Erik Johnson
About Erik Johnson
Erik L. Johnson is President and Chief Executive Officer of Income Opportunity Realty Investors (IOR) since May 28, 2024; he previously served as Executive Vice President and Chief Financial Officer of IOR from December 16, 2021 to May 28, 2024 and is a Certified Public Accountant with prior senior finance roles at The Macerich Company, North American Scientific, and Launch Media, and began his career at PricewaterhouseCoopers . He is also President and CEO of Pillar Income Asset Management, IOR’s contractual advisor, and a director of Pillar, aligning day‑to‑day management with the advisor structure . As of the 2025 proxy, 4,066,178 shares were outstanding and the controlling shareholder Transcontinental Realty Investors (TCI) held 84.5% of IOR, which has governance implications for oversight and alignment . Recent performance shows Net Income of $4.651 million in FY 2024 versus $7.001 million in FY 2023 and $3.931 million in FY 2022, indicating a decline year‑over‑year in 2024 after an increase from 2022 to 2023 ); FY2023 $7.001m (citation ); FY2022 $3.931m (citation )].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Income Opportunity Realty Investors | Executive Vice President & CFO | Dec 16, 2021 – May 28, 2024 | Stabilized finance function and later transitioned to CEO across IOR/ARL/TCI group . |
| The Macerich Company (NYSE: MAC) | Vice President, Financial Reporting | 2005 – Jun 2020 | Led public REIT reporting and controls for a major retail real estate owner . |
| North American Scientific (NASDAQ: NASI) | Controller/Chief Accounting Officer | 2001 – 2005 | Oversaw SEC reporting and accounting in medtech operations . |
| Launch Media (NASDAQ: LAUN) | Controller | 2000 – 2001 | Built controllership and reporting processes at a digital media company . |
| PricewaterhouseCoopers | Auditor | Early career | Foundation in audit and GAAP/controls, informing later CFO/CEO roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pillar Income Asset Management, Inc. | President & Chief Executive Officer | Since May 28, 2024 | Pillar is the contractual advisor to IOR, TCI, and ARL, overseeing day‑to‑day operations . |
| Pillar Income Asset Management, Inc. | Director | Current (2025) | Current directors of Pillar include Gene S. Bertcher and Erik L. Johnson . |
| American Realty Investors (ARL) | President & CEO | Since May 28, 2024 | Sister company within the group; Johnson serves as principal executive . |
| Transcontinental Realty Investors (TCI) | President & CEO | Since May 28, 2024 | Sister company; TCI is IOR’s controlling shareholder . |
Fixed Compensation
- IOR has no employees, payroll or benefit plans and pays no compensation to its executive officers; executives (including Johnson) are compensated by Pillar, and IOR does not allocate or disclose Pillar’s cash compensation by entity .
- No options are granted by IOR to executive officers; none hold Company‑granted options .
Performance Compensation
Pillar Advisory Agreement economics governing advisor compensation that indirectly drive executive incentives:
| Component | Metric Linkage | Formula/Terms | Frequency | Notes |
|---|---|---|---|---|
| Gross Asset Fee | Asset base | 0.0625% per month of average Gross Asset Value, capped at 0.75% per annum | Monthly | Gross Asset Value = total assets per GAAP, net of depreciation/reserves, excludes intercompany receivables and assets of subsidiaries under separate advisory agreements . |
| Net Income Fee | Earnings | 7.5% per annum of Adjusted Net Income; payable quarterly post 10‑Q/10‑K filing; not cumulative | Quarterly | Adjusted Net Income = Net Income before income tax and interest on receivables from Advisor, less net income from subsidiaries subject to a Pillar advisory agreement . |
| Additional Services | Project‑based | Separate compensation for requested services beyond advisory scope | As agreed | Ancillary work compensated under negotiated terms . |
| Cash Management Agreement | Cash yield/borrowing rate | SOFR + 1% per annum, set quarterly; deposit liability and payables handled by Pillar; 60‑day termination without penalty; coterminous/auto‑renew with Advisory Agreement | Ongoing | Prior to 2024, Prime + 1%; changed effective Jan 1, 2024 to SOFR . |
Implication: While IOR does not pay executives directly, Johnson’s incentives as Pillar CEO/Director are inherently tied to IOR’s Gross Asset Value and Adjusted Net Income through the advisory fee construct, creating at‑risk pay linked to Company performance metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Outstanding | 4,066,178 as of Oct 30, 2025 . |
| Major Holder | Transcontinental Realty Investors (TCI) holds 3,436,093 shares (84.5%) . |
| Erik Johnson Direct Ownership | Not individually listed; management table shows “—%” with footnote that TCI’s directors/executives may be deemed beneficial owners under Rule 13d‑3, but expressly disclaim beneficial ownership . |
| Options/RSUs | None granted/held by IOR executive officers . |
| Pledging/Hedging | Company maintains an Insider Trading Policy and Codes of Ethics posted on its website; specific hedging/pledging prohibitions not detailed in proxy . |
| Ownership Guidelines | Not disclosed. |
Employment Terms
- Appointment: Johnson appointed President & CEO effective May 28, 2024 .
- Contract Structure: IOR operations conducted via Pillar under an Amended and Restated Advisory Agreement effective Jan 1, 2024; the agreement defines compensation and responsibilities, renews annually, and Cash Management Agreement can be terminated with 60 days’ notice .
- Severance/Change‑in‑Control: Not disclosed at IOR; executives are compensated by Pillar; no IOR employment agreements or severance/CIC terms for Johnson in proxy .
- Non‑compete/Non‑solicit/Garden leave: Not disclosed.
- Clawback: Not disclosed; general Codes of Ethics referenced .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | $3,931,000 | $7,001,000 | $4,651,000 |
- FY 2024 Net Income of $4.651 million compares to $7.001 million in FY 2023 and $3.931 million in FY 2022, indicating a decline vs. 2023 after an increase vs. 2022 .
Insider Transactions and Vesting/Selling Pressure
- No IOR equity awards to executives; therefore no Company‑granted RSU/option vesting schedules or related selling pressure for Johnson .
- Form 4 filings by affiliated 10% holders signed by Johnson as officer indicate activity in 2025, including:
- Realty Advisors, Inc. Form 4 filed 08/28/2025 (signed “By: Erik L. Johnson, President”) .
- Transcontinental Realty Investors, Inc. Form 4 filed 10/26/2025 (signed “by Erik L. Johnson, President and Chief Executive Officer”) .
- Additional aggregator references to TCI/RAI transactions in 2025 .
- Note: These filings reflect controlling shareholder transactions with Johnson as signatory, not personal sales/purchases; no Johnson personal Form 4 ownership in IOR is disclosed in the proxy .
Related Party Transactions and Governance Signals
- IOR paid Pillar $1.0 million in advisory fees and $0.3 million in cost reimbursements in 2024; related party receivables totaled $106.5 million at Dec 31, 2024 with $0.5 million interest income; notes and interest receivables from related parties were $11.5 million, reflecting significant intra‑group funding dynamics .
- Board independence and committee structures are maintained; compensation oversight pertains to the advisory contract rather than executive pay, given IOR’s advisor‑managed model .
Compensation Committee Analysis
- Compensation Committee comprises independent directors and oversees policies and the advisory agreement; IOR does not directly compensate executives, focusing the committee on advisor oversight and director fees .
- Peer group, target percentiles, or say‑on‑pay voting are not disclosed in the proxy; annual meeting proposals focus on director elections and auditor ratification .
Investment Implications
- Pay‑for‑performance alignment operates via Pillar’s fee structure: Gross Asset Value fee and a 7.5% Adjusted Net Income incentive, meaning Johnson’s economic incentives as Pillar CEO/Director are linked to IOR asset base expansion and earnings generation rather than fixed cash pay from IOR .
- Lack of direct equity grants/options to IOR executives and the controlling ownership by TCI (84.5%) reduce traditional insider selling pressure but concentrate governance power; Johnson personally disclaims beneficial ownership of TCI’s IOR shares in proxy tables .
- Significant related‑party receivables and cash management centralization at Pillar (SOFR+1%, terminable on 60 days notice) signal liquidity and governance dependencies within the group; analyst monitoring should include advisory agreement economics and related‑party balances over time .
- Performance trend: FY 2024 net income declined versus FY 2023; with advisory incentive tied to Adjusted Net Income, executive compensation via Pillar may vary accordingly, offering a quasi pay‑for‑performance linkage but with limited transparency on Johnson’s personal compensation .