Comstock Holding Companies (CHCI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, to vote on director elections, auditor ratification, executive compensation, a Section 382 Rights Agreement, and an amendment to the certificate of incorporation regarding Class B voting power.

• The Board recommends voting for all proposals, including annual advisory votes on executive compensation and measures to protect net operating loss (NOL) tax benefits.

• Shareholders of record as of April 14, 2025, are eligible to vote, with Class A shares having one vote and Class B shares having fifteen votes each.

Voting matters and shareholder proposals

• Proposals include electing two directors, ratifying Grant Thornton LLP as auditor, advisory votes on executive compensation and its frequency, approval of a Section 382 Rights Agreement, and an amendment to adjust Class B voting power if the Rights Agreement is triggered.

• The Board recommends annual (1-year) advisory votes on executive compensation.

• Only the auditor ratification is considered a routine matter for broker voting discretion.

Board of directors and corporate governance

• The Board consists of six members, with a majority being independent under Nasdaq and SEC standards.

• Two directors, Christopher Clemente and Thomas J. Holly, are nominated for re-election.

• The Board has Audit and Compensation Committees, each led by independent directors.

• No standing nominating committee exists; director nominations are reviewed by independent directors.

• Non-employee directors receive an $80,000 annual retainer, with additional fees for committee service; up to 50% can be taken in stock.