Jerry Comstock
About Jerry Comstock
Jerry Comstock, age 71, has served as an independent director of Lazydays Holdings, Inc. (GORV) since March 2018; he is a seasoned multi-industry operator with 36+ years across restaurants, automotive retail, and consumer services, including C-suite and board leadership roles . His credentials include COO of TGI Fridays (2017), CEO/Managing Owner of Strategic Restaurant Acquisition Group (330 units, 2005–2016), and senior roles at AutoNation USA and Blockbuster; he holds a B.B.A. from the University of Texas . As a continuing Class B director, his current term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TGI Fridays Franchisor, LLC | Chief Operating Officer | Jan 2017 – Sep 2017 | Operational leadership of a major casual dining chain |
| Strategic Restaurant Acquisition Group | Managing Owner & CEO | 2005 – Dec 2016 | Led 330‑unit multi‑brand restaurant platform; portfolio scaling and exits |
| Treco Consulting Company | Owner | 2003 – 2005 | Advisory/consulting for retail/restaurant operators |
| Wherehouse Entertainment, Inc. | Chief Executive Officer | 2002 – 2003 | Turnaround leadership in retail music; later board chair (public) |
| Bennigan’s Restaurants | President & COO | 1998 – 2002 | Multi-unit restaurant operations and growth |
| AutoNation USA | VP Retail Operations (one of first six executives) | 1996 – 1998 | Early-stage scaling in automotive retail |
| Blockbuster Entertainment | Zone VP Video; SVP Music; President Music | 1991 – 1996 | P&L responsibility and category leadership |
| National Convenience Stores | Senior Executive | 1985 – 1991 (joined 1977) | Field and corporate operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EYAS Capital (private equity) | Director | Jun 2022 – present | Owns/operates restaurants |
| AMF/Bowlmor | Director | May 2012 – Jun 2017 | Public-company board experience |
| Eddie Bauer | Director | Oct 2008 – Sep 2009 | Retail board role |
| Wherehouse Entertainment, Inc. (AMEX: WEI) | Chairman of the Board | Jun 2002 – Oct 2003 | Public-company chair |
Board Governance
| Committee | Members | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Fredlake; Comstock; Scarola | Fredlake | 4 |
| Compensation | DeVincenzi; Comstock; Fredlake | DeVincenzi | 9 |
| Nominating & Governance | Comstock; Fredlake; Scarola | Comstock | 2 |
- Independence: The Board determined all directors except the Interim CEO (Fleming) are independent under Nasdaq/SEC rules; Comstock qualifies as independent .
- Attendance: The Board held 15 meetings in 2024; no director attended fewer than 75% of Board and relevant committee meetings .
- Board leadership: Chairman is Robert DeVincenzi; Interim CEO is Ronald K. Fleming; separation supports oversight .
- Governance policies: Prohibits director/officer hedging and short sales; insider trading policy in place .
- Clawback: SEC/Nasdaq‑compliant Clawback Policy adopted; 2024 restatement triggered review with no recovery required .
- Annual meeting: All directors attended the 2024 annual meeting .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant‑date fair value) | Options | Other | Total |
|---|---|---|---|---|---|
| 2024 | $85,000 | $32,602 | — | — | $117,602 |
- Standard director fee schedule: $65,000 Board retainer; plus committee member fees ($10,000 Audit; $7,500 Compensation; $5,000 Nominating & Governance) and chair premia ($20,000 Audit; $15,000 Compensation; $10,000 Nominating & Governance); special committee service in 2024 was additionally compensated .
Performance Compensation
| Item | As‑of Date | Detail |
|---|---|---|
| Director stock awards outstanding | Dec 31, 2024 | 16,667 shares/units |
| 2024 stock awards (fair value) | 2024 | $32,602 |
| Options held (director table) | Dec 31, 2024 | None |
| Options exercisable (beneficial ownership footnote) | Jun 10, 2025 | 8,103 shares exercisable within 60 days |
No director‑specific performance goal disclosures for Comstock’s equity grants; however, the Amended 2018 Plan authorizes Performance‑Based Awards using measures such as EBITDA, adjusted EBITDA, net income, TSR, stock price, cash flow, ROIC, working capital, leverage ratios, and expense management, among others .
Other Directorships & Interlocks
| Company | Relationship to GORV | Comment |
|---|---|---|
| EYAS Capital (restaurants) | No disclosed transactions with GORV | Potential industry knowledge; no related‑party dealings disclosed |
| AMF/Bowlmor; Eddie Bauer; Wherehouse (AMEX: WEI) | Prior public boards | Governance and turnaround experience |
- Related‑party transactions: Audit Committee reviews and must approve; no Comstock‑specific related‑party transactions disclosed in 2024 .
Expertise & Qualifications
- Deep multi‑unit operations and turnaround experience across restaurants and retail; early executive at AutoNation and senior roles at Blockbuster .
- Public‑company board experience, including chair role at Wherehouse (AMEX: WEI) .
- Brings automotive and retail industry knowledge to GORV’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jerry Comstock | 77,828 | <1% | Includes 8,103 options exercisable within 60 days of Jun 10, 2025 |
- Director stock ownership guidelines: Non‑employee directors must hold at least 4x the annual retainer; composition includes owned shares and unexercised options/RSUs; expected to meet within three years of Apr 2022 adoption and maintain thereafter .
- Hedging/shorting: Prohibited for directors and immediate family .
- Pledging: No pledging disclosure; not addressed in policy excerpt provided .
Governance Assessment
- Committee influence: Comstock chairs Nominating & Governance (board composition, evaluations) and serves on Audit and Compensation—central to oversight of financial reporting, pay practices, and governance standards . This breadth enhances board effectiveness but raises workload/independence scrutiny; attendance thresholds were met in 2024 .
- Independence and alignment: Independent status affirmed; meaningful but small personal stake (<1%); director ownership guidelines strengthen alignment, though individual compliance status is not disclosed .
- Pay mix and signals: 2024 director pay skewed to cash (~$85k) with equity ($32.6k) providing ongoing alignment; no options as of year‑end in director table, though a small option position is noted in beneficial ownership in 2025, suggesting modest incentive exposure .
- Dilution/plan oversight: As a Compensation Committee member and N&G chair, Comstock is positioned on equity plan governance; the 2018 Plan amendment adds 12M shares, lifting overhang to ~11.2% if approved—an investor‑sensitivity point on dilution and pay practice discipline .
- Listing risk oversight: Reverse split proposal reflects Nasdaq bid‑price noncompliance; Audit/N&G oversight of risk and governance responses is material to investor confidence (process integrity vs. optics of reverse split) .
- RED FLAGS: None disclosed specific to Comstock—no related‑party transactions, no attendance shortfalls, no hedging. Potential portfolio overlap risk via EYAS appears limited with no disclosed transactions; monitor future dealings. Large controlling shareholder (Coliseum at 78.6%) implies governance environment where minority protections and committee independence are critical .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 reporting | Company states required filings were timely for 2024, except a former CEO Form 5; no Comstock exceptions noted |