DEF 14A of Cadiz Inc, Apr 30, 2026

DEF 14A of Cadiz Inc

Filed Apr 30, 2026 · FY20250001437749-26-014053

Open on EDGAR

  1. Director Biographical Information and Highlights

    Director Biographical Information and Highlights

  2. Director Biographical Information and Highlights

    | Susan P. Kennedy Chair of the Board of Directors & Chief Executive Officer | Director Since: 2021 | Age: 65 | | | Biography Susan P. Kennedy was appointed to the Board of Directors of the Company in March 2021 and became Chair of the Board in February 2022. In January 2024, Ms. Kennedy was appointed CEO. Ms. Kennedy is an accomplished executive, policymaker and strategist with a distinguished career as a founder and chief executive of a clean energy company, top advisor to two California Governors, former Commissioner of the California Public Utilities Commission, and advisor to high-profile governing boards in the corporate, regulatory, government, and non-profit sectors. Previously, Ms. Kennedy founded California energy storage start-up Advanced Microgrid Solutions, serving as chief executive officer and board chair from 2013-2020 until it was acquired by Fluence (NASDAQ: FLNC) in 2020. Prior to entering the private sector, Ms. Kennedy served for two decades at the highest levels of government, including chief of staff to Governor Arnold Schwarzenegger (2006-2011) and cabinet secretary and deputy chief of staff to Governor Gray Davis (1999-2003). From 2003 to 2006, Ms. Kennedy served as Commissioner of the California Public Utilities Commission (CPUC), which regulates the state’s investor-owned electricity, gas, telecommunications, and water utilities. In this role, she oversaw the CPUC’s efforts to ensure water utilities deliver clean, safe, and reliable water to their customers at reasonable rates. In addition to her service on the CPUC, Ms. Kennedy was confirmed by the California Senate to serve on the California Bay-Delta Authority, the statewide body responsible for overseeing one of the largest water projects in the world — the $8 billion,10-year restoration of the San Francisco Bay Delta ecosystem. In this role, Ms. Kennedy was responsible for agreements among environmental and agricultural interests and urban water users for multi-billion-dollar co-investments in water storage facilities, water use efficiency, and restoration of impaired waterways and fisheries. Ms. Kennedy holds a B.A. in Management from Saint Mary’s College of California. | | | | | Skills & Qualifications Ms. Kennedy’s vast public service experience, including as Chief of Staff and Cabinet Secretary to two California Governors and as a Commissioner on the California Public Utilities Commission, as well as her experience founding and leading a renewable energy company enable her to provide key leadership, public policy, strategy, and industry expertise to the Board and management. | | Cadiz Board Committees N/A | |

  3. Director Biographical Information and Highlights

    | Stephen E. Courter | Director Since: 2008 | Age: 71 | | | Biography Stephen E. Courter was appointed to the Board of Directors of the Company effective October 9, 2008. Mr. Courter is currently on the faculty of the McCombs School of Business, University of Texas at Austin where he teaches MBA courses in strategy and new venture creation. He also serves as a director and the chair of the audit committee of Upland Software (NASDAQ: UPLD), a business process software company. Mr. Courter has over 30 years of experience in management positions in the technology/telecommunications industry, serving most recently as CEO of Broadwing Communications from 2006 to 2007 and CEO of NEON Communications from 2000 to 2006. Mr. Courter has also previously served as a director on several corporate boards, including NEON Communications from 2001-2006, Broadwing Communications from 2006-2007, and GLOBIX from 2006-2007. Mr. Courter began his career as an officer in the U.S. Army and has also held various executive positions, both in the U.S. and Europe, at several major corporations including KPMG, IBM and Sprint. Mr. Courter holds an MBA from George Washington University and a B.S. in Finance from Pennsylvania State University. | | | | | Skills & Qualifications Mr. Courter’s experience in finance, accounting, the technology industry and cybersecurity, as well as his extensive executive and leadership experience enables him to provide valuable leadership, strategy, finance, and risk management guidance to the Board. | | Cadiz Board Committees ● Audit & Risk (Chair) ● Corporate Governance & Nominating | |

