David Guernsey

About David M. Guernsey

David M. Guernsey (age 77) is an independent director of Comstock Holding Companies, Inc. (CHCI) whose current board term expires in 2026. He is the founder and Chief Executive Officer of Guernsey Inc. (since 1971), one of the largest independently owned providers of office supplies, facilities and promotional products in the U.S.; he attended George Mason University and the University of Virginia, majoring in business administration and management. The CHCI Board has determined all directors other than the CEO, Christopher Clemente, are independent under Nasdaq and SEC rules, which includes Mr. Guernsey .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair (2025); Audit Committee chaired by James A. MacCutcheon; compensation committee members include MacCutcheon and David P. Paul .
• Independence: Board states all directors except CEO are independent (Nasdaq/SEC) .
• Attendance and engagement: In 2024, Board met 4x, Audit 4x, Compensation 1x; no incumbent director attended fewer than 75% of applicable meetings. CHCI has a formal policy requiring in-person attendance at board meetings and the annual meeting; all then-current board members attended the 2024 Annual Meeting .
• 2023 meeting cadence (context): Board 4x, Audit 4x, Compensation 1x; no director <75% attendance; most directors attended 2023 Annual Meeting (except one director) .

Fixed Compensation

• Structure (non-employee directors):
  • Annual cash retainer: $80,000
  • Audit Committee membership: $6,000; Audit Chair: $4,000; Audit Financial Expert: $4,000
  • Compensation Committee membership: $4,000; Compensation Chair: $4,000
  • Directors may elect to receive up to 50% of annual compensation in fully-vested Class A shares .
• Guernsey’s director fees:
  • 2024 total fees earned: $85,000; no stock awards elected (others did) .
  • 2023 total fees earned: $84,500; no stock awards .

Performance Compensation

• CHCI does not disclose performance-based components for non-employee director compensation; directors may elect up to 50% of retainers in fully-vested stock (no PSUs/RSUs or option grants for directors) .
• Compensation Committee’s remit includes administering and approving grants under CHCI’s stock plan (for executives/employees), and engaging third-party compensation consultants; this pertains to executive pay, not director pay .

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. Guernsey .
• Notable external affiliations: Regional transportation and state economic council roles (non-profit/public policy) .
• Interlocks with CHCI stakeholders: None disclosed; no related-party transactions noted directly involving Mr. Guernsey .

Expertise & Qualifications

• Entrepreneurial and operational leadership: Five decades leading Guernsey Inc., with broad management and market expertise .
• Governance and compensation oversight: Serves as Compensation Committee Chair, with responsibilities spanning CEO/NEO pay, plan oversight, equity award administration, and consultant engagement .
• Education: Attended GMU and UVA; business administration and management .

Equity Ownership

• Beneficial ownership (as of record dates):
  • 2025: 56,527 Class A shares; <1% ownership and voting power .
  • 2024: 66,527 Class A shares (includes 3,571 warrants); <1% ownership and voting power .

Note: “*” indicates less than 1% as disclosed .

Insider Trades & Compliance

• Section 16(a) compliance: In 2024, CHCI reported Mr. Guernsey filed one late Form 4 covering one transaction; CHCI implemented procedures to improve timeliness across insiders . In 2023, late filings were reported for certain insiders, but Mr. Guernsey was not listed among them .

Governance Assessment

• Strengths

  • Independence and role: Independent director with current leadership as Compensation Committee Chair; remit includes oversight of CEO/NEO pay, plan administration, and consultant engagement—key for aligning pay with performance and safeguarding shareholder interests .
  • Attendance and engagement: Board and committee attendance thresholds met; formal in-person attendance policy; strong participation at annual meeting in 2024 .
  • Modest director compensation and cash-heavy mix: Guernsey’s fees are consistent with disclosed schedule; no equity elected by him, reducing potential short-term equity incentive bias .

• Watch items / RED FLAGS

  • Section 16 timeliness: One late Form 4 in 2024—minor procedural lapse but noteworthy; remediation steps are in place .
  • Related-party exposure at company level: Extensive agreements and transactions with CP entities controlled by the CEO (AMA, property management, construction, leases), approved by independent directors. As Compensation Committee Chair, Guernsey must maintain rigorous independence and guard against indirect influence when overseeing CEO pay and equity awards .
  • Dual-class voting concentration: Class B stock confers 15 votes per share; CEO (via entities) holds all Class B shares, representing ~48.3% of voting power as of April 14, 2025. The Rights Agreement proposal seeks to preserve NOLs while adjusting Class B voting power if rights are exercised/exchanged; governance sensitivity remains elevated in dual-class structures .

Overall, Mr. Guernsey’s leadership on the Compensation Committee, independence, and consistent engagement are positives for governance effectiveness. Attention should remain on procedural compliance (Section 16) and robust independent oversight given CHCI’s significant related-party arrangements and dual-class voting dynamics .