Richard W. Humphrey
About Richard W. Humphrey
Richard W. Humphrey, age 78, has served as an independent director of New Concept Energy, Inc. (“GBR”) since October 9, 2020. He retired in December 2021 after more than five years as a real estate broker at Regis Realty Prime, LLC; he holds both BBA and MBA degrees (real estate emphasis) from SMU Cox School of Business and taught real estate courses there part-time from 1976–1979. He was designated the Board’s Presiding Director by the independent directors in December 2024, continuing through the 2025 annual meeting period; the Board has repeatedly affirmatively determined his independence under its Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regis Realty Prime, LLC (affiliated with Realty Advisors, Inc.) | Broker | >5 years prior to retirement; retired Dec 2021 | Real estate sales/acquisitions; affiliation with RAI noted in biography |
| SMU Cox School of Business | Part-time faculty (real estate courses) | 1976–1979 | Academic teaching in real estate |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Regis Realty Prime, LLC | Broker (prior) | No | Affiliated with Realty Advisors, Inc. (RAI); no other public company boards disclosed for Humphrey in proxy biographies |
Board Governance
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Current Board/Committee roles (as of 2025 proxy):
- Audit Committee member (Audit Committee chaired by Robert C. Canham II; Dan Locklear also a member) .
- Governance & Nominating and Compensation: no assignment shown for Humphrey in 2025 .
- Presiding Director: designated December 2024 and recorded at the Dec 31, 2024 Board meeting .
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Attendance and engagement:
- Board met five times in 2024; each director attended at least 75% of Board and Committee meetings; independent directors held four executive sessions in 2024 .
- Board met five times in 2023; each director attended ≥75%; independent directors held four executive sessions in 2023 .
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Independence:
- Affirmatively determined independent in December 2024 (and previously in December 2023 and December 2022 reviews) .
Director Election Voting (Dec 31, 2024 meeting)
| Nominee | Votes For | % of Shares Voted For | Votes Withheld |
|---|---|---|---|
| Richard W. Humphrey | 2,125,991 | 41.43% | 149,580 |
Fixed Compensation
- Program: each nonemployee director receives an annual retainer of $2,500 plus a $2,000 fee per Board meeting attended; directors are reimbursed for travel/related expenses; no additional compensation for employee directors .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $2,500 | $2,500 |
| Meeting fee per Board meeting | $2,000 | $2,000 |
| Total cash paid to Humphrey | $10,500 | $10,500 |
Performance Compensation
- The company does not disclose performance-based director compensation; no equity awards, options, or performance metrics are shown for directors.
| Item | 2023 | 2024 |
|---|---|---|
| Stock/RSU/PSU awards (grant date/value/shares) | None disclosed | None disclosed |
| Option awards (strike/expiration/vesting) | None disclosed | None disclosed |
| Performance metrics tied to director compensation | None disclosed | None disclosed |
| Vesting schedules | None disclosed | None disclosed |
| Clawback provisions (director pay) | Not disclosed in proxies (company codes of ethics referenced) |
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict/Notes |
|---|---|---|
| Realty Advisors, Inc. (RAI) | RAI is a significant shareholder of GBR (7.79% in 2025; 22.31% in 2024; 27.18% in 2023) . Regis Realty Prime, LLC (Humphrey’s prior employer) is affiliated with RAI . | Potential perception risk due to affiliation history; Board independence reviews affirmed Humphrey’s independence . |
| Pillar Income Asset Management, Inc. (Pillar) | Pillar (a wholly-owned subsidiary of RAI) entered into an Advisory Agreement with GBR effective Sep 1, 2024, including fees tied to Gross Asset Value and Adjusted Net Income . | Related-party exposure; agreement subject to approval by independent directors; company policy requires nonmanagement director approval for related-party transactions . |
Expertise & Qualifications
- Real estate expertise: decades in brokerage, transaction sourcing, and instruction in real estate finance at SMU .
- Governance: served as Presiding Director (lead role for executive sessions and agenda advisory) .
- Audit oversight: Audit Committee member in 2025; Board cites independence and financial literacy requirements for committee composition .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned | 0 | 0 | 0 |
| Ownership % of outstanding | 0% | 0% | 0% |
| Vested vs unvested shares | Not applicable (no holdings) | Not applicable | Not applicable |
| Pledged shares | Not disclosed | Not disclosed | Not disclosed |
Insider Trades
| Date | Transaction Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| — | — | — | — | — | Attempt to retrieve Form 4 data via insider-trades skill failed (401 Unauthorized). Will update if data becomes available. |
Note: We attempted to fetch Form 4 filings for “Richard W. Humphrey” (GBR) using the insider-trades skill; the API returned 401 Unauthorized, so current insider transaction details could not be retrieved at this time.
Governance Assessment
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Positives:
- Independence repeatedly affirmed; designated Presiding Director (lead role), indicating trust among independent directors .
- Audit Committee membership in 2025 strengthens oversight capacity; Audit Committee meets regularly with private sessions and maintains pre-approval policies for auditor services .
- Consistent attendance (≥75%) and regular executive sessions (four in 2024 and 2023) support engagement .
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Alignment concerns:
- No equity ownership and no equity-based director compensation; alignment with long-term shareholders relies on governance role rather than “skin in the game” .
- Cash-only director pay is modest and formulaic (retainer plus meeting fees); no performance- or equity-linked incentives for directors .
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Related-party exposure (RED FLAG potential):
- Pillar Advisory Agreement (effective Sep 1, 2024) creates recurring fee arrangements with an entity wholly owned by RAI; Regis Realty Prime affiliation to RAI appears in Humphrey’s biography. While Board independence reviews affirmed Humphrey’s independence and transactions require independent director approval, the structure warrants continued investor scrutiny .
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Shareholder voting signal:
- Humphrey received 2,125,991 votes “For” (41.43% of shares voted) and 149,580 votes “Withheld” at the December 31, 2024 meeting; auditors were ratified with 4,366,763 “For” votes. No say‑on‑pay item was presented .
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Monitoring items:
- Reassess committee assignments annually and any changes to related-party contracts (fees/termination provisions) .
- Re-run insider trade analysis when API access is restored to evaluate any hedging/pledging or trading around earnings windows.