  4. Director Biographical Information and Highlights

    | Maria Dreyfus | Director Since: 2023 | Age: 46 | | | Biography Maria Dreyfus was elected to the Board of Directors of the Company in June 2023. Ms. Dreyfus is the CEO and Founder of Ardinall Investment Management, an investment firm focused on sustainable investing, electrification, digitization and resilient infrastructure that she started in 2017. Prior to Ardinall Investment Management, Ms. Dreyfus spent 15 years at Goldman Sachs, where she most recently served as a Portfolio Manager and Managing Director in the Goldman Sachs Investment Partners (GSIP) Group. Ms. Dreyfus also currently serves as a director on the board of Exxon Mobil Corporation (NYSE: XOM). Previously, she served as an independent director on the boards of Pioneer Natural Resources (NYSE: PXD, 2021- 2024), Macquarie Infrastructure Corporation (NYSE: MIC, 2018 - 2022), Nabors Energy Transition Corp (NYSE: NETC, 2021 - 2023) and CDPQ, one of Canada’s largest pension plans (2019 – 2024) and on the advisory board of Eni SpA’s corporate venture arm. Ms. Dreyfus also serves as a director on several private companies’ governing and advisory boards in the energy transition and technology space and on community and non-profit boards. Ms. Dreyfus is the Vice Chair of the advisory board of the Center on Global Energy Policy at Columbia University and co-chair of its Women in Energy program. Ms. Dreyfus is also a member of the MIT Corporation’s Development Committee and sits on the MIT Economics Department’s Visiting Committee. Her current and past non-profit board memberships include the Global Carbon Management Foundation, the New America Alliance, Breakthrough New York, and Girls Inc. of NYC. Ms. Dreyfus has held her CFA since 2004 and holds a dual degree in economics and management science from the Massachusetts Institute of Technology. | | | | | Skills & Qualifications Ms. Dreyfus’ career in finance with expertise in capital markets, audit, accounting, technology and energy, as well as corporate governance, sustainability and risk management bring critical skills and experience to the Board. | | Cadiz Board Committees ● Corporate Governance & Nominating ● Audit & Risk | |

  5. Director Biographical Information and Highlights

    | Maria Echaveste | Director Since: 2019 | Age: 71 | | | Biography Maria Echaveste was elected as a director at the Company’s 2019 Annual Meeting. Ms. Echaveste is a scholar with a distinguished career working as a community leader, public policy advisor, lecturer, senior White House official, and attorney. She is presently President and CEO of the Opportunity Institute, a non-profit working to increase economic and social mobility focused on equity for the most vulnerable communities. Ms. Echaveste has been affiliated with UC Berkeley in various capacities since 2004 including: lecturing at the School of Law and in the undergraduate division on immigration and education; serving as program and policy director of the Law School’s Chief Justice Earl Warren Institute on Law and Social Policy from 2006 -2012; serving as a Senior Fellow at UC Berkeley’s Center for Latin American Studies since 2008; and as a Visiting Scholar with the Berkeley Food Institute from 2015-2016. Previously, from 1998 to 2001 Ms. Echaveste served as Assistant to the President and Deputy Chief of Staff for President Bill Clinton focused on issues relating to immigration, civil rights, education, finance, Mexico and Latin America. From 1993 to 1997, she served as Administrator of the Wage and Hour Division at the US Department of Labor. In 2009, then-Secretary of State Hillary Clinton appointed Ms. Echaveste as a special representative to Bolivia. From 2015-2017, Ms. Echaveste served as vice-chair of the California International Trade and Investment Advisory Committee, an appointment by Governor Brown. Ms. Echaveste presently serves on the board of directors of Mi Familia Vota and UCSF Benioff Children’s Hospitals. | | | | | Skills & Qualifications Ms. Echaveste’s accomplished career in public service and academia, and her extensive community leadership roles enable her to provide valuable public policy and stakeholder insights to the Board. | | Cadiz Board Committees ● Corporate Governance & Nominating (Chair) ● Equity, Sustainability & Environmental Justice | |

