Ted Munselle
About Ted R. Munselle
Independent director at American Realty Investors, Inc. (ARL); age 69; director since February 2004. Vice President and Chief Financial Officer of Landmark Nurseries, Inc. since October 1998; Certified Public Accountant since 1980 with prior audit leadership roles; designated Audit Committee financial expert by the ARL Board. Also serves on boards within the ARL/TCI/IOR consolidated group and at Spindletop Oil & Gas Company (OTC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark Nurseries, Inc. | Vice President & Chief Financial Officer | Since Oct 1998 | Financial oversight; long-tenured operating finance leadership |
| Applied Educational Opportunities, LLC | President | Dec 2004–Aug 2007 | Led educational operations |
| Dallas-based CPA firms | Audit Partner | 1986–1998 | Public company audit experience |
| Grant Thornton LLP | Audit Manager | 1983–1986 | Assurance leadership |
| Laventhal & Horwath | Audit Staff to Audit Supervisor | 1977–1983 | Foundational audit experience |
External Roles
| Organization | Exchange | Role | Tenure | Committees |
|---|---|---|---|---|
| American Realty Investors, Inc. (ARL) | NYSE (ARL) | Director; Audit Committee Chair; member of Compensation; Governance & Nominating | Director since Feb 2004 | Audit Chair; Compensation; Governance |
| Transcontinental Realty Investors, Inc. (TCI) | NYSE (TCI) | Director; Audit Committee Chair; member of Compensation; Governance & Nominating | Director since Feb 2004 | Audit Chair; Compensation; Governance |
| Income Opportunity Realty Investors, Inc. (IOR) | NYSE American | Director; Audit Committee Chair; member of Compensation; Governance & Nominating | Director since May 2009 | Audit Chair; Compensation; Governance |
| Spindletop Oil & Gas Company | OTC | Director | Since Feb 17, 2012 | Board/Audit Committee member (four total entities) |
Board Governance
- Committees: Audit (Chair), Compensation, Governance & Nominating .
- Independence: Board affirmatively determined Munselle is independent under ARL Corporate Governance Guidelines and NYSE standards; Audit Committee members are independent .
- Audit Committee financial expert: Board determined he is qualified as an “audit committee financial expert” .
- Attendance: Board met five times in fiscal 2024; each director attended at least 75% of Board and committee meetings; independent directors held four executive sessions .
- Committee activity: Audit Committee met five times in 2024; Governance & Nominating met two times in 2024 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual retainer (cash) | $20,000 | Current policy | For nonemployee directors; plus expenses |
| Audit Committee Chair annual fee (cash) | $500 | Current policy | Additional chair fee |
| Special services day rate | $1,000/day | Current policy | For services outside ordinary director duties |
| Total fees paid to Munselle | $20,500 | FY 2024 | Part of $90,238 total nonemployee directors’ fees |
Performance Compensation
| Instrument / Metric | Disclosure | Vesting / Terms |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors; compensation described as cash retainers and fees | N/A |
| Stock options | None disclosed for directors | N/A |
| Performance metrics (TSR/EBITDA/ESG) | None disclosed for director pay | N/A |
| Meeting fees (general) | Not used; Chair paid per meeting; others retainer-based | Chairman receives fee per meeting attended |
Other Directorships & Interlocks
- ARL, TCI, and IOR are part of a consolidated group; Munselle serves in similar Audit Chair roles across all three entities. The Board and Audit Committee expressly reviewed these multi-entity roles and concluded they do not create an additional burden, may confer benefits due to consolidation, and no conflicts were identified; periodic reviews are conducted .
- Additional OTC board seat at Spindletop Oil & Gas Company expands industry exposure beyond real estate .
Expertise & Qualifications
- CPA (since 1980); extensive public company audit experience; qualifies as Audit Committee financial expert .
- CFO track record in private operating company since 1998 .
- Multi-entity audit leadership within consolidated real estate group (ARL/TCI/IOR) and exposure to energy (Spindletop) .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Class | Date/Reference |
|---|---|---|---|
| Ted R. Munselle | -0- | — (less than 1%) | As of Nov 3, 2025 |
| Shares outstanding | 16,152,043 | — | As of Nov 3, 2025 |
| Controlling holder (RAI/MRHI via RAI) | 14,669,820 | 90.82% | As of Nov 3, 2025 |
Notes: Beneficial ownership for certain officers is attributed under Rule 13d-3 to RAI; those officers disclaim ownership. Munselle personally reports no ARL share ownership .
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; consistent committee leadership across ARL/TCI/IOR; documented Audit Committee meeting cadence; independent director executive sessions; stable attendance threshold met .
- Alignment concerns: Personal ownership at ARL reported as zero shares; director pay appears entirely cash without equity linkage, limiting direct pay-for-performance alignment for nonemployee directors .
- Interlocks/time commitments: Simultaneous Audit Chair roles across consolidated entities and one OTC issuer increase workload; however, ARL’s Board and Audit Committees concluded consolidation familiarity benefits oversight and does not impose undue burden; ongoing conflict reviews are disclosed .
- Control environment: A controlling shareholder (RAI/MRHI) holds ~90.82% of ARL; while not specific to Munselle, such concentration can influence governance dynamics and minority investor confidence; committee independence and executive sessions partially mitigate .
RED FLAGS
- Zero personal ARL share ownership reported for Munselle (skin-in-the-game concern) .
- Multi-entity audit chair interlocks within a controlled group can be perceived as potential conflict or overboarding risk despite Board’s affirmations of benefit and independence .