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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Cadiz Inc. 10-K 12/31/23 87:7.7M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.31M
2: EX-21.1 Exhibit 21.1 Subsidiaries HTML 23K
3: EX-23.1 Exhibit 23.1 Consent of Independent Registered HTML 23K
Public Accounting Firm
8: EX-97.1 Exhibit 97.1 Cadiz Clawback and Forfeiture Policy HTML 40K
4: EX-31.1 Exhibit 31.1 Certification of Ceo, Section 302 HTML 27K
5: EX-31.2 Exhibit 31.2 Certification of CFO, Section 302 HTML 27K
6: EX-32.1 Exhibit 32.1 Certification of Ceo, Section 906 HTML 24K
7: EX-32.2 Exhibit 32.2 Certification of CFO, Section 906 HTML 24K
14: R1 Document And Entity Information HTML 99K
15: R2 Consolidated Statements of Operations and HTML 93K
Comprehensive Loss
16: R3 Consolidated Balance Sheets HTML 137K
17: R4 Consolidated Balance Sheets (Parentheticals) HTML 50K
18: R5 Consolidated Statements of Cash Flows HTML 118K
19: R6 Consolidated Statements of Stockholders' Equity HTML 67K
(Deficit)
20: R7 Consolidated Statements of Stockholders' Equity HTML 28K
(Deficit) (Parentheticals)
21: R8 Insider Trading Arrangements HTML 33K
22: R9 Note 1 - Description of Business HTML 31K
23: R10 Note 2 - Summary of Significant Accounting HTML 74K
Policies
24: R11 Note 3 - Acquisitions HTML 36K
25: R12 Note 4 - Reportable Segments HTML 99K
26: R13 Note 5 - Property, Plant, Equipment and Water HTML 45K
Programs
27: R14 Note 6 - Other Assets HTML 34K
28: R15 Note 7 - Accrued Liabilities HTML 36K
29: R16 Note 8 - Long-term Debt HTML 63K
30: R17 Note 9 - Income Taxes HTML 61K
31: R18 Note 10 - Common and Preferred Stock HTML 44K
32: R19 Note 11 - Stock-based Compensation Plans HTML 56K
33: R20 Note 12 - Commitments and Contingencies HTML 30K
34: R21 Note 13 - Leases HTML 55K
35: R22 Note 14 - Fair Value Measurements HTML 68K
36: R23 Note 15 - Subsequent Events HTML 29K
37: R24 Significant Accounting Policies (Policies) HTML 115K
38: R25 Note 2 - Summary of Significant Accounting HTML 35K
Policies (Tables)
39: R26 Note 3 - Acquisitions (Tables) HTML 32K
40: R27 Note 4 - Reportable Segments (Tables) HTML 103K
41: R28 Note 5 - Property, Plant, Equipment and Water HTML 41K
Programs (Tables)
42: R29 Note 6 - Other Assets (Tables) HTML 32K
43: R30 Note 7 - Accrued Liabilities (Tables) HTML 35K
44: R31 Note 8 - Long-term Debt (Tables) HTML 50K
45: R32 Note 9 - Income Taxes (Tables) HTML 56K
46: R33 Note 11 - Stock-based Compensation Plans (Tables) HTML 45K
47: R34 Note 13 - Leases (Tables) HTML 53K
48: R35 Note 14 - Fair Value Measurements (Tables) HTML 70K
49: R36 Note 1 - Description of Business (Details Textual) HTML 27K
50: R37 Note 2 - Summary of Significant Accounting HTML 195K
Policies (Details Textual)
51: R38 Note 2 - Summary of Significant Accounting HTML 34K
Policies - Components of Cash, Cash Equivalents
and Restricted Cash (Details)
52: R39 Note 3 - Acquisitions (Details Textual) HTML 42K
53: R40 Note 3 - Acquisitions - Fair Value of Assets HTML 38K
Acquired (Details)
54: R41 Note 4 - Reportable Segments - Segment Information HTML 50K
(Details)
55: R42 Note 4 - Reportable Segments - Assets by Operating HTML 35K
Segment (Details)
56: R43 Note 4 - Reportable Segments - Goodwill by Segment HTML 30K
(Details)
57: R44 Note 4 - Reportable Segments - Property, Plant, HTML 55K
Equipment and Water Programs (Details)
58: R45 Note 5 - Property, Plant, Equipment and Water HTML 30K
Programs (Details Textual)
59: R46 Note 5 - Property, Plant, Equipment and Water HTML 44K
Programs - Property, Plant, Equipment and Water
Programs (Details)
60: R47 Note 6 - Other Assets (Details Textual) HTML 26K
61: R48 Note 6 - Other Assets - Other Assets (Details) HTML 28K
62: R49 Note 7 - Accrued Liabilities - Accrued Liabilities HTML 33K