  6. Director Biographical Information and Highlights

    | Winston Hickox Lead Independent Director | Director Since: 2006 | Age: 83 | | | Biography Winston Hickox was appointed to the Company’s Board of Directors in October 2006. Mr. Hickox is currently a partner at the public policy consulting firm California Strategies, a position he has held since 2006, Mr. Hickox also currently serves as a Member of the Strategic Advisory Group of Paladin Capital Group, a global investor in cyber security companies. Previously, from 2007 until 2012, Mr. Hickox chaired the FTSE Environmental Markets Committee responsible for bi-annual reset of the FTSE Environmental Markets Index Series. From 2004 – 2006, Mr. Hickox served as Senior Portfolio Manager with the California Public Employees’ Retirement System (CalPERS), designing its environmentally-oriented impact investment initiatives for the fund’s now $500 billion investment portfolio. Prior to CalPers, from 1999 – 2003, Mr. Hickox served as Secretary of the California Environmental Protection Agency (CalEPA) and a member of the Governor’s cabinet. Earlier in his career, Mr. Hickox’s additional private sector experience included head of Portfolio Management, Managing Director and Partner at Lasalle Investment Management from 1987 to 1998, where he managed a $2B real estate portfolio, and President of his own securities brokerage firm, the Hickox Financial Corporation. Mr. Hickox has also served on numerous corporate boards, including Thomas Properties Group, a publicly traded full service real estate investment firm, and GRIDiant Corporation, a privately held corporation in the energy technology sector. Mr. Hickox’s prior government service includes the Board of the $14 billion Sacramento County Employees’ Retirement System (SCERS) from 1998 – 2012, Chair of the Market Advisory Committee, which helped prepare for the implementation of AB 32 California’s sweeping effort to address climate change, and seven years as a Special Assistant to the Governor for Environmental Affairs as well as a Deputy Secretary for Environmental Affairs. From April 1997 to January 1999, Hickox also served as one of the California Assembly Speaker’s appointees to the California Coastal Commission. Mr. Hickox holds an MBA from Golden Gate University and a B.S. from California State University. | | | | | Skills & Qualifications Mr. Hickox’s vast investment experience and roles with the State of California and other industry groups enable him to provide valuable leadership, public policy, investment, finance, and industry expertise to the Board. | | Cadiz Board Committees ● Compensation (Chair) ● Audit & Risk ● Equity, Sustainability & Environmental Justice | |

  7. Director Biographical Information and Highlights

    | Barbara A. Lloyd | Director Since: 2024 | Age: 64 | | | Biography Barbara A. Lloyd was appointed to the Board effective February 29, 2024. Ms. Lloyd is currently CEO and Founder of IMPACTS USA Advisory Services (IMPACTS), a private consulting firm she established in 2013. For more than 10 years, IMPACTS has been advising governments, developers, and investors on innovative capital asset strategies, including public-private partnerships for complex infrastructure projects such as the California High-Speed Rail. IMPACTS advisory clients also have included multiple campuses of the University of California and the California Departments of Transportation and Veterans Affairs. She also advised the state Department of Water Resources and the cities of Los Angeles, Oakland and San Jose at prior employers. Prior to founding IMPACTS, from October 2008 to August 2013, Lloyd served as a Managing Director for KPMG, specializing in alternative financing and delivery options for complex infrastructure projects and governmental facilities. Previously, from February 1999 to October 2004, Lloyd served as Chief Deputy Treasurer and Deputy Treasurer for Public Finance for the California State Treasurer’s Office where she led multiple high-profile, complex bond transactions, such as California’s $11 billion Power Supply Revenue Bonds, then the largest municipal bonds ever issued (2002), and $12.3 billion Economic Recovery Bonds, including the largest single-day issuance in municipal bond history, at $7.9 billion (2004). In her role at the State Treasurer’s Office, Lloyd also served as chief negotiator and senior spokesperson with rating agencies, credit enhancement providers, investors, governmental agencies, and other bond market participants. Lloyd also served as Treasury Manager for the City of Oakland from December 1997 to February 1999. Lloyd’s expansive financial career also includes roles in senior executive public finance positions at Lehman Brothers Public Finance, acquired by Barclays, and Leifer Capital, now KNN Public Finance. She led banking transactions for the State of California; Los Angeles Department of Water and Power; California Department of Veterans Affairs; Irvine Ranch Water District; San Diego County; City of Oakland; and California Communities JPA. Lloyd began her career as a Fellow for the California State Assembly, later becoming Chief of Staff in the 14th Assembly District, serving diverse communities in Alameda County. Lloyd has an M.B.A. from Stanford University and a B.A. in Political Science from UC Davis. | | | | | Skills & Qualifications Ms. Lloyd’s deep experience in project and municipal financing. including public-private infrastructure financing for the State of California and other clients, enable her to provide valuable leadership, public policy, investment, and finance expertise to the Board. | | Cadiz Board Committees ● Audit & Risk ● Compensation | |

