John V. Winfield
About John V. Winfield
John V. Winfield, age 78, is Chairman of the Board, President, and Chief Executive Officer of The InterGroup Corporation (INTG), having served on the Board since 1982 and as CEO since 1987; he also serves as Chairman and CEO of majority-owned subsidiary Portsmouth Square, Inc. . INTG combines the Chairman/CEO roles under a long-standing structure the Board deems appropriate given Mr. Winfield’s experience and history with the company, with independent directors meeting in executive sessions at least twice per year . Recent pay-versus-performance disclosures show compensation actually paid to the CEO of $897,000 in FY2024 (vs. $1,497,000 in FY2023), INTG net loss of $(9.797) million in FY2024 (vs. $(6.719) million in FY2023), and a TSR “value of initial $100” of $0.40 in FY2024 (vs. $0.17 in FY2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The InterGroup Corporation | Director | 1982–Present | Long-tenured overseer of real estate, hotel and securities investment strategy . |
| The InterGroup Corporation | Chairman, President & CEO | 1987–Present | Directs capital allocation; manages securities portfolios under Board-approved incentive program . |
| Portsmouth Square, Inc. (subsidiary) | Chairman & CEO | Ongoing | Leads subsidiary operating the Hilton San Francisco Financial District and other assets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Portsmouth Square, Inc. (public company) | Chairman & CEO | Ongoing | Subsidiary of INTG; Mr. Winfield also chairs INTG’s Executive Strategic Real Estate & Securities Investment Committee . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary (INTG) | $838,000 | $838,000 |
| Cash Bonus (INTG) | $600,000 | $0 |
| Other Compensation (INTG) | $59,000 | $59,000 |
| Total (INTG) | $1,497,000 | $897,000 |
| Additional Salary from Portsmouth | $433,000 | $433,000 |
Notes: As CEO, he foregoes INTG Board fees; he received $6,000 in regular board fees from Portsmouth in each of FY2023 and FY2024 (included in Portsmouth salary amounts) .
Performance Compensation
| Incentive | Metric/Structure | Target/Threshold | Actual/Payout | Vesting/Payment |
|---|---|---|---|---|
| Securities Portfolio Incentive | 20% of net investment gains above Prime Rate + 2% hurdle; quarterly loss “carryforward” (no payout until losses recovered) | Prime Rate + 2% hurdle rate | No performance-based compensation was earned or paid in FY2023 or FY2024 | Calculated and paid quarterly when earned; loss carryforward applies |
The Compensation Committee did not use external consultants; it reviews published surveys/studies. The CEO’s incentive plan can be modified or terminated at the Boards’ discretion .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership | 1,686,374 shares, including 233,195 shares underlying vested options |
| Ownership % of Outstanding | 70.1% (based on 2,154,405 shares outstanding as of April 1, 2025) |
| Vested vs. Unvested | Options listed below are shown as exercisable; no unexercisable options for Mr. Winfield were disclosed at FY2024 year-end |
| Shares Outstanding (reference) | 2,154,405 |
Outstanding options (FY2024 year-end):
- 100,000 options, strike $10.30, expiring 03/16/2026; time- and market-based vesting (met) .
- 133,195 options, strike $18.65; original 12/26/2023 expiry extended to 12/26/2029 in Dec 2023; time-based vesting schedule .
Previously exercised:
- 90,000 options (grant 2/28/2012, $19.77) exercised 1/21/2022 via share surrender (net 54,906 shares issued) .
- 26,805 incentive stock options (grant 12/26/2013, $20.52) exercised in 2018 via share surrender (net 9,366 shares issued) .
Pledging/Hedging:
- No specific pledge or hedging policy disclosures were found in the proxy; the document contains a Dodd-Frank/Nasdaq-compliant compensation clawback policy effective December 1, 2023 .
Employment Terms
- Employment agreement: “There are currently no employment contracts with executive officers” .
- Severance/COC: Equity under the 2010 Plan provides for accelerated vesting upon a change in control; outstanding options immediately vest and become exercisable upon a change in control. Except for this, there are no employment contracts or change-in-control arrangements for officers/directors .
- Clawback: INTG adopted a Rule 10D-1/Nasdaq 5608-compliant clawback policy (applies to incentive-based comp tied to financial reporting measures, including stock price/TSR; 3-year look-back; no indemnification permitted) effective December 1, 2023 .
- Non-compete/Non-solicit/Garden leave: Not disclosed in the proxy .
Board Governance
- Structure and leadership: Combined Chairman/CEO (Mr. Winfield) with rationale cited; independent directors meet in executive sessions at least twice per year .
- Board composition: Five directors, staggered (Class A/B/C); all directors except the CEO are considered independent under SEC/Nasdaq rules .
- Committees:
- Compensation Committee (independent; 2 meetings in FY2024; charter posted; Chair: Nance) .
- Audit Committee (independent; 4 meetings in FY2024; financial experts: Nance and Love; charter posted) .
- Nominating Committee (independent; 1 meeting in FY2024) .
- Executive Strategic Real Estate & Securities Investment Committee (Chair: Winfield; 2 meetings in FY2024) .
- Attendance: Board held one meeting in FY2024; no directors attended fewer than 75% of all Board meetings during the 2023 fiscal year .
