Cadiz Inc. (NASDAQ: CDZI) taps Jacinto Hernandez as CFO from Sept. 2026
Rhea-AI Filing Summary
Cadiz Inc. approved a CFO succession plan under which long-time CFO Stanley E. Speer will retire as Chief Financial Officer on September 1, 2026, then serve as an advisor through December 31, 2026. Effective immediately, Jacinto J. Hernandez becomes Executive Vice President of Finance and will assume the roles of Chief Financial Officer, principal financial officer, principal accounting officer and Secretary on the transition date. Controller Teffiny Bagnara is promoted to Vice President.
Hernandez’s Employment Agreement provides severance protections, including base-salary continuation and bonus components upon death, disability, qualifying termination around a change in control, or resignation for good reason, plus immediate vesting of all outstanding unvested RSUs and PSUs upon a change in control or qualifying termination. The agreement includes confidentiality, non‑competition and employee non‑solicitation covenants.
Speer’s Separation Agreement grants $10,000 per month during the advisory period, accelerated vesting of 68,700 service‑based RSUs, a fully vested grant of 100,000 RSUs in lieu of his 2026 bonus, continued eligibility for 85,000 milestone RSUs tied to Northern Pipeline project financing, reimbursement of COBRA premiums for up to 18 months, and forfeiture of 150,000 milestone RSUs. In addition, Hernandez is slated to receive inducement equity awards of 800,000 RSUs and 800,000 PSUs, with 200,000 RSUs vesting immediately and the remainder vesting over time or on achievement of stock price hurdles.
Positive
- None.
Negative
- None.
Filing Explained
The 1.6 million-unit inducement package is conditional, with 200,000 RSUs vesting immediately if approved and awarded.
In connection with the planned CFO transition, Cadiz discloses that Hernandez’s
If approved and awarded,
8-K Event Classification
Key Figures
Key Terms
change in control financial
restricted stock units financial
performance stock units financial
Nasdaq Listing Rule 5635(c)(4) regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What executive leadership change did Cadiz Inc. (CDZI) announce?
What are the key terms of Jacinto Hernandez’s severance protections at Cadiz Inc. (CDZI)?
What compensation will outgoing CFO Stanley Speer receive from Cadiz Inc. (CDZI) after retirement?
What inducement equity awards will Jacinto Hernandez receive at Cadiz Inc. (CDZI)?
How do the PSUs granted to Jacinto Hernandez by Cadiz Inc. (CDZI) vest?
What happens to Stanley Speer’s unvested equity under his Separation Agreement with Cadiz Inc. (CDZI)?
United States
Securities and Exchange Commission
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in its Charter) |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number,
including area code: (
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Global Market | ||||
| (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share) | The Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Transition
On July 27, 2026, the Board of Directors (the “Board”) of Cadiz Inc. (the “Company”) approved a chief financial officer succession plan pursuant to which Stanley E. Speer will retire as the Company’s Chief Financial Officer effective as of September 1, 2026 (the “CFO Transition Date”). From the CFO Transition Date through December 31, 2026 or such earlier date as the Company may determine (the “Advisory Period”), Mr. Speer will remain an advisor to the Company. Effective immediately, Jacinto J. Hernandez was appointed as the Company’s Executive Vice President of Finance, and effective as of the CFO Transition Date, Mr. Hernandez will become the Company’s Chief Financial Officer. Upon becoming Chief Financial Officer, Mr. Hernandez will also serve as the Company’s principal financial officer, principal accounting officer and Secretary.
Mr. Hernandez, age 47, founded Cummings Consulting & Management in July 2022 and has served as its principal, advising corporations and boards on capital allocation, mergers and acquisitions, and capital markets strategy. He previously served as a partner and investment analyst at Capital Group, a global investment management organization, and its subsidiary, Capital World Investors. He joined the Capital Group companies in August 2000 and retired in June 2022 after 22 years covering a broad range of industries and market capitalizations, including oil and gas, human capital management, and small-capitalization companies. During his tenure, he held a number of leadership and operational roles, including helping lead the research portfolio for one of the world’s largest growth mutual funds and overseeing various governance and technology initiatives. Over the course of his investment career, he built a successful track record across equities, convertible securities, and high-yield investments. Mr. Hernandez has served on the boards of directors 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 board service has included audit, governance, nominating and ESG committee roles. Mr. Hernandez earned his Bachelor of Science in Economics from Stanford University, with a minor in Political Science.
