DEF 14A of Comstock Inc.
Filed Apr 16, 2024 · FY20230001120970-24-000033
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS The Nominating and Governance Committee has unanimously recommended to the Board, and the Board has unanimously approved, the persons named below as nominees for election to the Board at the Meeting. Each nominee has consented to being named as such and to serve as such if elected. Messrs. De Gasperis, Drozdoff, Kreisler, Marting, Nance and Salinas, and Ms. Slanina, each presently serve as a director. Proxies will be voted for the election of the persons named below (or if for any reason such persons are unavailable, of such substitutes as the Board may designate) as directors for the ensuing year. The Board has no reason to believe that any of the nominees will be unavailable. Each nominee who is elected will serve as a director until his or her successor is elected at our 2025 annual meeting of shareholders or until his or her earlier resignation or removal. Set forth below is information concerning the age, principal occupation, employment and directorships during the past five years and positions with the Company of each nominee and director, and the year in which he first became a director of the Company, including a brief discussion of the current specific and relevant experiences, qualifications, attributes or skills that led to the conclusion that each director nominee should serve our Company’s business as a director. The Nominating and Governance Committee of the Board reviews the skills and characteristics of new and existing directors, including diversity, at least annually. Corrado De Gasperis; age 58; brings more than 36 years of industrial manufacturing, financial, governance, systemic management and project management experience in material-science based, renewable energy, minerals, recyclable metals, and mining industries. Mr. De Gasperis has served as Comstock’s chief executive officer since 2010 and executive chairman since 2015. He is also a director of each of the Company’s wholly- and majority-owned subsidiaries, and of GenMat and SSOF, strategic minority investment of Comstock since June 2021 and July 2019, respectively. From 2006 to 2009, Mr. De Gasperis served as the chief executive officer of Barzel Industries Inc. (“Barzel”) and its predecessors. Barzel operated a network of 15 steel-based manufacturing, processing and distribution facilities in the United States and Canada that offered a wide range of metal solutions to various industries, from construction and industrial manufacturing to transportation and mining. From 1998 to 2006, Mr. De Gasperis held roles of increasing responsibility at GrafTech International Ltd. (“GrafTech”), a global manufacturer of graphite electrodes and cathodes and other innovative electrification and thermal management solutions. GrafTech reliably commercialized new product innovations, repeatedly winning annual “R&D100” Awards for the successful introduction of new commercially accepted innovations. From 2001 to 2006, he served as the Chief Financial Officer, in addition to his duties as vice president and chief information officer and a leader of its restructuring, recapitalization and transformation. From mid-1998 to 2000, he served as the controller of GrafTech. From 1987 to 1998, Mr. De Gasperis was a Certified Public Accountant with KPMG LLP, an international provider of assurance services and served clients such as General Electric and Union Carbide. KPMG announced his admittance into the partnership, as a Partner, effective July 1, 1998. Mr. De Gasperis is a director and Chairman of the Member Committee for GenMat and a director, shareholder and officer of SSOF, both minority strategic investments of Comstock and a director of GDR Global LLC, the owner of ROK-On Building systems, a manufacturer of low-carbon building materials. Mr. De Gasperis is also a founding member and chairs the Board of Directors, as President, of the Comstock Foundation for History and Culture, a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Mr. DeGasperis previously served as a director and as chairman of the Virginia City Tourism Commission. He also has served as a director of GBS Gold International Inc., where he was chairman of the Audit and Governance Committee and the Compensation Committee and a member of the Nominations and Advisory Committees. Mr. De Gasperis holds a BBA from the Ancell School of Business at Western Connecticut State University, with honors, and has embraced the Theory of Constraints and Theory of Profound Knowledge as leading management theories for designing, deploying, managing, and governing complex systems. Leo M. Drozdoff; age 58; director since February 2018, and serves as the Chair of the Compensation and Environmental and Sustainability Governance Committees. Mr. Drozdoff has extensive experience in Nevada's mining industry, including engineering, legislation, environmental regulation, economic development, legislation and historical preservation. Since 2016, Mr. Drozdoff owns and operates The Drozdoff Group, a natural resource consulting firm and in 2018, became a Partner in The Perkins Company, a government affairs and registered lobbying firm in Nevada, representing a variety of mining and other environmental relevant companies. He most recently served as the Director of the Nevada Department of Conservation and Natural Resources from 2010 to 2016, and was a Cabinet member reporting to two Nevada Governors, where