Henry A. Butler
About Henry A. Butler
Henry A. Butler (age 75) serves as Independent Chairman of the Board of Income Opportunity Realty Investors, Inc. (IOR). He has been a director since February 8, 2011 and Chairman of the Board since May 12, 2011, with a long background in real estate brokerage and affiliate leadership roles across IOR’s extended group structure . The Board affirmatively determined in March 2025 that Butler is independent under the Company’s Corporate Governance Guidelines despite his chair position and prior affiliations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pillar Income Asset Management, Inc. (Advisor to IOR) | Retired Broker – Land Sales | July 2003–Apr 30, 2019 (via Prime 2003–2011, Pillar 2011–2019) | Real estate transactions for affiliates |
| Basic Capital Management, Inc. | Broker – Land Sales | 1992–Jun 2003 | Real estate brokerage |
| Butler Interests, Inc. | Owner/Operator | 1989–1991 | Entrepreneurial leadership |
| American Realty Investors, Inc. (ARL) | Vice President | Jan 21, 1994–Apr 30, 2019 | Executive role at affiliate |
| Transcontinental Realty Investors, Inc. (TCI) | Vice President | Feb 1, 2011–Apr 30, 2019 | Executive role at controlling stockholder affiliate |
| Income Opportunity Realty Investors, Inc. (IOR) | Vice President | Feb 8, 2011–Apr 30, 2019 | Executive role prior to current independence status |
External Roles
| Company | Role | Tenure | Notes/Interlock Significance |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director (since Jul 2003); Chairman of the Board (since May 2009) | 2003–present (director); 2009–present (Chair) | Affiliate of IOR; shared governance across group |
| Transcontinental Realty Investors, Inc. (TCI) | Director (since Nov 2005); Chairman of the Board (since May 2009) | 2005–present (director); 2009–present (Chair) | TCI owns ~84.5% of IOR; significant control interlock |
Board Governance
- Status and roles: Independent Chairman of the Board; not assigned to Audit, Compensation, or Governance & Nominating Committees per the committee matrix .
- Committee structure and chairs: Audit (Chair: Ted R. Munselle; Audit Committee Financial Expert), Compensation (Chair: Fernando Victor Lara Celis), Governance & Nominating (Chair: Robert A. Jakuszewski) .
- Presiding/Lead Independent Director: Ted R. Munselle designated Presiding Director in December 2024 through the 2024-cycle annual meeting; independent directors held four executive sessions in 2024 .
- Attendance: The Board met five times in fiscal 2024; each director attended at least 75% of Board and committee meetings of which they were a member .
- Board size and slate: Four-director slate continued for election at the December 10, 2025 Annual Meeting .
Fixed Compensation
| Component | Policy | 2024 Actual – Butler |
|---|---|---|
| Annual retainer (nonemployee directors) | $5,000 annual retainer (excludes Chairman); travel/expense reimbursement | N/A (Chairman does not receive an additional annual fee) |
| Chairman of the Board | Paid a fee per meeting attended; no additional annual fee | $2,430 total director fees in 2024 |
| Committee chair fee (Audit) | One-time annual fee of $500 to Audit Committee Chair | N/A (Butler is not Audit Chair) |
| Special services | $1,000 per day for special services outside ordinary duties (independent directors) | Not disclosed for Butler |
Performance Compensation
| Performance-linked element | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), stock options, cash bonus | None disclosed for directors; compensation is retainers/meeting/special services only |
| Performance metrics, vesting schedules, clawbacks | Not disclosed/applicable for directors in the proxy |
Other Directorships & Interlocks
| Entity | Relationship to IOR | Butler’s Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Transcontinental Realty Investors, Inc. (TCI) | Beneficial owner of ~84.5% of IOR outstanding shares | Director since 2005; Chairman since 2009 | High-control interlock; Butler serves as Chair at controlling stockholder |
| American Realty Investors, Inc. (ARL) | Affiliate in the group structure | Director since 2003; Chairman since 2009 | Affiliate interlock; shared leadership roles among IOR directors |
Expertise & Qualifications
- Real estate brokerage and transactions expertise across multiple decades (BCM, Prime/Pillar) with leadership roles at ARL, TCI, and prior VP at IOR, aligning with IOR’s investment and advisory-driven business model .
