DEF 14A of Cadre Holdings, Inc., Apr 29, 2024

DEF 14A of Cadre Holdings, Inc.

Filed Apr 29, 2024 · FY20230001104659-24-054037

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our Amended and Restated Bylaws (the “Bylaws”) provide that the number of directors on our Board of Directors be fixed exclusively by the Board of Directors. The number of directors has been fixed at five by the Board of Directors. Our Nominating and Corporate Governance Committee and our Board of Directors have selected the five nominees for directors that are listed in this Proxy Statement for election at the Meeting. Each nominee is currently a member of the Board of Directors. Our directors are elected annually at the Annual Meeting of Stockholders. Their respective terms of office will continue until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified in accordance with our Bylaws. There are no family relationships among any of our directors, nominees for director or executive officers. Except as otherwise specified or in the case of broker non-votes, each Proxy Card received will be voted for the election of the five nominees for director named below to serve until the next Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified. Each of the nominees named below has been nominated by the Nominating and Corporate Governance Committee of the Board of Directors and has consented to be named a nominee in this Proxy Statement and to serve as a director, if elected. Should any nominee become unable or unwilling to accept a nomination for election, the persons named in the enclosed Proxy Card will vote for the election of a nominee designated by the Board of Directors or will vote for such lesser number of directors as may be prescribed by the Board of Directors in accordance with our Bylaws. When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Corporate Governance Committee and the Board of Directors focused primarily on the information discussed in each of the nominee’s individual biographies set forth below, which contains information regarding the person’s service as a director, business experience and director positions held currently or at any time during the last five years. The age and principal occupation of each person nominated as a director is set forth below: Warren B. Kanders, 66, has served as our Chief Executive Officer, Chairman and as one of our directors since April 2012. Since June 2002 and December 2002, respectively, Mr. Kanders has served as a director and as Executive Chairman of Clarus Corporation, a NASDAQ listed company focused on the outdoor and consumer industries. From January 1996 until its sale to BAE Systems plc (“BAE Systems”) on July 31, 2007, Mr. Kanders served as the Chairman of the Board of Directors, and from April 2003 as the Chief Executive Officer, of Armor Holdings, Inc. (“Armor Holdings”), formerly a New York Stock Exchange-listed company and a manufacturer and supplier of military vehicles, armored vehicles, and safety and survivability products and systems to the aerospace and defense, public safety, homeland security, and commercial markets. Mr. Kanders received an A.B. degree in Economics from Brown University. Based upon Mr. Kanders’ role as Chief Executive Officer of the Company, service as a chairman and a director of a wide range of other public companies, financial background and education, as well as his extensive investment, capital raising, acquisition and operating expertise, the Company believes that Mr. Kanders has the requisite set of skills to serve as a Board member of the Company. Nicholas Sokolow, 74, has served as one of our directors since July 2012. Since June 2002, Mr. Sokolow has served as a director and has been designated as the “lead independent director” since June 2016 of Clarus Corporation, a NASDAQ listed company focused on the outdoor and consumer industries. From January 1996 until its sale to BAE on July 31, 2007, Mr. Sokolow served as a member of the Board of Directors of Armor Holdings. Mr. Sokolow served as a member of the Board of Directors of Stamford Industrial Group, Inc. from October 2006 until September 2009. From 2007 until December 31, 2014, Mr. Sokolow practiced law at the firm of Lebow & Sokolow LLP. From 1994 to 2007, Mr. Sokolow was a partner at the law firm of Sokolow, Carreras & Partners. From June 1973 until October 1994, Mr. Sokolow was an associate and partner at the law firm of Coudert Brothers. Mr. Sokolow graduated with Economics and Finance degrees from the Institut D’Etudes Politiques, a Law degree from the Faculte de Droit and a Masters of Comparative Law degree from the University of Michigan. Mr. Sokolow is also an honorary member of the French Bar. Based upon Mr. Sokolow’s role as the chairperson of the nominating/corporate governance committee of the Company’s Board of Directors, education, legal background involving mergers and acquisitions, corporate governance expertise and extensive experience serving as a member of the boards of directors and committees of other public companies, the Company believes that Mr. Sokolow has the requisite set of skills to serve as a Board or Board committee member of the Company. Hamish Norton, 65, has served as one of our directors since October 2012. Since July 2014, Mr. Norton has been the President of Star Bulk Carriers Corp., a NASDAQ listed company focused on global shipping in the dry bulk sector. Mr. Norton has over 28 years of experience as an investment banker advising companies on capital market as well as merger and acquisition matters. Mr. Norton received an A.B. in physics from Harvard College and Ph.D. in physics from the University of Chicago. Based upon Mr. Norton’s education and extensive experience as an investment banker advising companies on capital market as well as merger and acquisition matters, and Mr. Norton’s role as the chairperson of the compensation committee of the Company’s Board of Directors (the “Compensation Committee”), the Company believes that Mr. Norton has the requisite set of skills to serve as a Board or Board committee member of the Company. William Quigley, 63, has served as one of our directors since February 2016 and Chairman of the audit committee of our Board of Directors (the “Audit Committee”) since March 2016. Since February 2022, Mr. Quigley has served as a director, the chairman of the audit committee, and a member of the governance committee of Workhorse Group Inc., a NASDAQ-listed company focused on original equipment manufacturing and technologies related to electric vehicles. From April 2022 until December 2023, Mr. Quigley served as a director as well as a member of the audit committee and governance committee of ElectraMeccanica Vehicles Corp., a NASDAQ-listed company that designs and manufactures electric vehicles. From June 2016 until August 2021, Mr. Quigley had been the Senior Vice President and Chief Financial Officer of Nexteer Automotive Group Limited. From March 2012 to March 2016, Mr. Quigley was the Executive Vice President and Chief Financial Officer of Dana Holding Corporation and from March 2007 to October 2011 was the Executive Vice President and Chief Financial Officer of Visteon Corporation. Mr. Quigley received a B.A. from Michigan State University and is a Certified Public Accountant. Based upon Mr. Quigley’s role as the Chairman of the Audit Committee, education and extensive financial and accounting experiences, the Company believes that Mr. Quigley has the requisite set of skills to serve as a Board or Board committee member of the Company.

