Ann Marie Blair
About Ann Marie Blair
Ann Marie Blair, age 37, serves as Treasurer and Controller (Principal Financial Officer) of Portsmouth Square, Inc. (“PRSI”) and holds the same roles at its parent, The InterGroup Corporation; she was appointed effective July 6, 2023 . Prior to joining PRSI, she served as Chief Financial Officer in the advertising technology industry and holds a B.S. in Accounting and an MBA from Cumberland University . The company’s disclosures report no legal proceedings involving her or other executive officers requiring disclosure . Company pay-versus-performance data show a depressed total shareholder return (TSR) during recent years ($0.11 value of a fixed $100 investment in FY2023–FY2024 vs. $0.35 in FY2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advertising technology industry (company not disclosed) | Chief Financial Officer | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The InterGroup Corporation (parent) | Treasurer and Controller | Since July 6, 2023 | Not disclosed |
Fixed Compensation
PRSI reports compensation details only for Named Executive Officers (PEO and President). Ms. Blair is not presented as a Named Executive Officer in the Summary Compensation Table, and her base salary, target bonus %, and actual bonus amounts are not disclosed. PRSI discloses it has: no stock option plan or stock appreciation rights for executive officers; no pension or long-term incentive plans; and no employment contracts or termination-of-employment/change-in-control arrangements for any executive officer .
| Component | FY 2024 | FY 2023 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed | Blair not a disclosed NEO |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid | Not disclosed | Not disclosed | Not disclosed |
| Pension/SERP | None | None | No pension/SERP plans |
| Equity Plan Availability | None | None | No stock option or equity comp plans |
Performance Compensation
No performance-based compensation structure is disclosed for Ms. Blair. Company-level disclosures indicate the CEO’s historical performance-based program is tied to net investment gains relative to Prime+2%, but the CEO did not earn such compensation in FY2024 or FY2023; this program is specific to the CEO and was established in 2004 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Blair | — | — | — | — | — |
Clawback: PRSI adopted a Nasdaq Rule 5608 / SEC Rule 10D‑1 clawback policy effective December 1, 2023; it applies to “Executive Officers,” explicitly including the Principal Financial Officer and Controller, covering incentive-based compensation received on/after October 2, 2023 with recovery upon an accounting restatement .
Equity Ownership & Alignment
PRSI’s proxies do not provide an individual beneficial ownership line item for Ms. Blair. The company reports majority control by InterGroup (approx. 75–76% voting power over time) and notes no other related-party transactions requiring disclosure beyond the CEO’s investment oversight . With respect to equity incentives and selling pressure, PRSI states it has no equity compensation plans in effect and no outstanding equity awards at fiscal year-end, implying no vesting schedules to trigger insider selling .
| Item | Status |
|---|---|
| Total beneficial ownership (shares) | Not disclosed for Blair |
| Ownership as % of shares outstanding | Not disclosed for Blair |
| Vested vs unvested shares | Not applicable; no equity awards outstanding |
| Options exercisable/unexercisable | Not applicable; no option plans |
| Shares pledged as collateral | Not disclosed for Blair |
| Stock ownership guidelines | Not disclosed |
| Compliance status | Not disclosed |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | July 6, 2023 |
| Contract term / expiration | None; no employment contracts for any executive officer |
| Auto-renewal clause | Not applicable |
| Severance provisions | None; no termination-of-employment arrangements |
| Change-of-control provisions | None; no change-in-control arrangements |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Post-termination consulting | Not disclosed |
| Clawback policy | Effective Dec 1, 2023; applies to PFO/Controller |
Company Performance During Blair’s Tenure (Annual)
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues | $42.0M | $41.9M | $46.4M |
| EBITDA | $5.78M* | $4.07M* | $7.41M* |
| EBIT | $3.06M | $0.67M | $3.87M |
| Net Income | $(13.20)M* | $(11.38)M* | $(9.11)M* |
| Total Debt | $125.77M* | $129.66M* | $141.61M* |
| Total Assets | $41.10M | $41.40M | $46.92M |
TSR context (Pay vs Performance disclosure):
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | $0.35 | $0.11 | $0.11 |
*Values retrieved from S&P Global.
Compensation Committee Analysis
- Committee composition: Nance (Chair), Grunwald, Love; two meetings in FY2024 (FY2023 in prior proxy); no compensation consultants were engaged; Board may delegate compensation determinations to the CEO for certain officers .
- Audit Committee (for governance context): Nance (Chair), Grunwald, Love; Withum appointed as auditor; FY2024 total fees $116,000 (audit $95k; tax $21k) .
- Code of Ethics applies to principal executive, financial, and accounting officers; amendments/waivers to be disclosed on Form 8-K .
Say‑on‑Pay & Shareholder Feedback
- FY2024 Annual Meeting: shareholders approved (non-binding) the compensation of Named Executive Officers .
- Historical support: FY2016 meeting yielded more than 99% approval for say‑on‑pay and preference for triennial (three-year) frequency .
- Frequency recommendation: PRSI recommends a three-year say‑on‑pay frequency to align with long-term performance focus .
Risk Indicators & Red Flags
- Legal proceedings: none requiring disclosure for directors or executive officers .
- Related-party transactions: none requiring disclosure beyond CEO/parent investment oversight; majority control by InterGroup noted in ownership tables .
- Equity award repricing/underwater options: not applicable; no equity comp plans or outstanding awards .
- Clawback: robust Rule 10D‑1 compliant recovery policy effective Dec 1, 2023; includes PFO/Controller .
- Section 16 compliance: company believes all filing requirements were complied with in FY2024 .
Investment Implications
- Alignment: Absence of equity compensation plans and outstanding awards indicates no vesting-driven selling pressure; clawback policy applies to Blair as PFO/Controller, strengthening recourse on any restatement-linked incentives .
- Retention risk: With compensation only disclosed for NEOs and no employment agreements or severance/change‑in‑control protections for executive officers, Blair’s retention levers appear primarily cash‑based and policy‑governed rather than long‑term equity‑linked .
- Performance context: Revenues grew FY2023→FY2025 while losses narrowed; TSR disclosures show depressed levels in FY2023–FY2024, suggesting investor focus on operational improvement and balance sheet stewardship during Blair’s finance tenure .
- Monitoring: Watch for any adoption of equity plans, updates to ownership disclosures for Blair, and future Section 16 filings; continue tracking pay-versus-performance tables and TSR trends for alignment signals .