Leo Drozdoff

About Leo M. Drozdoff

Leo M. Drozdoff, age 59, has served as an independent director of Comstock Inc. since February 2018 and is Chair of both the Compensation Committee and the Environmental and Sustainability Governance Committee. He is a former Director of the Nevada Department of Conservation and Natural Resources (2010–2016), prior lead Administrator of Nevada’s Division of Environmental Protection (2004–2010), and previously Bureau Chief roles over water control and mining regulation (1996–1998; 1998–2001). He holds a BS in Civil Engineering from Bucknell University and an MBA in Management from the University of Nevada, Reno .

Past Roles

Organization	Role	Tenure	Committees/Impact
Nevada Department of Conservation and Natural Resources	Director; Cabinet member reporting to two Governors; oversaw ~900 employees across mining, environmental protection, water resources, forestry, parks, lands, historic preservation	2010–2016	Led statewide environmental and natural resources oversight
Nevada Division of Environmental Protection	Lead Administrator	Oct 2004–Apr 2010	Oversight of key mining regulatory functions
Nevada Division of Environmental Protection	Bureau Chief (water control and mining regulation)	1996–1998; 1998–2001	Two critical Nevada mining regulatory bureaus
Nevada Public Employee Benefits Program Board	Chair	Not disclosed	Oversaw benefits for >30,000 public employees, retirees, families

External Roles

Organization	Role	Tenure
The Drozdoff Group (natural resource consulting)	Owner/operator	Since 2016
The Perkins Company (government affairs and registered lobbying firm)	Partner	Since 2018

Board Governance

Independence: Board determined Drozdoff and other non-executive directors are “independent” under NYSE American and Rule 10A‑3 standards .
Attendance: In 2024, directors attended 100% of board and committee meetings for which they served .
Committee leadership and membership:
- Compensation Committee: Chair (members: Leo Drozdoff, William Nance, Kristin Slanina; all independent) .
- Environmental & Sustainability Governance Committee: Chair (members: Leo Drozdoff, Kristin Slanina) .
- Executive & Strategic Planning Committee: Member (Chair: William Nance; members: Walter A. Marting Jr., Leo Drozdoff; all independent) .
Board structure: CEO also serves as Executive Chairman; Board believes combined roles appropriate; continues to re‑examine governance and leadership structure .

Committee	Role	Members	Independence
Compensation	Chair	Drozdoff; Nance; Slanina	All satisfy NYSE American and SEC independence requirements
Environmental & Sustainability Governance	Chair	Drozdoff; Slanina	Standing committee; governance of ESG policies
Executive & Strategic Planning	Member	Nance (Chair); Marting Jr.; Drozdoff	All independent directors

Fixed Compensation

Year	Fees Earned or Paid in Cash	Stock Awards	Chair Fees Included	Total
2024	$200,000	$47,700	$40,000	$247,700
2023	$225,000	$47,700	$45,000	$272,700

Director pay framework (2024–2025 proxy): Independent directors receive annual compensation, including a base element and chair/committee fees; Chairs receive an additional $20,000 annually. The company recognized $900,000 in director fee expenses in 2024 and $1,117,600 in 2023; accrued $1,000,000 (2024) and $500,000 (2023) for stock-settled director fees expected to be issued in 2025/2024 .

Performance Compensation

Grant Type	Grant Date	Shares Granted (per director)	Fair Value per Share	Vesting Schedule
Restricted Stock (2020 Plan)	Dec 30, 2020	13,500	$10.60	4,500 shares vest Jan 1, 2022; 4,500 Jan 1, 2023; 4,500 Jan 1, 2024

As of 2024 year-end, no new grants were outstanding for directors; 2020 director RSUs concluded vesting by Jan 1, 2024 .
Company-wide incentive governance: Clawback policy adopted in 2023 for erroneously awarded incentive-based compensation consistent with SEC/NYSE American rules (applies to covered officers) .

Other Directorships & Interlocks

Public company boards: No other public company directorships are disclosed for Drozdoff in the proxy biography .
Compensation Committee interlocks: None; no member was an officer/employee of the Company; no cross‑company interlocks involving LODE executives .

Expertise & Qualifications

Education: BS Civil Engineering (Bucknell University); MBA in Management (University of Nevada, Reno) .
Domain expertise: Extensive Nevada mining regulatory experience; environmental regulation; policy and governance; consulting and government affairs .
Board qualification: Independent director with regulatory and mining oversight expertise; ESG committee leadership .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Shares Outstanding Reference Date
Leo M. Drozdoff	60,000	0.2%	26,903,872 shares outstanding as of Mar 25, 2025

Insider trading activity: On Aug 14, 2024, Drozdoff purchased 200,000 shares at $0.15 (pre‑reverse split), bringing reported direct holdings to 600,000 pre‑split; post 1:10 reverse split effective Feb 25, 2025, this aligns with 60,000 shares beneficially owned as of Mar 25, 2025 .

Date (Trade)	Transaction Type	Shares	Price	Post‑Transaction Holdings
Aug 14, 2024	Open market purchase (P)	200,000	$0.15	600,000 (pre‑split)

Hedging policy: Company prohibits directors/officers/employees from hedging, short sales, and techniques that offset declines in the company’s equity .

Say‑on‑Pay & Shareholder Feedback

Proposal	For	Against	Abstain	Broker Non‑Votes
2025 AGM – Advisory vote on executive compensation	7,076,615	744,382	263,358	8,294,351

Governance Assessment

Strengths
- Independence, attendance, and active committee leadership: Drozdoff is independent, chairs two committees, and directors had 100% meeting attendance in 2024—supportive of board effectiveness .
- Compensation oversight: As Compensation Committee Chair, he oversees CEO goals/compensation, broader executive/director comp, succession planning, and stock plan administration; committee is fully independent with no interlocks .
- ESG governance leadership: Chairs ESG committee; aligns stakeholder interests across financial, natural, and social capital framework .
- Alignment signals: Documented insider open-market purchase activity (Aug 2024), and beneficial ownership consistent post reverse split—indicative of personal alignment .
Potential Risks / Red Flags
- Combined CEO/Chair structure: Board supports combined roles; while commonplace in smaller issuers, it reduces separation between management and oversight; mitigations not explicitly detailed beyond ongoing re‑evaluation .
- No formal director stock ownership guidelines disclosed; corporate guidelines “prefer” personal substantive investment but do not state binding thresholds .
- Related party transactions exist at company level (e.g., SSOF) overseen by Audit & Finance committee per policy; no Drozdoff‑specific related transactions are disclosed in the proxy .
- Equity awards cadence: No new director equity grants in 2024; equity components largely legacy (2020 plan) with vesting complete by 2024—reduces at‑risk, performance‑contingent alignment for directors; however, company clawback covers officers’ incentive pay .
Shareholder sentiment
- 2025 say‑on‑pay passed at the AGM, indicating support for executive pay architecture and oversight by the Compensation Committee chaired by Drozdoff .

Notes on Compensation Structure

Director compensation mechanics (2024–2025):
- Base elements and chair fees administered by Compensation Committee; Chairs receive an additional $20,000 annually .
- 2020 director equity awards: 13,500 per director granted Dec 2020 with three annual tranches; fair value $10.60 per share; concluded vesting by Jan 1, 2024 .
- Company recognized director fee expenses of $900,000 (2024) and $1,117,600 (2023); accrued stock‑settled director fees expected to be issued in subsequent year .

Compliance & Policies

Clawback policy (adopted 2023) for erroneously awarded incentive compensation (covered officers) per SEC/NYSE American rules .
No hedging or short selling permitted by directors/officers/employees .
Related person transaction policy managed by Audit & Finance Committee; transactions must be arm’s length or approved by disinterested board/comp committee .