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 the adoption of measures to protect net operating loss (NOL) tax benefits and maintain the dual-class voting structure.

• 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 advisory votes on executive compensation and supports all proposals.

• 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 standing committees: Audit (oversees financial reporting, compliance, and risk) and Compensation (oversees executive pay and equity awards).

• No standing nominating committee; director nominations are handled by the Board.

• Non-employee directors receive an $80,000 annual retainer plus committee fees, with an option to receive up to 50% in stock.

• All directors attended at least 75% of meetings in 2024.