Kevin Kreisler
ComstockAbout Kevin Kreisler
Kevin E. Kreisler (age 52) is Comstock Inc.’s Chief Technology Officer, a director on the Board, and CEO of Comstock Fuels Corporation and Comstock IP Holdings. He joined Comstock in September 2021 and was appointed to the Board in May 2022 (nomination tied to the Comstock Innovations acquisition). He holds a B.S. in Civil & Environmental Engineering, an MBA, and a J.D. from Rutgers University. Company pay-versus-performance disclosures show TSR up 41.3% in 2024 and 85.8% in 2023, with net income swinging from a $46.7M loss in 2022 to $10.5M profit in 2023, then a $53.4M loss in 2024, framing mixed fundamental performance during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GreenShift Corporation (n/k/a CleanTech Alpha) | Chairman & CEO | 2005–2021 | Developed and commercialized patented in-plant corn oil extraction tech now used by ~95% of U.S. ethanol plants, driving additional industry income and material GHG displacement . |
| Veridium Corporation | Director & Officer | 1998–2004 | Led design/engineering/construction of advanced facility for recycling/reuse of inorganic hazardous/industrial wastes across numerous streams/processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viridis Asset Management LLC (VAM) | Managing Director | Ongoing | Investment platform for scalable natural resource efficiency technologies; investments include Triple Point Asset Management LLC and FLUX Photon Corporation . |
| Comstock Fuels Corporation | CEO | Ongoing | Comstock’s renewable fuels commercialization subsidiary (direct leadership of commercialization) . |
| Comstock IP Holdings | CEO | Ongoing | Innovation and IP development subsidiary (portfolio governance) . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $390,566 | $495,000 | $495,000 |
| Annual Bonus | $0 | $215,000 | $0 |
| Stock Awards | $0 | $0 | $0 |
| Option Awards | $0 | $0 | $0 |
| All Other Compensation | $0 | $0 | $0 |
| Total Compensation | $390,566 | $710,000 | $495,000 |
Notes:
- Executive base salaries were increased to $495,000 on July 1, 2022, with discretionary annual bonus opportunity up to 100% of base salary per Board-approved plan .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary annual bonus (tied to strategic plan objectives) FY 2023 | Not disclosed | Not disclosed | Milestone-based assessment by Compensation Committee | $215,000 cash | Cash; no equity vesting |
| Discretionary annual bonus FY 2024 | Not disclosed | Not disclosed | Progress assessment resulted in no bonus | $0 | N/A |
Additional structure:
- Company indicates executive compensation has been ~99% base salary/bonuses over the past three years (no new stock-based comp granted; prior awards canceled) .
Equity Ownership & Alignment
| Metric | As of Apr 2, 2024 | As of Mar 25, 2025 | |---|---|---|---| | Shares Beneficially Owned | 5,000,000 | 500,000 | | Ownership % of Outstanding | 4.1% (122,615,150 shares outstanding) | 1.9% (26,903,872 shares outstanding) | | Ownership Vehicle | Triple Point Asset Management LLC (owned by Mr. Kreisler) | Triple Point Asset Management LLC (owned by Mr. Kreisler) | | Hedging / Short Sales | Prohibited by Company policy | Prohibited by Company policy | | Pledging | Not disclosed | Not disclosed |
Observations:
- No RSUs/PSUs/options outstanding or granted to Kreisler in 2022–2024; Company canceled prior 2020 Plan units on Jan 4, 2024 due to unmet performance goals (no shares issued) .
- Company adopted an SEC/NYSEA-compliant clawback policy in 2023 covering erroneously awarded incentive-based compensation .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Employment letter agreement (binding key economic terms), executed Sept 7, 2021 . |
| Initial Term | 5 years, auto-renews for successive 1-year terms unless terminated per notice procedures . |
| Base Salary | $250,000 initial; increased to $495,000 effective July 1, 2022 . |
| Bonus Opportunity | Discretionary annual bonus up to 100% of base salary (performance objective-based; Compensation Committee approval) . |
| Restrictive Covenants | Confidentiality/competitive interest protections; automatic assignment to Company of IP developed during term . |
| Severance / Change-of-Control | Not disclosed for Mr. Kreisler. CEO severance includes 12 months base salary (36 months within 3 years post-CoC) and benefits continuation; no parallel disclosure for CTO . |
| Profit Sharing | Company to adopt profit-sharing plan (10% of net cash profits before certain payments); not yet established . |
Board Governance
- Board service: Director since May 26, 2022; not an independent director under NYSE American standards (independent directors are Drozdoff, Marting, Nance, Salinas, Slanina) .
- Committee roles: Standing committees (Audit & Finance; Compensation; Nominating & Governance; Environmental & Sustainability Governance; Executive & Strategic Planning) are composed of independent directors; Kreisler is not listed as a member on any standing committee .
- Board attendance: Directors collectively had 100% committee and Board meeting attendance (13 meetings in 2024) .
- Dual-role considerations: CEO also serves as Executive Chairman; Board affirms combined roles are appropriate at this time; majority-independent Board provides committee-level oversight .
Related Party Transactions
| Transaction | Terms | Economics | Status |
|---|---|---|---|
| FLUX Photon Corporation (FPC) asset purchase (Kreisler owns 100% of FPC) | IP and lab equipment acquired 9/7/2021; consideration payable solely from 20% of future consolidated cash flows; amended 12/28/2023 to reduce remaining purchase price | Remaining payable reduced to $16,850,000; $200,000 paid 12/28/2023; $275,000 paid in 2024; remaining payable $16,375,000; Kreisler is indirect beneficiary of payments . | Active obligation from future cash flows . |
| Office rental & transaction expense reimbursement to Kreisler | Company reimbursed ~$142,000 in transaction expenses; paid $41,860 in 2024; also recorded $14,000 office rental expense in 2024 ($42,000 in 2023) | $41,860 paid; $14,000 office rent in 2024; $42,000 in 2023 . | Ongoing assessment; no definitive agreement with affiliate as of 12/31/2024 . |
Governance controls: Related party transactions reviewed under a written policy overseen by the Audit & Finance Committee and/or disinterested directors; compensation-related items overseen by Compensation Committee .
Performance & Track Record
- Technology commercialization: Leadership of patented ethanol plant integrations that materially expand industry income and displace fossil fuels/GHG emissions; cited as widespread adoption across U.S. ethanol industry .
- Corporate performance context: TSR increased 85.8% in 2023 and 41.3% in 2024; Net Income shifted from a $46.7M loss (2022) to $10.5M profit (2023) then back to a $53.4M loss (2024), indicating volatility in fundamentals during scale-up efforts .
Compensation Structure Analysis
- Cash-heavy mix: ~99% of executive pay comprised of base salary and cash bonuses in recent years; no new stock awards granted; prior equity awards canceled for unmet goals .
- Bonus governance: Discretionary, performance-objective based with potential up to 100% of salary; Compensation Committee oversees approvals .
- Clawback and trading policy: SEC/NYSEA-compliant clawback adopted in 2023; hedging and short sales prohibited, improving alignment .
Risk Indicators & Red Flags
- Related-party economic exposure: Significant future cash flow commitment ($16.375M remaining) to FPC, a Kreisler-owned entity; ongoing payments create potential perceived conflicts, mitigated by Audit & Finance Committee oversight .
- Board independence: Combined CEO/Chairman structure (not Kreisler’s role) may raise governance concerns, offset by majority-independent committees; Kreisler serves as a non-independent director .
- Volatile financials: Large net loss reported for 2024 following 2023 profitability; pay-versus-performance disclosures reflect variability .
Equity Ownership & Director Guidelines
- Stock ownership guidelines: Not disclosed for executives or directors beyond historical grants; independent director cash/equity retainers detailed separately; no pledging disclosed for Kreisler .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay proposal included; Board recommends “FOR” approval; specific vote outcomes not disclosed in the proxy excerpts provided .
Expertise & Qualifications
- Education: Rutgers University (B.S. Engineering; MBA; J.D.) .
- Domain expertise: Renewable fuels, hazardous waste, IP development, and scaling regulated industrial processes; leadership across fuels and IP subsidiaries .
- Board qualifications: Technology commercialization and systems engineering background; serves as management director on the Board .
Work History & Career Trajectory
| Employer | Role | Tenure | Notes |
|---|---|---|---|
| Comstock Inc. | CTO; Director; CEO of Comstock Fuels & Comstock IP Holdings | 2021–Present | Joined Sept 2021; became CTO July 1, 2022; Board director since May 26, 2022 . |
| GreenShift (CleanTech Alpha) | Chairman & CEO | 2005–2021 | Built patented in-plant extraction technologies widely adopted in ethanol industry . |
| Veridium Corporation | Director & Officer | 1998–2004 | Led hazardous/industrial waste recycling facility design and construction . |
Compensation Committee Analysis
- Committee composition: Independent directors Leo Drozdoff (Chair), William Nance, Kristin Slanina; no interlocks or insider participation disclosed .
- Oversight scope: CEO and executive compensation, succession planning, plan administration; reviews CD&A; administers stock plans .
Investment Implications
- Alignment: Kreisler’s direct and indirect equity ownership (via Triple Point Asset Management) and prohibition on hedging support alignment; the absence of recent equity grants and cancellation of prior awards concentrates incentives in cash bonuses tied to strategic milestones .
- Retention and contract durability: A five-year initial term with auto-renewal and IP assignment provisions suggests sticky retention; lack of disclosed severance/change-of-control terms for Kreisler reduces parachute risk but also introduces uncertainty in event-driven scenarios .
- Trading signals and overhang: The sizable future-cash-flow obligation to FPC (Kreisler-owned) introduces potential scrutiny; payments depend on consolidated sales and cash generation, creating sensitivity to commercialization timelines and possibly influencing insider liquidity preferences. Governance oversight by independent committees helps mitigate, but investors should monitor additional related-party agreements, reimbursement flows, and progress against commercialization economics .
- Performance linkage: Discretionary bonus outcomes have tracked progress on strategic objectives (paid in 2023; none in 2024), and TSR improvements in 2023–2024 occurred alongside volatility in net income; watch for clearer KPI disclosure to strengthen pay-for-performance confidence .