(Details)
63: R50 Note 8 - Long-term Debt (Details Textual) HTML 110K
64: R51 Note 8 - Long-term Debt - Carrying Amount of the HTML 40K
Company's Outstanding Debt (Details)
65: R52 Note 8 - Long-term Debt - Carrying Amount of the HTML 28K
Company's Outstanding Debt (Details)
(Parentheticals)
66: R53 Note 8 - Long-term Debt - Annual Maturities of HTML 40K
Long-term Debt Outstanding (Details)
67: R54 Note 9 - Income Taxes (Details Textual) HTML 36K
68: R55 Note 9 - Income Taxes - Deferred Taxes (Details) HTML 40K
69: R56 Note 9 - Income Taxes - Reconciliation of the HTML 38K
Income Tax Benefit to the Statutory Federal Income
Tax Rate (Details)
70: R57 Note 10 - Common and Preferred Stock (Details HTML 121K
Textual)
71: R58 Note 11 - Stock-based Compensation Plans (Details HTML 119K
Textual)
72: R59 Note 11 - Stock-based Compensation Plans - HTML 44K
Nonvested Stock Option Activity (Details)
73: R60 Note 12 - Commitments and Contingencies (Details HTML 30K
Textual)
74: R61 Note 13 - Leases (Details Textual) HTML 49K
75: R62 Note 13 - Leases - Balance Sheet Information HTML 34K
(Details)
76: R63 Note 13 - Leases - Future Minimum Lease Payments HTML 47K
(Details)
77: R64 Note 13 - Leases - Lease Information (Details) HTML 27K
78: R65 Note 14 - Fair Value Measurements (Details HTML 27K
Textual)
79: R66 Note 14 - Fair Value Measurements - Level 1 Assets HTML 30K
(Details)
80: R67 Note 14 - Fair Value Measurements - Level 3 HTML 32K
Liabilities (Details)
81: R68 Note 14 - Fair Value Measurements - Assets and HTML 40K
Liabilities (Details)
82: R69 Note 15 - Subsequent Events (Details Textual) HTML 42K
84: XML IDEA XML File -- Filing Summary XML 159K
87: XML XBRL Instance -- cdzi20231231_10k_htm XML 1.48M
83: EXCEL IDEA Workbook of Financial Report Info XLSX 129K
10: EX-101.CAL XBRL Calculations -- cdzi-20231231_cal XML 179K
11: EX-101.DEF XBRL Definitions -- cdzi-20231231_def XML 1.49M
12: EX-101.LAB XBRL Labels -- cdzi-20231231_lab XML 1.11M
13: EX-101.PRE XBRL Presentations -- cdzi-20231231_pre XML 1.51M
9: EX-101.SCH XBRL Schema -- cdzi-20231231 XSD 205K
85: JSON XBRL Instance as JSON Data -- MetaLinks 472± 752K
86: ZIP XBRL Zipped Folder -- 0001437749-24-009847-xbrl Zip 369K
| HTML Editor |
EXHIBIT 97.1
CADIZ INC.
CLAWBACK AND FORFEITURE POLICY
The Board of Directors (the “Board”) of Cadiz Inc. (the “Company”) has adopted this Clawback and Forfeiture Policy (this “Policy”) to comply with Section 10D and Rule 10D-1 of the Exchange Act and the Listing Rules of The Nasdaq Stock Market (the “Rules”), and to establish the circumstances under which the Company shall seek recoupment and forfeiture of Incentive-Based Compensation Received by Executive Officers of the Company in the event of an Accounting Restatement. The Board believes the adoption of this Policy is consistent with the Company’s executive compensation philosophy and objectives, and in furtherance of the Board’s intention to follow sound corporate governance practices.
This Policy was adopted by the Board on September 13, 2023 with an effective date of October 2, 2023 (the “Effective Date”). The Board has delegated to the Compensation Committee the responsibility of administering this Policy. Except as specifically set forth in Section 2 (which sets forth the role of the Audit Committee with respect to this Policy), the Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determinations by the Audit Committee or the Compensation Committee, as applicable, shall be binding on all Executive Officers. The Compensation Committee may, from time to time, recommend amendments to this Policy. Any amendments to this Policy must be approved by the Board. This Policy shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.
