Henry Butler

About Henry A. Butler

Henry A. Butler (age 75) is Chairman of the Board of American Realty Investors, Inc. (ARL) and has served as a director since July 2003; he has been Chairman since May 2009. He is retired since April 30, 2019, following roles across ARL’s advisor affiliates (Pillar, Prime Income Asset Management, Basic Capital Management) and prior service as Vice President of ARL, Transcontinental Realty Investors (TCI), and Income Opportunity Realty Investors (IOR) through 2019 . The Board affirmed Butler’s independence in March 2025 under ARL’s Corporate Governance Guidelines .

Past Roles

External Roles

Board Governance

• Committee assignments: Butler is board Chairman and not listed on Audit, Compensation, or Governance & Nominating committees (others are assigned; Audit chaired by Ted R. Munselle; Governance & Nominating chaired by Robert A. Jakuszewski; Compensation chaired by Fernando Victor Lara Celis) .
• Independence: Board affirmed Butler and all directors are independent under ARL guidelines and NYSE standards (March 2025) .
• Attendance and engagement: In fiscal 2024, the Board met 5 times; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions . Audit Committee met 5 times; Governance & Nominating met 2 times; Compensation met 2 times .
• Presiding/Lead Independent Director: Ted R. Munselle serves as Presiding Director for executive sessions through the 2024 annual cycle .
• Control context: A related party (Realty Advisors, Inc./May Realty Holdings, Inc.) holds ~90.82% of ARL shares and indicated voting in favor of proposals, establishing decisive control over outcomes .

Committee Map (ARL, current)

Fixed Compensation

• Policy: Nonemployee directors receive an annual retainer of $20,000; Audit Chair receives an additional $500 annually; special services are compensated at $1,000/day plus expenses. Chairman of the Board is paid per meeting attended and does not receive an additional annual fee .
• FY2024 payouts: Total director fees paid by ARL in 2024 were $90,238; Butler received $9,738 in 2024 .

Performance Compensation

• No equity awards or performance-linked compensation for directors are disclosed; ARL indicates director compensation is fee-based with no stock or options indicated in the proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Real estate transactions and asset management expertise from long tenure with advisor affiliates (Pillar/Prime/BCM) and prior VP roles at ARL/TCI/IOR .
• Board leadership across ARL, TCI, and IOR since 2009–2011, indicating continuity in governance within the controlled group .
• No formal education credentials disclosed in the proxy; prior roles emphasize operational and brokerage experience .

Equity Ownership

• Butler beneficially owns 0 shares of ARL common stock; percent of class not reported (less than 1% implied by table formatting) .
• Shares outstanding at record date: 16,152,043 .

• Section 16 compliance: The company states all required director/officer ownership filings were made timely for FY2024 through record date .

Governance Assessment

• Committee assignments and chair roles: As Chairman of the Board, Butler does not sit on Audit, Compensation, or Governance & Nominating, centralizing leadership but limiting direct committee oversight exposure . This places substantive oversight (audit, pay, nominations) with other independent directors.
• Independence and historical affiliations: The Board affirmed Butler’s independence in 2025 , though his long pre-2019 employment and officer roles across ARL/TCI/IOR and advisory affiliates (Pillar/Prime/BCM) are a consideration for perceived independence continuity; his retirement in 2019 and non-officer status support the current independence determination .
• Attendance: At least 75% participation, with routine executive sessions of independent directors (4x in 2024), signaling baseline engagement .
• Compensation mix and alignment: Director pay is low, cash-only, and Butler is paid per meeting; no equity holdings (0 shares) and no disclosed stock ownership guidelines indicate limited direct “skin-in-the-game” alignment for Butler specifically .
• Control and related-party exposure: A related party controls ~90.82% of ARL , and ARL’s operations involve extensive advisory, property management, cash management, and financing arrangements with affiliates (Pillar, Regis, MRHI/RAI), including advisory fees, reimbursements, intercompany advances bearing SOFR, and significant related party receivables ($73.3mm at 12/31/2024) . Butler’s chair roles across ARL/TCI/IOR coincide with this consolidated structure .
• RED FLAGS
  • 0 share ownership by Butler (no disclosed equity awards, no options) reduces ownership alignment signal .
  • Heavy related-party transactions and advisory dependence (Pillar; MRHI/RAI control; cash management agreement; property management/brokerage fees) create inherent conflict-of-interest risk requiring strong independent director oversight .
  • Dominant controlling shareholder (~90.82%) limits minority investor influence on governance outcomes (including director elections and auditor ratification) .

Committee Operations (FY2024)

Director Compensation Policy Elements

Implications: Given zero personal share ownership and cash-only director pay, Butler’s alignment relies on fiduciary duty and oversight structures rather than equity incentives. The concentrated control and related-party footprint elevate diligence expectations for independent directors; Butler’s non-membership on key committees places that oversight burden on other independent directors .