John C. Love
About John C. Love
Independent director of The InterGroup Corporation (INTG) since 1998; age 85. Love is an international hospitality and tourism consultant and a retired partner of Pannell Kerr Forster (national CPA and consulting firm). For the last 30 years he has lectured in hospitality management at Golden Gate University and San Francisco State University. He also serves as a director of INTG’s subsidiary, Portsmouth Square, Inc., and is Chairman Emeritus of the Board of Trustees of Golden Gate University and an Honorary Director of the Hotel and Restaurant Foundation. The Board classifies him as independent, and he is designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pannell Kerr Forster (PKF) | Retired Partner (CPA/consulting) | Not disclosed | Financial reporting and control expertise leveraged for Audit Committee service |
| Golden Gate University | Lecturer in hospitality management | “Last 30 years” | Management control systems; Chairman Emeritus, Board of Trustees |
| San Francisco State University | Lecturer in hospitality management | “Last 30 years” | Teaching focus in management control systems |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Portsmouth Square, Inc. (public company) | Director | Current | INTG subsidiary; separate board fees disclosed for Love |
| Golden Gate University | Chairman Emeritus, Board of Trustees | Current | Governance leadership at academic institution |
| Hotel and Restaurant Foundation | Honorary Director | Current | Industry foundation affiliation |
Board Governance
- Independence: All directors except the CEO are independent under SEC/NASDAQ rules; Love is independent. Independent directors meet in executive session at least twice per year.
- Board/meeting cadence: Board held one meeting in FY 2024. No directors attended fewer than 75% of all Board meetings during FY 2023. All directors attended the fiscal 2023 Annual Meeting of Shareholders.
- Committee memberships (FY 2024):
- Audit Committee (4 meetings): Member; Audit Committee Financial Expert. Chair: William J. Nance. Members: Nance, Love, Grunwald.
- Compensation Committee (2 meetings): Member. Chair: William J. Nance. Members: Murphy, Nance, Love.
- Nominating Committee (1 meeting): Member. Chair: Yvonne L. Murphy. Members: Murphy (Chair), Love. No formal Nominating Committee charter.
- Executive Strategic Real Estate and Securities Investment Committee (2 meetings): Love is not a member.
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| INTG Annual Board Retainer (cash) | $12,000 | Standard non-employee director retainer |
| Audit Committee Member Fees | $4,000 | $1,000 per quarter (member rate) |
| Additional Annual Cash Payment (INTG) | $22,000 | Eligible annual cash payment for non-employee directors |
| Portsmouth Board/Audit Fees | $8,000 | Paid by subsidiary; included in Love’s total |
| Stock Awards | $0 | No equity awards reported for Love in FY 2024 |
| Other Compensation | $0 | None reported |
| Total (FY 2024) | $46,000 | Matches director compensation table |
- Policy notes: Non-employee directors receive an annual cash retainer; with the exception of Audit Committee members (who receive quarterly fees), no additional meeting fees are paid. Reasonable expenses are reimbursed.
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for Love in FY 2024; Director compensation table shows no stock awards |
| Performance metrics tied to director pay | Not disclosed/applicable for directors |
The 2010 Omnibus Employee Incentive Plan permits equity awards to officers, directors, and key employees, but no director equity was reported for Love in FY 2024.
Other Directorships & Interlocks
| Company | Role | Public? | Interlock/Consideration |
|---|---|---|---|
| Portsmouth Square, Inc. | Director | Yes | INTG’s CEO (John V. Winfield) also serves as Chairman/CEO of Portsmouth; overlapping governance; Love receives separate fees from Portsmouth |
Expertise & Qualifications
- CPA background and extensive financial reporting knowledge; designated Audit Committee Financial Expert.
- Deep hospitality industry operating and academic expertise; 30 years lecturing on management control systems.
- Long INTG board tenure (since 1998) provides historical and strategic continuity.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| John C. Love | 0 | <1% | Beneficial ownership table shows no reported holdings for Love; “Ownership does not exceed 1%” |
| Shares outstanding (reference) | 2,154,405 | — | As of April 1, 2025 |
- Vested/unvested equity: None disclosed for Love. The outstanding equity awards table lists only executives.
- Pledged/hedged shares: Not disclosed for Love.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
-
Strengths
- Independent director with financial expertise; serves on Audit, Compensation, and Nominating committees; designated Audit Committee Financial Expert.
- Multi-committee engagement with regular committee meeting cadence (Audit 4; Compensation 2; Nominating 1 in FY 2024).
- All directors attended the fiscal 2023 Annual Meeting; no director fell below 75% board meeting attendance in FY 2023.
-
Risks / RED FLAGS
- Board met only once in FY 2024, which may constrain oversight and engagement.
- Nominating Committee lacks a formal charter; company does not have a process for security holder-recommended director candidates—less robust governance infrastructure.
- Controlled company dynamics: CEO John V. Winfield beneficially owns ~70.1% of shares, potentially limiting minority shareholder influence and board leverage.
- Combined Chair/CEO roles; board deems separation unnecessary—could reduce independent oversight, mitigated only by committee structure and executive sessions.
- Low ownership alignment by Love (0 shares reported) may weaken “skin-in-the-game” incentives.
-
Related-party/Conflicts
- No Love-specific related-party transactions disclosed. INTG notes potential conflicts around CEO-managed investment activities and overlaps with Portsmouth, with procedures to mitigate; no performance bonuses paid to the CEO for FY 2024 or 2023.
-
Shareholder feedback signals
- Say-on-pay approved at the fiscal 2023 Annual Meeting (held May 20, 2024).
Overall: Love brings strong financial and sector expertise and committee breadth, bolstering board effectiveness. Key concerns are low personal ownership, minimal full-board meeting cadence, lack of Nominating Committee charter, and the controlled-company/combined Chair-CEO context that can curb independent influence.