David C. Gonzalez
About David C. Gonzalez
David C. Gonzalez is Chief Operating Officer of The InterGroup Corporation (INTG), advisor to the Executive Strategic Real Estate and Securities Investment Committee, and President of subsidiary Portsmouth Square, Inc. He is 57 and has served in numerous capacities at INTG since 1989, including Controller and Director of Real Estate; he was appointed Vice President Real Estate on January 31, 2001, advisor to the Executive Committee in February 2020, and President of Portsmouth effective May 24, 2021 . Company performance context during his recent tenure shows revenues rising from $57.6M in FY2023 to $64.4M in FY2025, while net income remained negative, reflecting investment portfolio and hospitality cyclicality; see table below for details (values with asterisks from S&P Global) * * *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The InterGroup Corporation | Controller; Director of Real Estate | 1989–2001 | Senior finance/real estate responsibilities within INTG |
| The InterGroup Corporation | Vice President Real Estate | 2001–2021 | Oversight of real estate; leadership in property/investment activities |
| The InterGroup Corporation | Advisor, Executive Strategic Real Estate & Securities Investment Committee | Feb 2020–present | Advises on time-sensitive investments/acquisitions/dispositions |
| Portsmouth Square, Inc. (subsidiary) | President | May 24, 2021–present | Leads operating subsidiary in hospitality/investments |
External Roles
No external public-company directorships or outside roles are disclosed for Mr. Gonzalez in the proxy’s Business Experience section .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $444,000 | $444,000 |
| Annual Bonus Paid ($) | $600,000 | $0 |
| Other Compensation ($) | $0 | $0 |
| Target Bonus % | Not disclosed | Not disclosed |
Performance Compensation
- No performance-based bonus program is disclosed for Mr. Gonzalez for FY2023–FY2024; the only disclosed performance-based program at INTG applies to the CEO and is tied to net investment gains above Prime + 2%, with no payout in FY2023–FY2024 .
Equity Awards and Vesting Schedule
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting | Expiration | Status |
|---|---|---|---|---|---|---|
| Mar 2, 2017 | Stock Options | 18,000 | $27.30 | 3,600 annually over 5 years (2018–2022) | Mar 2, 2027 | Fully vested; 18,000 exercisable as of June 30, 2024 |
| Oct 13, 2023 | Stock Options | 18,000 | $28.90 | 6,000 annually: Oct 13, 2024; Oct 13, 2025; Oct 13, 2026 | Oct 13, 2033 | 18,000 unexercisable as of June 30, 2024 |
Upcoming vesting-driven potential selling pressure:
- 6,000 options vest Oct 13, 2025 and 6,000 options vest Oct 13, 2026 .
Equity Ownership & Alignment
- INTG discloses no executive stock ownership guidelines; no pledging/hedging policy is disclosed in the proxy beyond a clawback policy (Exhibit A) –.
Beneficial ownership and option breakdown:
| Metric | FY 2023 (as of Mar 31, 2023) | FY 2024 (as of Apr 10, 2024) | FY 2025 (as of Apr 1, 2025) |
|---|---|---|---|
| Beneficial Ownership (shares) | 44,769 | 44,769 | 44,769 |
| Percent of Class | 1.8% | 2.0% | 2.0% |
| Options Exercisable | 18,000 | 18,000 | 18,000 |
| Options Unexercisable | 18,000 | 18,000 | 18,000 |
- Later 10-K update: beneficial ownership reported at 59,529 shares and 2.5% as of Sept 29, 2025, including 18,000 options exercisable within 60 days .
Employment Terms
- No employment contracts with executive officers; no severance multiples or non-compete/non-solicit provisions disclosed .
- Change-of-control: options granted under the 2010 Incentive Plan immediately vest and become exercisable upon a change in control, per plan terms; no separate change-in-control cash arrangements .
- Clawback: INTG adopted a Dodd-Frank/Nasdaq-compliant clawback policy effective Dec 1, 2023, covering incentive-based compensation tied to financial reporting measures, including stock price/TSR-derived awards; recovery extends to the prior three fiscal years after a restatement, with no indemnification permitted –.
Performance & Track Record (Company-level context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $57,607,000 | $58,140,000 | $64,378,000 |
| EBITDA ($) | $9,800,000* | $7,774,000* | $14,267,000* |
| Net Income ($) | $(6,719,000)* | $(9,797,000)* | $(5,348,000)* |
Values with asterisks retrieved from S&P Global.
Additional pay-versus-performance disclosures:
- Net income (in thousands): FY2024 $(9,797), FY2023 $(6,719) .
- Shareholder advisory say-on-pay votes approved in 2017 (>99% support) and 2020 (approved); 2024 say-on-pay again approved (percentage not provided) .
Compensation Committee Analysis
- Committee: Independent directors William J. Nance (Chair), Yvonne L. Murphy, John C. Love; met twice in FY2024 .
- Consultants: The committee did not engage external compensation consultants; it reviews published surveys/studies .
- Plan oversight: Administers the 2010 Omnibus Employee Incentive Plan; the plan authorizes options and other equity, with accelerated vesting on change-of-control .
Investment Implications
- Alignment: Gonzalez’s pay mix emphasizes fixed salary and time-vested stock options; absence of a performance-based cash program or PSUs means lower pay-for-performance sensitivity for his role relative to the CEO’s investment-based program .
- Retention and trading signals: A three-tranche option grant (6,000 options vesting in Oct 2024/2025/2026) creates predictable vest dates and potential Form 4 activity; remaining 18,000 2017 options are fully vested and expire in 2027 .
- Governance risk: No employment contract or severance protections reduces change-of-role cost and limits golden parachute risk; change-of-control triggers only accelerate option vesting under the plan .
- Ownership: Gonzalez’s stake (≈2.0% in April 2025; 2.5% as of Sept 2025) provides moderate alignment; no pledging/hedging or ownership guideline disclosures were found, which limits visibility into longer-term alignment standards .
- Company performance: Revenues grew through FY2025 but net losses persisted; improving EBITDA in FY2025 suggests operating recovery, yet cumulative losses argue for cautious assessment of equity award realizable value and exercise behavior amid market conditions (values with asterisks from S&P Global).