 2026. Speer’s advisory period runs concurrently, providing knowledge transfer and stakeholder relationship continuity.
This phased transition minimizes operational disruption, ensuring seamless financial leadership and reporting during the executive changeover. The advisory period may conclude earlier than December 31, 2026, at the company’s discretion, offering flexibility in managing the transition process.
