Robert A. Jakuszewski
About Robert A. Jakuszewski
Robert A. Jakuszewski, age 63, is an independent director of Income Opportunity Realty Investors, Inc. (IOR). He has served on IOR’s board since March 16, 2004 and currently chairs the Governance and Nominating Committee, with additional service on the Audit and Compensation Committees . The Board affirmatively determined him to be independent under IOR’s Corporate Governance Guidelines in March 2025, and he attended at least 75% of Board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivy Rehab (Chicago area) | Business Development Manager | Since June 2025 | Commercial healthcare business development |
| Artesa Labs | Territory Manager | Apr 2015 – May 2025 | Sales leadership |
| VAYA Pharma, Inc. | Medical Specialist | Jan 2014 – Apr 2015 | Therapeutic products specialist |
| Vein Clinics of America | Senior Medical Liaison | Jan 2013 – Jul 2013 | Clinical liaison |
| New Horizons Communications, Inc. | VP Sales & Marketing | Sep 1998 – Dec 2012 | Commercial growth and marketing leadership |
| New Horizon Communications, Inc. | Consultant | Jan 1998 – Sep 1998 | Consulting engagement |
| Continental Funding | Regional Sales Manager | 1996 – 1998 | Regional sales management |
| Sigvaris, Inc. | Territory Manager | 1992 – 1996 | Territory sales management |
| Mead Johnson Nutritional Division, USPNG | Senior Sales Representative | 1988 – 1992 | Nutritional products sales |
| Muro Pharmaceutical, Inc. | Sales Representative | 1986 – 1987 | Pharmaceutical sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Since Nov 22, 2005 | Interlock with IOR and TCI |
| Transcontinental Realty Investors, Inc. (TCI) | Director | Since Nov 22, 2005 | Interlock; TCI holds ~84.5% of IOR |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Governance & Nominating Committee Chair .
- Independence: Board affirmed independence of Jakuszewski in March 2025 under Corporate Governance Guidelines .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings; independent directors held 4 executive sessions .
- Presiding/Lead Independent Director: Ted R. Munselle designated to preside over executive sessions until the 2025 Annual Meeting .
- Committee activity levels (FY 2024): Audit Committee met 5 times; Compensation Committee met 2 times; Governance & Nominating Committee met 2 times .
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Annual retainer (nonemployee directors) | $5,000 | Standard retainer; cash only |
| Special services fee | $1,000 per day | For services outside ordinary director duties |
| Audit Committee Chair fee | $500 | One-time annual fee (Chair only; Munselle) |
| Reimbursements | Actuals | Travel and company-related expenses reimbursed |
| 2024 total director fees (aggregate) | $17,930 | Aggregate fees paid to nonemployee directors |
| 2024 fee to Robert A. Jakuszewski | $5,000 | Portion of aggregate paid to Robert |
No equity grants, meeting fees, or committee membership fees (other than Audit Chair fee) are disclosed for directors; compensation is primarily cash-based .
Performance Compensation
| Metric | Target | Actual | Measurement Period | Notes |
|---|---|---|---|---|
| Performance-based equity (RSUs/PSUs) | N/A | N/A | N/A | No performance equity disclosed for directors |
| Cash bonus tied to metrics | N/A | N/A | N/A | No bonuses tied to performance metrics disclosed for directors |
The Company pays directors modest fixed retainers and per diem for special services; no TSR, EBITDA, or ESG-linked metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|---|
| ARL | Public | Director | Not disclosed | Shared directorships among IOR, ARL, TCI |
| TCI | Public | Director | Not disclosed | TCI owns ~84.5% of IOR; governance influence risk |
| IOR | Public | Director | Audit; Compensation; Governance Chair | Direct governance role at IOR |
Expertise & Qualifications
- Extensive commercial and healthcare sales leadership and business development experience across medical, pharmaceutical, and nutrition sectors .
- Governance experience as long-serving director at IOR, ARL, and TCI; currently chairs Governance & Nominating Committee at IOR .