There are no family relationships between Mr. Hernandez and any director or executive officer of the Company, and there are no transactions between Mr. Hernandez and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Employment Agreement with Mr. Hernandez
On July 27, 2026, the Company and Mr. Hernandez entered into an Employment Agreement (the “Employment Agreement”), effective as of the same date. From the effective date until the CFO Transition Date, Mr. Hernandez will serve as Executive Vice President of Finance, and effective as of the CFO Transition Date, he will serve as Chief Financial Officer. Under the Employment Agreement, Mr. Hernandez will receive the following compensation and benefits:
| ● | an annual base salary of $400,000; |
| ● | an annual cash bonus opportunity with a target equal to 100% of base salary, based on performance goals established by the Board; |
| ● | one-time inducement awards outside of the Company’s 2019 Equity Incentive Plan (the “Plan”) and pursuant to Nasdaq Listing Rule 5635(c)(4), subject to approval by the Compensation Committee and the execution of a customary award agreement, consisting of (i) 800,000 restricted stock units (“RSUs”), of which 200,000 RSUs will be vested upon grant, and the remaining 600,000 RSUs in twelve approximately equal quarterly installments over three years, and (ii) 800,000 performance stock units (“PSUs”) which will vest upon achievement of specified stock price hurdles; and |
| ● | four weeks of paid annual vacation, medical coverage and participation in the Company’s other employee benefit plans. |
1
The Employment Agreement also provides for severance benefits in specified circumstances, including, among other things, (i) 180 days of base salary continuation following a termination due to death or disability, (ii) if Mr. Hernandez is terminated by the Company concurrently with or within 12 months following a change in control, 12 months of base salary, a lump-sum payment equal to 100% of his then-current target annual bonus and 12 months of certain fringe benefits, and (iii) if Mr. Hernandez resigns for specified good reason or is terminated by the Company without cause, 180 days of base salary, a prorated target annual bonus and 180 days of certain fringe benefits. In the event of a change in control, or if Mr. Hernandez’s employment is terminated by the Company without cause, or by Mr. Hernandez for good reason, all outstanding unvested RSUs and PSUs will accelerate and immediately vest. The Employment Agreement also contains confidentiality, non-competition and employee non-solicitation covenants.
Separation Agreement with Mr. Speer
On July 27, 2026, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Speer in connection with his retirement from the Company. Through the CFO Transition Date, Mr. Speer will continue to serve as the Company’s Chief Financial Officer, and as of the CFO Transition Date, he will cease to hold any officer or other positions with the Company and its subsidiaries. During the Advisory Period, Mr. Speer will receive compensation of $10,000 per month for providing such transition and advisory services as the Company may reasonably request from time to time, consistent with his knowledge of the Company’s business and operations.
Subject to Mr. Speer’s timely execution and non-revocation of a release of claims and compliance with his continuing obligations, the Separation Agreement provides for, among other things, accelerated vesting of unvested service-based restricted stock units representing 68,700 shares, a new grant of fully vested restricted stock units under the Plan representing 100,000 shares in lieu of Mr. Speer’s forfeited 2026 bonus opportunity, continued eligibility for vesting of a milestone-based restricted stock unit tranche representing 85,000 shares tied to the closing of the LLC project financing for the Northern Pipeline if such closing occurs within the Advisory Period, and reimbursement of COBRA premiums for up to 18 months following the CFO Transition Date (or, if necessary to comply with applicable law, equivalent taxable monthly cash payments). Pursuant to the Separation Agreement, Mr. Speer will forfeit unvested milestone-based restricted stock units representing 150,000 shares. The Separation Agreement provides that the benefits described therein are the sole severance benefits payable to Mr. Speer in connection with his separation from employment.
The foregoing descriptions of the Employment Agreement and the Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreement and the Separation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 27, 2026, the Company issued a press release regarding the CFO succession plan described in Item 5.02 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1 hereto.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Employment Agreement, dated as of July 27, 2026, by and between Cadiz Inc. and Jacinto J. Hernandez. | |
| 10.2 | Separation Agreement, dated as of July 27, 2026, by and between Cadiz Inc. and Stanley E. Speer. | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CADIZ INC. | ||
| By: | /s/ Stanley E. Speer | |
| Stanley E. Speer | ||
| Chief Financial Officer | ||
Date: July 27, 2026
3
Exhibit 99.1
FOR IMMEDIATE RELEASE
July 27, 2026
Cadiz Inc. Announces CFO Succession
Jacinto J. Hernandez named executive vice president of finance and chief financial officer; Stanley E. Speer to retire in September 2026.
LOS ANGELES, Calif. — Cadiz, Inc. (NASDAQ: CDZI, CDZIP) (“Cadiz” or the “Company”) today announced that Jacinto J. Hernandez has been named the Company’s next Chief Financial Officer, effective September 1, 2026. Hernandez succeeds Stanley E. Speer, who will retire after 17 years with the Company and continue in an advisory role through December 31, 2026, to facilitate the transition. As part of the planned leadership transition, the Company’s Controller, Teffiny Bagnara, has been promoted to Vice President.
“We’re excited to have Jacinto join Cadiz as the Company enters its next phase of growth,” said Susan Kennedy, Chief Executive Officer of Cadiz. “Jacinto brings vast and unique capital markets expertise to Cadiz. Over his 26 years career, he has helped fund large infrastructure projects, seeded growth companies, and worked closely with boards and management teams to hone and distill strategy, evaluate mergers and acquisitions, and create long-term value for shareholders. He understands how to navigate periods of transformational growth to maximize returns. We are excited to welcome him to Cadiz.”