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    Deborah A. DeCotis, 71, has served as one of our directors since April 2022, and has extensive investment banking, management, oversight and board experience. Ms. DeCotis is a retired managing director at Morgan Stanley & Co., Inc. and held several management and director positions with Morgan Stanley & Co., Inc. from June 1974 until December 2016. Since June 2014, Ms. DeCotis has served as a member of the board of directors of PIMCO Closed-End Funds and since January 2019, has served as its chairperson. Ms. DeCotis served as a director on the Allianz Global Investors Capital LLC — Multi-Fund Board from June 2011 until July 2021. From March 2017 until July 2021, Ms. DeCotis served as a member of the board of directors of Watford Holdings Ltd., formerly a NASDAQ-listed company. From July 2002 until July 2007, Ms. DeCotis served as a member of the board of directors of Armor Holdings, Inc., formerly a New York Stock Exchange-listed company, as well as a member of its audit committee and governance committee. She also served as the executive vice-president for Sotheby Holdings, Inc. from December 1999 until September 2001. She has served as a trustee of Smith College since June 2016 and as chairperson of the Smith College’s Investment Committee since June 2021. Ms. DeCotis previously served as a trustee on the board of Stanford University and also served as co-chair of the Special Projects Committee at Memorial Sloane Kettering Hospital. Ms. DeCotis holds a B.A. in Mathematics from Smith College and an M.B.A. from the Stanford Graduate School of Business, from which she graduated with distinction as a Miller Scholar. Based upon Ms. DeCotis’ extensive senior executive experience in the investment banking industry as well as her significant board and oversight experiences serving as a member of the boards and committees of public as well as private companies, including as a member of the Company’s Compensation Committee, the Company believes that Ms. DeCotis has the requisite set of skills to serve as a Board or Board committee member of the Company. The affirmative vote of a plurality of the votes cast virtually at the Meeting or represented by proxy at the Meeting is necessary for the election as directors of the five nominees named in this Proxy Statement (assuming a quorum of a majority of the outstanding shares of common stock is present). THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE ABOVE-NAMED DIRECTOR NOMINEES.

