Not independent
Tenure on this board
14.9 yrs
8 nominees · 4 ballot items.
Elect eight directors; ratify Assure CPA, LLC as independent auditor; approve a non-binding advisory 'Say on Pay' for named executive officer compensation; and approve the Comstock Inc. 2026 Equity Incentive Plan.
Elect eight named nominees to the Board of Directors to serve until the 2027 annual meeting or until their successors are duly elected and qualified.
Ratify the appointment of Assure CPA, LLC as Comstock’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy, including the compensation tables and narrative. Management frames the vote as a vehicle to confirm that its compensation philosophy—linking pay to long-term growth, shareholder value and company-wide performance through a mix of base salary, performance-based cash incentives, and stock-based awards—is aligned with shareholder interests. The Organization, Operating System, Compensation and Communities Committee asserts that total compensation awarded for 2025 is reasonable, competitive with peers, and intended to attract, motivate and retain executives while encouraging stock ownership and throughput-based sustainable performance. Because the vote is advisory, it will not bind the Board or management, but the Board will review and consider the outcome when making future executive compensation decisions. The proxy discloses that most 2025 compensation consisted of base salary and that long-term equity awards have not been recently issued, which may influence investor views on alignment and pay-for-performance. The Company also highlights its clawback policy and performance-based incentive design as governance measures intended to support accountability. Notably, broker non-votes and abstentions will not affect the outcome; the proposal requires that votes cast in favor exceed votes cast in opposition. From a governance perspective, the advisory vote provides shareholders a recurrent signal on pay practices; a favorable vote would validate current policies, whereas a negative vote could pressure the Committee to alter design, mix, or disclosure. Analysts evaluating this proposal should weigh the Company’s recent TSR and net income performance, the limited recent use of equity awards, and the stated intent to consider shareholder feedback when assessing the practical implications of the advisory result.
Approve the Comstock Inc. 2026 Equity Incentive Plan, which would reserve 7,500,000 shares (plus certain shares from prior plans) for equity awards to employees, consultants and non-employee directors.
This management proposal requests shareholder approval of the Comstock Inc. 2026 Equity Incentive Plan, which would reserve 7,500,000 shares (plus any unused shares from the Prior Plans) for grants of options, SARs, performance shares/units, restricted stock/units, cash incentive awards and other equity-linked awards to employees, consultants and non-employee directors. Management seeks approval to replace and terminate the Prior Plans and to provide a new, larger authorized pool to enable competitive equity compensation necessary to attract, retain and motivate talent while preserving cash. The Plan contains governance protections including prohibitions on backdating, repricing, and discounted options, a director award limit ($700,000 aggregate per year including cash fees), and requirements that material amendments receive shareholder approval—measures intended to limit dilution and protect shareholder interests. The Organization, Operating System, Compensation and Communities Committee considered historical grant practices, anticipated hiring and retention needs, projected equity mix, and potential dilution in recommending a 7.5M share reserve, and the Board judged this level appropriate for multi-year grants. The Plan also specifies share replenishment rules, anti-dilution adjustment provisions, change-of-control treatment, and tax compliance provisions (Sections 162(m), 409A, ISOs), which affect the economics and accounting of awards. Approval would allow the Company to roll remaining Prior Plan shares into the 2026 Plan; if not approved, the Prior Plans would remain in effect but the Company warns there would be insufficient shares for future annual or retention awards, forcing a potential revision of compensation philosophy or alternative cash-based programs. Investors should weigh the prospective dilution (7.5M vs ~74.1M outstanding shares), the Company’s recent lack of outstanding equity awards, and the Plan’s structural safeguards when assessing governance quality and value-creation potential. The Board recommends a FOR vote arguing the Plan balances incentive needs with dilution limits and governance protections to support long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hood River Capital Management LLC | 8.28% | 6,284,958 | $19M |
| 2 | MAK CAPITAL ONE LLC | 7.59% | 5,763,729 | $18M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.90% | 2,958,957 | $9M |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 2.65% | 2,014,585 | $6M |
| 5 | SEI INVESTMENTS CO | 2.24% | 1,700,841 | $5M |
| 6 | CITADEL ADVISORS LLC | 1.57% | 1,194,817 | $4M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.21% | 920,548 | $3M |
| 8 | FLAX POND CAPITAL, LLC | 1.12% | 849,788 | $3M |
| 9 | GRATIA CAPITAL, LLC | 1.10% | 833,764 | $3M |
| 10 | Alyeska Investment Group, L.P. | 0.97% | 732,739 | $2M |
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