  8. Director Biographical Information and Highlights

    | Kenneth T. Lombard | Director Since: 2022 | Age: 71 | | | Biography Kenneth T. Lombard was appointed to the Board of Directors of the Company in April 2022. Mr. Lombard is presently President & CEO of BRIDGE Housing, a leading nonprofit developer, owner, and manager of affordable housing. He joined BRIDGE in November 2021. Over a career that spans three decades, Mr. Lombard joined BRIDGE following positions at Seritage Growth Properties (NYSE: SRG), where he served most recently as Special Advisor; he was an original Board member when Seritage went public in 2015 and subsequently served as Seritage’s EVP and COO. Seritage is a self-administered and self-managed REIT with properties totaling approximately 39 million square feet of space across 49 states and Puerto Rico. Earlier, Mr. Lombard was President of MacFarlane Partners, an investment management firm that acquires, develops, and manages real estate assets on behalf of pensions and institutional investors. Prior to joining MacFarlane Partners, Mr. Lombard served as Vice Chairman, Partner, and head of investments for Capri Capital Partners, and President of the Capri Urban Fund, which invested in more than $1 billion in commercial, residential, and mixed-use development, redevelopment, and repositioning projects in densely populated urban markets of the U.S. From 2004 to 2008, Mr. Lombard was President of Starbucks Entertainment, where he managed the collaboration with Concord Music to form a new Starbucks music label. In 1992, Mr. Lombard co-founded Johnson Development Corporation and spent 12 years as the President and Partner of the firm, creating a legacy of economic improvement in underserved communities of color in 65 cities and 17 states. Mr. Lombard holds a B.A. in Communication from the University of Washington. | | | | | Skills & Qualifications Mr. Lombard’s broad experience in business development, executive management, investment banking, economic development, corporate expansion, and real estate investment provides important skills and guidance for the Board. | | Cadiz Board Committees ● Audit & Risk | |

  9. Director Biographical Information and Highlights

    | David O’Hara | Director Since: 2026 | Age: 63 | | | Biography David O’Hara was appointed to the Board of Directors of the Company in February 2026. Mr. O’Hara is a senior finance executive with extensive experience in corporate finance, commercial strategy and large-scale growth initiatives. He is presently on the Board of Directors for private companies Rhorrim, Inc. and LevelTen Energy, Inc. Mr. O’Hara spent more than 20 years at Microsoft in senior executive leadership roles, most recently serving as Executive Vice President and Chief Financial Officer of Microsoft’s Commercial Business Group. In that role, he was responsible for investment strategy, budgeting, forecasting, and financial analysis across some of the company’s largest and most strategically important business units. His experience includes oversight of large-scale, long-duration capital investments such as data centers, cloud infrastructure, and global platform expansions. Earlier at Microsoft, Mr. O’Hara served as Chief Operating Officer of Microsoft Advertising and as Vice President of Business Development. Before joining Microsoft, Mr. O’Hara served as Vice President of Mergers and Acquisitions and Vice President for the International Division at Great Plains Software, which was acquired by Microsoft in 2001. Previously, Mr. O’Hara also served in state government as a director of economic development. Mr. O’Hara holds a Bachelor’s degree in Economics and an MBA from the University of South Dakota. | | | | | Skills & Qualifications Mr. O’Hara is a senior finance executive with deep experience in corporate finance, commercial strategy, and large-scale capital investment, complemented by public sector experience, providing valuable skills as the Company expands its services, executes public and private financing initiatives, and navigates key regulatory pathways. | | Cadiz Board Committees ● Audit & Risk | |

