Yvonne L. Murphy
About Yvonne L. Murphy
Independent director of The InterGroup Corporation; age 68; elected to the InterGroup board in February 2014; current Class B term scheduled to expire at the Fiscal 2025 Annual Meeting. Background spans 30+ years in corporate management, legal research, and legislative lobbying (Nevada Governor’s executive staff; Jones Vargas law firm; RR Partners), with a Doctorate and an MBA from California Pacific University; also serves as a volunteer board member for the Reno Philharmonic and Renown Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The InterGroup Corporation (INTG) | Director (Independent) | Elected Feb 2014; Class B director | Member: Compensation Committee; Executive Strategic Real Estate and Securities Investment Committee; Chairwoman: Nominating Committee |
| Portsmouth Square, Inc. (INTG subsidiary) | Director | March–December 2019 | Service noted in biography |
| Office of Gov. Kenny C. Guinn (Nevada) | Executive staff | Not disclosed | Legislative/government affairs experience |
| Jones Vargas (Reno, NV) | Legal/lobbying (employed for years) | Not disclosed | Legal research and lobbying background |
| RR Partners (Las Vegas/Reno) | Corporate office and Government Affairs Division | Not disclosed | Corporate/government affairs experience |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Reno Philharmonic | Volunteer board member | Non-profit (Arts) | Community service |
| Renown Health | Volunteer board member | Non-profit (Healthcare) | Community service |
| Other public company boards | None disclosed | — | No current public company directorships disclosed for Murphy |
Board Governance
- Board independence and structure: 5 directors; all except CEO (John V. Winfield) are independent under SEC and NASDAQ rules; independent directors hold executive sessions at least twice per year .
- Board and committee activity (FY2024): Board met once; Audit Committee met 4 times; Compensation Committee met 2 times; Nominating Committee met once; Executive Committee met 2 times .
- Committee roles for Murphy: Chairwoman of Nominating; member of Compensation; member of Executive Strategic Real Estate and Securities Investment Committee .
- Attendance: Company states no director attended fewer than 75% of all Board meetings during the fiscal 2023 year; all directors attended the fiscal 2023 Annual Meeting of Shareholders (no per-director attendance disclosed for 2024) .
- Independence status: Listed as independent; all Compensation and Nominating Committee members meet independence standards; Audit Committee independence affirmed (Murphy is not on Audit) .
- Control considerations: Management controls “more than 72%” of voting securities; CEO beneficially owns 70.1%—a controlled-company dynamic relevant for governance assessments .
Fixed Compensation
| Component (Directors) | Amount/Terms | Notes |
|---|---|---|
| Annual board cash retainer | $12,000 | Non-employee directors |
| Additional annual cash payment | $22,000 (eligible) | Non-employee directors eligible for an additional annual cash payment |
| Audit Committee member fee | $1,000 per quarter | Audit Chair: $1,500 per quarter |
| Meeting fees | Not paid (except Audit Committee structure above) | “With the exception of members of the Audit Committee, non-employee directors do not receive any additional fees for attending Board or Committee meetings”; director comp table footnote states amounts include board/committee/meeting fees |
| Yvonne L. Murphy – FY2024 total | $40,000 | Fees earned or paid in cash; no stock awards/other comp disclosed |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Equity awards to directors | None disclosed for FY2024 | Director compensation table shows no stock awards for Murphy |
| Performance/bonus for directors | None disclosed | No performance-based components disclosed for directors |
| Clawback policy (company-wide) | Adopted; compliant with Nasdaq Rule 5608/SEC Rule 10D-1 | Policy effective Dec 1, 2023; applies to executive officers and incentive-based compensation; governance positive signal |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Prior public boards | Portsmouth Square, Inc. (subsidiary) – director March–December 2019 |
| Current public boards | None disclosed for Murphy |
| Interlocks/potential overlapping roles | Several INTG directors concurrently serve on Portsmouth’s board (Winfield, Love, Grunwald), but Murphy’s Portsmouth service was limited to 2019 |
Expertise & Qualifications
- Government affairs, corporate management, legal research, and lobbying experience (nine legislative sessions in Nevada, Governor’s executive staff, Jones Vargas, RR Partners) .
- Academic credentials: Doctorate and MBA from California Pacific University .
- Board qualifications cited: Government affairs and business experience underpins board contribution .
