Jim Turner

About Jim Turner

Jim L. Turner, age 79, has served on Comstock Resources’ Board since 2014 and has been the Lead Independent Director since 2021. He is Chairman of Turner Holdings, LLC and CEO of JLT Automotive, Inc.; previously President & CEO of Dr Pepper/Seven Up Bottling Group, Inc. (1999–2005), and earlier owner/Chairman & CEO of Turner Beverage Group. He currently serves on Crown Holdings’ board (Chair of Compensation; member of Nominating & Governance) and the board of trustees of Baylor Scott & White Health (Chair of Finance; member of Executive Committee), and is a director of INSURICA; he is former Chairman of Dean Foods Company. The Board has affirmatively determined Mr. Turner is independent under NYSE rules.

Past Roles

External Roles

Board Governance

• Lead Independent Director since 2021; responsibilities include coordinating Board agendas and executive sessions; defining information flow; chairing meetings of non-management directors/executive committee; serving as liaison and independent point of contact; leading chairman evaluation; and crisis preparedness.
• Committee assignments (all independent committees): Chair, Compensation; Member, Audit; Member, Corporate Governance/Nominating. Audit Chair: Elizabeth B. Davis; Governance/Nominating Chair: Morris E. Foster.
• Independence: Board affirmed Turner (and Davis, Foster) are independent under NYSE rules.
• Attendance and engagement: Board held 5 meetings in 2024; Audit 5; Compensation 3; Governance/Nominating 1; no director attended fewer than 75% of Board and committee meetings; all non-employee directors attended the 2024 annual meeting.
• Board structure and control: CRK is a “controlled company” under NYSE rules due to majority ownership by Arkoma Drilling, L.P. and Williston Drilling, L.P.; Board currently consists of five members and four vacancies (Board set at nine). CRK has elected not to use controlled-company governance exemptions; all non-management directors and all members of the Governance/Nominating, Compensation, and Audit committees are independent.
• Compensation committee practices: Committee entirely independent; advised by independent consultants; met three times in 2024 and three times to date in 2025. No interlocks or insider participation; no executive served on boards of companies employing CRK’s comp committee members.

Fixed Compensation

• 2024 director pay structure: Annual cash retainer $83,000; committee chair retainers: Audit $31,500; Compensation $20,750; Governance/Nominating $15,000; Lead Director retainer $37,000.

• Committee activity context: Compensation Committee oversaw the non-employee director compensation program and used market data via independent consultant.

Performance Compensation

• Equity structure for directors: Restricted stock; 14,391 unvested restricted shares granted June 11, 2024; vesting June 10, 2025. No options or SARs issued under the 2019 Plan; directors held 14,391 unvested restricted shares at year-end 2024.
• Company LTI design (executives): PSUs use Total Shareholder Return (TSR) relative to a peer group; stock ownership guidelines, clawback, and anti-hedging policies in place; excise and tax gross-ups eliminated. (Directors are not reported to have performance-conditioned awards.)

Other Directorships & Interlocks

• Current public company board: Crown Holdings; Turner chairs Compensation and sits on Nominating & Governance. No disclosed interlocks with CRK customers/suppliers.
• Prior public company board: Dean Foods, former Chairman.
• Non-profit/private roles: Baylor Scott & White Health (trustees; finance chair), INSURICA (director), Turner Holdings (Chairman), JLT Automotive (CEO).

Expertise & Qualifications

• Brings extensive CEO/Chairman experience from large consumer bottling enterprises; background in business development, finance, and M&A; service as chair/director on other public boards adds governance acumen.

Equity Ownership

• Ownership guidelines: Directors must hold CRK stock with cost basis equal to 5x cash retainer; all directors/executives have attained or exceeded requirements or are within initial five-year compliance period; retention requirement of at least 50% of net shares until compliance.
• Hedging policy: Directors are prohibited from engaging in puts, calls, derivatives or short sales in CRK securities.
• Overboarding: Directors capped at five total public boards; all currently compliant.
• Pledging: No specific pledging disclosure identified; no pledges disclosed for Turner.

Governance Assessment

• Positives: Independent Lead Director with defined authority and executive-session leadership; Turner chairs the Compensation Committee and sits on Audit and Governance/Nominating—enhancing oversight of pay, controls, and board effectiveness. CRK’s board/committees are composed of independent directors despite controlled-company status; attendance robust; director ownership guidelines and anti-hedging rules promote alignment; no compensation committee interlocks; recent say-on-pay support was 99% (2023).
• Risks/Red Flags to monitor: Controlled-company structure under Jones Partnerships (67–71% ownership during 2024) with Board vacancies (set at nine, five nominees designated by Jones Partnerships) increases influence concentration; Audit Committee oversees related-party dealings—CRK received $1.1 million in 2024 for operating/marketing services to partnerships—making rigorous arm’s-length oversight critical. Expansion of 2019 Plan share pool by 10,000,000 and term extension to 2035 could add dilution risk; ensure director equity remains time-based and not overly generous. No disclosure of pledging policy; continue monitoring for any pledges or late filings (none noted for Turner).

Additional Context

• Meetings: Board (5) and key committees (Audit 5; Compensation 3; Governance/Nominating 1) in 2024; all directors met minimum attendance threshold; non-employee directors attended 2024 annual meeting.
• Clawback: Executive compensation clawback adopted per SEC/NYSE requirements; misconduct recoupment rights included (applies to executives; director-specific clawbacks not disclosed).

Director Compensation Summary (2024)

Related Party Transactions Oversight

• Audit Committee policy: Related party transactions require Audit Committee approval; standard applied is arm’s-length comparability.
• Transactions: CRK operates properties for Arkoma/Williston partnerships (majority stockholder affiliates), charging fees; $1.1 million received in 2024 for operating and marketing services (including $0.02/Mcf marketing fee).

Shareholder Feedback

• Say-on-pay: 99% approval at 2023 Annual Meeting; compensation program governed by independent directors advised by independent consultants; practices include stock ownership guidelines, clawback, anti-hedging, and removal of tax gross-ups.

Summary Signal for Investors

• Turner’s role as Lead Independent Director and Compensation Chair, coupled with independence, strong attendance, and ownership alignment policies, supports board effectiveness and investor confidence. The controlled-company context and affiliate transactions heighten the importance of his Audit Committee participation and independent oversight; continued monitoring of equity plan dilution, related-party approvals, and any pledging disclosures is warranted.