  10. Director Biographical Information and Highlights

    | Richard Polanco | Director Since: 2022 | Age: 75 | | | Biography Senator Richard Polanco was appointed a director of the Company in 2022. Senator Polanco is presently managing director of Tres Es Inc., a boutique government affairs firm. Senator Polanco began his career in public service in 1975 and served on the staff of several local and state officials including Los Angeles County Supervisor Ed Edelman in (1975 – 1978), California Governor Jerry Brown (1978 – 1982) and Assemblyman Richard Alatorre (1982 – 1986). In 1986, Senator Polanco was elected to the California State Assembly where he served until 1994 when he was elected to the California State Senate. Senator Polanco served in the Senate from 1994 until his retirement in 2002, including four years as the Senate Majority Leader from 1998 – 2002. During his 16 years in the State Legislature Sen. Polanco served as Senate Majority Leader (1998-2002) and Chair of the Latino Legislative Caucus (1990 – 2002), authoring bills across a wide range of policy areas, from clean drinking water to voting rights. In October 2002, Senator Polanco established the California Latino Caucus Institute for Public Policy, a 501(c)3 non-profit organization that supports leadership programs for Californians. Senator Polanco served as the Institute’s first Chairman of the Board. Earlier in his career, Senator Polanco served as the Executive Director to the Maravilla Neighborhood Project Area Committee in East Los Angeles, and as a Community Organizer for the Maravilla Public Housing Project. Senator Polanco has also served on a variety of public, private and non-profit boards and commissions, including California Delta Dental Plan, Meruelo Maddux Construction Inc., California Public Utility Commission Low Income Oversight Board, Sylvatex Inc., Farmworker Institute for Education & Leadership Development, Cesar Chavez Adult Charter School and the UCLA Luskin School of Urban Affairs. He attended both the University of Redlands and the Universidad Nacional Mexico, majoring in business administration. | | | | | Skills & Qualifications Senator Polanco’s 40-year career navigating the intersection of public policy, the private sector, and disadvantaged communities in California has provided him with a portfolio of skills valuable to the Board’s oversight of the Company’s purpose, mission, vision and values. | | Cadiz Board Committees ● Compensation ● Equity, Sustainability & Environmental Justice (Chair) | |

  11. Executive Officer Biographical Information and Highlights

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Susan Kennedy Chair, Principal Executive Officer and President | 2025 2024 | 400,000 368,407 | - 500,000 | 645,625 1,400,655 | 12,000 11,052 | 1,057,625 2,280,114 | | Cathryn Rivera Chief Operating Officer | 2025 2024 | 275,000 79,327 | - - | 196,671 152,747 | - - | 471,671 232,074 | | Stanley E. Speer Principal Financial Officer and Secretary | 2025 2024 | 368,461 350,000 | - - | 847,742 109,331 | 22,830 22,200 | 1,239,033 481,531 |

  12. Stanley E. Speer

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Stephen E. Courter | 75,000 | 25,000 | 100,000 | | Maria J. Dreyfus | - | 100,000 | 100,000 | | Maria Echaveste | 75,000 | 25,000 | 100,000 | | Winston H. Hickox | 75,000 | 25,000 | 100,000 | | Barbara Lloyd | 56,250 | 43,750 | 100,000 | | Kenneth T. Lombard | 75,000 | 25,000 | 100,000 | | David O'Hara(2) | - | - | - | | Richard Polanco | 75,000 | 25,000 | 100,000 |

