Timothy Steffan

About Timothy Steffan

Timothy J. Steffan, 59, is Chief Operating Officer of Comstock Holding Companies, Inc. (CHCI). He joined CHCI in April 2018 as EVP of Asset Management, Leasing and Development and was promoted to COO in May 2022, bringing 30+ years of asset management, leasing, and development experience across retail, office, multifamily, mixed-use and hotel, with prior senior roles at JMB Realty, Macerich, and RPAI . Company performance context: management ties performance equity to cumulative Adjusted EBITDA over three-year cycles , while pay-versus-performance shows improving TSR (value of $100 investment rose from $88 at YE2022 to $167 at YE2024) and higher net income ($14.56M in 2024 vs $7.78M in 2023 and $7.35M in 2022) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Bonus

Equity Awards – Structure and 2024 Grants

Notable Legacy Vesting Schedules

• Special TBRSU grant (1/2/2020): 33,482 units vest over 7 years: 6.25% on 1/10/2021; 12.5% on 1/10/2022; 18.75% on 1/10/2023; 25% on 1/10/2024; 18.75% on 1/10/2025; 12.5% on 1/10/2026; 6.25% on 1/10/2027 .
• Standard TBRSUs vest evenly over four years; PSUs are measured over three-year periods and vest by March 15 following the third anniversary, subject to performance .

Equity Ownership & Alignment

• Beneficial ownership: 161,510 Class A shares (1.6% economic; 1.2% voting); includes 50,000 exercisable options .
• No employment agreement; equity is primary long-term retention/at‑risk component .
• No pledging disclosed in proxy; company has an insider trading policy filed with the 10-K .
• Section 16 compliance note: Steffan filed one late Form 4 reporting 44 transactions and another late Form 4 reporting 16 transactions; company implemented new procedures to improve compliance .

Outstanding Equity Detail (as of 12/31/2024; CHCI $8.08 close)

Insider selling pressure assessment: multi-year scheduled TBRSU vesting (notably the 2020 seven-year grant and annual 4-year TBRSUs) and potential three-year PSU vestings create predictable windows for share deliveries that can add supply; options are in-the-money at YE2024 (spot $8.08 vs $3.30 strike), providing monetization opportunity, subject to trading windows and 10b5‑1 plans .

Employment Terms

• Employment agreement: None for Steffan (and CFO); only CEO has a contract .
• Severance/Change-of-Control (equity plan terms):
  • If awards are not assumed in a change in control: TBRSUs vest at closing; PSUs vest pro rata at target (if in first half of performance period) or pro rata based on actual performance (if in second half) .
  • If awards are assumed: double-trigger acceleration on termination without cause or resignation for good reason within 2 years post‑CIC; PSUs vest pro rata at target (first half) or pro rata based on actual performance through the calendar quarter before termination (second half) .
• Non-compete / non-solicit / retention bonuses: Not disclosed in proxy for Steffan.

Governance and Compensation Committee Context

• Compensation Committee (2025): Chair David M. Guernsey; members James A. MacCutcheon and David P. Paul; administers equity plans and approves grants .
• Compensation philosophy: salaries plus discretionary cash bonuses and equity; PSUs measured on multi-year cumulative Adjusted EBITDA; Company states pay aligns with shareholder value and financial performance .
• Insider Trading Policy: on file with 10-K; company reports policy existence (details not summarized in proxy) .
• Section 16 late filings remediation: new procedures implemented; Steffan among the filers noted .

Pay vs. Performance (Company-Level Reference)

Management commentary: NEO compensation “actually paid” increased in line with net income and TSR trends; Adjusted EBITDA is a key metric used for executive compensation decisions .

Compensation Structure Analysis

• Cash vs. equity mix: 2024 cash bonus increased (+5% YoY) and equity grant date fair value nearly doubled vs. 2023 ($84,261 vs. $45,055), adding more long-term equity exposure while maintaining a heavy cash component via discretionary bonuses .
• Metric rigor: PSUs tied to three-year cumulative Adjusted EBITDA with 60–120% payout range; no TSR metric disclosed; specific targets/weightings not disclosed .
• Repricing/option modifications: None disclosed; options remain from 2018 grant at $3.30 strike, expiring 2028 .
• Clawbacks/tax gross-ups/ownership guidelines: Not disclosed in proxy.

Related Party Transactions (Context)

• Significant related-party agreements exist between CHCI and entities controlled by the CEO (e.g., 2022 Master Asset Management Agreement with CP; property management and other agreements). These are reviewed/approved by independent directors; not specific to Steffan but relevant to governance and overall incentive environment .

Investment Implications

• Alignment and retention: Steffan’s mix of multi-year TBRSUs/PSUs and in-the-money options supports retention and alignment with multi-year EBITDA delivery; lack of a personal employment agreement means CIC/severance protections flow through plan terms only, which are standard and double-trigger when awards are assumed .
• Overhang/flow dynamics: Predictable RSU vesting (including a large 7-year grant tranche scheduled through 2027) and multiple PSU cycles (2022–2024 grant cohorts) could create periodic supply as tranches settle, especially if 10b5‑1 plans are in place; options are meaningfully in-the-money at YE2024 levels .
• Pay-for-performance: Equity is explicitly tied to multi-year Adjusted EBITDA; improving TSR and net income trends through 2024 bolster the case for payout realizations on recent PSU grants if momentum persists, though precise targets are undisclosed .
• Governance watch items: Late Section 16 filings (now remediated) are a modest red flag to monitor for future compliance; extensive related‑party arrangements at the company level warrant continued oversight by independent directors and investors .