David Winsness
ComstockAbout David Winsness
David J. Winsness, age 56, is President of Comstock Fuels Corporation (a subsidiary of Comstock Inc.) and has been an executive officer since September 7, 2021; he holds a B.S. in Mechanical Engineering from Clemson University . His background includes inventing and commercializing corn oil extraction adopted by ~95% of U.S. corn ethanol plants while CTO at GreenShift (2006–2018), and leading lignocellulosic fuels development as CEO of Plain Sight Innovations (2019–2021) . Company performance during his tenure shows total shareholder return up 85.8% in 2023 and 41.3% in 2024, with net income of $10.5M in 2023 and a net loss of $53.4M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GreenShift Corporation | Chief Technology Officer | 2006–2018 | Invented and commercialized patented corn oil extraction, adopted by ~95% of U.S. corn ethanol plants |
| Plain Sight Innovations Corporation | Chief Executive Officer | 2019–2021 | Led portfolio for lignocellulosic fuels and clean technologies (advanced carbon-neutral fuels) |
| Comstock Fuels Corporation (Comstock Inc.) | President | 2021–present | Leads Comstock’s renewable fuels subsidiary |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Global Catalytic Disruptor Fund LLC | Beneficial Owner | Current | Entity owns Winsness’s Comstock shares of record |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $495,000 | $495,000 |
| Target Bonus (% of salary) | Up to 100% (discretionary, tied to strategic plan progress) | Up to 100% (discretionary, tied to strategic plan progress) |
| Actual Bonus Paid ($) | $215,000 (approved April 28, 2023) | $0 (no bonuses paid in 2024) |
| All Other Compensation ($) | $6,600 (401k match and PTO not taken) | $6,900 (401k match and PTO not taken) |
Performance Compensation
Cash Incentive Bonuses
| Year | Metric | Target | Actual Payout | Vesting |
|---|---|---|---|---|
| 2023 | Strategic plan objective achievement (discretionary) | Up to 100% of base salary | $215,000 | Cash (no vesting) |
| 2024 | Strategic plan objective achievement (discretionary) | Up to 100% of base salary | $0 (no bonuses paid) | Cash (no vesting) |
Equity Awards (RSUs/PSUs/Options)
| Plan | Award Type | Grant Date | Status | Notes |
|---|---|---|---|---|
| 2020 Equity Incentive Plan | Performance/market-conditioned share awards (management awards) | Various (e.g., Jan 4, 2021 for certain grants) | Canceled Jan 4, 2024 (no shares issued) | Company did not issue equity grants to executives under the 2022 Plan through year-end 2024 |
Company-wide executive pay has been heavily cash-based (base + bonuses ~99% of total executive compensation across the past three years) .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 2,000,000 (held by Global Catalytic Disruptor Fund LLC) | 200,000 (held by Global Catalytic Disruptor Fund LLC) |
| Ownership (% of shares outstanding) | 1.6% (122,615,150 shares outstanding) | 0.7% (26,903,872 shares outstanding) |
- Vested vs unvested: No unvested executive equity awards remain; 2020 Plan awards were canceled without issuance on Jan 4, 2024 .
- Pledging/hedging: Company policy prohibits hedging, short sales, margin accounts, and pledging of Company securities; covered persons must pre-clear transactions .
- Ownership guidelines: No executive stock ownership guidelines disclosed in the proxy (no mention found).
Employment Terms
| Term | Details | Source |
|---|---|---|
| Employment start date | September 7, 2021 | |
| Current role | President, Comstock Fuels Corporation | |
| Contract term | Initial term five years; auto-renewal for successive one-year terms unless terminated | |
| Base salary | Increased by Board to $495,000 effective July 1, 2022 | |
| Target bonus | Up to 100% of base salary, discretionary based on strategic plan progress | |
| Restrictive covenants | Protect Company confidential information/competitive interests; automatic assignment of intellectual property developed during term | |
| Severance/change-of-control | Not disclosed for Winsness (CEO agreement terms disclosed separately for De Gasperis) | |
| Clawback policy | Adopted Oct 2, 2023; recovery of erroneously awarded incentive-based compensation following qualifying restatements | |
| Non-compete/non-solicit | Not specifically disclosed beyond “restrictive covenants” |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (company-level) | +85.8% (closing price $5.48 vs $2.95) | +41.3% (closing price $8.00 vs $5.66) |
| Net Income (company-level) | $10,526,252 | $(53,402,898) |
- Major achievements: As CTO of GreenShift, Winsness’s corn oil extraction tech achieved ~95% adoption across U.S. corn ethanol plants, displacing >20 million barrels of fossil fuel annually and significant GHG reductions; he later led lignocellulosic fuels development at Plain Sight Innovations .
Compensation Committee & Governance Context
- Executive compensation philosophy: Market-based salaries, profit sharing, and stock-based compensation; annual performance bonuses are discretionary up to 100% of salary based on strategic plan progress, subject to Compensation Committee approval .
- Equity plans: 2022 Equity Incentive Plan authorized but no grants issued to executives through Dec 31, 2024; 2020 plan awards canceled Jan 4, 2024 .
- Say-on-Pay: Annual advisory vote conducted; proposal to approve NEO compensation included in proxy (no percentages disclosed) .
Related Party Transactions and Red Flags
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Flux Photon Corporation (FPC) asset purchase: Payments to FPC from future cash flows indirectly benefit the Company’s CTO and the President of Comstock Fuels (Winsness) as indirect beneficiaries; purchase price amended to $16.85M with $16.65M remaining as of Dec 28, 2023 and further payments in 2024 .
Investor implication: Potential perceived conflicts of interest tied to commercialization success and FPC payment stream.
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Equity alignment: No new stock-based grants for executives in past three years and cancellation of 2020 awards reduces direct equity alignment vs cash; company states ~99% of executive comp has been base salary and bonuses .
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Trading policy: Strict prohibitions on hedging/pledging/margin accounts mitigate misalignment risk; pre-clearance required .
Investment Implications
- Pay-for-performance alignment: Winsness’s cash incentives are discretionary against strategic milestones; lack of disclosed metric weightings or specific targets makes external assessment of rigor difficult. Equity award cancellation and absence of new grants suggest lower direct equity alignment versus cash, increasing reliance on governance oversight for alignment .
- Retention and contract structure: Five-year initial term with auto-renewal plus restrictive covenants and IP assignment supports retention and protects Company IP; absence of disclosed severance/change-of-control terms for Winsness reduces known contingent payout risk but limits visibility into termination economics .
- Ownership and selling pressure: Beneficial ownership is meaningful for a small-cap (0.7% post-split), held via Global Catalytic Disruptor Fund LLC; company policy against pledging/hedging curbs misalignment and forced selling risk. Form 4 dynamics not in proxy—monitor insider filings for activity .
- Governance risk: FPC-related payments present related-party optics involving senior executives, requiring scrutiny of project-level cash flows and prioritization relative to shareholder returns .