  13. Stanley E. Speer

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) | | 2025 | $1,057,625 | $492,900 | $855,352 | $1,666,376 | $200 | $(34,151,000) | | 2024 | $2,280,114 | $9,024,334 | $356,803 | $890,728 | $135 | $(31,140,000) | | 2023 | $385,504 | $658,700 | $366,374 | $248,490 | $73 | $(31,446,000) |

  14. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay vs. Performance table on CAP and each of total shareholder return (“TSR”) and net loss. We do not utilize TSR and net loss in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail above, part of the compensation our NEOs are eligible to receive consists of performance-based cash bonuses that are designed to provide appropriate incentives to our executives to achieve defined corporate goals and to reward our executives for individual achievement towards these goals, subject to certain employment criteria. Additionally, we view RSUs and PSUs, which are an integral part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. From 2024 to 2025, our TSR and the CAP for our non-PEO Named Executive Officers increased due to a stock compensation grant to our CFO in 2025, while the CAP decreased for our PEO as no grant was provided in 2025 due to a significant grant in 2024. With respect to net income, we have not reached the stage of profitability. The Company is investing today for future growth and profitability. Our primary focus is on building the product lines and infrastructure to support our future objectives. Consequently, the Company does not consider net loss as a performance measure for our executive compensation program. In 2025 our net loss increased from 2024. The higher loss in 2025 was primarily due to increased professional fees incurred in advancing the development of the Mojave Groundwater Bank offset by improved profitability from our ATEC subsidiary driven by increased filter sales. From 2023 to 2024, our TSR and the CAP for our PEO and non-PEO Named Executive Officers increased primarily due to stock compensation grants to both the new CEO and COO in 2024. In 2024, our net loss decreased slightly from 2023. The lower loss in 2024 was primarily due to a 2023 loss on extinguishment of debt in the amount of $5.3 million resulting from issuance of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in 2023, and improved operating results for the water filtration technology business segment offset by higher compensation costs related to stock based non-cash bonus awards and increased interest expense in 2024. From 2022 to 2023, our TSR and the CAP for Mr. Slater increased while our non-PEO Named Executive Officers decreased. In 2023, our net loss increased from 2022. The higher loss in 2023 was primarily due to a loss on extinguishment of debt in the amount of $5.3 million resulting from issuance of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in February 2023. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of the Company’s voting securities, as of April 22, 2026, by each stockholder whom the Company knows to own beneficially more than five percent of our common stock or preferred stock, and by each director and director nominee, each named executive officer, and all directors and executive officers as a group, excluding, in each case, rights under options or warrants not exercisable within 60 days. All persons named have sole voting power and investment power over their shares except as otherwise noted.

  15. Analysis of Information Presented in the Pay Versus Performance Table

    | Name and Address | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class | | Heerema International Services Group SA HHC$ Fund 2012 Mr. Jacobus Muller Route de Florissant 81, V8 1206 Geneva Switzerland | 31,286,167(3) | 35.04% | | Susan P. Kennedy | 1,021,921(4) | 1.22% | | c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | | | | Winston H. Hickox c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 263,830(5) | * | | Maria Dreyfus c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 186,003 | * | | Stanley Speer c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 184,348(6) | * | | Cathryn Rivera c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 90,150(7) | * | | Stephen Courter c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 75,489 | * | | Maria Echaveste c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 39,627 | * | | Barbara Lloyd c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | 22,272 | * | | Richard Polanco | 22,052 | * | | c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | | |

  16. Analysis of Information Presented in the Pay Versus Performance Table

    | David O’Hara | 6,976 | * | | c/o 550 S. Hope St., Suite 2850 Los Angeles, CA 90071 | | | | All Directors and officers as a group (ten individuals) | 1,937,555(4)(5)(6)(7) | 2.31% |

