John Love

About John C. Love

Independent director of Portsmouth Square, Inc. (PRSI), age 85, serving since March 5, 1998; a CPA and international hospitality and tourism consultant, retired partner at Pannell Kerr Forster, and longtime lecturer in hospitality management control systems and strategy at Golden Gate University and San Francisco State University for over 30 years . He is Chairman Emeritus of the Board of Trustees of Golden Gate University and Executive Secretary of the Hotel and Restaurant Foundation, and also serves as a director of The InterGroup Corporation (INTG), PRSI’s controlling shareholder . PRSI discloses that except for the CEO, all directors are “independent” under Nasdaq rules; Mr. Love is identified as independent .

Past Roles

External Roles

Board Governance

• Independence: PRSI states all directors other than the CEO are independent under Nasdaq rules .
• Committee memberships (PRSI):
  • Audit Committee: Member; committee members (Nance—Chair, Grunwald, Love) are independent and each meets the audit committee “financial expert” test .
  • Compensation Committee: Member; comprised of Nance—Chair, Grunwald, Love; no compensation consultants engaged; may delegate certain executive pay decisions to the CEO .
  • Nominating Committee: Member; comprised of Grunwald—Chair and Love .
  • Executive Strategic Real Estate and Securities Investment Committee: Not a member (Winfield—Chair; Grunwald; Gonzalez—Advisor) .
• Attendance and engagement: The Board held three meetings in FY2024; no director attended less than 75% of meetings during their service period; Nominating (1 meeting), Compensation (2), Audit (4), Executive (3) .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• InterGroup (INTG) holds 556,944 PRSI shares (75.9% of voting power), constituting control; Mr. Love is an INTG director .
• PRSI discloses that as INTG directors, Messrs. Winfield, Murphy, Love, and Nance share the power to direct the vote of PRSI shares owned by INTG and therefore may be deemed beneficial owners under Rule 13d-3 .

Expertise & Qualifications

• CPA and audit/financial reporting expertise; designated as meeting audit committee financial expert requirements at PRSI and INTG .
• Deep hospitality industry experience and governance leadership (Golden Gate University, Hotel and Restaurant Foundation) .

Equity Ownership

No pledging or hedging of PRSI stock by Mr. Love is disclosed; PRSI states no other related transactions requiring disclosure beyond CEO/InterGroup investment overlaps .

Governance Assessment

• Signals supporting board effectiveness:

  • Love’s audit financial expertise and long-standing CPA background align with Audit Committee oversight .
  • Documented committee engagement across Audit, Compensation, and Nominating; Board and committee meetings held and attended at acceptable thresholds (no director <75%) .
  • Presence of an SEC/Nasdaq-compliant clawback policy for executives indicates governance attention to pay-for-performance risk, albeit not director-specific .

• RED FLAGS and potential risks impacting investor confidence:

  • Controlling shareholder: InterGroup owns 75.9% of PRSI; Love’s dual directorship at INTG creates an interlock that may influence PRSI governance and voting outcomes .
  • Combined Chair/CEO roles at PRSI (Winfield): Board explicitly maintains combined leadership structure; raises oversight considerations despite committee independence .
  • Compensation Committee practices: No independent compensation consultant; committee may delegate some executive compensation decisions to CEO, which can dilute independent oversight .
  • Alignment: Director compensation is minimal, cash-only, with no equity ownership guidelines or equity grants to directors, limiting share-based alignment signals .

Director Election and Shareholder Votes

Related Party Transactions and Conflicts

• PRSI discloses that the CEO (Winfield) oversees investment activity for both PRSI and INTG, and investments can overlap; PRSI states there are no other relationships or related transactions requiring disclosure among officers, directors, 5% holders, or their families (beyond this context) .
• Audit Committee independence and financial expertise are affirmed; the Audit Committee selects and oversees the independent auditor; Audit fees totaled $95,000 and tax fees $21,000 in FY2024 .

Committee Composition and Activity Detail (PRSI)

Director Compensation (FY2024 Detail)

Directors receive $1,500 per quarter Board retainer, $500 per quarter for Audit Committee service, and out-of-pocket travel reimbursement; no equity compensation plans or outstanding director equity awards .

Independence & Attendance Snapshot

• Board composition includes a majority of independent directors; Mr. Love is independent .
• Board held three meetings in FY2024; no director below 75% attendance threshold; committees met as listed above .

Notes on Compensation Committee Governance

• No compensation consultants engaged; committee reviews published compensation studies/surveys; may recommend executive pay and form to Board; may delegate certain executive pay decisions to CEO; oversees equity plans referenced .

Summary

• Mr. Love brings strong audit/financial expertise and hospitality sector experience to PRSI’s board with long-tenured service and independent status .
• Governance risks center on the controlling shareholder (INTG) interlock and combined Chair/CEO roles; director cash-only pay without equity or ownership guidelines limits alignment signals .
• Shareholder support for Mr. Love’s election in 2025 was strong; auditor ratification passed; prior advisory say-on-pay votes were approved .