M. Jay Allison
COMSTOCK RESOURCESAbout M. Jay Allison
M. Jay Allison, age 69, is Comstock’s Chairman and CEO; he has served as CEO since 1988, Chairman since 1997, and as a director since 1987, previously serving as President from 1988–2013 and practicing oil and gas law from 1981–1987, combining business and commercial law training with deep sector experience and entrepreneurial execution . Under his leadership, Comstock led industry peers in total shareholder return (TSR) in 2024, with a $100 investment reaching $233.45 vs. peer group $158.04; company net loss was $218,754 thousand and ROAE was 3% in 2024, following $211,894 thousand net income and 6% ROAE in 2023, and $1,124,868 thousand net income and 62% ROAE in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comstock Resources, Inc. | President | 1988–2013 | Led growth and operations; transitioned to CEO/Chairman leadership |
| Lynch, Chappell & Alsup | Oil & Gas Attorney | 1981–1987 | Legal foundation in oil & gas supporting disciplined capital decisions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
Fixed Compensation
Multi-year CEO compensation detail:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $880,000 | $880,000 | $990,000 |
| Discretionary/Other Bonus | $2,900,000 (retention related to 2018 change in control) | $2,900,000 (retention final payment Aug 2023) | $2,257,797 (one-time transaction bonus for two leasehold transactions) |
| Stock Awards (RS/PSU grant-date fair value) | $5,912,168 | $4,517,889 | $6,677,582 |
| Non-Equity Incentive (Annual Plan) | $1,900,800 | $654,720 | $1,633,500 |
| Non-Qualified Deferred Compensation Earnings | — | $646,634 | $680,119 |
| All Other Compensation | $266,605 | $316,901 | $296,534 (incl. personal aircraft $129,471; 401(k) match $20,700; life insurance $146,363) |
| Total Compensation | $11,859,573 | $9,916,144 | $12,535,532 |
Performance Compensation
Annual Incentive Plan design and targets (2024):
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Return on Average Equity | 15% | ≥(2%) | ≥1% | ≥3% |
| EBITDAX | 15% | ≥$700M | ≥$900M | ≥$1.1B |
| Operating Cost Improvement | 15% | >2% | ≥3.5% | ≥5% |
| Well Cost Efficiency (per completed lateral foot) | 10% | < $1,675 | < $1,575 | < $1,375 |
| Relative TSR (peer percentile) | 15% | >20% | >50% | >90% |
| Reserve Replacement % | 15% | 75% | 110% | 180% |
| Other Key Objectives (Western Haynesville, ESG, Risk, Safety, Strategy) | 15% | — | — | — |
Annual incentive opportunity (2024): Threshold $618,750; Target $1,237,500; Maximum $2,475,000; actual non‑equity incentive paid: $1,633,500 .
Long-term equity awards and vesting:
- 2024 Restricted Stock: 463,220 shares (target value $3,534,369); vests one‑third on Feb 18, 2025/2026/2027 .
- 2024 PSUs: 324,377 units (target value $2,474,997); 3‑year performance period Feb 19, 2024–Feb 18, 2027; relative TSR vs peer group; earn 0–200% of target (Threshold 20th percentile, Target 50th, Max 90th) . Peer set: Antero, CNX, Coterra, EQT, Expand Energy, Range, SPDR S&P Oil & Gas E&P ETF, Silverbow, Southwestern .
- PSU payout guardrail: if Company TSR is negative, payout capped at 100% .
- Historical PSU payout: 2021 PSU award vested at 175% of target on 3‑year TSR of 104% (80th percentile) during 2024 .
