Judd Merrill
ComstockAbout Judd Merrill
Judd B. Merrill (age 54) was appointed Chief Financial Officer of Comstock Inc. (NYSE: LODE) and President of Comstock Mining LLC, effective May 19, 2025. He previously served as CFO of Aqua Metals (2018–2025), CFO/Director of Finance at Klondex Mines (2016–2018), was Comstock’s CFO and Corporate Secretary (2011–2016), and began his career at Deloitte. Merrill holds a B.S. in Accounting (Central Washington University), an MBA (University of Nevada, Reno), and is a licensed CPA . During his current tenure, LODE reported FY2024 net loss of $53.4M vs. FY2023 net income of $10.5M, and TSR values of $140 (FY2024), $190 (FY2023), and $21 (FY2022) per SEC “Pay vs Performance” disclosure, framing execution and compensation alignment context . Company revenues increased from approximately $1.3M in 2023 to ~$3.0M in 2024 as per earnings communications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aqua Metals, Inc. (NASDAQ: AQMS) | Chief Financial Officer | 2018–May 2025 | Led public company finance for metal recycling; CFO experience aligned with LODE’s urban mining strategy . |
| Klondex Mines Ltd. (NYSE/TSE: KLDX) | CFO; Director of Finance & Accounting | 2016–2018 | Senior leadership team facilitating acquisition by Hecla Mining (NYSE: HL) . |
| Comstock Inc. (NYSE: LODE) | CFO; Corporate Secretary | Dec 2011–May 2016 | Prior LODE finance leadership; governance and capital markets experience . |
| Fronteer Gold Inc. | Controller & Treasurer | Prior to Comstock | Corporate finance roles at a gold exploration firm acquired by Newmont (NYSE: NEM) . |
| Deloitte & Touche LLP | Auditor | 6 years | Financial reporting/internal controls training and audit foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Auditor | Early career | Built foundational audit and reporting expertise for public-company environments . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $389,500 per year | As CFO and President of Comstock Mining LLC; effective May 19, 2025 . |
| Target Bonus % | — | Not disclosed in Merrill’s employment letter; Company-wide executive bonuses are discretionary, up to 100% of base salary per Board action (July 1, 2022) . |
| Actual Bonus Paid (most recent year) | — | Not disclosed for Merrill. Company paid executive bonuses in 2023 but none in 2024 to named executives . |
Performance Compensation
| Plan/Instrument | Eligibility | Grant Details | Performance Metrics/Weighting | Vesting |
|---|---|---|---|---|
| Company Profit Sharing Plan | Eligible | Participation specified in employment term sheet; details not disclosed . | Company-wide profit sharing program referenced; metrics and weights not specified for Merrill . | Not disclosed. |
| Equity Compensation Plan | Eligible | Participation specified; no grant specifics disclosed for Merrill . | Not disclosed for Merrill. Company’s executive framework allows discretionary bonuses up to 100% of salary (alignment intent) . | Not disclosed. |
| Clawback Policy | Applies to covered officers | Adopted in 2023; requires recovery of incentive compensation upon qualifying accounting restatements . | Based on restated financials; applies to incentive-based compensation received after October 2, 2023 . | Policy terms per proxy; not a vesting schedule . |
Equity Ownership & Alignment
| Item | Status | Notes |
|---|---|---|
| Beneficial Ownership (shares) | Not disclosed | Merrill’s CFO appointment occurred after March 25, 2025 record date; 2025 proxy ownership table does not list Merrill . |
| Ownership as % of SO | Not disclosed | Not included in 2025 proxy ownership table . |
| Vested vs. Unvested Shares | Not disclosed | No executive equity grants disclosed for Merrill; Company canceled management 2020 Plan awards on Jan 4, 2024 . |
| Options (Exercisable/Unexercisable) | Not disclosed | No options disclosed for Merrill . |
| Pledging/Hedging | Hedging and short sales prohibited | Company securities policy bans hedging and short sales for directors, officers, employees, and designees . |
| Ownership Guidelines | Not disclosed | No executive stock ownership guideline disclosure for Merrill found in 2024/2025 proxies . |
Historical Director Equity and Vesting
| Grant Type | Grant Date | Shares | Vesting | Outcome |
|---|---|---|---|---|
| Director stock under 2020 Plan | Dec 31, 2020 | 135,000 | Vest in three equal tranches of 45,000 on Jan 1, 2022/2023/2024 | Merrill resigned Apr 5, 2023; 45,000 shares were forfeited Nov 20, 2023 . |
Employment Terms
