Roland Burns
COMSTOCK RESOURCESAbout Roland Burns
Roland O. Burns (age 65) is Comstock Resources’ President (since 2013), Chief Financial Officer (since 1990), Secretary (since 1991), and a director (since 1999); he previously worked at Arthur Andersen (1982–1990) in the oil and gas audit practice, bringing extensive capital markets, controls, and M&A experience to the board and management team . He is an executive (non‑independent) director on a five‑member board chaired by the CEO; the board uses a Lead Independent Director and fully independent audit/comp/nom‑gov committees as governance safeguards . Pay-for-performance calibration shows: 2024 annual incentive paid at 132% of target on a scorecard including ROAE, EBITDAX, cost efficiencies, TSR, reserves, and strategic objectives ; the 2021 PSU tranche vested at 175% of target on three‑year relative TSR of 104% (80th percentile), indicating strong long‑term equity alignment through TSR-based PSUs . In 2024 management executed two large Western Haynesville leasehold acquisitions (≈265,000 net acres at ~$401 per acre), which drove a special one‑time transaction bonus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comstock Resources | Senior Vice President | 1994–2013 | Executive leadership across finance/operations during growth and portfolio evolution . |
| Comstock Resources | Treasurer | 1990–2013 | Treasury, capital formation, risk management during industry cycles . |
| Arthur Andersen | Auditor (Oil & Gas) | 1982–1990 | Oil & gas audit expertise, internal controls, SEC reporting foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current external public-company directorships disclosed in the latest proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 625,000 |
| Annual Target Bonus (% of salary) | 100% (target); 50% threshold; 200% max | 100% (target); 50% threshold; 200% max | 100% (target); 50% threshold; 200% max |
| AIP Threshold/Target/Max ($) for the Year | — | — | 312,500 / 625,000 / 1,250,000 |
| Actual AIP Paid ($) | 1,080,000 | 372,000 | 825,000 |
| Special/Retention Bonus ($) | 1,144,000 (retention, linked to 2018 CoC) | 1,144,000 (final retention payment) | 1,212,120 (one‑time transaction bonus) |
| All Other Compensation ($) | 118,031 | 171,011 | 159,171 (incl. personal aircraft $89,733; 401(k) match $20,700; life insurance $48,738) |
Performance Compensation
2024 Annual Incentive – Scorecard and Outcomes
| Metric | Weight | Target | Actual | Payout as % of Target |
|---|---|---|---|---|
| Return on Avg Equity | 15% | ≥1% | (3)% | 0% |
| EBITDAX | 15% | ≥$900mm | $850mm | 88% |
| Operating Cost Improvement | 15% | ≥3.5% | 7% | 200% |
| Well Cost Efficiency ($/completed lateral foot) | 10% | <$1,575 | $1,506 | 135% |
| Relative TSR (vs peer group) | 15% | >50th percentile | 100% (≥90th percentile level) | 200% |
| Reserve Replacement (%) | 15% | 110% | 170% | 186% |
| Other Key Objectives (5 goals) | 15% | — | 4 of 5 achieved | 115% |
| Total Weighted Payout | — | — | — | 132% of target |
- 2024 AIP dollar outcome for Burns: paid $825,000 (132% of $625,000 target) .
Long-Term Incentives (LTI)
| Award Type | Grant Date | Target/Units | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Restricted Stock | Feb 19, 2024 | 237,564 shares | 1,812,613 | Vests one‑third on Feb 18, 2025/2026/2027, service-based . |
| Performance Share Units (PSUs) | Feb 19, 2024 | 143,349 target units | 1,389,052 | 3‑yr relative TSR vs E&P peers; 0–200% payout; performance period Feb 19, 2024–Feb 18, 2027 . |
- LTI mix is restricted stock and PSUs; no stock options granted and no options outstanding for NEOs .
- PSU structure: threshold 20th percentile (50% payout), target 50th (100%), max 90th (200%); negative TSR caps payout at 100% .