- Audit Committee service; participates in Audit Committee oversight including annual report endorsement dated Aug 7, 2025 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert A. Jakuszewski | — | —% | Footnote indicates directors of TCI may be deemed beneficial owners due to positions; directors expressly disclaim beneficial ownership |
| TCI (beneficial owner) | 3,436,093 | 84.50% | TCI is controlling stockholder of IOR |
The management ownership table lists directors, including Jakuszewski, with “—%” and attributes deemed beneficial ownership to shares held by TCI; directors disclaim beneficial ownership of such shares .
Governance Assessment
- Strengths:
- Independent status affirmed; chairs Governance & Nominating Committee; regular executive sessions; Presiding Director structure in place .
- Audit Committee structure meets NYSE American and SEC independence/financial literacy standards; clear chartered responsibilities; 5 meetings in 2024 .
- Concerns / RED FLAGS:
- Control shareholder: TCI holds ~84.5% of IOR, potentially concentrating influence over director elections and governance outcomes .
- Extensive related-party ecosystem: Advisor Pillar and property manager/broker Regis are affiliates, with advisory fees ($1.0 million in 2024), reimbursements ($0.3 million), large related-party receivables ($106.5 million), and interest income from related parties ($0.5 million); notes and interest receivables due from related parties of $11.5 million at year-end 2024 .
- Directors across IOR/ARL/TCI interlocks could create perceived conflicts, albeit subject to independence determinations and related-party transaction restrictions requiring independent director approval .
- Mitigations:
- Corporate Governance Guidelines address independence; Board annually reviews independence and related transactions; Article FOURTEENTH requires majority of independent directors to authorize/ratify related-party transactions as “fair” to the Company .
Insider Trades
| Date | Form | Shares | Price | Type | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | Company states all Section 16(a) filing requirements were satisfied for FY 2024; no late filings disclosed |
No specific Form 4 transactions for Jakuszewski are disclosed in the 2025 proxy; Section 16(a) compliance is affirmed .
Committee Activity Detail (FY 2024)
| Committee | Role | Chair | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Member | Ted R. Munselle | 5 | Committee complies with NYSE American and SEC standards; audit report signed Aug 7, 2025 by members including Jakuszewski |
| Compensation | Member | Fernando Victor Lara Celis | 2 | Charter maintained since 2004; committee independent; covers CEO succession and advisor compensation oversight |
| Governance & Nominating | Chair (Jakuszewski) | Robert A. Jakuszewski | 2 | Oversees corporate governance policies, board evaluations, and independence reviews |
Director Compensation Mix Analysis
- Cash-only structure at low retainer levels ($5,000) with limited incremental fees, and no disclosed equity grants or performance pay for directors—reduces pay complexity but offers limited ownership alignment .
- Longstanding fee framework reduced in 2010 to current levels; no recent increases disclosed—signals cost sensitivity but may under-incentivize engagement relative to governance complexity and affiliate transactions oversight .
Related-Party Transactions & Conflicts
- Advisor: Pillar serves under Amended Advisory Agreement (effective Jan 1, 2024) with gross asset fee (0.0625% per month, capped at 0.75% per annum) and 7.5% of Adjusted Net Income; cash management via Pillar at SOFR-based rate since Jan 1, 2024 .
- Property management and brokerage: Regis (affiliate) manages properties and provides brokerage on sliding fee scales .
- 2024 economics: Advisory fees $1.0 million; cost reimbursements $0.3 million; interest income from related parties $0.5 million; receivables from related parties $106.5 million; notes and interest receivables due from related parties $11.5 million; interest rate changed from Prime+1% to SOFR in 2024 .
- Controls: Article FOURTEENTH requires independent director approval and fairness determination for related-party transactions; independence definition excludes advisor-affiliated individuals .
Notes on Say-on-Pay and Peer Group
- The Company has no employees and pays no executive officer compensation directly; directors’ fees are the primary remuneration disclosed. No say-on-pay history, compensation peer group, or target percentile benchmarking is disclosed in the proxy .
Summary Implications for Investors
- Jakuszewski is an experienced independent director with long tenure and committee leadership at IOR, but governance risks stem from control shareholder influence and extensive affiliate transactions requiring vigilant independent oversight .
- Modest, cash-only director pay and lack of equity ownership may limit direct alignment; however, independence reviews, executive sessions, and committee activity provide structural mitigants .