Corrado De Gasperis
ComstockAbout Corrado De Gasperis
Corrado De Gasperis, age 59, is Executive Chairman (since 2015) and Chief Executive Officer (since 2010) of Comstock Inc. (LODE). He previously served as CFO and CIO at GrafTech, CEO of Barzel Industries, and was admitted as a KPMG LLP partner in 1998; he holds a BBA (honors) from Western Connecticut State University’s Ancell School of Business . Company pay-versus-performance disclosure shows total shareholder return rose 41.3% in 2024 and 85.8% in 2023, while net income swung from a $10.5M profit in 2023 to a $53.4M loss in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Certified Public Accountant; admitted Partner | 1987–1998; Partner from 1998 | Audit/finance expertise serving GE and Union Carbide; foundational governance and controls experience |
| GrafTech International Ltd. | Controller; CFO; VP/CIO | 1998–2006 | Led restructuring, recapitalization, and commercialization of innovations (R&D100 awards) |
| Barzel Industries Inc. | Chief Executive Officer | 2006–2009 | Ran 15-facility steel network across U.S./Canada; operations and capital markets exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sierra Springs Opportunity Fund Inc. (SSOF) | Co-founder; CEO; director | Since 2019 | Strategic investee of Comstock; significant related-party footprint |
| GDR Global LLC (ROK-On Building Systems) | Director | N/A | Low-carbon building materials oversight |
| Comstock Foundation for History & Culture (501(c)(3)) | Founding member; Chairman of Board | N/A | Non-profit governance |
| Virginia City Tourism Commission | Director; Chairman (prior) | Prior | Local economic development |
| GBS Gold International Inc. | Director; Chair Audit & Compensation | Prior | Board committee leadership |
Fixed Compensation
| Year | Base Salary | Bonus | Stock Awards | Option Awards | All Other Comp | Total |
|---|---|---|---|---|---|---|
| 2024 | $495,000 | $0 | $0 | $0 | $6,900 (PTO/401k) | $501,900 |
| 2023 | $495,000 | $30,000 | $0 | $0 | $25,784 (PTO/401k) | $550,784 |
Notes
- Board approved executive base salaries of $495,000 and discretionary annual bonuses up to 100% of salary tied to performance objectives in the strategic plan beginning July 1, 2022 .
Performance Compensation
| Metric/Vehicle | Target/Structure | Actual/Payout | Vesting/Timing | Notes |
|---|---|---|---|---|
| Annual cash incentive | Up to 100% of base salary; discretionary vs strategic plan progress | 2024: $0; 2023: $30,000 | Annual determination by Compensation Committee | Discretionary overlay; committee approves final achievement |
| 2020 Equity Incentive Plan – Performance & Market Condition Shares | 25,000 performance + 25,000 market condition shares (granted Jan 4, 2021) | Unvested 50,000 valued at $274,000 as of Dec 31, 2023 | Scheduled vest Jan 4, 2024; all units canceled/forfeited without issuance on Jan 4, 2024 (goals not achieved) | |
| Clawback policy | Applies to incentive-based compensation received on/after Oct 2, 2023 upon qualifying restatement | N/A | Three-year lookback preceding restatement trigger | Aligns with SEC/NYSE American requirements |
Equity program status
- 2022 Equity Incentive Plan authorized 600,000 shares; no grants issued as of Dec 31, 2024 .
- 2020 Plan had remaining capacity on paper at year-end 2024; all management share units canceled on Jan 4, 2024; no outstanding awards thereafter .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 25, 2025) | 135,818 shares; 0.5% of common shares outstanding (26,903,872) |
| Recent share purchase | 125,000 restricted shares purchased at $4.00 per share on May 17, 2024 ($500,000 proceeds to company) |
| Options/RSUs outstanding | None; prior 2020 Plan units canceled Jan 4, 2024 |
| Hedging/shorting/derivatives | Prohibited for directors/officers/employees by Insider Trading Policy |
| Pledging/margin | Company policy prohibits pledging/margin of Comstock securities by covered persons |
| Other pledging activity | CEO pledged 500,000 SSOF shares (not Comstock) as collateral for a personal note with Alvin Fund LLC; company not a party to the arrangement |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Employment Agreement effective April 21, 2010; automatic 1-year renewals; if change-in-control occurs with less than 3 years remaining, term extends to 3 years beyond the CoC date |
| Base salary | $495,000 (as of July 1, 2022) |
| Incentive eligibility | Participation in incentive/compensation plans; profit-sharing plan contemplated (10% of net cash profits) but not yet established |
| Severance (no cause/disability/good reason) | Accrued amounts lump sum; continued base salary for 12 months; health/life benefits continuation for longer of salary continuation period or 18 months |
| Severance upon CoC | If termination occurs during three-year period post-CoC, continued base salary for 36 months; benefits continuation as above |
| Non-compete | During employment and for one year after termination |
Board Governance
- Roles: Executive Chairman and CEO; Board leadership combines Chair and CEO; Board deems structure appropriate for strong aligned leadership and ongoing re-evaluation .