| Term | Detail |
|---|---|
| Titles | CFO (Comstock Inc.); President (Comstock Mining LLC) . |
| Start Date | May 19, 2025 . |
| Base Salary | $389,500 per year . |
| Term & Renewal | Initial 1-year term; auto-renews for successive one-year terms unless either party gives 60 days’ notice prior to term end . |
| Severance | One year of salary continuation post-employment upon severance/termination without cause . |
| Incentives | Eligible for Company Profit Sharing Plan and Equity Compensation Plan . |
| Confidentiality/NDA | Robust confidentiality obligations; broad definition of “Confidential Information”; Nevada governing law and venue . |
| Change-of-Control | Not disclosed for Merrill in letter agreement . |
| Non-Compete/Non-Solicit | Not disclosed for Merrill in the letter agreement; confidentiality and non-use restrictions apply . |
| Succession | Term sheet notes potential elevation to President of Comstock Inc. upon fuels spin-off and top succession candidate status for future CEO appointment (subject to Board approval) . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($) | (46,738,259) | 10,526,252 | (53,402,898) |
| TSR (Initial $100 investment value) | $21 | $190 | $140 |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | ~$1.3M | ~$3.0M |
| YoY Revenue Growth (%) | — | ~131% (calculated from cited values) |
Notes:
- Net income and TSR from DEF 14A Pay vs Performance disclosure .
- Revenue from Company press release and earnings call/transcript sources .
Board Governance (Historical)
- Merrill served as a director of Comstock Inc. prior to resigning from the Board effective April 5, 2023 .
- As a director, he was compensated under the 2020 Equity Incentive Plan (135,000 shares vesting in three annual tranches); forfeited 45,000 shares after resignation .
- 2024 director pay structure included annual cash retainers and stock awards for independent directors; Merrill not an independent director post-resignation and not listed in 2025 ownership table .
Additional Compensation and Governance Context
- Executive incentive framework: On July 1, 2022, the Board approved discretionary, performance-based cash bonuses up to 100% of base salary for executives, aligned to strategic plan objectives; bonuses require Compensation Committee approval .
- Clawbacks: Compensation recovery policy adopted in 2023; recovery required upon qualifying accounting restatement for incentive compensation received by covered officers on/after Oct 2, 2023 .
- Trading restrictions: Policy prohibits hedging, short sales, and other techniques that offset decreases in market value by insiders .
Vesting Schedules and Insider Selling Pressure
- Director grant vesting: 45,000 shares vested on Jan 1, 2022 and Jan 1, 2023; 45,000 shares forfeited on Nov 20, 2023 after Merrill’s Board resignation (Apr 5, 2023) .
- Insider transactions: No Form 4 data found for Merrill during this period via available tools; attempted insider-trades fetch encountered authorization error. We reviewed 8-Ks where Merrill appears as CFO contact and principal spokesman but without listed equity transactions .
Investment Implications
- Compensation alignment: Merrill’s base pay ($389.5k) is modest vs. LODE’s prior executive base levels and includes eligibility for profit sharing and equity plans, with clawbacks in place—positive for pay-for-performance governance . The absence of disclosed guaranteed bonuses and limited severance (one-year salary) reduce moral hazard .
- Retention and succession: Employment terms and explicit CEO succession positioning signal commitment to continuity through the fuels spin-off and scaling of metals—supports stability in finance leadership during strategic transitions .
- Selling pressure: Historical forfeiture of director shares (2023) reflects resignation timing rather than opportunistic selling; current hedging/short-sale prohibitions mitigate misalignment risks. Lack of disclosed pledging and no Merrill-related related-party transactions in proxies reduces red flags .
- Performance backdrop: Execution risk remains elevated given FY2024 net loss (-$53.4M) and the capital-intensive commercialization roadmap; however, revenue growth (~$1.3M to ~$3.0M) and TSR improvement from 2022 to 2023 provide early signals of momentum in segments Merrill oversees financially .
References:
- 2025 DEF 14A proxy
- 2024 DEF 14A proxy
- CFO appointment 8-K and employment letter
- 2023 Director change 8-K
- Company press release/full-year 2024 results and earnings call sources