- Control/independence context: “More than 72%” of voting securities are controlled by management (Board cites this in determining nominating policy), with Mr. Winfield individually holding 70.1% .
Director Compensation (Winfield as a Director)
- As an executive officer, Mr. Winfield was not paid INTG board, committee, or meeting fees; he received $6,000 in regular board fees from Portsmouth (reported in his Summary Compensation Table) .
Compensation Structure Analysis
- Cash vs equity mix: No new equity grants to Mr. Winfield in FY2023–FY2024; base salary steady at $838,000; bonus paid in FY2023 ($600,000) but not in FY2024 ($0) .
- Option modification: In December 2023, the company extended the expiration of 133,195 options granted in 2013 from 12/26/2023 to 12/26/2029, recording $1,175,000 of stock option compensation for the modification (Black-Scholes valuation) .
- Pay-for-performance linkage: CEO investment incentive requires net gains above Prime+2% and includes loss carryforward; no payouts in FY2023–FY2024 despite base pay, suggesting at-risk pay did not vest amid investment performance variability .
- Consultant usage: Compensation Committee did not engage compensation consultants; relies on published surveys/studies .
Related Party Transactions and Conflicts
- Overlapping investments: INTG and Portsmouth may invest in the same companies as Mr. Winfield (who oversees both portfolios); procedures have been instituted to reduce conflicts; performance-based incentive for portfolio management approved by disinterested directors; no performance bonus paid in FY2023–FY2024 .
Say-on-Pay & Shareholder Feedback
- Historical votes: In 2017, >99% approved NEO compensation; shareholders chose triennial SoP frequency (≈89% support) .
- Recent vote: FY2023 Annual Meeting (May 20, 2024) approved the say-on-pay proposal .
Performance & Track Record
| Measure | FY2023 | FY2024 | Notes |
|---|---|---|---|
| CEO Compensation Actually Paid | $1,497,000 | $897,000 | Per Item 402(v) methodology; no equity adjustments shown . |
| INTG Net Income (Loss) (000s) | $(6,719) | $(9,797) | From pay-versus-performance table . |
| TSR (Value of initial $100) | $0.17 | $0.40 | As reported in proxy PVP table . |
Additional operating context (subsequent fiscal year): FY2025 press release cites EBITDA of $13.2 million (up 131.7% YoY from $5.7 million), driven by stronger hotel performance and higher real estate segment income; investment segment recorded a loss amid portfolio concentration/volatility .
Options Detail (Supply/Vesting Overhang)
| Grant Date | Shares | Exercise Price | Expiration | Vesting Structure/Status |
|---|---|---|---|---|
| 03/16/2010 | 100,000 | $10.30 | 03/16/2026 | Time vest over 5 years (20k/yr) + market vest in $2 increments above strike for 10 trading days in a quarter; all market conditions met as of 6/30/2024 . |
| 12/26/2013 | 133,195 | $18.65 | 12/26/2029 (extended in Dec 2023) | Time vest 20% annually; term extended from 2023 to 2029 (modification expense $1.175m) . |
| 02/28/2012 (exercised) | 90,000 | $19.77 | 10-year original | Time + market vest; exercised 1/21/2022 via share surrender; net 54,906 shares issued . |
| 12/26/2013 (exercised) | 26,805 | $20.52 | 5-year | Time vest; exercised Dec 2018 via share surrender; net 9,366 shares issued . |
Implication: 233,195 CEO options outstanding (100,000 expiring in 2026; 133,195 expiring in 2029) represent potential future supply upon exercise; no unexercisable options disclosed at FY2024 year-end .
Compliance and Controls
- Section 16 compliance: Company knows of no untimely Form 4 filings in FY2024; other filing requirements complied with .
- Code of Ethics: Adopted; posted on company website .
- Audit oversight: Audit Committee independent; two financial experts; selected WithumSmith+Brown, PC; FY2024 audit fees $205k; tax fees $56k .
Investment Implications
- Alignment and control: Extremely high insider ownership (70.1%) and combined Chair/CEO role concentrate control; while this can align long-term strategy, it reduces minority shareholder influence and raises independence considerations, especially given management control of >72% of voting securities .
- Pay-for-performance: The investment-gain-based incentive with a Prime+2% hurdle and loss carryforward is strongly performance-contingent; two consecutive years with no payout suggests disciplined hurdle but also variable linkage to market-driven results .
- Option modification: Extending the 2013 option term to 2029 created $1.175m in compensation expense and may be viewed as management-friendly; however, no repricing occurred, and options retain at-risk structure tied to stock performance .
- Selling pressure and vesting overhang: 100,000 options expiring in 2026 and 133,195 in 2029 may create exercise-driven supply over time; with no recent equity grants, overhang is finite (269,195 total outstanding options company-wide; none remaining available under plans) .
- Execution track record: FY2025 commentary and non-GAAP EBITDA improvement highlight operating momentum in hotel/real estate businesses, but the investment segment remains volatile—important given CEO incentive design around investment gains .
Overall: Governance risk stems from concentrated control and dual roles, partly mitigated by independent committees and a formal clawback policy. Compensation is cash-heavy with stable salary and variable bonus that switches “off” underperformance, plus legacy options (one modified for a longer term). Portfolio performance and timing of option exercises represent the key trading signals for near-term flow dynamics .