DEF 14A of Comstock Inc.
Filed Apr 10, 2026 · FY20250001437749-26-011938
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS The Nominating, Governance, Board Planning and Strategic Alignment 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. Colvin, De Gasperis, Drozdoff, Marting, Nance and Spence and Ms. Slanina each presently serve as a director, and Mr. Pei has been appointed to serve as director effective April 15, 2026. 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 2027 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 or she 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, Governance, Board Planning and Strategic Alignment Committee of the Board reviews the skills and characteristics of new and existing directors, including diversity, at least annually. Corrado De Gasperis; age 60; Chief Executive Officer since 2010, director since 2011. Mr. De Gasperis brings more than 38 years of financial and operational systemic management, transformative project management and capital markets experience in material-science based, renewable metals, materials, energy and mining industries. Mr. De Gasperis served as the Company’s Executive Chairman from 2015 to March 2026. He has also served as chairman of Bioleum Corporation, a consolidated subsidiary of the Company (“Bioleum”), since the Company separated its renewable fuels segment into Bioleum during 2025, and as a director of each of the Company’s wholly- and majority-owned subsidiaries and Sierra Springs Opportunity Fund Inc. (“SSOF”), a strategic minority investee of Comstock, since he founded SSOF with Comstock in July 2019. 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 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 commercialization of a top 100 new product. From 2001 to 2006, he served as GrafTech’s chief financial officer, in addition to his duties as vice president and chief information officer and a leader of its restructuring, recapitalization and systemic transformation. From mid-1998 to 2000, he served as the Controller of GrafTech. From 1987 to 1998, Mr. De Gasperis was with KPMG LLP, where he was a Certified Public Accountant for the international firm and served clients such as General Electric Company and Union Carbide Corporation. KPMG announced his admittance into the partnership, as a Partner, effective July 1, 1998. Mr. De Gasperis is a director and officer of SSOF and GDR Global LLC, a manufacturer of innovative and renewable building materials. Mr. De Gasperis is also a founding member and the chairman of the Board of Directors 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, and a member of the University of Nevada’s Honor College Advocacy Board. He also previously served as a director of GBS Gold International Inc., where he was chairman of the Audit and Compensation Committees 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 embraces the Theory of Constraints and Theory of Profound Knowledge as the leading enablers for designing, deploying, managing, measuring and governing complex systems. Leo M. Drozdoff; age 60; director since February 2018 and serves as the Chair of the Environmental Committee and a member of the Organization, Operating System, Compensation and Communities Committee. 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 has owned and operated The Drozdoff Group, a natural resource consulting firm, and in 2018, he became a Partner in The Perkins Company, a government affairs and registered lobbying firm in Nevada, representing a variety of mining and other environmental companies. He previously served as the Director of the Nevada Department of Conservation and Natural Resources from 2010 to 2016, and from 2010 to 2016 he 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. In November 2025, Mr. Drozdoff began serving on Nevada Governor Lombardo’s Working Group on Water. Mr. Drozdoff also served as lead Administrator of Nevada’s Division of Environmental Protection from October 2004 to April 2010 and as Bureau Chief over Water Control and Mining Regulation from 1998 to 2001, two of the most critical Nevada mining regulatory bureaus. He also chaired the Nevada Public Employee Benefits Program Board from 2011 to 2016, 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.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Walter A. “Del” Marting Jr.; age 79; director since April 2018 and Non-Executive Chairman of the Board since March 2026. Mr. Marting serves as a member of the Nominating, Governance, Board Planning and Strategic Alignment Committee. In 2025, Mr. Marting joined Bristol AI Holdings, Inc. (“Bristol AI Holdings”), a private equity investment firm based in La Jolla, California, as president and chief financial officer. Bristol AI Holdings focuses on investments applying artificial intelligence to specific market verticals, including logistics management of the U.S. Navy’s ballistic nuclear-submarine fleet, as well as applications in the workers’ compensation insurance and behavioral healthcare markets. He is a founder and has served as a member of the board of directors since March 2025 of Advanced Behavioral Strategies, Inc., in Miami, Florida. The firm manages an affiliate network of 2,800 behavioral health clinics that provide a wide range of interventional psychiatric treatments to patients nationwide. These clinics offer breakthrough care for individuals—including many veterans—suffering from brain disease, traumatic brain injury, and substance use disorders. Mr. Marting began his career as a mining executive with Amax Inc., a Fortune 500 diversified metals and mining company (since acquired by Freeport-McMoRan). He held positions of increasing responsibility at Amax, starting as a shift boss at the company’s largest underground and open-pit molybdenum mine, Climax Molybdenum, and later became head of worldwide strategic planning for Amax’s new properties. In 1982, he was appointed Vice President of Finance and Administration for Amax Europe and was responsible for Amax’s treasury and financial operations at its European headquarters in Paris, France. He also consolidated and oversaw Amax’s metal trading for molybdenum, tungsten, copper, coal, and iron ore in Paris. Following his time at Amax, Mr. Marting worked as an investment banker—first in Los Angeles at the boutique firm L.J. Kaufman and Co., and later as a senior advisor at the merchant banking firm JFP Holdings, Inc., based in New York and Beijing. JFP Holdings, founded by Jack Perkowski (former head of investment banking at Paine Webber), oversaw a portfolio of cross-border China–U.S. mergers and acquisitions. Mr. Marting earned a B.A. in English from Yale University in 1969 and an M.B.A. from Harvard Business School. He is also a U.S. Navy veteran, including service as a member of U.S. Navy SEAL Team Two. William J. Nance; age 82; director since October 2005 and serves as the Chair of the Nominating, Governance, Board Planning and Strategic Alignment Committee and a member of the Audit and Finance Committee and the Organization, Operating System, Compensation and Communities Committee. Mr. Nance is the president and chief executive officer 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 retired 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 (NASDAQ: INTG), a real estate investment trust, since 1984, and of its subsidiaries, Santa Fe Financial Corporation (OTCBB: SFEF) and Portsmouth Square, Inc. (OTCPK: PRSI), 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 40 years of public company director experience. Mr. Nance is an Air Force veteran who served from 1962 to 1966 during the Vietnam War. Kristin M. Slanina; age 56, director since May 2022 and Vice Chair of the Board since March 2026. Ms. Slanina serves as a member of the Organization, Operating System, Compensation and Communities Committee. Ms. Slanina is deeply engaged in advancing sustainable and resilient energy, mobility, and infrastructure solutions. Most recently, Ms. Slanina served from 2021 to 2024 as chief innovation officer of ParkMyFleet, where she created electric vehicle (EV) mobility hubs. She was also Managing Director of Charge Across America event in 2021, leading a nationally filmed EV rally and documentary with five teams driving from New York to Los Angeles to generate real-world insights into EV adoption. From 2020 to 2021, Ms. Slanina was chief operating officer of TrueCar Inc. (NASDAQ: TRUE), an online automotive marketplace serving consumers and a network of more than 10,000 certified dealers. She also served as chief transformation officer of Thirdware Solution, Inc., a privately held IT consulting organization, where she led the Emerging Technology group and expanded strategic partnerships with Ford and other OEMs and Tier 1 suppliers in vehicle software and machine learning, from 2019 to 2020. From 2015 to 2019, Ms. Slanina was executive director of automotive and transportation mobility for Ernst & Young’s global mobility practice, advising clients on mobility transformation and smart cities. Earlier in her career, she spent more than two decades at Ford Motor Company (NYSE: F), including ten years as a core engine engineer and later leading fuel economy, greenhouse gas, propulsion strategy, and Ford’s Future of Mobility blueprint. She completed a three-year international assignment in Cologne, Germany, where she learned to speak German. Ms. Slanina is a longtime champion of women in leadership and has mentored hundreds of women throughout her career. She is the author of Shifting Gears: 7 Power Moves to Design a Life You Love, Grow Your Career, and Lead with Impact, and co-author of The Fast Future Blur chapter on “MetaMobility,” which provides strategic frameworks for navigating rapid transformation. She brings more than 30 years of experience in automotive engineering, mobility, sustainability, digital transformation, and board leadership to Comstock. Ms. Slanina previously served on the public board of Ouster, Inc. (NASDAQ: OUST), a designer and manufacturer of high-performance digital LiDAR sensors and perception software, and served on its Audit, Nomination/Governance, and Compensation Committees. Ms. Slanina holds Bachelor’s and Master’s degrees in Mechanical Engineering from the Massachusetts Institute of Technology, with a minor in French. Donald A. Colvin; age 73; director since March 2026. Mr. Colvin is a seasoned public company chief financial officer and board director with deep expertise in financial oversight, semiconductors, technology and capital-intensive industries. Mr. Colvin most recently served as the Interim Chief Financial Officer of Isola Group Ltd., a manufacturer of high performance laminates, from June 2015 to July 2016. Previously, he served as the chief financial officer of Caesars Entertainment Corporation, a gaming and hospitality company, from November 2012 to January 2015 and Executive Vice President and chief financial officer of ON Semiconductor Corp., a manufacturer of power semiconductors, from April 2003 to October 2012. Prior to joining ON Semiconductor Corp., Mr. Colvin held chief financial officer roles at Atmel Corporation and European Silicon Structures, along with senior finance roles at Motorola. He currently serves as a director of Maxeon Solar Technologies Ltd. (NASDAQ: MAXN) and as Audit Committee Chair and Independent Director at each of Viavi Solutions Inc. (NASDAQ: VIAV) and Agilysys, Inc. (NASDAQ: AGYS). Mr. Colvin was initially appointed to the Board and has been nominated for re-election at the Meeting pursuant to the terms of the Cooperation Agreement (as defined in “Certain Relationships and Related Person Transactions”).
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Robert M. Spence; age 69; director since March 2026 and serves as the chair of the Organization, Operating System, Compensation and Communities Committee and the Audit and Finance Committee, and as a member of the Nominating, Governance, Board Planning and Strategic Alignment Committee. Mr. Spence is a senior legal and corporate governance executive with extensive experience in public company leadership and complex transactions. Mr. Spence most recently served as Senior Vice President, General Counsel and Secretary of Skyline Champion Corporation (NYSE: SKY), a manufactured home builder and retailer, from August 2019 until his retirement in August 2024, and prior to that he held leadership roles at Neenah Enterprises, Inc. and SPX Corporation and formerly served as a Director of Neenah Enterprises. He currently serves as a Director of Ecobat, a privately held global battery recycling company. Mr. Spence earned a Bachelor's degree in Business Administration from the Stephen M. Ross School of Business at the University of Michigan and a Juris Doctorate from Wayne State University. He was initially appointed to the Board and has been nominated for re-election at the Meeting pursuant to the terms of the Cooperation Agreement. Steven Y. Pei; age 48; appointed as a director and member of the Audit and Finance Committee and Environmental Committee effective as of April 15, 2026. Mr. Pei is a seasoned investor with over 25 years of experience in capital allocation, corporate restructurings and strategic value creation. He is the Founder and Chief Investment Officer of Gratia Capital, a Los Angeles-based investment firm, and has served in such role since 2012. Mr. Pei previously served as Vice President at Canyon Capital Advisors, and earlier held roles at Bain Capital, DFI Holdings, and McKinsey & Company. Mr. Pei was appointed to the Board effective April 15, 2026 and nominated for re-election at the Meeting pursuant to the terms of the Cooperation Agreement. The Board recommends that shareholders vote “FOR” all of the nominees listed above.
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary (5) | Bonus (5) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Non- qualified deferred compensation earnings | All Other Compensation (6) | Total | | Corrado De Gasperis(1) | 2025 | $495,000 | $— | $— | $— | $— | $— | $64,115 | $559,115 | | Chief Executive Officer | 2024 | $495,000 | $— | $— | $— | $— | $— | $6,900 | $501,900 | | Judd B. Merrill (2) | 2025 | $224,712 | $— | $— | $— | $— | $— | $2,397 | $227,109 | | Chief Financial Officer | | | | | | | | | | | William J. McCarthy(3) | 2025 | $495,000 | $— | $— | $— | $— | $— | $7,000 | $502,000 | | Chief Operating Officer | 2024 | $495,000 | $— | $— | $— | $— | $— | $6,900 | $501,900 | | David J. Winsness(4) | 2025 | $495,000 | $— | $— | $— | $— | $— | $7,000 | $502,000 | | Former President, Comstock Fuels Corporation | 2024 | $495,000 | $— | $— | $— | $— | $— | $6,900 | $501,900 |
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 (3) | Average compensation actually paid to non-PEO NEOs | (e) Value of Initial Fixed $100 Investment Based on the Total Shareholder Return of the Company (4) | (f) Net Income (Loss) (5) | | 2025 | $559,115 | $559,115 | $410,370 | $410,370 | $51 | $(43,166,886) | | 2024 | $501,900 | $227,900 | $499,631 | $499,631 | $140 | $(53,402,898) | | 2023 | $550,784 | $687,284 | $741,998 | $741,998 | $190 | $10,526,252 |
EXECUTIVE COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards | Total(1) | | Leo M. Drozdoff (3) | $200,000 | $— | $200,000 | | Walter A. Marting Jr. (4) | 180,000 | — | 180,000 | | William J. Nance (5) | 225,000 | — | 225,000 | | Guez J. Salinas (2) | 182,500 | — | 182,500 | | Kristin M. Slanina (2) | 205,000 | — | 205,000 | | Total directors cash compensation | $992,500 | $— | $992,500 |