Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) and (c) On May 21, 2020 (the "Effective Date"), Mr. Stanley E. Speer was
appointed to serve as the Chief Financial Officer and Secretary of Cadiz Inc.
(the "Company"). Mr. Speer is replacing Mr. Timothy J. Shaheen, who was
concurrently appointed to the Company's newly created position of Director of
Development. As previously disclosed, the Company is engaged in ongoing efforts
to expand the agricultural development of its properties. Mr. Shaheen's new
position was created by the Company in order to utilize Mr. Shaheen's extensive
experience in the agriculture industry to support the active development of the
Company's Cadiz Valley properties for agriculture and complementary water
projects. Mr. Shaheen's existing employment agreement with the Company was
amended as of the Effective Date to reflect the modification of his duties.
Mr. Speer, age 59, had previously served as the Company's Chief Financial
Officer from 1997 through 2003 and has served as a financial consultant to the
Company since 2015. Since 2012 Mr. Speer has been the principal of Speer and
Associates, LLC, a consulting firm he founded to provide practical operational,
financial and strategic financial solutions to public and private businesses.
He also serves as a director of Sunworks, Inc., a provider of high performance
solar power systems. From 2006 to 2012 Mr. Speer was a Managing Director with
Alvarez & Marsal specializing in advising and assisting boards of directors,
investment groups, management groups and lenders in a wide range of turnaround,
restructuring and reorganization situations. Prior to joining the Company in
1997, Mr. Speer was a partner with Coopers & Lybrand (now
PricewaterhouseCoopers), where he spent 14 years in the Los Angeles office
specializing in business reorganizations and mergers and acquisitions. Mr.
Speer earned his bachelor's degree in business administration from the
University of Southern California.
For his services as Chief Financial Officer and Secretary, Mr. Speer will
receive base compensation of $350,000 and will be entitled to participate in the
Company's bonus and equity incentive programs.
Item 8.01 Other Events
On May 21, 2020, the Company issued a press release regarding the appointments
of Mr. Speer and Mr. Shaheen. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement between Cadiz Inc. and Stanley E. Speer dated as of
May 21, 2020.
10.2 Amendment No. 2 to Amended and Restated Employment Agreement between
Cadiz Inc. and Timothy J. Shaheen dated as of May 21, 2020.
99.1 Press Release dated May 21, 2020
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