  17. Analysis of Information Presented in the Pay Versus Performance Table

    __________________________ * Represents less than one percent of the 83,701,286 outstanding shares of common stock of the Company as of April 22, 2026. Footnotes

  18. Analysis of Information Presented in the Pay Versus Performance Table

    | (1) Does not include the Company’s currently outstanding 329 shares of Series 1 Preferred Stock, all of which are held by Elkhorn Partners L.P., and which represent less than 1% of the voting power of the Company’s outstanding voting securities. | | (2) Does not include the Company’s outstanding Depositary Shares, which are not currently voting securities. | | (3) Based upon a Form 4 and Schedule 13D/A filed with the SEC on November 6, 2024, Heerema International Services Group SA (“Heerema Group”) and an affiliate, HHC $ Fund 2012, own 25,695,300 of the Company's common stock. Includes 4,590,867 shares issuable upon conversion of the $20 million convertible loan held by HHC $ Fund 2012 at $5.04 per share, as of April 22, 2026. Does not include an additional 420,794 shares issuable upon conversion of the loan if held through maturity on June 30, 2027, calculated based on 7% PIK interest payable quarterly in arrears. Includes 1,000,000 shares issuable upon exercise of a warrant to purchase common stock at $4.75 per share granted to HHC $ Fund 2012 in connection with the March 2024 convertible loan. The warrant expires on June 30, 2027. | | (4) Does not include (a) 150,000 restricted stock unit (“RSUs”) that will vest over the next three quarters in 2026 and (b) 389,500 RSUs that will vest upon achievement of milestones related to completion of certain permits, entering into binding contracts for water delivery or storage, and delivery of water. Each RSU represents a contingent right to receive one share of Cadiz Inc. common stock. Ms. Kennedy disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested. | | (5) Includes 70,759 shares owned by Mr. Hickox’s spouse and indirectly owned by Mr. Hickox. | | (6) Does not include (a) 80,150 restricted stock unit (“RSUs”) that will vest over the next seven quarters in 2026 and 2027 and (b) 260,000 RSUs that will vest upon achievement of milestones related to completion of certain permits, entering into binding contracts for water delivery or storage, and delivery of water. Each RSU represents a contingent right to receive one share of Cadiz Inc. common stock. Mr. Speer disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested. | | (7) Does not include (a) 57,350 restricted stock unit (“RSUs”) that will vest over the next five quarters in 2026 and 2027 and (b) 137,500 RSUs that will vest upon achievement of milestones related to completion of certain permits, entering into binding contracts for water delivery or storage, and delivery of water. Each RSU represents a contingent right to receive one share of Cadiz Inc. common stock. Ms. Rivera disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested. |

