Louis Corna
About Louis Corna
Louis J. Corna, age 78, serves as Executive Vice President, General Counsel, Tax Counsel, and Secretary of Income Opportunity Realty Investors, Inc. (IOR), American Realty Investors, Inc. (ARL), and Transcontinental Realty Investors, Inc. (TCI) since January 31, 2004; he is also a Certified Public Account . He previously served as Executive Vice President and CFO (June–October 2001) and Senior Vice President–Tax (April–June 2001) at ARL, and as CFO of IOR in 2001; at Pillar Income Asset Management (Pillar), he has been Executive Vice President, General Counsel/Tax Counsel since March 2011 and Secretary since December 2010 . The company discloses no executive pay or option grants to its officers; executives are employed and compensated by Pillar, with no direct remuneration from IOR, and hold no options granted by IOR . Performance-pay levers are embedded at the advisor level: Pillar’s fees depend on Gross Asset Value (0.75% per annum) and 7.5% of Adjusted Net Income, payable quarterly following filings, aligning advisor compensation to asset base and adjusted net income performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ARL | Executive Vice President & Chief Financial Officer | Jun–Oct 2001 | Finance leadership for ARL |
| ARL | Senior Vice President – Tax | Apr–Jun 2001 | Tax leadership for ARL |
| IOR | Executive Vice President, General Counsel, Tax Counsel & Secretary | Since Jan 31, 2004 | Legal, tax, and corporate secretary responsibilities across IOR |
| IOR | Executive Vice President & Chief Financial Officer | 2001 | Interim finance oversight at IOR |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pillar Income Asset Management | Executive Vice President, General Counsel/Tax Counsel | Since Mar 2011 | Advisor-side legal/tax leadership for IOR/ARL/TCI |
| Pillar Income Asset Management | Secretary | Since Dec 2010 | Corporate governance and secretarial duties at advisor |
Fixed Compensation
| Component | Company-level treatment | Notes |
|---|---|---|
| Base salary | Not paid by IOR | Executives are employed and compensated solely by Pillar; IOR pays no compensation to executive officers |
| Cash bonus | Not paid by IOR | Compensation determined solely by Pillar; not allocated among advised entities |
| Benefits/perquisites | Not paid by IOR | No IOR payroll/benefit plans for executive officers |
| Options (IOR-granted) | None | “None of the executive officers… hold any options granted by the Company” |
Performance Compensation
| Metric | Definition | Fee formula | Payment/vesting |
|---|---|---|---|
| Gross Asset Value | Total assets per U.S. GAAP less amortization/depreciation/depletion and valuation reserves; excludes intercompany receivables from Pillar and assets of subsidiaries under separate advisory agreements | 0.0625% per month of average Gross Asset Value (capped at 0.75% per annum) | Calculated on Company financials; ongoing advisor fee |
| Adjusted Net Income | Net income before income tax and interest on receivables from the Advisor, less net income from subsidiaries subject to Pillar advisory | 7.5% per annum of Adjusted Net Income | Payable quarterly following Form 10-Q/10-K filing; not cumulative year-to-year |
| Additional services | As requested | Separately compensated on agreed terms | Case-by-case |
Note: The performance compensation shown above applies to Pillar (IOR’s contractual advisor). IOR does not pay direct performance compensation to executive officers; their compensation is determined and paid by Pillar .
Equity Ownership & Alignment
| Holder | Amount and Nature | Approx. % of Class | Notes |
|---|---|---|---|
| Louis J. Corna | — | —% | Executive officers and directors may be deemed beneficial owners of shares owned by TCI due to positions; they expressly disclaim beneficial ownership |
| Transcontinental Realty Investors, Inc. (TCI) | 3,436,093 | 84.50% | Controlling holder as of Oct 30, 2025 |
| Realty Advisors, Inc. | 269,299 | 6.62% | Significant holder |
| Shares outstanding | — | 4,066,178 | Shares outstanding on record date Oct 30, 2025 |
- Pledging/hedging: Not disclosed in the proxy; company references a general Insider Trading Policy hosted on its website but specific pledging by Mr. Corna is not disclosed .
- Options and RSUs at IOR: None held/none granted to executive officers by IOR .
- Ownership guidelines compliance: Not disclosed for executive officers; governance guidelines for directors mention equity holding willingness in candidate evaluation .
Employment Terms
- Employer: Pillar Income Asset Management; IOR has no employees, payroll, or benefit plans for executive officers .
- Employment agreement with IOR: Not applicable; no IOR executive compensation or option grants .
- Severance/change-of-control: Not disclosed for Mr. Corna at IOR; compensation and employment terms are determined solely by Pillar .
- Clawbacks/tax gross-ups: Not disclosed for executive officers; Company has Codes of Ethics posted online, but compensation clawback specifics are not disclosed in the proxy .
Investment Implications
- Alignment: Mr. Corna has no disclosed direct ownership and holds no IOR-granted options; executive compensation is paid by Pillar, not IOR, reducing direct pay-for-performance linkage at the registrant level . Advisor-level incentives tie pay to Gross Asset Value and Adjusted Net Income, emphasizing asset base and adjusted earnings, which may guide capital allocation and reporting focus .
- Insider selling pressure: Minimal for Mr. Corna specifically given no disclosed direct holdings; however, control resides with TCI at 84.5% of shares, which drives float and voting outcomes independently of management holdings .
- Retention risk: Employment terms (severance/change-of-control) for Mr. Corna are not disclosed at IOR; compensation and employment are determined by Pillar, making retention and incentive details opaque at the registrant level .
- Governance/compensation oversight: Compensation Committee composed of independent directors, but IOR pays no executive compensation; committee oversight primarily addresses advisor arrangements and director pay rather than executive pay packages .