Robert Jakuszewski
About Robert A. Jakuszewski
Independent director of American Realty Investors, Inc. (ARL); age 63, with board tenure at ARL since November 22, 2005 and prior service at Income Opportunity Realty Investors (IOR) since March 16, 2004 and Transcontinental Realty Investors (TCI) since November 22, 2005 . Background spans business development and sales roles in healthcare and communications; currently Business Development Manager at Ivy Rehab in the Chicago metro area (since June 2025) with prior roles at Artesa Labs, VAYA Pharma, Vein Clinics of America, New Horizons Communications, Continental Funding, Sigvaris, Mead Johnson, and Muro Pharmaceutical . The Board affirmatively determined he is independent under ARL’s Corporate Governance Guidelines and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivy Rehab for Rehabilitation Clinics | Business Development Manager | Jun 2025–present | Not disclosed |
| Artesa Labs | Territory Manager | Apr 2015–May 2025 | Not disclosed |
| VAYA Pharma, Inc. | Medical Specialist | Jan 2014–Apr 2015 | Not disclosed |
| Vein Clinics of America | Senior Medical Liaison | Jan 2013–Jul 2013 | Not disclosed |
| New Horizons Communications, Inc. | VP Sales & Marketing | Sep 1998–Dec 2012 | Not disclosed |
| New Horizons Communications, Inc. | Consultant | Jan 1998–Sep 1998 | Not disclosed |
| Continental Funding | Regional Sales Manager | 1996–1998 | Not disclosed |
| Sigvaris, Inc. | Territory Manager | 1992–1996 | Not disclosed |
| Mead Johnson Nutritional Division | Senior Sales Representative | 1988–1992 | Not disclosed |
| Muro Pharmaceutical, Inc. | Sales Representative | 1986–1987 | Not disclosed |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Income Opportunity Realty Investors, Inc. (IOR) | Director | Since Mar 16, 2004 | Part of affiliated group with ARL/TCI |
| Transcontinental Realty Investors, Inc. (TCI) | Director | Since Nov 22, 2005 | ARL owns >78% of TCI; TCI owns >84% of IOR |
Board Governance
- Committee memberships: Audit (member), Compensation (member), Governance & Nominating (Chair) .
- Independence: Board determined he is independent under ARL guidelines and NYSE rules .
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions in 2024 .
- Presiding/lead independent director: Ted R. Munselle serves as Presiding Director (designated December 2024) .
- Committee activity levels in 2024: Audit (5 meetings), Governance & Nominating (2 meetings), Compensation (2 meetings) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Member | 2 |
| Governance & Nominating | Chair | 2 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (nonemployee director) | $20,000 (2024) | Current retainer; prior to Jan 4, 2010, retainer was $45,000 |
| Committee chair fee (Audit only) | $500 (Audit Chair) | Applies to Audit Chair; Jakuszewski chairs Governance, not Audit |
| Special services fee | $1,000/day (as needed) | For independent directors performing special services outside ordinary duties |
| 2024 total director fees paid to Jakuszewski | $20,000 | No additional fees disclosed |
Performance Compensation
- ARL’s proxy details only cash retainers and minor fees; no equity or performance-based compensation for directors is disclosed .
| Performance-linked element | Structure | 2024 Outcome |
|---|---|---|
| Equity grants (RSUs/PSUs/options) | Not disclosed in director compensation | Not disclosed |
| Performance metrics tied to pay | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/affiliation detail |
|---|---|---|
| ARL, TCI, IOR | Common board service | ARL owns >78% of TCI; TCI owns >84% of IOR, indicating tight group interlocks |
| Pillar Income Asset Management (Advisor) | Contractual Advisor | Pillar advises ARL/TCI/IOR; executives of ARL also officers of Pillar; potential conflict management via independent director approvals |
Expertise & Qualifications
- Long-standing board experience across ARL/TCI/IOR with chair role in Governance & Nominating, indicating focus on corporate governance, nomination processes, and independence reviews .
- Professional background in healthcare and communications sales/business development; not designated as the Audit Committee financial expert (that designation is held by Ted R. Munselle) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert A. Jakuszewski | 0 | — (less than 1%) | No reported options or equity awards |
| Majority related holder (MRHI/RAI) | 14,669,820 | 90.82% | Controls vote outcomes |
Additional ownership/Section 16(a):
- The Company states all directors and 10% holders satisfied Section 16(a) reporting requirements for 2024 through the record date .
Governance Assessment
-
Positive signals:
- Independence affirmed; chairs Governance & Nominating, which oversees independence reviews and board evaluations—role central to board effectiveness .
- Board and committees met regularly; director attendance ≥75%; independent directors held executive sessions (four in 2024), supporting independent oversight .
- Existence of formal charters and governance documentation (Audit, Compensation, Governance & Nominating; Codes of Ethics; Insider Trading Policy) .
-
Risk indicators and red flags:
- Extremely high insider/control ownership (MRHI/RAI at ~90.82%), materially limiting minority investor influence on director elections and governance outcomes .
- Extensive related-party ecosystem: Advisor (Pillar), cash management arrangements, property management/brokerage by affiliates (Regis), advances/loans to related parties ($73.3 million receivables at year-end 2024), and tax sharing—elevated conflict-of-interest exposure requiring robust independent oversight .
- Director pay structure is cash-only with low alignment (no disclosed equity ownership or equity grants; Jakuszewski holds 0 shares), reducing “skin-in-the-game” alignment for independent directors .
- Audit Committee financial expert role resides with Munselle; while Jakuszewski serves on Audit, he is not designated as financial expert, which concentrates financial oversight expertise in one director across multiple affiliated entities .
-
Process controls mitigating conflicts:
- Articles and policies require independent director approval of related-party transactions as fair to ARL, and governance guidelines emphasize independence review; these frameworks are critical given the affiliated structure .
Overall: Jakuszewski’s governance chair role and independence status are positives, but the combination of dominant related-party control, affiliate transactions, and zero director ownership elevates alignment and conflict risk, making committee rigor and independent director processes central to investor confidence .