Ted R. Munselle
About Ted R. Munselle
Independent director of Income Opportunity Realty Investors, Inc. (IOR) since May 21, 2009; age 69. He is a Certified Public Accountant and was designated the Board’s Presiding Director in December 2024 to serve through the current annual meeting. He chairs the Audit Committee and is the Board’s “audit committee financial expert” under SEC rules, with accounting and financial management expertise as defined by NYSE American. He is Vice President and Chief Financial Officer of Landmark Nurseries, Inc. (since Oct 1998), with prior audit leadership roles at multiple CPA firms.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Landmark Nurseries, Inc. | Vice President & Chief Financial Officer | Since Oct 1998 | Senior finance leadership for private company |
| Applied Educational Opportunities, LLC | President | Dec 2004 – Aug 2007 | Led two Texas career training schools |
| Dallas-based CPA firms | Audit Partner | 1986 – 1998 | Public company audit leadership |
| Grant Thornton LLP | Audit Manager | 1983 – 1986 | Audit management |
| Laventhol & Horwath | Audit Staff → Supervisor | 1977 – 1983 | Audit execution and supervision |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Feb 2004 | Serves in similar capacity to Audit Chair/financial expert per Audit Committee discussion |
| Transcontinental Realty Investors, Inc. (TCI) | Director | Feb 2004 | Serves in similar capacity to Audit Chair/financial expert per Audit Committee discussion |
| Spindletop Oil & Gas Company (OTC) | Director | Feb 17, 2012 | “Unrelated” OTC company; serves in similar audit capacity |
Board Governance
- Current IOR committee assignments: Audit (Chair), Compensation (Member), Governance & Nominating (Member). He is designated Presiding Director (lead independent) as of Dec 2024.
- Independence: Board determined in March 2025 that Munselle and other named directors are independent under Company and NYSE American standards.
- Attendance and engagement:
- Board met 5 times in fiscal 2024; each director attended ≥75% of Board/committee meetings. Independent directors held 4 executive sessions in 2024.
- Committee activity 2024: Audit met 5x; Compensation met 2x; Governance & Nominating met 2x.
- Audit Committee leadership and expertise: Munselle is Audit Chair and the Board-designated “audit committee financial expert.” The committee underscored he serves in similar roles for ARL, TCI (consolidated group) and an unrelated OTC company and concluded this broad service benefits expertise without creating undue burden.
Fixed Compensation
- Structure for nonemployee directors: $5,000 annual retainer; Audit Committee Chair one-time annual fee of $500; $1,000 per day for special services; expense reimbursement. No additional annual Chair fee beyond the Audit Chair fee; meeting fees limited as described.
- 2024 fees paid (actuals) — Munselle: $5,500 total (consistent with retainer + Audit Chair fee).
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer | $5,000 | Nonemployee directors |
| Audit Chair fee | $500 | One-time annual fee |
| Special services (per day) | $1,000 | As rendered |
| 2024 total paid to Munselle | $5,500 | Reported in proxy |
Performance Compensation
- No equity awards, options, or performance-based pay disclosed for directors; compensation consists of fixed cash fees and occasional special-services fees. No director equity compensation program is described in the 2025 proxy for 2024.
| Performance Metric | Target | Outcome | Impact on Pay |
|---|---|---|---|
| Not disclosed for directors | — | — | No performance-based director pay disclosed |
Other Directorships & Interlocks
| Entity | Relationship to IOR | Interlock/Ownership Detail |
|---|---|---|
| Transcontinental Realty Investors, Inc. (TCI) | 84.50% owner of IOR | Munselle is a director of both IOR and TCI; TCI beneficially owns 3,436,093 IOR shares (84.50%). |
| American Realty Investors, Inc. (ARL) | Affiliate in consolidated group | Munselle is also a director of ARL. |
| Pillar Income Asset Management, Inc. (“Pillar”) | External advisor to IOR | IOR pays advisory fees; executives serve across IOR/ARL/TCI; independent directors oversee advisor arrangements. |
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert (SEC) with NYSE American “accounting and related financial management expertise” designation. CPA since 1980.
- Governance and oversight: Presiding Director; chairs Audit; serves on Compensation and Governance & Nominating.
- Industry experience: Real estate investment trust governance (IOR/ARL/TCI) and energy sector board role (Spindletop OTC).
Equity Ownership
- Management beneficial ownership table shows no individual percentage listed for Munselle (“—%”); directors of TCI (including Munselle) may be deemed beneficial owners of TCI’s IOR shares by virtue of positions, but expressly disclaim beneficial ownership. Shares outstanding 4,066,178 as of Oct 30, 2025.
- Top holder: TCI 84.50% (3,436,093 shares).
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Ted R. Munselle | — | —% | Deemed beneficial ownership of TCI’s IOR shares disclaimed |
| Transcontinental Realty Investors, Inc. | 3,436,093 | 84.50% | Majority owner |
- Section 16(a) compliance: All directors and officers satisfied filing requirements for FY 2024 per Company representation.
Governance Assessment
-
Strengths:
- Deep financial oversight: Audit Chair; SEC-designated financial expert; Audit Committee met 5x in 2024, with private auditor sessions and executive sessions; robust charter and pre-approval policy.
- Independent leadership: Board affirmed independence; Munselle designated Presiding Director for executive sessions and agenda-setting.
- Attendance and engagement: Board met 5x; each director attended ≥75%; independent directors held 4 executive sessions in 2024.
-
Risk factors and potential conflicts (monitoring focus for investors):
- Control shareholder and advisor interlocks: TCI owns 84.50% of IOR; Pillar is external advisor to IOR/ARL/TCI; Munselle sits on ARL and TCI boards, creating structural related-party exposure despite independence determinations and charter safeguards requiring independent director approval for related-party transactions.
- Related-party transactions and balances: Advisory fees to Pillar ($1.0m in 2024) and cost reimbursements ($0.3m); significant related-party receivables ($106.5m at 12/31/24) and interest income ($0.5m), underscoring reliance on affiliates and the importance of Audit/Compensation Committee rigor.
- Multi-entity audit leadership: Audit Committee noted Munselle’s similar roles across four entities and concluded this benefits expertise; investors should monitor workload and potential time constraints, though the committee explicitly determined no undue burden.
-
Alignment considerations:
- Minimal direct ownership and no director equity program disclosed; director pay is modest cash retainers with no performance linkage, which limits direct equity alignment but reduces pay-related conflicts.
-
Stockholder communications: The proxy directs communications to Munselle (as Presiding Director) via a PO Box, indicating a defined channel for independent director engagement.