Outstanding awards at 12/31/2024:
| Grant Year | Unvested RS Shares | Market Value | Unvested PSUs (assumed at 200% for disclosure) | Market Value |
|---|---|---|---|---|
| 2022 | 72,472 (vests 6/13/2025) | $1,320,440 | 157,142 (perf. ends 6/16/2025) | $2,863,127 |
| 2023 | 182,358 (vests 6/5/2025 & 6/5/2026) | $3,322,563 | 269,388 (perf. ends 6/5/2026) | $4,908,249 |
| 2024 | 463,220 (vests 2/18/2025–2027) | $8,439,868 | 648,754 (perf. ends 2/18/2027) | $11,820,298 |
Stock vested in 2024:
| Type | Shares Vested | Value Realized |
|---|---|---|
| Restricted Stock | 163,650 | $1,876,670 |
| PSUs | — | — |
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
| Item | Details |
|---|---|
| Beneficial Ownership | 2,584,251 shares; indicated “<1%” of outstanding |
| Ownership Guidelines | CEO required ≥5x base salary cost-basis holdings; 5‑year compliance window; retain ≥50% of net shares until compliant; all directors/executives are compliant or within initial window |
| Hedging | Prohibited (puts/calls/derivatives; short sales) for directors/officers/employees |
| Pledging | No explicit pledging policy disclosed; Insider Trading Procedures referenced in 10‑K exhibits |
| Clawback | SEC/NYSE‑compliant clawback applies to incentive comp based on financial metrics within 3 years prior to any restatement; misconduct recoupment rights also apply |
| Options | None outstanding; no options granted in covered years |
2019 Plan participation and unvested profile (as of 4/7/2025):
| Measure | Shares/Units |
|---|---|
| Past Grants Subject to Awards | 2,244,262 |
| Settled for Shares (cumulative) | 516,377 |
| Forfeited/Settled for Cash (cumulative) | 323,334 |
| Outstanding and Unvested | 1,404,551 |
Employment Terms
Severance and change‑in‑control economics; agreements include confidentiality, double‑trigger CIC, no tax gross‑ups:
| Scenario | Cash Severance | Health Benefits | Equity Acceleration | Pro‑Rata Bonus | Notes |
|---|---|---|---|---|---|
| Involuntary w/o Cause or Good Reason (non‑CIC) | $3,267,000 (150% of base+target bonus) | $35,022 (18 months) | — | Yes | CEO and President contracts only |
| CIC then Involuntary/Good Reason (within 24 months) | $6,512,220 (299% of base+target bonus) | $35,022 (18 months) | $32,674,546 (assumes max PSU) | Yes | Double‑trigger; acceleration if awards not assumed or if terminated post‑CIC |
| Death | 6 months of annualized total comp to estate | — | — | Pro‑rata bonus | — |
Deferred compensation (Executive Life Insurance Plan; company pays 5% of salary+prior bonus into variable life):
| Item | 2024 Amount |
|---|---|
| Company Contributions | $131,146 |
| Aggregate Earnings | $978,198 |
| Aggregate Balance (end of year) | $6,641,211 |
Board Governance
- Board service: Allison is Chairman (combined CEO/Chairman); not independent due to employment; board maintains majority of independent directors and independent committees (Audit, Compensation, Nominating), with a Lead Director to counterbalance combined role .
- Committee memberships: Audit (Chair: Elizabeth B. Davis), Compensation (Chair: Jim L. Turner), Corporate Governance/Nominating (Chair: Morris E. Foster); committees are fully independent .
- Attendance: Board held five meetings in 2024; no director attended fewer than 75% of board/committee meetings .
- Controlled company: Jones Partnerships held 67% post 3/25/2024 private placement and 71% after open‑market purchases; Comstock is a “controlled company” under NYSE rules but currently does not use governance exemptions; retains right to do so in future .
- Lead Independent Director responsibilities include coordinating agendas, defining information flow, and chairing non‑management sessions .
Compensation Structure Analysis
- Mix and pay‑for‑performance: Significant equity mix via RS/PSUs and material annual incentives tied to financial/operational metrics; PSUs linked to relative TSR over three years; 2021 PSU payout at 175% demonstrates performance leverage .
- Shift and guarantees: No option usage; equity program is RS+PSU; no excise tax gross‑ups; clawback in place; annual base increased 13% in 2024 reflecting role scope and market .
- Transaction bonuses: One‑time 2024 transaction bonus drove cash comp higher, tied to leasehold transactions execution .
- Consultant and benchmarking: Meridian Compensation Partners engaged by compensation committee; independent and focused solely on comp/governance .
Equity Ownership & Insider Selling Pressure Indicators
- Vested RS in 2024 of 163,650 shares suggests periodic settlement volume; combined with upcoming RS/PSU vesting dates (6/13/2025; 6/5/2025–2026; 2/18/2025–2027) may create windows for sales subject to ownership/retention rules and blackout periods .
- Beneficial ownership is <1% despite significant unvested equity (1,404,551 units/shares), indicating alignment via vesting rather than control stake; hedging prohibited; no explicit disclosure of pledging policy .