Realization/Vesting Indicators
| 2024 Vesting/Realization | Shares | Value ($) |
|---|---|---|
| Restricted Stock Vested (Burns) | 111,279 | 1,276,111 |
| PSU Vested (Burns) | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,362,658 shares; <1% of outstanding (292,917,808 shares outstanding as of Apr 7, 2025) . |
| Outstanding Unvested – RS (by grant year) | 2022: 49,262 ($897,554); 2023: 124,035 ($2,259,918); 2024: 237,564 ($4,328,416); values at $18.22 YE price . |
| Outstanding Unvested – PSUs (presented at 200% for tracking) | 2022: 107,142 ($1,952,127; perf ends Jun 16, 2025); 2023: 183,674 ($3,346,540; perf ends Jun 5, 2026); 2024: 286,698 ($5,223,638; perf ends Feb 18, 2027) . |
| Upcoming Vesting Dates (select) | 2022 RS vests Jun 13, 2025 ; 2023 RS vests in equal parts Jun 5, 2025 & 2026 ; 2024 RS vests one‑third Feb 18, 2025/2026/2027 ; PSU performance periods end Jun 16, 2025; Jun 5, 2026; Feb 18, 2027 . |
| Stock Ownership Guidelines | 5x base salary for CEO and President; 3x for other execs; non‑employee directors 5x retainer; 5‑year period to attain; 50% net share retention until compliant; all directors/executives currently attained or in initial 5‑year period . |
| Hedging Policy | Directors, officers, employees prohibited from short sales, puts, calls, or other derivatives in company securities . |
| Pledging | Unvested restricted stock cannot be pledged during the restricted period per plan; no separate general pledging disclosure beyond plan language observed . |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Health Benefits (18 mo) | Equity Acceleration | Total |
|---|---|---|---|---|
| Involuntary termination without cause / good reason (non‑CoC) | $1,875,000 (150% of salary + target bonus) | $35,022 | — | $1,910,022 |
| Termination within 24 months post‑Change in Control (double trigger) | $3,737,500 (299% of salary + target bonus) | $35,022 | $18,008,192 (unvested equity at YE price; PSUs at max) | $21,780,714 |
- Agreements also provide a pro‑rated bonus in year of termination; change‑in‑control benefits require a double trigger; no excise tax or other tax gross‑ups .
- Equity acceleration generally upon non‑assumption in a CoC or upon qualifying termination following a CoC per the 2019 Plan .
- Deferred compensation plan: Company contributes 5% of annual cash compensation into a VUL policy; 2024 company contribution for Burns $75,346; above‑market earnings $598,931; aggregate balance $3,842,465 .
Board Governance (director service, committees, independence)
- Board service: Director since 1999; executive officer (President, CFO, Secretary) and not independent under NYSE rules .
- Committees: Audit, Compensation, and Corporate Governance/Nominating committees are entirely independent; Burns, as an executive, does not serve on these; committee chairs: Audit (Davis), Compensation (Turner), Nominating (Foster) .
- Board leadership: CEO also serves as Chairman; governance mitigations include a Lead Independent Director (Jim L. Turner) with defined responsibilities .
- Board activity/attendance: Board met 5x in 2024; audit 5x; compensation 3x; nom‑gov 1x; no director attended <75% of meetings .
- Director compensation: Employee directors receive no additional board compensation (non‑employee director retainer $83,000 + $175,000 equity; additional chair/lead retainers) .
Director Compensation (as director)
| Item | Amount |
|---|---|
| Additional director fees to Burns as an employee director | None; employee directors receive no additional board compensation . |
Compensation Structure and Peer Framework
- Comstock emphasizes peer‑aligned, performance‑weighted pay with TSR as the primary LTI metric; practices include stock ownership guidelines, clawback and anti‑hedging policies, and elimination of tax gross‑ups; compensation overseen by independent directors and independent consultant (Meridian) .
- TSR peer group for PSUs (2024 grant) includes Antero, CNX, Coterra, EQT, Expand Energy, Range, Silverbow, Southwestern, and SPDR S&P Oil & Gas E&P ETF .
- Say‑on‑pay: 99% support in 2023; next advisory vote in 2026 .
Performance & Track Record Highlights
| Item | Detail |
|---|---|
| 2024 AIP payout | 132% of target on diversified operational/financial/TSR metrics . |
| 3‑yr TSR PSU (2011 cohort referenced in 2022 proxy context; 3‑yr period ending 2024) | 175% payout on TSR of 104% (80th percentile) . |
| 2024 strategic transactions | ~265,000 net acres added in Western Haynesville at ~$401/net acre; drove one‑time $7.0mm management transaction bonus pool . |
Investment Implications
- Alignment and upside: Burns’ compensation skews to equity (restricted stock and TSR‑based PSUs) with sizable unvested awards and stringent ownership rules (5x salary), supporting long‑term alignment; hedging is banned and unvested RS cannot be pledged, reducing misalignment risk .
- Selling pressure calendar: Multiple near‑term vesting/tranche events (RS in Feb/Jun 2025/2026/2027; PSU performance periods ending 2025/2026/2027) may create periodic liquidity/selling windows; 2024 vested RS realized value indicates meaningful annual supply .
- Retention and change‑in‑control economics: Double‑trigger CIC benefits (299% of salary+target bonus plus accelerated equity) and standard severance (150% salary+target bonus) reduce voluntary departure risk; no tax gross‑ups is shareholder‑friendly .
- Pay-for-performance posture: 2024 cash bonus outcome reflected mixed commodity‑driven financials offset by strong cost and TSR performance; PSU design with negative TSR cap and relative measurement guards against windfalls in down markets .
- Governance checks on dual roles: While Burns is an executive director and the CEO is also Chairman, independent committees and a Lead Independent Director mitigate independence concerns for compensation and audit oversight .
Note: All figures reflect the company’s most recent DEF 14A as of April 22, 2025; equity values are based on year‑end 2024 stock price where indicated and PSU counts reflect presentation assumptions described in the proxy footnotes **[23194_0000950170-25-056747_crk-20250422.htm:42]** **[23194_0000950170-25-056747_crk-20250422.htm:45]**.