Kennedy continued, “Stan Speer has been an exceptional partner over the past decade. His financial leadership helped transform Cadiz from a development-stage company into one that is now entering construction and commercial execution. We are deeply grateful for his commitment to the Company and our shareholders and look forward to working together throughout this transition.”
“Over the past several weeks, I’ve had the opportunity to get
to know the Cadiz team and deeply diligence the groundbreaking Mojave Groundwater Bank,” said Hernandez. “Cadiz is solving the
Southwest’s most intractable and urgent problem with a portfolio of innovative solutions. Its signature asset- the Cadiz Ranch-
simply could not be replicated today. Cadiz has spent decades responsibly planning and permitting this project and I am excited to
help commercialize the Mojave Groundwater Bank at a time when communities throughout the Colorado River Basin are experiencing dramatic
reductions in their traditional water supplies, driving unprecedented demand for new water solutions.”
“Cadiz is in the right place at the right time with a broad array of solutions for supply, storage, and transport of water at a fraction of the cost of potential alternatives,” Hernandez continued. “Most importantly, the project has been thoughtfully developed with conservation at its core- preserving this precious resource for use by many generations. The Company also has additional growth opportunities in advanced water treatment, making Cadiz a unique platform for investors to get exposure to the growing end market for water solutions.”
Mr. Hernandez is the founder and principal of Cummings Consulting & Management, where he advises corporations and boards on capital allocation, mergers and acquisitions, and capital markets strategy. Previously, he spent 22 years with Capital Group and its subsidiary, Capital World Investors, where he served as a Partner and Investment Analyst evaluating and investing in companies across a broad range of industries and market capitalizations. During his tenure, he helped lead the research portfolio for one of the world’s largest growth mutual funds, held several leadership and operational roles, and built a successful investment track record across equities, convertible securities and high-yield debt. Throughout his career, he worked closely with management teams and boards on corporate strategy, capital allocation and long-term value creation.
Mr. Hernandez has also served on the 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 board service has included audit, governance, nominating and ESG committees, with responsibility for overseeing corporate strategy, capital allocation, executive leadership and governance.
Mr. Hernandez earned a Bachelor of Science in Economics from Stanford University, with a minor in Political Science.
In connection with his employment, and subject to approval by the compensation committee of the Company’s board of directors and execution of an award agreement approved by the compensation committee, Mr. Hernandez will be granted 800,000 restricted stock units (“RSUs”) and 800,000 performance stock units (“PSUs”), which awards will be granted as inducement awards outside of the Company’s 2019 Equity Incentive Plan in accordance with, and pursuant to, Nasdaq Listing Rule 5635(c)(4). Of the RSUs, 200,000 will be fully vested upon grant, and the remaining 600,000 will vest in twelve approximately equal quarterly installments over three years, subject to Mr. Hernandez’s continued employment. The PSUs will vest in four tranches of 200,000 units each upon the Company’s common stock achieving certain price hurdles, subject to Mr. Hernandez’s continued employment, with any tranche whose price hurdle is not achieved within five years of grant to be forfeited. Additional details regarding the terms of the RSUs and PSUs granted to Mr. Hernandez are included in the current report on Form 8-K filed by the Company on July 27, 2026.
About Cadiz, Inc.
Cadiz, Inc. (NASDAQ: CDZI) is a water solutions and natural resources company developing long-term water supply, storage, conveyance and treatment solutions for communities, businesses, farmers and public agencies across the Southwest. Founded in 1983, Cadiz owns approximately 45,000 acres of land and 220 miles of pipeline assets in California’s Mojave Desert. Its assets include Cadiz Ranch, the largest agricultural operation in San Bernardino County; the Mojave Groundwater Bank, one of the largest new water supply and groundwater storage projects in the Lower Colorado River Basin; and ATEC Water Systems, which provides specialized groundwater treatment technology throughout the western United States. Visit the Company’s website at www.cadizinc.com
Contact:
Cadiz, Inc.
Courtney Degener
cdegener@cadizinc.com
cdzi@mzgroup.com
213-271-1600
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “expect,” “plan,” “intend,” “projected,” “believe,” “anticipated,” “target,” “will,” “may,” “could,” “should,” “would,” and variations of such words and similar expressions.
Forward-looking statements in this press release include, without limitation, statements relating to the expected timing and effectiveness of the Company’s leadership transition, Mr. Hernandez’s anticipated contributions as Chief Financial Officer, the Company’s growth prospects and strategic plans, and the demand for water supply, storage and treatment solutions in the Southwest. These forward-looking statements are based on current expectations, estimates, projections and assumptions that involve significant risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Such statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Additional information regarding factors that may affect the Company’s forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings under the Securities Act and Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.