Elizabeth Davis
COMSTOCK RESOURCESAbout Elizabeth Davis
Elizabeth B. Davis, PhD, age 62, has served on Comstock’s Board since 2014 and is an independent director under NYSE rules . She chairs the Audit Committee and is designated the Board’s “audit committee financial expert” by SEC definition . Davis is President of Furman University (since 2014), with prior senior academic leadership at Baylor University and early-career training in public accounting at Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen | Public accounting firm, staff professional | 1984–1987 | Foundation in auditing/accounting standards |
| Baylor University | Interim Provost | 2008–2010 | Academic leadership; governance experience |
| Baylor University | Executive Vice President & Provost | 2010–2014 | Oversight, controls, policy development |
| Baylor University | Professor of Accounting; Associate Dean; Acting Chair (Accounting & Business Law) | Various (prior to 2008) | Finance and accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Furman University | President | 2014–Present | Executive leadership and fiduciary oversight |
| — | Public company directorships (other than CRK) | — | The proxy biography lists academic roles; no other public company boards disclosed for Davis |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Corporate Governance/Nominating (Member) .
- Attendance and engagement: Board met 5 times in 2024; Audit 5, Compensation 3, Nominating 1. No director attended fewer than 75% of Board and committee meetings; all non‑employee directors attended the 2024 annual meeting .
- Independence: Board affirmatively determined Davis is independent; the Board is a controlled company due to majority ownership but has not availed itself of NYSE governance exemptions (committees are fully independent) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $83,000 | Standard non‑employee director retainer |
| Audit Committee Chair fee | $31,500 | Chair premium for Audit Committee |
| Cash fees total | $114,500 | Sum of retainer + chair fee |
| Annual equity grant (restricted shares) | $175,000 | Grant date fair value; 14,391 restricted shares granted June 11, 2024; vest June 10, 2025 |
| Meeting fees | Not disclosed | — |
- Non‑employee director compensation program: annual cash retainer $83,000, equity grant $175,000; committee chair retainers: Audit $31,500, Compensation $20,750, Nominating $15,000; Lead Director retainer $37,000 .
- No stock options or SARs have been granted under the 2019 Plan (across participants) .
Performance Compensation
Directors receive time‑based restricted stock (no performance‑conditioned equity disclosed for directors) . Company executive incentive metrics (relevant to governance oversight of pay‑for‑performance):
| Program | Metric | Mechanism / Targeting | Notable Outcomes |
|---|---|---|---|
| Annual incentive (executives) | Return on Equity; well cost efficiency; operating cost improvement; reserve replacement | Weighted mix aligned to strategy; cash bonus based on achievement | Metrics used to align short‑term performance; specific targets not disclosed |
| Long‑term PSUs (executives) | Relative TSR vs peer group | 3‑year performance period; negative TSR cap at 100% of target; settled in shares | 2021 PSUs paid 175% of target based on 104% TSR (80th percentile) |
Governance features: stock ownership guidelines, clawback, and anti‑hedging policies; no excise/golden parachute tax gross‑ups in compensation plans .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | Committee comprised entirely of independent directors; no interlocks or insider participation disclosed |
| Controlled company context | Majority stockholder (Jones Partnerships) holds ~71% and designates five of nine board seats; CRK has elected not to use NYSE controlled‑company exemptions at this time |
Expertise & Qualifications
- Audit committee financial expert; chairs Audit Committee .
- Deep accounting/finance expertise from academic career and early public accounting experience .
- Executive leadership in higher education (President, Furman University), contributing governance and risk oversight skills .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 7, 2025) | 110,357 shares; <1% | As disclosed in beneficial ownership table |
| Unvested restricted shares (Dec 31, 2024) | 14,391 shares | Granted June 11, 2024; vest June 10, 2025 |
| Cumulative awards under 2019 Plan (non‑exec director group) | Davis: 112,122 shares/units subject to past grants; 97,731 settled; 14,391 outstanding & unvested | Directors’ grants shown as restricted stock/PSUs table; no options or SARs granted under the Plan |
| Ownership guidelines | 5x cash retainer for non‑employee directors; 5‑year compliance window; retain 50% net shares if not yet compliant | |
| Compliance status | “Presently all… directors and executive officers have attained or exceeded… or are in their initial five‑year period” | |
| Hedging/short sales | Prohibited for directors, officers, employees | |
| Pledging | Restricted stock may not be pledged during the restricted period per Plan terms |
Insider Trades
| Filing | Transaction date | Description | Notes |
|---|---|---|---|
| Form 4 (filed late Jan 31, 2025) | Sep 9, 2022 | Open market purchase | Company notes Davis’s Form 4 was filed late; all other Section 16 filings timely in 2024 |
Governance Assessment
-
Strengths
- Independent director with audit chair role and SEC‑defined financial expert credential; Audit Committee oversees financial reporting integrity, auditor independence, controls, derivatives/hedging, and reserves estimation; maintains ethics hotline .
- Robust governance policies: stock ownership guidelines, anti‑hedging, clawback; independent compensation consultant (Meridian) advises the Compensation Committee .
- Attendance/engagement: No director below 75%; all non‑employee directors attended the annual meeting .
- Director equity aligns interests: annual restricted stock grants; no options/SARs granted under the Plan to date .
-
Risks and red flags
- Controlled company: Majority stockholder at ~71% with board designation rights; while exemptions are not currently used, governance influence remains a structural risk for minority investors .
- Related‑party transactions: Company operates properties for partnerships owned by the majority stockholder and provides marketing services; Audit Committee (chaired by Davis) reviews/approves such transactions (received $1.1 million fees in 2024), requiring vigilance on arm’s‑length terms .
- Late Section 16 filing: Davis had a single late Form 4 filing (filed Jan 31, 2025 for a Sep 9, 2022 trade); minor process flag but isolated per disclosure .
-
Investor confidence implications
- Davis’s audit expertise and independence are positives for board effectiveness in a controlled‑company context .
- Ongoing monitoring of related‑party oversight and adherence to ownership/clawback policies is appropriate; compensation governance signals (peer benchmarking, TSR‑linked PSUs for executives) support pay‑for‑performance alignment .