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1. |
Certain Definitions. For purposes of this Policy, the following terms shall have the meanings set forth below: |
|
a. |
“Accounting Restatement” means a restatement of any Company Financial Statements which is required as a result of, or necessitated by, any material noncompliance by the Company with any financial reporting requirement under the federal securities laws, including any accounting restatement that (i) corrects errors that are material to previously issued Company Financial Statements (commonly referred to as “Big R” restatements), or (ii) corrects errors that are not material to previously issued Company Financial Statements, but would result in a material misstatement if the errors were left uncorrected in the current report, or the error correction was recognized in the current period (commonly referred to as “little r” restatements). |
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b. |
“Accounting Restatement Date” means the date on which the Company is required to prepare an Accounting Restatement, which shall be the earlier of: (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. |
|
c. |
“Audit Committee” means the Audit Committee of the Board |
|
d. |
“Company Financial Statements” means any audited or unaudited financial statements of the Company included in any SEC Report. |
|
e. |
“Compensation Committee” means the Compensation Committee of the Board. |
|
f. |
“Exchange Act” means the Securities and Exchange Act of 1934, as amended. |
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g. |
“Executive Officer” means any person who is or has been designated by the Board as an “officer” for purposes of Rule 16a-1(f) under the Exchange Act, who holds such position at the time the Incentive-Based Compensation at issue under this Policy was granted, earned, or vested. |
|
h. |
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company Financial Statements, as well as any measures derived wholly or in part from such measures, including non-GAAP financial measures, regardless of whether such measures were presented in the Company Financial Statements or an SEC Report. Financial Reporting Measures include, without limitation, the Company’s stock price and total stockholder return. |
|
i. |
“Incentive-Based Compensation” means any cash or equity bonus or other compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, including, but not limited to, annual cash bonuses, short- and long-term cash incentive awards, stock options, restricted stock, restricted stock units, stock appreciation rights or performance shares, and the proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part on satisfying a Financial Reporting Measure performance goal. |
|
j. |
“Received” means received in the fiscal period during which a Financial Reporting Measure is attained, even if the Incentive-Based Compensation payment or award (or the vesting of such award) occurs after the end of that period. |
|
k. |
“Recovery Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date. |
|
l. |
“Restated Financial Statements” means Company Financial Statements as restated as a result of an Accounting Restatement. |
|
m. |
“SEC” means the Securities and Exchange Commission. |
|
n. |
“SEC Report” means an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or any other report containing Company Financial Statements that is filed by the Company with the SEC. |
|
2. |
Accounting Restatement: Provisions Applicable to Executive Officers. |
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a. |
In each instance where all three of the following factors exist: |
|
i. |
an Accounting Restatement has occurred; |
|
ii. |
Incentive-Based Compensation was Received by an Executive Officer during the Recovery Period after beginning service as an Executive Officer; and |
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iii. |
the Audit Committee, in its sole discretion exercised in good faith, determines that the amount or reported value of that Incentive-Based Compensation that was paid to or Received by such Executive Officer during the Recovery Period exceeds the amount or reported value of the Incentive-Based Compensation that would have been Received by such Executive Officer if such amount or value had been determined on the basis of the Restated Financial Statements (such excess amount or value, the “Excess Incentive-Based Compensation”); |
Then: the Company shall, in accordance with Section 4(b), seek to recoup or recover the amount or value of such Excess Incentive-Based Compensation from the Executive Officer. The Company is entitled to recoup or recover Excess Incentive-Based Compensation pursuant to the terms of this Policy regardless of any fault of the Executive Officer for the accounting error(s) necessitating the Accounting Restatement.
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b. |
If the Audit Committee cannot determine the amount of Excess Incentive-Based Compensation Received by the Executive Officer directly from the information in the Accounting Restatement, then it shall make its determination based on a reasonable estimate of the effect of the Accounting Restatement. The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation to the Nasdaq, if requested. |
|
3. |
No Indemnity or Insurance Reimbursement. |
The Company shall not insure or indemnify any Executive Officer against the loss of any Incentive-Based Compensation subject to recoupment or forfeiture hereunder. The Company shall not pay or reimburse any Executive Officer for premiums paid toward an insurance policy to fund potential recovery obligations.
|
4. |
General Provisions. |
|
a. |
Calculation of Erroneously Awarded Incentive-Based Compensation. Any Excess Incentive-Based Compensation that the Company is entitled to recoup or recover pursuant to the terms of this Policy shall be calculated without regard to any taxes paid by the Executive Officer. |
|
b. |
Recoupment Methods. The Compensation Committee shall determine, in its sole discretion, the method for recouping Excess Incentive-Based Compensation hereunder, which may include, without limitation: (i) requiring reimbursement of cash Incentive-Based Compensation previously paid; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity incentive awards; (iii) cancelling or rescinding some or all outstanding vested or unvested equity incentive awards; (iv) offsetting the recouped amount from any compensation otherwise owed by the Company to the Executive Officer (including compensation that is not incentive-based); (v) cancelling or setting-off against planned future grants of cash incentive awards or equity incentive awards; (vi) any other method authorized by any agreement between the Company and a particular Executive Officer; or (vii) taking any other remedial and recovery action permitted by law. The Company must seek to recover or recoup Excess Incentive-Based Compensation except to the extent that the Compensation Committee or a majority of the independent members of the Board determines that recovery would be impracticable and the conditions for such determination set forth in the Rules are satisfied. |
|
c. |
Rights and Remedies. The Board intends that this Policy shall be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company. |
|
d. |
Binding Agreement. This Policy shall be binding and enforceable against all Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/24 | |||
| For Period end: | 12/31/23 | 8-K | ||
| 10/2/23 | 4 | |||
| 9/13/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/24 Cadiz Inc. 424B5 1:352K EdgarAgents LLC/FA |