- Long-tenured governance leadership as Chairman at IOR, ARL, and TCI; experienced with related-party structures and advisor oversight common to external-advised real estate vehicles .
Equity Ownership
| Metric | Disclosure |
|---|---|
| Direct beneficial ownership (shares) | Not separately reported; Butler shown with “—%” of class in Security Ownership of Management table |
| Ownership percentage | “—%” (based on 4,066,178 shares outstanding as of Oct 30, 2025) |
| Deemed beneficial ownership via TCI | Footnote indicates directors of TCI (including Butler) may be deemed beneficial owners by virtue of positions but expressly disclaim beneficial ownership of TCI’s IOR shares |
| Concentrated control context | TCI holds ~3,436,093 shares (~84.5%); Realty Advisors, Inc. holds ~269,299 shares (~6.62%) |
Governance Assessment
Key findings for investors:
- Independence and role: Butler is formally independent and serves as non-executive Chairman; he is not on any Board committees at IOR, which helps preserve committee independence but centralizes leadership influence in the chair role .
- Attendance and engagement: Board met 5 times in 2024 with each director ≥75% attendance; independent directors held 4 executive sessions—acceptable baseline for engagement .
- Compensation alignment: Director pay is nominal (Chair per-meeting, others $5,000 annual), with Butler receiving $2,430 in 2024—low cash compensation and no equity suggests limited direct pay-risk or misalignment via stock awards; however, absence of equity also limits “skin in the game” at the director level .
- Control and interlocks: TCI controls ~84.5% of IOR and Butler concurrently serves as Chairman at TCI and ARL, creating significant interlocks and potential conflicts in any related-party matters or strategic decisions involving affiliates .
- Related-party exposure: IOR is externally advised by Pillar (affiliated), utilizes affiliated property management/brokerage (Regis), paid ~$1.0m advisory fees and ~$0.3m reimbursements in 2024, and carried substantial related-party receivables (e.g., $106.5m receivables from related parties; ~$11.5m notes/interest receivable), underscoring ongoing conflict-management and oversight needs for independent directors .
- Process safeguards: Company charter requires independent director approval for related-party transactions, offering a procedural control; Butler’s lack of committee roles means audit/compensation/governance gatekeeping falls to other independents (Munselle, Lara, Jakuszewski) .
Potential red flags:
- Structural conflicts: Combined role as independent Chairman at IOR and Chairman at controlling stockholder TCI (and ARL) raises persistent conflict-of-interest risk in affiliate transactions, despite formal independence determinations and charter safeguards .
- High related-party balances: Significant affiliate receivables and ongoing advisory/management/brokerage relationships with affiliates require rigorous independent oversight; investors should monitor committee activity and disclosures in future filings .
Supporting context:
- Section 16(a) compliance: Company states all required beneficial ownership filings were satisfied for 2024 .
- Director stock guideline disclosure: The proxy’s nomination criteria reference willingness to meet any minimum equity holding guideline but do not disclose a numeric director stock ownership guideline .
Appendix: Relevant Structures and Transactions (Conflict Context)
- Advisory agreement: Pillar serves as advisor; amended and restated effective January 1, 2024 with fee components including 0.75% annual Gross Asset Fee and 7.5% Net Income Fee (Adjusted Net Income), plus separate fees for additional services .
- Cash management: Pillar cash management agreement; rate moved from Prime+1% to SOFR-based from January 1, 2024 .
- Property management and brokerage: Regis (affiliate) manages properties (≤3% monthly rent fee; leasing commissions ≤6%) and provides brokerage under a sliding fee scale (2–4.5%) .
- 2024 related-party economics: ~$1.0m advisory fees; ~$0.3m cost reimbursements; ~$0.5m interest income from related parties; ~$106.5m receivables from related parties at year-end 2024; ~$11.5m notes and interest receivable at year-end 2024 .
All data points above are cited to the IOR 2025 Definitive Proxy Statement (DEF 14A) and related sections: