Walter A. Marting Jr.

About Walter A. Marting Jr.

Independent director at Comstock Inc. (LODE), age 78, serving since April 2018; chairs the Audit & Finance and Risk Management Committees, and sits on Nominating & Governance and Executive & Strategic Planning Committees . He has a Yale BA (1969) and Harvard MBA, with early career at Amax Inc. (mining), later CEO of Lucky Chance Mining Co., and merchant banker at JFP Holdings; also a U.S. Navy veteran (SEAL Team Two) . The Board classifies him as independent under NYSE American and Rule 10A‑3; directors recorded 100% aggregate attendance in 2024, and all attended the 2024 Annual Meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
Amax Inc.	Mining executive; head of worldwide strategic planning for new properties	1975–1984	Advanced to VP Finance & Administration for Amax Europe; consolidated metal trading (Mo, W, Cu, coal, iron ore) and oversaw treasury/finance in Paris
Amax Europe (Paris)	Vice President, Finance & Administration	Appointed 1982	Oversaw treasury/financial operations; consolidated trading across metals
Lucky Chance Mining Co.	Chairman & CEO	From 1984	Restarted production at the 16‑1 Mine in Allegheny, CA
JFP Holdings, Inc. (Beijing)	Merchant banker	Recent years (not dated)	Cross‑border M&A transactions

External Roles

Organization	Role	Tenure	Notes
CereCare, LLC d/b/a Brain Health Restoration	Founder & Managing Member	Since Mar 2017	Focused on rehabilitation for brain disease/TBI/substance use disorders
U.S. Navy	SEAL Team Two	Historical	Veteran status
Public company directorships	—	—	None disclosed for Marting

Board Governance

Committee assignments: Chair, Audit & Finance; Chair, Risk Management; Member, Nominating & Governance; Member, Executive & Strategic Planning .
Independence: Determined “independent” under NYSE American and Rule 10A‑3 .
Attendance and engagement: Directors attended 100% of Board and committee meetings they served in 2024; all directors attended the 2024 Annual Meeting .
Audit & Finance Committee composition: Marting (Chair), Nance (financial expert), Slanina; pre‑approval policy restricts non‑audit services and delegates limited authority to the Chair for pre‑approvals .
Risk oversight: Board centralizes risk oversight; Audit & Finance oversees information security/cyber processes; Marting as Audit Chair is singled out in committee disclosures .

Fixed Compensation

Component (2024)	Amount (USD)
Fees Earned or Paid in Cash	$180,000
Stock Awards	$47,700
Total	$227,700

Program structure: Independent directors are paid $160,000 annually in cash or stock, plus committee chair and meeting fees; each independent director receives an annual cash payment of $60,000; committee chairs receive an additional $20,000 cash annually .
Committee chair premiums in 2024: Marting’s total includes $20,000 chair fees .

Performance Compensation

Award Type	Grant Date	Shares	Vesting	Fair Value
2020 Director Stock Grant	Dec 30, 2020	13,500 per director	4,500 on Jan 1, 2022; 4,500 on Jan 1, 2023; 4,500 on Jan 1, 2024	$10.60 per share; $143,100 total per director recognized over 3 years

Equity plan status: No director grants/options outstanding during 2024 under 2020 or 2022 plans; the 2022 Plan authorized but none granted; 2020 director awards completed vesting by Jan 1, 2024 .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict
None disclosed (public companies)	—	No public company board interlocks disclosed for Marting

Expertise & Qualifications

Mining operations and finance leadership (Amax; Lucky Chance); treasury, trading, and strategic planning experience in metals markets .
Business education (Harvard MBA); leadership in healthcare services (CereCare) .
Audit committee leadership; familiarity with pre‑approval policies and auditor independence processes .
Veteran leadership background (Navy SEAL Team Two) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding
Walter A. Marting Jr.	22,500	0.1% (based on 26,903,872 shares outstanding)

Hedging/pledging policies: Company policy prohibits hedging, short sales, and techniques that offset decreases in market value by directors and officers .
Unvested/option holdings: No grants or options outstanding for directors in 2024; 2022 Plan unutilized; 2020 awards fully vested by Jan 1, 2024 .

Governance Assessment

Strengths:
- Independence affirmed; strong attendance; substantive committee leadership (Audit Chair) supports board effectiveness .
- Audit & Finance pre‑approval rigor and auditor independence oversight; presence of financial expert on committee (Nance) adds depth .
- Transparent director compensation with clear chair premiums and completed vesting schedule; limited equity use in 2024 mitigates dilution concerns .
Potential Risks / RED FLAGS:
- Dual‑hat CEO as Executive Chair and CEO could concentrate power; while not about Marting specifically, it elevates the importance of strong independent committee leadership (Marting’s Audit Chair role partly mitigates) .
- Related‑party transactions exist at the company level (SSOF/FPC, leasing, asset purchases), none specifically naming Marting; continued vigilance by Audit Committee is warranted to manage conflicts .
- “Risk Management Committee” is referenced in Marting’s bio but not detailed elsewhere, creating possible ambiguity about formal charter/responsibilities; clarify remit to strengthen oversight .
Signals for investor confidence:
- 100% attendance and independence; active Audit Chair role; formal clawback policy adopted in 2023 enhances pay governance .
- No hedging allowed; director equity grants from 2020 fully vested, and no new director equity grants in 2024, limiting ongoing dilution .

Related-Party Exposure (Director-Specific)

The proxy’s related‑party section enumerates transactions involving SSOF, FPC, Comstock Metals, facility leases, and CEO personal financing; none attribute any transaction to Marting by name .
Policy: Audit & Finance Committee manages a written related‑person transaction policy requiring arm’s‑length terms and independent approval .

Notes on Shareholder Feedback and Policies

Clawback policy: Adopted in 2023; applies to covered officers for erroneously awarded incentive‑based compensation upon a qualifying restatement .
Say‑on‑Pay: Annual advisory vote held; 2025 proxy proposes approval; specific historical approval percentages not disclosed in proxy .