William McCarthy
ComstockAbout William McCarthy
William J. McCarthy, age 45, has served as Chief Operating Officer of Comstock Inc. since July 23, 2021, leading operations and strategic initiatives; he holds a BA in Economics from Tufts University . Prior roles span risk management at Strategic Value Partners (2005–2016), distressed PE at Resurgence Asset Management (2003–2005), and analyst work at Principal Financial Group; he founded Mana Corporation (later sold to Comstock) and Normandy Road Partners . Company performance during his tenure showed strong TSR and volatile earnings: TSR rose 85.8% in 2023 and 41.3% in 2024, with net income of $10.5M in 2023 and a net loss of $(53.4)M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Value Partners | Director of Risk Management; roles of increasing responsibility (US/EU) | 2005–2016 | Led risk analysis/hedging for >200 portfolio companies across energy, transportation, manufacturing, industrials |
| Resurgence Asset Management | Associate | 2003–2005 | Distressed situations private equity; special situations investing |
| Principal Financial Group | Analyst | Early career | Foundational analytical experience in financial markets |
| Mana Corporation | Co‑founder & CEO (until sale to Comstock) | Pre‑2021 | Built and exited to Comstock, aligning operating capabilities with Comstock’s strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Normandy Road Partners | Founder & Principal Consultant | 2017–present | Boutique advisory helping CEOs drive sustainable growth in emerging companies |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $390,566 | $495,000 | $495,000 |
| Target Bonus (% of Salary) | Up to 100% (discretionary based on strategic plan objectives) | Up to 100% (discretionary) | Up to 100% (discretionary) |
| Actual Cash Bonus ($) | $150,000 | $325,000 | $0 (no bonuses paid in 2024) |
| All Other Compensation ($) | $0 | $6,600 | $6,900 |
| Total ($) | $540,566 | $826,600 | $501,900 |
Notes:
- Company philosophy: market-based salaries with performance-only incentives tied to Board-approved strategic plan progress; bonuses are discretionary up to 100% of salary .
- Special cash award: Compensation Committee authorized a separate $150,000 award for McCarthy on January 20, 2022 (company-wide authorization of special awards documented; McCarthy’s award noted in NEO footnotes) .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Progress vs Board-approved strategic plan objectives | Discretionary, up to 100% of salary | Not numerically disclosed | 2022: $150,000; 2023: $325,000; 2024: $0 (no bonuses) | Annual assessment by Compensation Committee |
Additional policies:
- Clawback: Adopted Oct 2, 2023 for incentive compensation; recovery on qualifying restatements within the 3-year lookback .
- No hedging/short selling: Officers prohibited from hedging or short sales; trading restrictions on MNPI .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 1,500,000 | 1,527,000 | 154,200 |
| Ownership % of Outstanding | 1.5% | 1.2% | 0.6% |
| Shares Outstanding (context) | 103,035,152 | 122,615,150 | 26,903,872 |
| Vested vs Unvested Breakdown | Not disclosed; exec equity awards under 2020 plan forfeited/canceled in 2024 | No outstanding awards under 2022 plan; none issued as of 12/31/2023 | No outstanding awards under 2022 plan; none issued as of 12/31/2024 |
| Options (Exercisable/Unexercisable) | None disclosed for McCarthy | None | None |
| Pledging/Hedging | Company prohibits hedging/short selling; pledging not disclosed for McCarthy |
Implications:
- Equity-based incentives currently minimal/none outstanding after the 2020 plan cancellation on Jan 4, 2024, reducing near-term vesting-related selling pressure .
- Ownership decreased in reported share count between 2024 and 2025 alongside lower shares outstanding, reflecting capital actions; percentage ownership remained meaningful in context .
Employment Terms
- Agreement type: Letter agreement (binding on essential business/economic terms) with initial 5-year term and automatic 1-year renewals unless terminated .
- Base salary evolution: Initially $250,000; increased by Board to $495,000 effective July 1, 2022 .
- Restrictive covenants: Protects confidential information and competitive interests; automatic assignment of IP developed during term to the Company .
- Severance/change-of-control: Specific multiples/triggers for McCarthy are not disclosed in the proxy; (CEO terms are disclosed separately) .
- Stock ownership guidelines: Not disclosed.
- Trading policy: No hedging or short selling by officers/directors .
- Clawback: Incentive-based compensation subject to recovery on qualifying restatements (effective Oct 2, 2023) .
Company Performance Context (Pay vs Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $21 | $190 | $140 |
| Net Income (Loss) ($) | (46,738,259) | 10,526,252 | (53,402,898) |
Narrative highlights:
- Proxy notes TSR increased 85.8% in 2023 (closing price $5.48 vs $2.95 start) and 41.3% in 2024 ($8.00 vs $5.66 start) .
Investment Implications
- Pay-for-performance alignment: McCarthy’s bonuses are fully discretionary and tied to strategic plan execution; 2024 saw zero bonuses amid a reported net loss, indicating restraint and alignment with outcomes .
- Retention risk: Competitive base ($495k) and auto-renewing 5+1-year structure with restrictive covenants/IP assignment support retention; absence of disclosed severance/change-of-control for McCarthy reduces guaranteed payout risk but also limits certainty for the executive .
- Insider selling pressure: With 2020 plan awards canceled and no 2022 plan grants outstanding, vesting-related overhang is low; existing share ownership provides skin in the game without disclosed pledging/hedging .
- Governance safeguards: Clawback and trading policy reduce adverse incentive risks; Compensation Committee oversight and discretionary framework focus on strategic milestones rather than lax targets .
