Louis Corna
Executive Vice President, General Counsel, Tax Counsel and Secretary at AMERICAN REALTY INVESTORS
Executive
About Louis Corna
Louis J. Corna, age 78, serves as Executive Vice President, General Counsel/Tax Counsel and Secretary of American Realty Investors, Inc. (ARL), Transcontinental Realty Investors, Inc. (TCI) and Income Opportunity Realty Investors, Inc. (IOR), roles he has held since January 31, 2004; he is also Executive Vice President–Tax and Secretary of Pillar, ARL’s contractual advisor, and is a Certified Public Accountant . Corna’s tenure spans more than two decades at ARL and affiliates, with legal, tax, and corporate secretary responsibilities central to governance and advisory operations . ARL discloses that it has no employees and does not pay executive compensation; executives including Corna are compensated by Pillar and Pillar does not allocate cash compensation among advised entities, limiting direct pay-for-performance linkage at ARL .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ARL/TCI/IOR | Executive Vice President, General Counsel/Tax Counsel and Secretary | 2004–present | Led legal and tax functions and corporate secretary duties across ARL/TCI/IOR; governance and advisory oversight |
| ARL | Executive Vice President–Tax and Chief Financial Officer | Jun 2001–Oct 2001 | Transitional senior finance leadership; tax oversight |
| ARL | Senior Vice President–Tax | Apr 2001–Jun 2001 | Senior tax management |
| Prime Income Asset Management, Inc. (PIAMI) | EVP–Tax, General Counsel/Tax Counsel and Secretary | Feb 2004–Jun 2011 | Legal/tax leadership at ARL’s former advisor |
| Pillar (Advisor to ARL/TCI/IOR) | Executive Vice President–General Counsel/Tax; Secretary | EVP–Tax since Mar 31, 2011; Secretary since Dec 17, 2010 | Advisory leadership; legal, tax, corporate secretary functions for advisor |
| Private Practice | Attorney | Jan 2000–Dec 2000 | Legal advisory experience |
| IMC Global, Inc. | Vice President–Taxes; Assistant Treasurer | Mar 1998–Jan 2000 | Corporate tax leadership at a large industrial company |
| Whitman Corporation | Vice President–Taxes | Jul 1991–Feb 1998 | Enterprise tax leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Equity Properties, Inc. | Director and Vice President; Secretary | Director/VP Jun 2004–Dec 2010; Secretary Jan 2005–Dec 2010 | Governance and officer responsibilities at affiliated public company |
| Pillar | Executive Vice President; Secretary | EVP since Mar 2011; Secretary since Dec 2010 | Key officer of ARL’s contractual advisor overseeing day-to-day operations |
Fixed Compensation
- ARL has no employees, payroll or benefit plans and pays no compensation to its executive officers; executives (including Corna) are compensated by Pillar, ARL’s advisor, and Pillar determines amounts and does not allocate cash compensation across advised entities .
- ARL reports that none of its executive officers hold any options granted by ARL; only independent directors are compensated directly by ARL .
Performance Compensation
- ARL does not operate executive incentive programs; performance metrics, target bonus percentages, RSUs/PSUs, or option awards for executives are not disclosed because ARL pays no executive compensation and executives are paid by Pillar (which does not provide award-level disclosure in ARL’s proxy) .
Equity Ownership & Alignment
- ARL’s capital is majority-controlled via affiliates; beneficial ownership attribution to executives arises through positions at Realty Advisors, Inc. (RAI) and other affiliated entities, with executives disclaiming beneficial ownership of such shares .
| Metric | 2018 | 2020 | 2023 | 2025 |
|---|---|---|---|---|
| Beneficial Ownership (shares) | 13,929,271 | 14,639,824 | 14,669,820 | 14,669,820 |
| Approximate Percent of Class | 87.07% | 91.51% | 90.82% | 90.82% |
| Shares Outstanding Basis | 15,997,076 at Nov 7, 2018 | 15,997,076 at Nov 4, 2020 | 16,152,043 at Nov 7, 2023 | 16,152,043 at Nov 8, 2024 |
| Notes | Includes RAI/RALLC/RSH holdings; executives disclaim beneficial ownership | Includes RAI/Arcadian/RALLC/RSH; executives disclaim | RAI holdings; executives disclaim | RAI holdings; executives disclaim |
Additional alignment indicators:
- No ARL options outstanding for executive officers; thus no exercisable/unexercisable option overhang at the ARL level .
- No pledging or hedging disclosures identified for Corna in reviewed proxies and 10-Ks (DEF 14A 2025, 2024, 2023; 10-K 2023, 2022); ARL’s materials do not state any executive pledging policies or instances .
Employment Terms
- ARL does not disclose individual employment agreements, severance or change-of-control provisions for executive officers because they are employees of Pillar, which operates under a contractual advisory agreement with ARL; day-to-day operations are performed by Pillar under Board supervision .
- Pillar may assign the Advisory Agreement with prior consent; Pillar’s principal executive officers include Corna (Executive Vice President and Secretary), underscoring his advisor-side role rather than ARL employee status .
Compensation Committee Analysis
- The Compensation Committee comprises independent directors and meets oversight obligations; however, since ARL pays no executive compensation, its remit focuses on director pay, the advisory contract, and total fee reasonableness rather than executive incentive design .
- Committee independence and charter provisions align with NYSE and SOX standards; the committee met two times during 2024 .
Investment Implications
- Pay-for-performance transparency at ARL is structurally limited: executives are compensated at Pillar with amounts determined solely by Pillar, not ARL, and with no allocation or disclosure in ARL’s proxy; this reduces direct alignment between ARL performance metrics and executive compensation observable to ARL shareholders .
- Insider selling pressure looks structurally low at the ARL level due to no ARL options outstanding for executive officers, though beneficial ownership concentration through affiliates (RAI and related entities) implies very low float and governance influence concentrated among affiliates; executives disclaim personal beneficial ownership of these shares .
- Retention risk appears moderate-to-low given Corna’s 20+ year tenure and advisor-side responsibilities, but age (78) raises succession planning considerations; the Compensation Committee monitors succession plans for key executives .
- No disclosures of pledging, severance, or change-of-control economics at the ARL level for Corna were identified, limiting visibility into termination scenarios and potential acceleration risks .