Robert Demchak
Comstock Holding CompaniesAbout Robert Demchak
Robert P. Demchak, age 54, serves as General Counsel & Executive Vice President and Corporate Secretary of Comstock Holding Companies, Inc. (CHCI) and has held the role since June 2024. He brings 25+ years of experience as a real estate and capital markets attorney and REIT executive, including executive roles at Washington Prime Group and Simon Property Group; his remit includes managing the legal department, corporate governance, negotiating commercial loans, overseeing real estate acquisitions/dispositions, and strategic partnerships . Company-level performance metrics used in executive pay decisions emphasize net income and Adjusted EBITDA, with pay-versus-performance disclosure showing rising TSR and net income over 2022–2024 .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR value ($ on $100 investment) | $88 | $91 | $167 |
| Net income ($) | $7,346,858 | $7,783,219 | $14,560,356 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Washington Prime Group | Executive positions | Not disclosed | REIT operations; real estate/capital markets leadership tied to governance, financing, acquisitions/dispositions |
| Simon Property Group | Executive positions | Not disclosed | REIT operations; legal and transactional leadership across real estate portfolio |
| Several law firms | Attorney | 8+ years | Practiced law at prestigious firms; corporate governance and transactional legal expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed for Demchak in the proxy |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed | CHCI qualifies as a “smaller reporting company”; proxy reports NEOs (CEO, CFO, COO) only, so Demchak’s salary is not disclosed |
| Target bonus % | Not disclosed | Not disclosed for Demchak |
| Actual bonus paid | Not disclosed | Not disclosed for Demchak |
Performance Compensation
| Incentive type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Performance-based RSUs (Company plan) | Cumulative Adjusted EBITDA over 3-year rolling period | Company-set; not disclosed | Measured over 3-year period; pro-rata determination at end of cycle | 60%–120% of target based on performance | Eligible to vest by March 15 after the 3rd anniversary of grant |
| Time-based RSUs (Company plan) | N/A (time-based) | N/A | N/A | N/A | Evenly over 4 years (annual installments on grant anniversaries) |
Note: The plan terms above reflect company-wide equity award structures; the proxy does not disclose any specific equity grants for Demchak (he is not an NEO in 2024) .
Equity Ownership & Alignment
| As-of date | Shares owned | % of shares outstanding | Vested shares | Unvested shares | Pledged |
|---|---|---|---|---|---|
| Jul 11, 2024 (Form 3) | 0 | 0% | Not disclosed | Not disclosed | Not disclosed |
| Apr 14, 2025 (proxy record date) | 0 (none disclosed) | <1% (reported as “*” less than 1%) | Not disclosed | Not disclosed | Not disclosed |
- Initial Form 3 reported “No securities are beneficially owned” when Demchak became an officer in July 2024, indicating no immediate selling pressure from scheduled vesting .
- Beneficial ownership table lists Demchak with less than 1% ownership and no reported Class A or B holdings as of the 2025 record date .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | June 2024 (General Counsel appointment) |
| Role/title | General Counsel & EVP; Corporate Secretary |
| Election/tenure basis | Executive officers are elected by, and serve at the discretion of, the Board |
| Employment agreement | Not disclosed for Demchak (proxy highlights CEO agreement; CFO/COO have no employment agreements) |
| Severance | Not disclosed for Demchak |
| Change-of-control (equity award treatment) | Company-wide policy: if not assumed, time-based RSUs vest at change; performance RSUs vest pro rata at target if CoC occurs in first half of performance period, or pro rata based on actual performance if in second half; if assumed, both vest upon termination without cause or resignation for good reason within 2 years post-CoC (performance RSUs vest pro rata per timing rules) |
| Insider trading policy | Adopted and filed with the 10-K; details not specified in proxy; no specific pledging/hedging terms disclosed |
| Section 16(a) filings | No delinquent Section 16(a) filings listed for Demchak in 2024 (others noted) |
Investment Implications
- Alignment: Demchak’s remit is governance, financing, and transactions; company-wide incentives tie equity awards to multi-year Adjusted EBITDA, reinforcing profitability focus. His specific incentive structure is not disclosed, but pay programs emphasize earnings quality and TSR linkage via revaluation of unvested awards .
- Insider selling pressure: No reported holdings on Form 3 and none disclosed at the 2025 record date reduce near-term selling pressure signals tied to vest schedules for Demchak personally .
- Retention/contract risk: No employment agreement or severance specifics disclosed for Demchak; executive officers serve at Board discretion. Absent disclosed retention features (e.g., RSU grants or severance terms), retention risk assessment is inconclusive based on proxy disclosures alone .
- Governance/controls: Presence of an insider trading policy and Board oversight structures, plus explicit CoC equity treatment mechanics, suggests established governance frameworks, though the proxy does not detail pledging prohibitions for Demchak specifically .
Overall, Demchak appears operationally critical in legal/transactional execution, with company pay structures emphasizing multi-year Adjusted EBITDA and TSR alignment; however, absent disclosed personal equity or cash incentive detail, trading-signal and retention assessments should be monitored via future Form 4 filings and upcoming proxy cycles .