Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-10

Comstock Holding Companies, Inc. (CHCI)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$2,263,800
Christopher Clemente total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
99.89%
Say-on-pay support, latest vote
Companies that benchmark against CHCI
1 company names CHCI as a compensation peer

Each company listed discloses CHCI in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CHCI in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Christopher Clemente$600,000$1,650,000$0$0$0$0$13,800$2,263,800
Chairman & CEO
Timothy Steffan400,00090,0001,644,33900013,8002,148,139
COO
Christopher Guthrie400,00090,000751,00000013,8001,254,800
CFO & EVP

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Christopher Clemente$2,263,800$1,563,800$1,363,200+700,000
Timothy Steffan2,148,1391,035,887970,117+1,112,252
Christopher Guthrie1,254,800909,611842,305+345,189

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Timothy SteffanChief Operating Officer2026-05-21A20,000$3$66,000CommonForm 4 ↗
Timothy SteffanChief Operating Officer2026-05-21D13,02614185,346Common, open-market saleForm 4 ↗
Timothy SteffanChief Operating Officer2026-05-21D20,00000Derivative, Class A CommonForm 4 ↗
Thomas J. HollyDirector2026-06-17A76600CommonForm 4 ↗
David P. PaulDirector2026-06-17A78300CommonForm 4 ↗
Robert P. DemchakGen. Counsel & Corp Secretary2026-07-09A1,96900CommonForm 4 ↗
Robert P. DemchakGen. Counsel & Corp Secretary2026-07-09D7941612,482CommonForm 4 ↗
Dividend-equivalent accruals2026-07-091,9691 insider, 1 accrual row

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

View all 8 transactions
InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Timothy SteffanChief Operating Officer2026-05-21A20,000$3$66,000CommonForm 4 ↗
Timothy SteffanChief Operating Officer2026-05-21D13,02614185,346Common, open-market saleForm 4 ↗
Timothy SteffanChief Operating Officer2026-05-21D20,00000Derivative, Class A CommonForm 4 ↗
Thomas J. HollyDirector2026-06-17A76600CommonForm 4 ↗
David P. PaulDirector2026-06-17A78300CommonForm 4 ↗
Robert P. DemchakGen. Counsel & Corp Secretary2026-07-09A1,96900CommonForm 4 ↗
Robert P. DemchakGen. Counsel & Corp Secretary2026-07-09D7941612,482CommonForm 4 ↗
Robert P. DemchakGen. Counsel & Corp Secretary2026-07-09D1,96900Derivative, Class A CommonForm 4 ↗
03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Christopher GuthriePSU2025-01-155,689
Christopher GuthrieRSU2025-01-155,68945,000
Timothy SteffanPSU2025-01-155,689
Timothy SteffanRSU2025-01-155,68945,000
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Christopher Guthrie$45,000$0$00.0%
Timothy Steffan45,000000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Christopher GuthrieRSU8,926$103,720
Christopher GuthrieRSU5,59064,956
Timothy SteffanRSU16,741194,530
Timothy SteffanRSU5,68966,106
Timothy SteffanRSU5,59064,956
Timothy SteffanRSU1,25414,571
Timothy SteffanRSU8,926103,720
Christopher GuthrieRSU6,69477,784
Timothy SteffanRSU6,69477,784
Christopher GuthrieRSU5,68966,106
Christopher GuthrieRSU2,79432,466
Timothy SteffanRSU2,79432,466
Christopher GuthrieRSU1,25414,571
Christopher GuthrieRSU16,741194,530
05

Incentive-plan design — the Compensation Discussion & Analysis

Our executive compensation program is comprised principally of salary and, from time to time, equity and cash bonus, designed to: 1) align the compensation of our executives with stockholder value and financial performance, 2) achieve a balanced package that attracts and retains highly qualified senior officers, and 3) appropriately reflect each such officer s individual performance and contributions.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultant
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-1710,432,88411,14236,37799.89%Passed
20252025-06-1110,442,02511,4352,63699.87%Passed
20242024-06-1210,044,24492,1823,65599.09%Passed
20232023-06-1410,032,996237,2545,03797.69%Passed
20222022-06-158,769,424216,3672,77297.56%Passed
20212021-06-165,920,830154,40820,35897.13%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1799.89%a
20252025-06-1199.87%b
20242024-06-1299.09%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes have no effect on the outcome of this proposal.”.

b. Approved under the standard stated in the filing — “An abstention will have the effect as a vote "against" this proposal.”.

c. Approved under the standard stated in the filing — “Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for these proposals.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
James A. MacCutcheonIndependent · Audit Committee (Chair) · Compensation Committee$98,000$0$0$0$0$98,000
David M. GuernseyIndependent · Compensation Committee (Chair)88,000000088,000
Thomas J. HollyIndependent · Audit Committee · Nominating & Corporate Governance Committee88,000000088,000
Robert P. PincusIndependent · Audit Committee · Nominating & Corporate Governance Committee · Not standing for re-election88,000000088,000
David P. PaulIndependent · Compensation Committee · Nominating & Corporate Governance Committee (Chair)88,000000088,000
Christopher ClementeEmployee director · Board Chair00000
09

Board fee structure and ownership guideline

Annual cash retainer$80,000
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)4,000 / 4,000
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$450,000
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$450,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Comstock Holding Companies, Inc.2025Christopher Clemente$600,000$0$0$0$2,263,800

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at Comstock Holding Companies, Inc. in fiscal 2025?
As disclosed, the highest-paid executive at Comstock Holding Companies, Inc. in fiscal 2025 was Christopher Clemente, Chairman & CEO, with total compensation of $2,263,800.
How does Comstock Holding Companies, Inc.'s chief executive pay compare to its disclosed peer group?
The filing shows that the CEO pay percentile of disclosed peers is not disclosed in this extract.
What is Comstock Holding Companies, Inc.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio is not disclosed in this extract.
How did shareholders vote on Comstock Holding Companies, Inc.'s executive compensation?
As disclosed, 99.89% of shareholders voted in favor of the executive compensation plan.
How much does Comstock Holding Companies, Inc. spend in total on board compensation for fiscal 2025?
The filing shows that total board compensation for fiscal 2025 was $450,000.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Christopher ClementeDEF 14A2026-04-300001628280-26-029004Section “Summary Compensation Table”. As printed: 2,263,800. Filing ↗machine: span 215809–215818
2Section 01, Timothy SteffanDEF 14A2026-04-300001628280-26-029004Section “Summary Compensation Table”. As printed: 2,148,139. Filing ↗machine: r6 · c39 · span 228338–228347
3Section 01, Christopher GuthrieDEF 14A2026-04-300001628280-26-029004Section “Summary Compensation Table”. As printed: 1,254,800. Filing ↗machine: r4 · c39 · span 222119–222128
4Section 03, Christopher Guthrie PSUDEF 14A2026-04-300001628280-26-029004Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t18 · r9 · c23 · span 284295–284300
5Section 03, Christopher Guthrie RSUDEF 14A2026-04-300001628280-26-029004Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t18 · r9 · c23 · span 284295–284300
6Section 03, Timothy Steffan PSUDEF 14A2026-04-300001628280-26-029004Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t18 · r18 · c23 · span 321524–321529
7Section 03, Timothy Steffan RSUDEF 14A2026-04-300001628280-26-029004Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t18 · r18 · c23 · span 321524–321529
8Section 07, pay ratio10-K2026-03-170001628280-26-018409Section “CEO Pay Ratio”. As printed: —. Filing ↗
9Section 08, James A. MacCutcheonDEF 14A2026-04-300001628280-26-029004Section “Director Compensation”. As printed: 98,000. Filing ↗machine: t13 · r4 · c3 · span 136771–136777
10Section 08, David M. GuernseyDEF 14A2026-04-300001628280-26-029004Section “Director Compensation”. As printed: 88,000. Filing ↗machine: t13 · r2 · c4 · span 130849–130855
11Section 08, Thomas J. HollyDEF 14A2026-04-300001628280-26-029004Section “Director Compensation”. As printed: 88,000. Filing ↗
12Section 08, Robert P. PincusDEF 14A2026-04-300001628280-26-029004Section “Director Compensation”. As printed: 88,000. Filing ↗
13Section 08, David P. PaulDEF 14A2026-04-300001628280-26-029004Section “Director Compensation”. As printed: 88,000. Filing ↗
14Section 08, Christopher ClementeDEF 14A2026-04-300001628280-26-029004Section “Director Compensation”. As printed: 0. Filing ↗
15Section 02, Timothy Steffan 2026-05-21Form 42026-05-210001778330-26-000005Insider equity transaction reported since the proxy statement. Filing ↗
16Section 02, Timothy Steffan 2026-05-21Form 42026-05-210001778330-26-000005Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Timothy Steffan 2026-05-21Form 42026-05-210001778330-26-000005Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Thomas J. Holly 2026-06-17Form 42026-06-180001964540-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, David P. Paul 2026-06-17Form 42026-06-180001708643-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Robert P. Demchak 2026-07-09Form 42026-07-100001606891-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Robert P. Demchak 2026-07-09Form 42026-07-100001606891-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Robert P. Demchak 2026-07-09Form 42026-07-100001606891-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
23Section 06, 2026 voteForm 8-K2026-06-180001628280-26-044418Item 5.07 · say-on-pay result. As reported: 99.89% (votes for as printed: 10,432,884). Filing ↗
24Section 06, 2025 voteForm 8-K2025-06-170001299969-25-000035Item 5.07 · say-on-pay result. As reported: 99.87% (votes for as printed: 10,442,025). Filing ↗
25Section 06, 2024 voteForm 8-K2024-06-140001299969-24-000020Item 5.07 · say-on-pay result. As reported: 99.09% (votes for as printed: 10,044,244). Filing ↗
26Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
27Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
28Section 09b board cost (computed)ComputedcomputedCash 450,000 + equity 0 + all other 0 = 450,000, summed across the director compensation table rows.machine: formula: Σ = 450,000
29Comstock Holding Companies, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-300001628280-26-029004CEO total compensation as printed in Comstock Holding Companies, Inc.'s own proxy. As printed: 2,263,800. Filing ↗machine: span 215809–215818