William J. Nance

About William J. Nance

William J. Nance, age 81, is a Certified Public Accountant and private consultant to the real estate and banking industries. He has served on The InterGroup Corporation’s board since 1984, previously holding executive roles as CFO (1987–1990) and Treasurer (1987–2002); he founded Century Plaza Printers, Inc. in 1979 and was President until 2022. He is an Audit Committee financial expert and currently serves on multiple INTG board committees .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (Chairperson), Compensation Committee (Chair), Executive Strategic Real Estate and Securities Investment Committee (member) .
• Independence: INTG states all directors except CEO John V. Winfield are independent under SEC and NASDAQ rules; Nance is designated independent and qualifies as an Audit Committee Financial Expert .
• Engagement and attendance: Board held one meeting in fiscal 2024; Audit Committee met four times; Compensation Committee met twice; Executive Committee met twice; Nominating Committee met once. The company notes no director attended fewer than 75% of board meetings during fiscal 2023; all directors attended the fiscal 2023 annual meeting .
• Board structure: CEO serves as Chair; independent directors hold executive sessions at least twice per year .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Potential governance implications: As Compensation and Audit Chair at the parent while also a director at the subsidiary, Nance oversees financial reporting and pay decisions that may affect consolidated results; cross-directorships increase the need for robust conflict-management procedures .

Expertise & Qualifications

• CPA; extensive financial reporting and audit oversight experience; designated Audit Committee Financial Expert .
• Real estate industry experience and private consulting background; prior executive finance roles at INTG .
• Longstanding small-company governance experience, including oversight of compensation programs and equity plans .

Equity Ownership

• Shares outstanding for calculation: 2,154,405 common shares outstanding at April 1, 2025 .
• Options/RSUs currently outstanding for Nance: None disclosed; 2024 director compensation shows no stock awards .
• Pledging/hedging: Not disclosed.
• Ownership alignment: Moderate absolute stake relative to float; significantly lower than CEO’s 70.1% control position, which concentrates voting power outside independent directors .

Insider Trades (historical snapshots)

Note: These historical transactions illustrate legacy equity awards; recent proxy shows no director equity awards in FY2024 .

Governance Assessment

• Strengths:

  • Independent director with CPA credentials; Audit Committee Financial Expert and Chair, plus Compensation Committee Chair role—strong finance and governance expertise .
  • Clear committee charters for Audit and Compensation; clawback policy adopted (Nasdaq Rule 5608) enhances accountability for executives (scope is executive officers) .
  • Director compensation is modest and predominantly cash; no equity grants in FY2024—reduced risk of misalignment via short-term equity incentives .

• Watch items / Red flags:

  • Board meeting frequency low (one meeting in FY2024), placing heavier reliance on committee oversight; requires sustained engagement from chairs to assure effective governance .
  • CEO holds 70.1% ownership, combining Chair/CEO roles; while independent sessions occur, concentrated control can diminish board leverage—places added scrutiny on Compensation and Audit Chairs, including Nance .
  • Compensation Committee (chaired by Nance) approved extension of CEO stock options in December 2023, generating $1,175,000 in modification expense—investors may view option-term modifications as a pay governance risk if rationale/performance linkage is not compelling .
  • Cross-directorship with subsidiary (Portsmouth) and overlapping directors can create perceived interlocks; company notes procedures to mitigate conflicts primarily focused on CEO’s investment activities—continued vigilance warranted at Audit/Comp Committees .

• Independence and attendance signals:

  • INTG affirms committee independence; all independent directors met attendance thresholds in FY2023; all directors attended the FY2023 annual meeting. Specific individual attendance rates for FY2024 not disclosed .

Related-Party Transactions and Conflicts

• The proxy discloses potential overlap in securities investment activities between CEO (Winfield), INTG, and Portsmouth, with procedures to mitigate conflicts; no specific related-party transactions attributed to Nance, but as Audit and Compensation Chair he is central to oversight of these areas .
• No loans to directors or family transactions disclosed; no legal proceedings requiring disclosure for directors .

Compensation Committee Analysis

• Composition: Murphy, Nance (Chair), Love—independent; no compensation consultant engaged; committee uses published surveys/studies; oversees 2010 Omnibus Employee Incentive Plan .
• Change-in-control provisions: Equity awards may accelerate on change in control per plan terms—standard but increases at-risk value concentration for executives; directors not highlighted in equity plan usage during FY2024 .
• Shareholder say-on-pay: Approved in 2024; historical support high (e.g., >99% approval in 2017) .

Director Compensation Structure Analysis

• Year-over-year mix: FY2024 director compensation for Nance was cash-only; no stock awards or options—shift away from equity for directors reduces volatility-related incentives .
• Guaranteed vs at-risk: Director pay largely guaranteed via retainer and annual cash payment; audit chair fee tied to role, not performance metrics .
• Repricing/modification: Not applicable to directors in FY2024; CEO option extension in 2023 occurred under committee oversight (governance scrutiny point) .

Equity Compensation Plan Context

• 2010 Omnibus Employee Incentive Plan authorizes multiple equity award types, extended to 2030; outstanding options total 269,195 at 6/30/2024 (weighted average exercise price $16.81). The plan permits accelerated vesting upon change in control—relevant for executive alignment; directors did not receive new equity in FY2024 .

Summary Implications for Investor Confidence

• Nance’s deep financial expertise and dual chair roles (Audit and Compensation) are positives for oversight quality. However, low board meeting frequency, concentrated CEO control, and the committee’s approval of the CEO option-extension expense highlight reliance on committee rigor—continued monitoring of compensation philosophy and audit controls is warranted .