Performance & Track Record
- 2024 strategic execution under low gas prices: reduced capex activity, suspended dividend to conserve cash, increased hedging, raised $100.5M equity and $400M notes, doubled Western Haynesville footprint; TSR leadership among peers in 2024 .
- Pay versus performance disclosure shows strong alignment tracking TSR and adjusted equity award values over five years .
Compensation Peer Group (for PSUs)
- Peer and index group used for 2024 PSUs: Antero Resources, CNX, Coterra Energy, EQT, Expand Energy, Range Resources, SPDR S&P Oil & Gas E&P ETF, Silverbow Resources, Southwestern Energy; payout curve 50% at 20th percentile, 100% at 50th, 200% at 90th .
Employment & Contracts
- Agreements provide severance at 150% base+target bonus (non‑CIC) and 299% base+target bonus (CIC with termination), 18 months benefits, pro‑rata bonus; double‑trigger equity vesting; confidentiality maintained; non‑compete terms not disclosed in proxy; no tax gross‑ups .
Board Service History and Dual-Role Implications
- Board roles: Director since 1987; Chairman since 1997; combined CEO/Chairman structure is offset by an empowered Lead Director and independent committee chairs; Allison and Burns are non‑independent; other nominees are independent .
- Committee participation: Allison does not sit on audit/compensation/nominating given independence requirements; committee membership lists confirm independent composition .
- Governance risk context: Controlled company status with majority stockholder board designation rights; company currently forgoes available NYSE exemptions but may elect them in future, which could affect independence dynamics .
Investment Implications
- Alignment and upside leverage: PSU design tied to relative TSR with a 200% cap and a negative-TSR payout cap at 100% supports shareholder alignment; recent TSR leadership and prior PSU payout at 175% signal demonstrated execution against peer set .
- Retention risk: Large outstanding unvested RS/PSUs (1.40M) and meaningful CIC economics ($39.2M including $32.7M unvested value) reduce near‑term departure risk but create potential M&A incentives; double‑trigger mitigates windfall risk .
- Selling pressure timing: 2025–2027 vesting cadence (Feb and June dates) plus ongoing ownership retention requirements can create periodic liquidity events; hedging prohibited; pledging policy not disclosed—a monitoring item for future proxies .
- Governance considerations: Combined CEO/Chairman under controlled company status increases reliance on Lead Director and independent committees; currently not using NYSE exemptions—positive—but the right to adopt exemptions later is a risk toggle for governance quality .
- Cash/equity mix: 2024 one‑time transaction bonus and higher equity grants elevated total comp; continued use of Meridian and explicit clawback policy are positives; absence of options suggests lower risk‑taking incentive vs. RS/PSU mix .
All information above is sourced from Comstock’s 2025 DEF 14A and related SEC filings: **[23194_0000950170-25-056747_crk-20250422.htm:2]** **[23194_0000950170-25-056747_crk-20250422.htm:3]** **[23194_0000950170-25-056747_crk-20250422.htm:8]** **[23194_0000950170-25-056747_crk-20250422.htm:9]** **[23194_0000950170-25-056747_crk-20250422.htm:10]** **[23194_0000950170-25-056747_crk-20250422.htm:12]** **[23194_0000950170-25-056747_crk-20250422.htm:14]** **[23194_0000950170-25-056747_crk-20250422.htm:15]** **[23194_0000950170-25-056747_crk-20250422.htm:16]** **[23194_0000950170-25-056747_crk-20250422.htm:17]** **[23194_0000950170-25-056747_crk-20250422.htm:24]** **[23194_0000950170-25-056747_crk-20250422.htm:32]** **[23194_0000950170-25-056747_crk-20250422.htm:34]** **[23194_0000950170-25-056747_crk-20250422.htm:36]** **[23194_0000950170-25-056747_crk-20250422.htm:37]** **[23194_0000950170-25-056747_crk-20250422.htm:38]** **[23194_0000950170-25-056747_crk-20250422.htm:39]** **[23194_0000950170-25-056747_crk-20250422.htm:40]** **[23194_0000950170-25-056747_crk-20250422.htm:42]** **[23194_0000950170-25-056747_crk-20250422.htm:43]** **[23194_0000950170-25-056747_crk-20250422.htm:44]** **[23194_0000950170-25-056747_crk-20250422.htm:45]** **[23194_0000950170-25-056747_crk-20250422.htm:46]**; and the 8‑K on director changes **[23194_0001564590-20-040944_crk-8k_20200821.htm:1]**.