- No legal proceedings requiring disclosure; no family relationships reported .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Yvonne M. Murphy | 2,282 | <1% | As of April 1, 2025; outstanding shares 2,154,405 |
| Shares outstanding (reference) | 2,154,405 | — | Record date April 1, 2025 |
| Pledging/hedging | Not disclosed | No pledging by Murphy disclosed | |
| Options/RSUs | None disclosed for directors | Director comp table shows no equity awards for Murphy |
Governance Assessment
-
Positives
- Independent director with chair role (Nominating) and service on Compensation and Executive Committees—positions that influence director recruitment, governance processes, and compensation oversight .
- No legal proceedings disclosed; Code of Ethics and a Nasdaq-compliant clawback policy are in place—supportive of governance hygiene .
- Director compensation is modest and cash-based; no equity awards to directors in FY2024 avoiding dilution and complex incentives .
-
Risk indicators and monitoring items
- Controlled-company dynamics: CEO beneficial ownership of 70.1% and management control of >72% of voting securities concentrate decision-making power—heightening the importance of genuinely independent oversight by directors including Murphy .
- Board activity: Only one board meeting in FY2024; while independent directors hold at least two executive sessions per year, low full-board meeting frequency warrants monitoring for oversight effectiveness in a complex real estate/securities investment environment .
- Director equity alignment: Murphy owns 2,282 shares (<1%); with no director equity grants disclosed for FY2024, long-term equity alignment appears limited relative to companies that grant annual director equity; investors may prefer explicit stock ownership guidelines (none disclosed) .
-
Related-party exposure
- No Murphy-specific related-party transactions disclosed; company-wide related-party context centers on CEO investment activities and performance-based compensation structure (no bonuses paid in FY2023–2024) .
-
Shareholder voice
- Say-on-pay approved at the May 20, 2024 Annual Meeting; Compensation Committee (of which Murphy is a member) did not use an external compensation consultant in FY2024 .
-
RED FLAGS to watch
- Controlled shareholder influence on director nomination (Company notes >72% voting control and lack of shareholder-nomination policy); Murphy chairs the Nominating Committee within this context—investors may monitor nomination rigor and refreshment .
- Extended/modified CEO option terms (e.g., 2013 grant expiration extended to 2029 with $1.175M modification expense) underscore the need for strong Compensation Committee oversight—Murphy sits on this committee .
Director Compensation (Detail – FY2024)
| Director | Fees Earned/Paid in Cash | Stock Awards | Other Compensation | Total |
|---|---|---|---|---|
| Yvonne L. Murphy | $40,000 | — | — | $40,000 |
Structure references: Non-employee annual retainer $12,000; additional eligible annual cash $22,000; Audit Committee $1,000 per quarter (Chair $1,500/quarter). With the exception of Audit Committee structure, non-employee directors do not receive additional meeting fees . Amounts in table include board/committee/meeting fees per footnote .
Committee Assignments and Meetings (FY2024)
| Committee | Murphy Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Nominating | Member | Yvonne L. Murphy (Chairwoman) | 1 |
| Compensation | Member | William J. Nance (Chairman) | 2 |
| Audit | Not a member | William J. Nance (Chairperson) | 4 |
| Executive Strategic Real Estate and Securities Investment | Member | John V. Winfield (Chairman) | 2 |
Say-on-Pay and Compensation Governance
- Say-on-Pay: Approved at the fiscal 2023 Annual Meeting held May 20, 2024 .
- Compensation Committee practices: No external compensation consultant engaged; committee reviews surveys/studies; oversees 2010 Omnibus Employee Incentive Plan .
- Clawback: Adopted and disclosed in the proxy with full policy text (effective Dec 1, 2023) .
Related Party Transactions (Context)
- Company notes CEO-led investment activities at InterGroup and Portsmouth with procedures to reduce conflicts; no Murphy-specific related-party transactions disclosed .
Notes on Attendance and Engagement
- Board: One meeting in FY2024; all directors attended the fiscal 2023 Annual Meeting of Shareholders; no director attended fewer than 75% of Board meetings during fiscal 2023 (per disclosure) .
- Executive sessions: Independent directors meet at least twice per year .
Summary Implications for Investors
- As an independent director and Nominating Chair, Murphy plays a key role in governance amid controlled-company dynamics (70.1% CEO ownership; >72% management voting control). Oversight effectiveness, committee rigor (notably Compensation and Nominating), and director engagement should be monitored given low board meeting frequency in FY2024 .
- Alignment: Modest director cash compensation ($40,000 in FY2024; no equity awards) and small personal shareholdings (<1%) indicate limited direct equity alignment; investors may prefer formal director stock ownership guidelines (not disclosed) .