  3. GOVERNANCE OF THE COMPANY

    GOVERNANCE OF THE COMPANY

  4. Corporate Governance

    Corporate Governance Our Board of Directors is committed to sound and effective corporate governance practices. The Company’s management and our Board of Directors reviewed our corporate governance practices in light of the Sarbanes-Oxley Act of 2002 as well as the rules of the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”). Based on that review, the Board maintains codes of ethics and conduct, corporate governance guidelines, committee charters, complaint procedures for accounting and auditing matters, a policy on insider trading and a compensation recovery policy. The Company is listed on the NYSE, and therefore, it has modeled its corporate governance practices after the listing requirements of NYSE.

  5. Corporate Governance Guidelines and Documents

    Corporate Governance Guidelines and Documents The Code of Ethics for Senior Executive Officers and Senior Financial Officers, the Code of Business Conduct and Ethics, Complaint Procedures for Accounting and Auditing Matters, the Corporate Governance Guidelines and, the Charters of our Audit, Compensation and Nominating and Corporate Governance Committees were adopted by Cadre for the purpose of promoting honest and ethical conduct, promoting full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Cadre, and promoting compliance with all applicable rules and regulations that apply to Cadre and its officers and directors. These policies are available on our Internet website, at https://www.cadre-holdings.com, under the tab “Governance Documents” within the section called “Governance.” In addition, you may request a copy of any such materials, without charge, by submitting a written request to: Cadre Holdings, Inc., Attention: Secretary, 13386 International Pkwy, Jacksonville, FL 32218.

  6. Board of Directors

    Board of Directors Our Board of Directors is currently comprised of the following five members: Warren B. Kanders, Nicholas Sokolow, Hamish Norton, William Quigley, and Deborah A. DeCotis. During fiscal 2023, the Board held 5 meetings, and acted by unanimous written consent in lieu of a meeting 7 times. During fiscal 2023, all of the directors then in office attended 100% of the total number of meetings of the full Board of Directors, and all of the directors then in office attended 100% of the total number of meetings of the Committees of the Board of Directors on which they served. The Company does not have a formal policy as to Board of Directors attendance at our Annual Meetings of Stockholders. All of the members of our Board of Directors who served as directors during fiscal 2023 attended last year’s virtual Annual Meeting of Stockholders, which was held on May 31, 2023.

  7. Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All Other Compensation ($)* | Total ($) | | Nicholas Sokolow | 70,000 | — | 92,640(2) | — | — | 2,096 | 164,736 | | William Quigley | 67,500 | — | 92,640(3) | — | — | 858 | 160,998 | | Hamish Norton | 55,000 | — | 92,640(4) | — | — | — | 147,640 | | Deborah A. DeCotis | 40,000 | — | 92,640(5) | — | — | — | 132,640 |

  8. Discussion of Director Compensation

    Discussion of Director Compensation We pay three primary components of compensation to our non-management directors: an annual cash retainer, committee chairman fees, and equity awards, generally comprising of stock equity awards such as stock options. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties on our Board of Directors and its committees as well as the skill level required by the Company of members of the Board of Directors and the need to continue to attract highly qualified candidates to serve on our Board of Directors. Director compensation arrangements are reviewed annually to maintain such standards. In 2023, members of our Board of Directors were compensated as follows: (i) all non-employee directors serving on the Board of Directors each received an annual stock option grant in March of each fiscal year of 16,000 shares at an exercise price equal to the closing price of the Company’s common stock on the date of such grant, and vesting and becoming exercisable in four equal consecutive quarterly tranches; (ii) all non-employee directors serving on the Board of Directors received an annual payment of $40,000, payable in equal quarterly installments, in consideration for their services on the Board; (iii) Mr. Sokolow, the lead independent director of the Board of Directors, received an additional annual payment of $30,000, payable in four equal consecutive quarterly tranches, in consideration of his service as the lead independent director of the Board of Directors; (iv) Mr. Quigley received an additional annual payment of $27,500, payable in four equal consecutive quarterly tranches, in consideration for his service as the chairman of the Board of Directors’ Audit Committee; and (v) Mr. Norton received an additional annual payment of $15,000, payable in four equal consecutive quarterly tranches, in consideration for his service as the chairman of the Board of Directors’ Compensation Committee. Effective as of January 1, 2024, the annual payment to each of the Company’s non-employee directors was increased to $60,000. In 2023, our current employee director, Mr. Kanders, was compensated pursuant to his employment agreement (which is described below under the heading “Employment Agreements”).