Mr. Drozdoff oversaw 900 state employees responsible for mining, environmental protection, water resources, forestry, state parks, state lands and the State Historic Preservation Office. Mr. Drozdoff also served as lead Administrator of Nevada’s Division of Environmental Protection from October 2004 to April 2010, and from 1998 to 2001 as Bureau Chief over Water Control and Mining Regulation from 1996 to 1998, two of the most critical Nevada mining regulatory bureaus. He also chaired the Nevada Public Employee Benefits Program Board, overseeing the benefits of more than 30,000 public employees, retirees and their families. Mr. Drozdoff is a graduate of Bucknell University with a Bachelor of Science in Civil Engineering. He also holds an MBA in Management from the University of Nevada, Reno. Kevin E. Kreisler; age 51; Mr. Kreisler joined Comstock in September 2021. Mr. Kreisler is Comstock’s chief technology officer and a director and member of Comstock’s board of directors. He also serves as a director of GenMat, Comstock’s strategic investee and developer of advanced physics based artificial intelligence technologies. Mr. Kreisler has a diverse background in agriproducts, renewable fuels, hazardous waste, and intellectual property development, with deep expertise in building and scaling commercial production processes and companies in regulated markets. Mr. Kreisler is also the managing director for Viridis Asset Management LLC (“VAM”), a family-owned investment company focused on the development of scalable technologies that facilitate the more efficient use of natural resources across entire industries and populations to achieve globally meaningful environmental gains. In that capacity, Mr. Kreisler founded GreenShift Corporation (n/k/a CleanTech Alpha Corporation) in 2005 and served as its chairman and chief executive officer through 2021. GreenShift developed and
PROPOSAL NO. 1 ELECTION OF DIRECTORS
commercialized patented technologies that integrated into corn ethanol plants to extract and recover inedible crude corn oil, for use in the production of advanced carbon-neutral liquid fuels. Today, upwards of 95% of the U.S. corn ethanol industry uses that technology to displace more than 20 million barrels of fossil fuel, trillions of cubic feet of natural gas, and tens of millions of metric tons of greenhouse gases every year. VAM’s investments also include Triple Point Asset Management LLC, prior owner of Plain Sight Innovations Corporation, and FLUX Photon Corporation, as well as advanced new technologies for producing energy, using energy more efficiently, utilizing carbon dioxide, utilizing low energy thermal emissions, producing water, and terraforming, among others. From 1998 to 2004, Mr. Kreisler served as a director and officer of Veridium Corporation, which developed and commercialized an array of selective metals separation technologies, where he led the design, engineering, and construction of an advanced facility for the recycling and reuse of inorganic hazardous and industrial wastes from thousands of different waste streams from dozens of industrial processes. Mr. Kreisler is a graduate of Rutgers University College of Engineering (B.S., Civil and Environmental Engineering, 1994), Rutgers University Graduate School of Management (M.B.A., 1995), and Rutgers University School of Law (J.D., 1997). Walter A. “Del” Marting Jr.; age 77; director since April 2018. Mr. Marting serves as the Chair of our Audit & Finance and Risk Management Committees. He is the Founder and Managing Member of CereCare, LLC, D/B/A Brain Health Restoration since March 2017, a firm focused on providing breakthrough rehabilitation treatment for individuals, including numerous veterans, suffering from brain disease, traumatic brain injury and related substance use disorders, most commonly alcoholism and opioid addictions. Mr. Marting is also an experienced mining executive, having started his mining career with Amax Inc., working there from 1975 to 1984. He held positions of increasing responsibility at Amax starting as a shift boss at Amax’s largest underground and open pit molybdenum mine, Climax Molybdenum, and later becoming head of worldwide strategic planning for all of Amax’s new properties. He was appointed Vice President of Finance and Administration for Amax Europe in 1982 and had responsibility for all of Amax’s treasury and financial operations at Amax’s European headquarters in Paris, France. He also consolidated and oversaw all of Amax’s metal trading for molybdenum, tungsten, copper, coal and iron ore in Paris. Amax eventually was acquired by Freeport-McMoRan, the largest molybdenum producer in the world. In 1984, Mr. Marting became the Chairman and CEO of Lucky Chance Mining Co., a Nevada-based junior gold mining firm that successfully restarted production at the famed 16-1 Mine in Allegheny, California. More recently, Mr. Marting served as a as a merchant banker with JFP Holdings, Inc., a US firm based in Beijing, China which has overseen a wide portfolio of cross-border merger and acquisition transactions. Mr. Marting graduated from Yale University in 1969, with a BA in English and holds an MBA from Harvard Business School. Mr. Marting is also a Navy veteran, including service as a member of the US Navy SEAL Team Two. William J. Nance; age 80; director since October 2005 and serves as the Chair of the Nominating and Governance Committee and the Executive and Strategic Planning Committee. Mr. Nance is the President and CEO of Century Plaza Printers, Inc., a company he founded in 1979 and has served as a consultant in the acquisition and disposition of commercial real estate. Mr. Nance is a Certified Public Accountant and, from 1970 to 1976, was with Kenneth Leventhal & Company where he specialized in REITS, restructurings of real estate companies, mergers and acquisitions, and most phases of real estate development and financing. Mr. Nance has been a Director of InterGroup Corporation since 1984, and of Santa Fe Financial Corporation and Portsmouth Square, Inc. since May 1996. He holds a Bachelor’s degree in Business Administration from California State University in Los Angeles. Mr. Nance has extensive management experience within a wide range of businesses and brings more than 35 years of public company director experience. Güez J. Salinas; age 48; was elected to the Company’s Board on April 5, 2023. Dr. Salinas has over 30 years of professional experience in the areas of engineering, business development & strategy, finance, corporate management, and art & design, with a primary focus on cyber-security and artificial intelligence policy and has been advising Quantum Generative Materials LLC on strategy, markets and commercialization and is an international cyber security expert at the Pacific Council on International Policy. Dr. Salinas founded and serves as the Director Emeritus of The Polymathic Academy for the Teaching of the Humanities & Sciences (“The PATH”) where he mentors and develops students’ multidisciplinary entrepreneurial pursuits and co-founded and serves as the Executive Director for The Law Enforcement Work Inquiry System (“LEWIS Registry”), where, in partnership with Microsoft Corporation, serve as a community touchpoint, effectively connecting community stakeholders with peace officers. Previously, Dr. Salinas worked in private equity with Cardinal Equities and Bank of America, where in both cases, helped grow the asset portfolio, and in the latter case, was instrumental in the systems integration of the banks acquisition of Fleet Bank. Dr. Salinas also co-founded RIDE (Resources Invested for Development Education) which helps provide education resources and curriculum for parents and students working through traditional learning challenges for students on the learning spectrum. Dr. Salinas also co-founded a music technology start-up from which much of its IP is still being used today by tech industry titans Apple Music and Spotify. Dr. Salinas served in the United States Marine Corps. and holds Bachelors degrees in Political Science and Philosophy from Stanford University, a Masters degree in International Relations and an interdisciplinary PhD from the University of Southern California (“USC”) with a cyber-security specialization and certification from USC’s Viterbi School of Engineering. Dr. Salinas completed his tutorial in International Political Economy at Oxford University studying the moral hazard issues contributing to the 2008 financial crisis. Dr. Salinas is also a member of Rolling Stone Magazine's "Culture Council," contributing on the intersection of technology and culture. Kristin M. Slanina; age 54; was elected to the Company’s Board on May 26, 2022. Ms. Slanina is currently the Chief Innovation Officer of Parkmyfleet since September 2021, creating electric vehicle (EV) mobility hubs. She was the managing director of Charge Across America, leading the documentary of an electric vehicle rally from NY to LA, where she personally drove over 3300 miles in an EV to gain first-hand insights for mass adoption. She was Chief Operating Officer of TrueCar, an online portal for car-buying consumers and a network of over 10,000 certified dealers. Ms. Slanina was also the Chief Transformation Officer of Thirdware, an IT consulting firm, where she led the Emerging Technology group and paved the way to augment Thirdware’s partner with Ford and other OEMs/Tier 1’s on vehicle software development and machine learning. She was also the Executive Director of Automotive & Transportation
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Mobility for Ernst & Young’s global mobility practice, advising clients on mobility and smart cities. Ms. Slanina restructured and lead Fiat-Chrysler’s fuel economy/greenhouse gas and propulsion, strategy after spending over two decades with the Ford Motor Company, including ten years as a core engine engineer and subsequently responsible for architecting Ford’s Future of Mobility. She was the first female engineer in Ford of Germany and the first female on Ford’s all-male German soccer league. She has been and is a champion who supports women at all career levels, having voluntarily mentored hundreds of women throughout her career. In 2024, Ms. Slanina co-authored “The Fast Future Blur” which provided insights and strategic frameworks to navigate the complexity of rapid and radical transformation. Ms. Slanina brings a diverse pedigree and over 30 years of experience to Comstock’s board, including as core automotive engine engineer, mobility expert, automotive consumer-fulfillment strategist, and management and board leadership. She is a board member of Ouster and serves on both their Audit and Compensation committees. She holds both Bachelor's and Master's Degrees of Science in Mechanical Engineering from the Massachusetts Institute of Technology, Cambridge, MA, with a minor in French. The Board recommends that shareholders vote “FOR” all of the nominees listed above.
EXECUTIVE COMPENSATION
| Name and Principal Position | Year (6) | Salary (6) | Bonus (6) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Non-qualified deferred compensation earnings | All Other Compensation (7) | Total | | Corrado De Gasperis(1) | 2023 | $495,000 | $30,000 | $— | $— | $— | $— | $25,784 | $550,784 | | Executive Chairman and Chief Executive Officer | 2022 | $468,234 | $— | $— | $— | $— | $— | $35,126 | $503,360 | | Kevin E. Kreisler(2) | 2023 | $495,000 | $215,000 | $— | $— | $— | $— | $— | $710,000 | | Chief Technology Officer | 2022 | $390,566 | $— | $— | $— | $— | $— | $— | $390,566 | | William J. McCarthy(3) | 2023 | $495,000 | $325,000 | $— | $— | $— | $— | $6,600 | $826,600 | | Chief Operating Officer | 2022 | $390,566 | $150,000 | $— | $— | $— | $— | $— | $540,566 | | David J. Winsness(4) | 2023 | $495,000 | $215,000 | $— | $— | $— | $— | $6,600 | $716,600 | | President, Comstock Fuels Corporation | 2022 | $390,566 | $— | $— | $— | $— | $— | $— | $390,566 | | Rahul Bobbili(5) | 2023 | $495,000 | $215,000 | $— | $— | $— | $— | $4,792 | $714,792 | | Chief Engineering Officer | 2022 | $390,566 | $— | $— | $— | $— | $— | $— | $390,566 | | (1) | Mr. De Gasperis was hired as the chief executive officer and president of the Company effective April 21, 2010 and was appointed executive chairman in September 2015. Mr. De Gasperis also currently serves as the principal financial officer. All other reflects amounts paid for personal time off ("PTO") not taken and 401(k) Company match of 2% of compensation for the period. In 2023, Mr. De Gasperis was awarded a $30,000 incentive bonus approved by the Board on September 29, 2023. | | | | | | | | | | (2) | Mr. Kreisler was hired to serve as the Company’s president and chief financial officer effective September 7, 2021, before becoming the Company's chief technology officer effective July 1, 2022. In 2023, Mr. Kreisler was awarded a $215,000 incentive bonus approved by the Board on April 28, 2023. | | | | | | | | | | (3) | Mr. McCarthy was hired to serve as the Company’s chief operating officer effective July 23, 2021. On January 20, 2022, the compensation committee authorized a special cash award of $150,000 to Mr. McCarthy. In 2023, Mr. McCarthy was awarded a $325,000 incentive bonus approved by the Board on April 28, 2023. | | | | | | | | | | (4) | Mr. Winsness was hired as the Company's chief technology officer effective September 7, 2021. In 2023, Mr. Winsness was awarded a $215,000 incentive bonus approved by the Board on April 28, 2023. | | | | | | | | | | (5) | Mr. Bobbili was hired to serve as the Company’s chief engineering officer effective June 23, 2021. In 2023, Mr. Bobbili was awarded a $215,000 incentive bonus approved by the Board on April 28, 2023. | | | | | | | | | | (6) | On July 1, 2022, the Board approved base salaries for executives of $495,000 with the opportunity for up to 100% incentive bonuses. | | | | | | | | | | (7) | All other compensation reflects amounts paid as match contribution made by our PEO under our 401(k) Plan and for personal time off not taken. Beginning on January 1, 2023, the Company matched 100% of employee deferrals up to the first 2% of compensation for the period. The Company did not match 401(K) contributions in 2022. | | | | | | | | |
EXECUTIVE COMPENSATION
| (a) Year | (b) Summary compensation table total for PEO(1) | | (c) Compensation actually paid to PEO(2) | | (d) Average summary compensation table total for non-PEO NEOs | | Average compensation actually paid to non-PEO NEOs | | (e) Value of Initial Fixed $100 Investment Based on the Total Shareholder Return of the Company (3) | | (f) Net Income (Loss) | | | 2023 | $ | 550,784 | $ | 550,784 | $ | 741,998 | $ | 741,998 | $ | 190 | | 10,526,252 | | 2022 | $ | 503,360 | $ | 503,360 | $ | 428,066 | $ | 428,066 | $ | 21 | | (46,738,259) | | 2021 | $ | 679,632 | $ | 335,280 | $ | 131,928 | $ | 131,928 | $ | 117 | | (24,583,620) | | (b) The principal executive officer (“PEO”) is Corrado De Gasperis for all years (a) shown. | | | | | | | | | | | | | | (c) Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. | | | | | | | | | | | | |
EXECUTIVE COMPENSATION
| Name | Fees Earned or Paid in Cash | | Stock Awards | | Total(1) | | | Leo M. Drozdoff (1) (3) | | 225,000 | | 47,700 | | 272,700 | | Walter A. Marting Jr. (2) (4) | 192,500 | | 47,700 | | 240,200 | | | Judd B. Merrill (2) (5) | 25,000 | | — | | 25,000 | | | William J. Nance (2) (6) | 225,000 | | 47,700 | | 272,700 | | | Guez Salinas | 145,000 | | — | | 145,000 | | | Kristin Slanina | 162,000 | | — | | 162,000 | | | Total directors cash compensation | | 974,500 | | 143,100 | | 1,117,600 |