William Hogan
About William J. Hogan
William J. Hogan (age 68) is an independent director of American Realty Investors, Inc. (ARL) and Transcontinental Realty Investors, Inc. (TCI) since February 1, 2020. He is retired (since December 31, 2020) and previously served as a Registered Representative and Investment Advisor Representative with FINRA Series 7, 63, and 65 licenses; he worked at Cetera Advisor Networks (January 2013–December 2020) and Financial Network Investment Corp. (November 2009–December 2012) . The Board affirmed his independence in March 2025 (and March 2024) under ARL’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cetera Advisor Networks LLC | Registered Representative, Investment Advisor Representative | Jan 2013 – Dec 2020 | FINRA-licensed (Series 7/63/65); investment advisory experience |
| Financial Network Investment Corp. | Registered Representative | Nov 2009 – Dec 2012 | Broker-dealer experience |
| American Realty Investors, Inc. (ARL) | Director | Feb 1, 2020 – present | Independent; Audit, Compensation, Governance & Nominating member |
| Transcontinental Realty Investors, Inc. (TCI) | Director | Feb 1, 2020 – present | Director role (committee roles at TCI not disclosed) |
External Roles
| Company | Exchange | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| Transcontinental Realty Investors, Inc. (TCI) | NYSE | Director | Feb 1, 2020 – present | Not disclosed in ARL proxy |
Board Governance
- Committees: Hogan serves on Audit, Compensation, and Governance & Nominating; he is not a chair (Audit Chair: Ted R. Munselle; Compensation Chair: Fernando Victor Lara Celis; Governance & Nominating Chair: Robert A. Jakuszewski) .
- Independence: Board determined Hogan (and others) are independent under ARL’s guidelines following annual reviews (Mar 2025, Mar 2024) .
- Attendance: The Board met five times in fiscal 2024; each director attended at least 75% of Board and committee meetings; independent directors met in executive session four times in 2024 . Audit Committee met five times; Compensation Committee met two times; Governance & Nominating Committee met two times in 2024 .
- Presiding/Lead Independent Director: Ted R. Munselle served as Presiding Director for executive sessions through the meeting following fiscal year-end 2024 .
Fixed Compensation
| Component | Structure (Policy) | FY 2023 Actual (Hogan) | FY 2024 Actual (Hogan) |
|---|---|---|---|
| Annual cash retainer (nonemployee directors) | $20,000 per year | $20,000 | $20,000 |
| Audit Chair fee | $500 annual (Chair only) | Not applicable to Hogan | Not applicable to Hogan |
| Special services per diem | $1,000/day for special services | Not disclosed for Hogan | Not disclosed for Hogan |
| Travel/expense reimbursement | Reimbursed | Policy disclosed; no Hogan-specific amounts | Policy disclosed; no Hogan-specific amounts |
Performance Compensation
| Metric Category | Use in Director Pay | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs/DSUs) | None disclosed | Directors’ compensation is cash-based; no equity awards disclosed |
| Options (strike, vesting) | None disclosed | No option awards to directors disclosed |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None disclosed | No performance-tied director pay metrics disclosed |
| Clawbacks, CoC provisions for directors | Not disclosed | No director-specific clawbacks or CoC terms disclosed |
Other Directorships & Interlocks
| Entity | Relationship to ARL | Interlock/Overlap | Potential Conflict Note |
|---|---|---|---|
| TCI | ARL owns ~78.4% of TCI; consolidated by ARL | Hogan is director at both ARL and TCI | Overlapping fiduciary duties are acknowledged; governance addresses independence annually |
| IOR | Majority-owned by TCI (~83.2% at 12/31/24) | Board overlap exists at ARL with other directors; Hogan’s role at IOR not stated | Related-party structure across ARL/TCI/IOR is material; Board reviews independence |
Expertise & Qualifications
- FINRA Series 7 (General Securities), Series 63 (Uniform Securities Agent), Series 65 (Investment Advisor) licenses .
- Investment advisory and broker-dealer background; retired since 2020 .
- Serves on all three standing committees, providing broad governance exposure; Audit Committee financial expert designation is held by Munselle (not Hogan) .
Equity Ownership
| Holder | Beneficial Shares | % of Common Outstanding | Notes |
|---|---|---|---|
| William J. Hogan | -0- | — (less than 1%) | Reported as zero beneficial ownership as of record date |
| Shares Outstanding (Record Date) | 16,152,043 | — | Record dates: Nov 3, 2025 and Nov 8, 2024 |
| Ownership Guidelines | Minimum equity interest guideline referenced in nomination standards | Not disclosed for directors; compliance status not disclosed | Policy reference only; no director guideline details |
Insider Trades
| Item | Status | Source |
|---|---|---|
| Form 3/4/5 transactions for Hogan (last fiscal year) | Not referenced in proxy; company reports Section 16(a) compliance | Section 16(a) filings deemed timely through record dates in both proxies |
Governance Assessment
- Committee coverage and independence: Hogan is an independent director serving on Audit, Compensation, and Governance & Nominating; independence was affirmed after review of transactions/relationships in March 2025 (and 2024) . This breadth of committee involvement supports board oversight coverage but without chair responsibilities.
- Attendance and engagement: Board met five times in 2024; Hogan met the ≥75% attendance threshold; independent directors held four executive sessions, with a designated Presiding Director (Munselle), indicating routine independent oversight .
- Alignment and incentives: Hogan received a $20,000 cash retainer in each of 2023 and 2024, with no disclosed equity awards or performance-linked pay for directors—suggesting limited long-term alignment via ownership and no pay-for-performance linkage in board compensation .
- Ownership and control risks: Hogan reports zero beneficial ownership; meanwhile, ARL’s controlling stockholder (RAI/MRHI) holds ~90.82% of common shares, which can diminish minority investor influence—an important governance consideration for external investors .
- Related-party environment: ARL operates with significant related-party relationships (Advisor Pillar; manager/broker Regis), with notable related-party receivables and transactions. 2024 disclosures include: notes/interest receivables due from related parties of $73.3 million; rental revenue from Pillar/affiliates ~$700,000; and advances/loans among affiliates bearing SOFR; governance policies require independent director approval for such transactions . This structure increases potential conflict risk requiring active independent oversight.
- Company-level risk indicators relevant to board oversight: Audit Committee met five times; internal controls and auditor independence processes are described in detail; ARL disclosed a DSCR covenant breach at 770 South Post Oak with lender cash controls—an operational risk requiring board oversight of remediation . Litigation resolutions (e.g., $23.4 million Clapper settlement) underscore the need for robust risk governance .
- RED FLAGS:
- Minimal “skin in the game” (Hogan beneficial ownership -0-) .
- Highly concentrated control (RAI/MRHI ~90.82%) may limit governance leverage by independents/minority holders .
- Extensive related-party transactions and receivables necessitate vigilant independent committee oversight to manage conflicts .
Overall: Hogan’s independence and broad committee membership support board coverage, but lack of equity alignment and ARL’s heavy related-party/control structure place a premium on rigorous independent oversight and transparent approvals for related-party dealings .