  9. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2022 and 2023.

  10. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-equity incentive plan compensation ($) | Non-qualified deferred compensation earnings ($) | All Other Compensation ($) | Total ($) | | Warren B. Kanders Chief Executive Officer | 2023 | 1,435,000 | 2,026,220 | 705,472(5) | 810,488 | — | — | 79,027(1) | 5,056,207 | | | 2022 | 1,287,000 | 1,302,178 | 732,813 | 763,407 | — | — | 215,573 | 4,300,971 | | Brad Williams President | 2023 | 525,000 | 741,300 | 258,103(5) | 296,519 | 215,545 | — | 38,047(2) | 2,074,514 | | | 2022 | 470,000 | 476,076 | 275,819 | 287,329 | 298,633 | — | 36,617 | 1,844,474 | | Blaine Browers Chief Financial Officer | 2023 | 425,000 | 600,100 | 208,934(5) | 240,037 | 160,405 | — | 38,301(3) | 1,672,777 | | | 2022 | 343,000 | 347,253 | 205,305 | 213,874 | 222,238 | — | 36,459 | 1,020,876 |

  11. Summary Compensation Table

    (1) “Other Compensation” amount for Mr. Kanders in 2023 consisted of $60,493 for unallocated expense reimbursement, $4,810 for life insurance and AD&D, and $13,725 for 401(k) matching contribution. (2) “Other Compensation” amount for Mr. Williams in 2023 consisted of $13,725 for 401(k) matching contributions, $22,872 for Company paid portion of health care, $1,450 for AD&D and other wellness. (3) “Other Compensation” amount for Mr. Browers in 2023 consisted of $13,725 for 401(k) matching contributions, $23,126 for Company paid portion of health care, $1,450 for AD&D and other wellness. (4) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards made during the applicable year. For discussions on the relevant assumptions, see the footnote titled “Stock-Based Compensation” in the financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2023.

  12. Outstanding Equity Awards at 2023 Year End

    Outstanding Equity Awards at 2023 Year End The following table sets forth information concerning stock options and stock awards held by the Named Executive Officers at December 31, 2023:

  13. Outstanding Equity Awards at 2023 Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) | | Warren B. Kanders | — | — | — | — | — | 2,000,000(1) | 65,780,000 | — | — | | | 37,879(2) | 75,757(2) | — | 23.45 | 3/9/2032 | — | — | — | — | | | — | — | — | — | — | 20,833(3) | 685,197 | — | — | | | — | — | — | — | — | 34,363(4) | 1,130,199 | — | — | | | — | 125,657(5) | — | 20.53 | 3/13/2033 | — | — | — | — | | Brad Williams | — | — | — | — | — | 200,000(6) | 6,578,000 | — | — | | | 14,257 | 28,513(7) | — | 23.45 | 3/9/2032 | — | — | — | — | | | — | — | — | — | — | 7,841(8) | 257,890 | — | — | | | — | — | — | — | — | 87,000(9) | 2,861,430 | — | — | | | — | — | — | — | — | 12,572(10) | 413,493 | — | — | | | — | 45,972(11) | — | 20.53 | 3/13/2033 | — | — | — | — | | Blaine Browers | — | — | — | — | — | 150,000(12) | 4,933,500 | — | — | | | 10,612 | 21,224(13) | — | 23.45 | 3/9/2032 | — | — | — | — | | | — | — | — | — | — | 5,836(14) | 191,946 | — | — | | | — | — | — | — | — | 55,333(15) | 1,819,902 | — | — | | | — | — | — | — | — | 10,177(16) | 334,722 | — | — | | | — | 37,215(17) | — | 20.53 | 3/13/2033 | — | — | — | — |

  14. Outstanding Equity Awards at 2023 Year End

    Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on November 4, 2021. The shares of common stock will vest if on or before November 8, 2031 if the fair market value of the Company’s common stock shall have equaled or exceeded $40.00 per share for twenty consecutive trading days. Stock option award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 9, 2022. Options to purchase shares of the Company’s common stock vest and become exercisable, in substantially equal installments, on each of March 9, 2023, March 9, 2024 and March 9, 2025. (3) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 9, 2022. Restricted shares of common stock vest and become non-forfeitable, in substantially equal installments, on each of March 9, 2023, March 9, 2024 and March 9, 2025. (4) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 13, 2023. Restricted shares of common stock vest and become non-forfeitable, in substantially equal installments, on each of March 13, 2024, March 13, 2025 and March 13, 2026. (5) Stock option award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 13, 2023. Options to purchase shares of the Company’s common stock vest and become exercisable, in substantially equal installments, on each of March 13, 2024, March 13, 2025 and March 13, 2026. (6) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on February 16, 2022. The shares of common stock will vest if on or before November 8, 2031 both (i) the fair market value of the Company’s common stock shall have equaled or exceeded $40.00 per share for twenty consecutive trading days, and (ii) Mr. Williams has been continuously employed by the Company until November 8, 2026. (7) Stock option award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 9, 2022. Options to purchase shares of the Company’s common stock vest and become exercisable, in substantially equal installments, on each of March 9, 2023, March 9, 2024 and March 9, 2025. (8) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 9, 2022. Restricted shares of common stock vest and become non-forfeitable, in substantially equal installments, on each of March 9, 2023, March 9, 2024 and March 9, 2025. (9) Phantom stock award granted pursuant to the Safariland Group Amended and Restated 2021 Phantom Restricted Share Plan. Each share of phantom stock is the economic equivalent of one share of common stock. Shares of phantom stock vest and become non-forfeitable, in substantially equal installments, on each of March 18, 2022, March 18, 2023, and March 18, 2024. (10) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 13, 2023. Restricted shares of common stock vest and become non-forfeitable, in substantially equal installments, on each of March 13, 2024, March 13, 2025 and March 13, 2026. (11) Stock option award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 13, 2023. Options to purchase shares of the Company’s common stock vest and become exercisable, in substantially equal installments, on each of March 13, 2024, March 13, 2025 and March 13, 2026. (12) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on February 16, 2022. The shares of common stock will vest if on or before November 8, 2031 both (i) the fair market value of the Company’s common stock shall have equaled or exceeded $40.00 per share for twenty consecutive trading days, and (ii) Mr. Browers has been continuously employed by the Company until November 8, 2026. (13) Stock option award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 9, 2022. Options to purchase shares of the Company’s common stock vest and become exercisable, in substantially equal installments, on each of March 9, 2023, March 9, 2024 and March 9, 2025. (14) Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 9, 2022. Restricted shares of common stock vest and become non-forfeitable, in substantially equal installments, on each of March 9, 2023, March 9, 2024 and March 9, 2025. Phantom stock award granted pursuant to the Safariland Group Amended and Restated 2021 Phantom Restricted Share Plan. Each share of phantom stock is the economic equivalent of one share of common stock. Shares of phantom stock vest and become non-forfeitable, in substantially equal installments, on each of March 18, 2022, March 18, 2023, and March 18, 2024. Restricted stock units award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 13, 2023. Restricted shares of common stock vest and become non-forfeitable, in substantially equal installments, on each of March 13, 2024, March 13, 2025 and March 13, 2026. (17) Stock option award granted pursuant to the Company’s 2021 Stock Incentive Plan on March 13, 2023. Options to purchase shares of the Company’s common stock vest and become exercisable, in substantially equal installments, on each of March 13, 2024, March 13, 2025 and March 13, 2026.