  19. Analysis of Information Presented in the Pay Versus Performance Table

    DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities ("reporting persons"), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Reporting persons are required by the Commissions regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of reports and amendments thereto on Forms 3, 4 and 5 furnished to us by reporting persons and forms that we filed on behalf of certain directors and officers, during, and with respect to, our fiscal year ended December 31, 2025, and on a review of written representations from reporting persons to us all reports required to be filed were filed in a timely manner. AUDIT AND RISK COMMITTEE REPORT As of December 31, 2025, the Audit and Risk Committee was composed of Mr. Courter, Ms. Dreyfus, Ms. Lloyd, Mr. Lombard and Mr. Hickox. Mr. Courter currently serves as Chair of the Committee. Each member of the Committee is an independent director as defined under the listing standards of the NASDAQ Global Market. The Committee operates under a written charter that is reviewed on an annual basis. The Audit and Risk Committee may also be referred to in this proxy statement as the “Audit Committee” or the “Committee”. During fiscal 2025, the Audit Committee performed all of its duties and responsibilities under its charter. The purpose of the Audit and Risk Committee is to assist the Board of Directors in its oversight of management’s control of the Company’s financial reporting processes as well as assessment and management of risk. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Audit Committee reviews the Company’s accounting and financial reporting process on behalf of the Board of Directors. In that regard, the Committee met four times in 2025 in order to expressly exercise the Committee’s responsibilities related to the Company’s quarterly and annual financial statements for fiscal 2025 and management’s assessment of the effectiveness of our internal controls over financial reporting as of December 31, 2025. During these meetings, the Committee reviewed and discussed with management and PricewaterhouseCoopers LLP, our independent registered public accounting firm, our consolidated financial statements, including our audited consolidated financial statements for the year ended December 31, 2025, and financial reporting process, including the system of internal controls over financial reporting and significant accounting policies applied by the Company. The Audit Committee also reviewed the report of management contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission, as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm included in our 2025 Annual Report on Form 10-K related to its audit of the consolidated financial statements. The Audit and Risk Committee continues to oversee the Company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation of its internal controls for fiscal 2026. The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of PricewaterhouseCoopers LLP. The Committee regularly meets in executive session with PricewaterhouseCoopers LLP, without management present, to discuss the results of their examinations and the overall quality of the Company’s financial reporting. Our independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements of the Company and expressing an opinion on the conformity of our financial statements with U.S. generally accepted accounting principles. The Committee discussed with the Company’s independent registered public accounting firm the scope and plan for its audits. The Committee has discussed with PricewaterhouseCoopers LLP the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. PricewaterhouseCoopers LLP has provided the Committee with the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence from the Company. The Committee also considered the nature and scope of the non-audit services provided by PricewaterhouseCoopers LLP to the Company and the compatibility of these services with PricewaterhouseCoopers LLP’s independence. The Committee pre-approves all audit and permitted non-audit services to be performed by the Company’s independent registered public accounting firm pursuant to the terms of the Committee’s written charter. In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025. The Committee also appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 and has recommended that such appointment be submitted to the Company’s stockholders for ratification at the 2026 Annual Meeting of Stockholders.

  20. Analysis of Information Presented in the Pay Versus Performance Table

    | THE AUDIT AND RISK COMMITTEE | | Mr. Stephen E. Courter, Chair | | Ms. Maria Dreyfus | | Ms. Barbara Lloyd | | Mr. Winston Hickox | | Mr. Kenneth Lombard |

  21. Analysis of Information Presented in the Pay Versus Performance Table

    PRINCIPAL ACCOUNTANT FEES AND SERVICES For the fiscal years ended December 31, 2025 and 2024, professional services were performed by PricewaterhouseCoopers LLP. The Company’s Audit and Risk Committee annually approves the engagement of outside auditors for audit services in advance. The Audit and Risk Committee has also established complementary procedures to require pre-approval of all audit-related, tax and permitted non-audit services provided by PricewaterhouseCoopers LLP, and to consider whether the outside auditors’ provision of non-audit services to the Company is compatible with maintaining the independence of the outside auditors. The Audit and Risk Committee may delegate pre-approval authority to one or more of its members. Any such fees pre-approved in this manner shall be reported to the Audit and Risk Committee at its next scheduled meeting. All services described below were pre-approved by the Audit and Risk Committee. All fees for services rendered by PricewaterhouseCoopers LLP aggregated $451,000 and $700,000 during the fiscal years ended December 31, 2025 and 2024, respectively, and were composed of the following: Audit Fees. The aggregate fees accrued by the Company for the audit of the annual financial statements during the fiscal years ended December 31, 2025 and 2024, for reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, and for assistance with and review of documents filed with the SEC were $449,000 for 2025 and $698,000 for 2024. Audit Related Fees. No audit-related fees were billed by PricewaterhouseCoopers LLP to the Company during the fiscal years ended December 31, 2025 and 2024. Tax Fees. No tax fees were billed by PricewaterhouseCoopers LLP to the Company during the fiscal years ended December 31, 2025 and 2024. All Other Fees. All other fees were $2,000 during each of the fiscal years ended December 31, 2025 and 2024. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There have been no transactions since the beginning of our last fiscal year with our directors and officers and beneficial owners of more than five percent of our voting securities and their affiliates requiring disclosure. AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK