Christopher Guthrie
Comstock Holding CompaniesAbout Christopher Guthrie
Christopher M. Guthrie (age 46) is Chief Financial Officer and Executive Vice President of Comstock Holding Companies, Inc. (CHCI), serving as CFO since June 2018; he previously served as CFO of Comstock Partners, LC (2014–2018) and earlier as a Principal at Red Zone Capital focusing on accounting and finance functions . Under his tenure, company net income rose from $7.35M (2022) to $14.56M (2024), and a $100 investment in 2022 grew to $167 by 2024, reflecting improved profitability and TSR; the Compensation Committee cites net income and Adjusted EBITDA as key metrics in pay decisions . Executive pay for non-CEO NEOs (including the CFO) incorporates time-based and performance-based RSUs tied to three-year cumulative Adjusted EBITDA, aligning equity awards to multi-year operating performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comstock Partners, LC (affiliated private company) | Chief Financial Officer | 2014–2018 | Led finance for entity that originally developed/owned assets in CHCI’s Anchor Portfolio . |
| Red Zone Capital | Principal | Prior to 2014 | Managed accounting and finance functions at a private investment platform . |
External Roles
- No external public company board roles were disclosed for Mr. Guthrie in CHCI’s 2025 DEF 14A executive officer biographies .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $396,550 | $396,550 |
| Cash Bonus (discretionary) | $387,500 | $415,000 |
| Stock Awards (Grant-date fair value) | $45,055 | $84,261 |
| All Other Compensation (primarily 401(k) match) | $13,200 | $13,800 |
| Total Reported Compensation | $842,305 | $909,611 |
Notes: Cash bonuses are discretionary and reviewed/approved by the Compensation Committee .
Performance Compensation
- Annual equity mix includes time-based RSUs (TBRSUs) and performance-based RSUs (PSUs). PSUs vest on achievement of three-year cumulative Adjusted EBITDA; vesting can range 60%–120% of target, with vesting measured pro rata at the end of the 3-year period .
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| PSUs (multi-year) | Cumulative Adjusted EBITDA (3-year) | Not disclosed | Not disclosed | 60%–120% of target (formulaic) | Eligible to vest by March 15 after 3rd anniversary of grant; pro rata vesting at end of period –. |
| Discretionary Cash Bonus | Company performance (Committee cites Net Income and Adjusted EBITDA as key), and individual performance | Not applicable | Not applicable | Discretionary | Paid for 2023 and 2024 performance as shown above . |
| TBRSUs | Service-based | Not applicable | Not applicable | N/A (time-based) | Typically vests in four equal annual installments on each grant anniversary . |
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 123,912 Class A shares (≈1.3% of Class A); economic interest ≈1.2%; voting power less than 1% (no Class B) .
- Insider trading/hedging/pledging: Company maintains an Insider Trading Policy; the proxy does not separately disclose hedging or pledging prohibitions; a copy of the policy is filed with the 2024 Form 10-K .
- Stock ownership guidelines: Not disclosed for executives in the 2025 proxy.
- Section 16 compliance: The company reports one late Form 4 by Mr. Guthrie (covering 42 transactions) and another late Form 4 (15 transactions) for 2024; new procedures are being implemented to ensure timely filings .
| Beneficial Ownership | Shares | % of Class A | Economic % | Voting % |
|---|---|---|---|---|
| Christopher M. Guthrie | 123,912 | 1.3% | 1.2% | <1% |
Outstanding equity awards (unvested) as of Dec 31, 2024:
| Grant Date | Type | Unvested Units | Market Value ($) | Vesting Terms |
|---|---|---|---|---|
| 01/02/2020 | TBRSU | 33,482 | 270,535 | Custom 7-year schedule: 6.25% (1/10/21), 12.5% (1/10/22), 18.75% (1/10/23), 25% (1/10/24), 18.75% (1/10/25), 12.5% (1/10/26), 6.25% (1/10/27) –. |
| 01/11/2021 | TBRSU | 1,443 | 11,659 | Even annual vest over 4 years . |
| 01/11/2022 | TBRSU | 2,508 | 20,265 | Even annual vest over 4 years . |
| 01/11/2022 | PSU (target) | 5,017 | 40,537 | Vests based on 3-year cumulative Adjusted EBITDA (60%–120% of target) –. |
| 01/11/2023 | TBRSU | 4,192 | 33,871 | Even annual vest over 4 years . |
| 01/11/2023 | PSU (target) | 5,590 | 45,167 | Vests based on 3-year cumulative Adjusted EBITDA (60%–120% of target) –. |
| 01/11/2024 | TBRSU | 8,926 | 72,122 | Even annual vest over 4 years . |
| 01/11/2024 | PSU (target) | 8,926 | 72,122 | Vests based on 3-year cumulative Adjusted EBITDA (60%–120% of target) –. |
Market values reflect $8.08 closing price on Dec 31, 2024, per proxy footnotes .
Upcoming vesting cadence and potential selling pressure:
- TBRSUs generally vest annually on grant anniversaries (e.g., 1/11 in 2025–2028 for 2024 grants), potentially creating periodic liquidity events; 2020 TBRSUs have remaining 12.5% and 6.25% tranches on 1/10/2026 and 1/10/2027, respectively –.
- PSUs tied to three-year cycles may settle by March 15 following the third anniversary (2022, 2023, 2024 cohorts), another potential supply driver upon vesting .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | CHCI does not have employment agreements with Mr. Guthrie (or Mr. Steffan); only the CEO has a separate employment agreement . |
| Severance | No individualized severance multiples disclosed for Mr. Guthrie (absence of employment agreement) . |
| Change-in-Control (equity) | If awards are not assumed/equitably substituted: TBRSUs vest at change-in-control; PSUs vest pro rata at target (if CIC in first half of performance period) or pro rata based on actual performance measured as of CIC (if in second half) . |
| Double-Trigger (if awards assumed) | TBRSUs and PSUs vest upon termination without cause or resignation for good reason within two years post-CIC; PSUs vest pro rata at target (first half) or pro rata based on actual performance measured as of quarter-end prior to termination (second half) . |
| Non-compete/Non-solicit | Not disclosed for Mr. Guthrie in the proxy. |
| Clawback | Not specifically disclosed in the proxy; Company references Insider Trading Policy filing with 10-K . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $7,346,858 | $7,783,219 | $14,560,356 |
| TSR value of $100 initial investment (beginning 2022) | $88 | $91 | $167 |
The Compensation Committee indicates it generally utilizes Net Income and Adjusted EBITDA in executive pay decisions; both increased from 2022 through 2024 .
Governance and Related Considerations (select items)
- Compensation Committee: Independent directors administer equity plans, approve grants, and may engage third-party consultants .
- Insider Trading Policy: Adopted; filed with the 2024 Form 10-K; designed to ensure compliance with applicable laws and listing standards .
- Section 16(a) Filings: Company noted late Form 4s (including Mr. Guthrie) and is implementing enhanced procedures for timely compliance .
- Related Party Transactions: Numerous agreements with entities controlled by the CEO were reviewed/approved by independent directors; the CFO and/or General Counsel (if not a party) coordinate with independent directors in reviewing fairness of proposed transactions –.
Investment Implications
- Pay-for-performance alignment: Guthrie’s equity mix emphasizes multi-year PSUs tied to cumulative Adjusted EBITDA with outcomes ranging 60%–120% of target, aligning realized value with operating performance; discretionary cash bonuses consider Net Income and Adjusted EBITDA trends, which improved materially over 2022–2024 .
- Retention and CIC: Absence of a personal employment agreement or cash severance multiple reduces fixed separation costs but may increase retention risk versus peers with defined severance; however, double-trigger equity vesting on CIC provides meaningful protection/retention via equity .
- Insider supply dynamics: Annual TBRSU tranches (generally in January) and PSU settlements after three years may create periodic selling pressure; a large 2020 TBRSU grant has remaining vest dates in January 2026 and 2027 –.
- Ownership alignment: Guthrie’s direct beneficial ownership (~124K Class A shares) and sizeable unvested RSUs/PSUs provide ongoing equity exposure; no pledging policy specifics are disclosed in the proxy beyond an Insider Trading Policy filed with the 10-K .
- Compliance risk flag: Late Section 16 filings in 2024 (multiple transactions reported on two late Form 4s) warrant monitoring, though the company has instituted procedural enhancements to improve timeliness .