- Independence: A majority of directors are independent under NYSE American standards; independent members include Drozdoff, Marting, Nance, Salinas, Slanina; management directors (De Gasperis, Kreisler) are non-independent .
- Committees:
- Audit & Finance: Chair Marting; members Nance, Slanina; Nance designated “audit committee financial expert” .
- Compensation: Chair Drozdoff; members Nance, Slanina .
- Nominating & Governance: Chair Nance; members Marting, Salinas .
- Environmental & Sustainability Governance: Chair Drozdoff; member Slanina .
- Executive & Strategic Planning: Chair Nance; members Marting, Drozdoff .
- Board activity: 13 meetings in 2024; directors attended 100% of aggregate meetings and their respective committees .
Dual-role implications and controls
- Combined CEO/Chair can reduce independent oversight; mitigations include majority independent board, fully independent key committees, and mandatory no-hedging/pledging policies. Notably, the Insider Trading Policy designates the Executive Chairman & CEO as the Compliance Officer responsible for preclearance and Rule 10b5-1 approvals, which concentrates compliance authority in management and warrants investor attention .
Director Compensation (for context)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Leo M. Drozdoff | $200,000 | $47,700 | $247,700 |
| Walter A. “Del” Marting Jr. | $180,000 | $47,700 | $227,700 |
| William J. Nance | $200,000 | $47,700 | $247,700 |
| Güez J. Salinas | $160,000 | $0 | $160,000 |
| Kristin M. Slanina | $160,000 | $0 | $160,000 |
Notes
- Independent directors receive annual $160,000 plus $60,000 cash; committee chairs receive $20,000 additional; 2020 plan stock for directors vested by Jan 1, 2024; no new grants in 2024; company accrued director fees expected to be paid in shares in 2025 .
Pay vs Performance Context
| Year | CEO SCT Total | CEO Compensation Actually Paid (CAP) | Average NEO SCT | Average NEO CAP | TSR (Fixed $100) | Net Income (Loss) |
|---|---|---|---|---|---|---|
| 2024 | $501,900 | $501,900 | $499,631 | $499,631 | $140 | $(53,402,898) |
| 2023 | $550,784 | $550,784 | $741,998 | $741,998 | $190 | $10,526,252 |
| 2022 | $503,360 | $503,360 | $428,066 | $428,066 | $21 | $(46,738,259) |
Related-Party Transactions and Alignment Risks
- SSOF investment and roles: Comstock owns 10,875,000 SSOF shares (17.27% fully diluted), carrying value $19.575M; CEO co-founded SSOF and SSE; CEO and two directors invested $525,000 for 8,671,000 voting shares (13.77% as-converted); CEO receives no compensation from SSOF/SSE . Comstock leases a manufacturing facility from Sierra Clean Processing LLC, a wholly owned SSOF subsidiary; CEO is executive/director of Sierra Clean Processing LLC .
- Personal financing and pledging: On May 17, 2024, CEO purchased 125,000 restricted Comstock shares at $4; separately took a $1.1M personal note from Alvin Fund LLC secured by SSOF shares; assigned 500,000 SSOF shares to Alvin; Comstock is not a party .
- FPC acquisition payable: Related to CTO (100% owner of FPC); reduced payable to $16.85M; $475,000 paid in 2024; remaining $16.375M payable from future cash flows .
Indicators
- Equity award cancellations in 2024 due to missed goals suggest disciplined pay-for-performance enforcement but also execution risk on targets .
- Combined CEO/Chair and CEO acting as Compliance Officer centralizes governance authority; independence mitigants exist but concentration merits monitoring .
Investment Implications
- Compensation alignment: CEO cash comp is modest and largely fixed; equity awards canceled for performance misses, with discretionary bonuses variable—suggesting a conservative equity posture currently but future dilution risk if 2022 Plan or additional authorizations are used to reintroduce equity incentives .
- Severance economics: 1x salary standard severance and 3x salary upon termination within three years post-CoC; absence of explicit bonus multiples reduces parachute inflation but 36 months salary is significant in a change-of-control scenario; double-trigger window implies retention security through transition .
- Ownership/skin-in-the-game: Direct beneficial ownership is 0.5%; recent $500k share purchase adds alignment; company prohibits pledging/hedging of Comstock stock, reducing selling pressure risk; however, CEO’s pledge of SSOF shares and breadth of related-party ties (facility leases, investee governance) introduce perceived conflict risks even if they are disclosed and managed by committee oversight .
- Execution risk: Missed performance equity goals, 2024 net loss, and heavy reliance on licensing/commercialization milestones in Fuels/Metals raise near-term delivery risk; upside tied to converting pilot and strategic agreements (e.g., Marathon equity and offtake term sheet) into throughput and cash flow .
Overall, governance disclosures show independent committees and strong anti-hedging/pledging policies, but concentrated leadership and related-party complexity warrant continued scrutiny of compensation decisions, capital allocation, and insider transactions for alignment and dilution risk .
