John Winfield
About John Winfield
John V. Winfield (age 78) is Chairman of the Board and Chief Executive Officer of Portsmouth Square, Inc. (PRSI), serving on the Board since 1996; he is also Chairman, President, and CEO of PRSI’s parent company, The InterGroup Corporation, roles he has held since 1987 . PRSI’s pay-versus-performance disclosure shows CEO total compensation of $433,000 in FY2024 (and $751,000 in FY2023), cumulative TSR measured as the “Value of Initial Fixed $100 Investment” at $0.11 in both FY2024 and FY2023, and net income of $(13,203) thousand in both periods, indicating weak shareholder returns and negative profitability over the disclosed window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Portsmouth Square, Inc. | Chairman of the Board and Chief Executive Officer | Director since 1996; current officer | Long-tenured leadership overseeing strategy and investment policy; board cites his entrepreneurial/investor experience as rationale for directorship . |
| Portsmouth Square, Inc. | President | Through May 2021 (start not disclosed) | Transitioned presidency to David C. Gonzalez in May 2021 to delineate operating leadership; Winfield remained Chair/CEO . |
| Executive Strategic Real Estate and Securities Investment Committee (PRSI) | Chairperson | Established Feb 26, 2020; active in FY2024 | Sets and reviews company investment policy; committee held three meetings in FY2024 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The InterGroup Corporation (parent of PRSI) | Chairman, President, and CEO | Since 1987 | Controls and oversees parent investment activity; as 70.1% beneficial shareholder of InterGroup, he has voting/dispositive power over InterGroup’s PRSI stake, concentrating control at PRSI . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Salary (includes $6,000 director fee) | $433,000 | $433,000 |
| Cash Bonus | $318,000 | $0 |
| Stock/Option Awards | None granted | None granted |
| Pension/LTIP | None | None |
| Total | $751,000 | $433,000 |
Notes:
- PRSI reports no stock option plan, no stock appreciation rights, no pension, and no long-term incentive plans for executives .
Performance Compensation
| Component | Metric | Hurdle/Target | Payout Formula | Actual Payout FY2023 | Actual Payout FY2024 | Vesting/Timing |
|---|---|---|---|---|---|---|
| CEO investment program | Net investment gains on PRSI securities portfolio | Prime Rate (WSJ) + 2% annual return | 20% of gains above hurdle; quarterly calculation; loss carryforward (no payout until losses recouped) | $0 (no payout earned) | $0 (no payout earned) | Paid quarterly when earned; no equity vesting |
Notes:
- The Board may modify or terminate this performance-based program at its discretion .
Equity Ownership & Alignment
| Holder/Capacity | Shares | % of Class | Detail |
|---|---|---|---|
| John V. Winfield – direct ownership | 18,641 | 2.5% | Directly owned as of April 1, 2025 . |
| InterGroup (parent) – owned | 556,944 | 75.9% | Winfield is President, Chairman, and a 70.1% beneficial shareholder of InterGroup and has voting/dispositive power over these shares . |
| Total beneficial (Winfield deemed, incl. InterGroup) | 575,585 | 78.4% | Based on 734,187 shares outstanding; Rule 13d-3 deeming applies due to InterGroup control and overlapping directors . |
| Shares outstanding (reference) | 734,187 | 100.0% | Denominator for ownership calculations . |
| Equity awards outstanding (Company) | — | — | PRSI has no equity compensation plans and no outstanding equity awards at FY2024 year-end . |
| Pledging/Hedging | Not disclosed | — | No pledging/hedging policy disclosure found in the proxy . |
Implications:
- Extremely high beneficial ownership via InterGroup tightly aligns control but raises minority-holder governance concerns; limited equity issuance means minimal forced-selling from vesting cycles .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreement | None; no employment contracts with any executive officer . |
| Severance / Change-in-control | None; no termination-of-employment or change-in-control arrangements . |
| Clawback policy | Adopted; applies to “Incentive-based Compensation” tied to financial reporting measures; recovery upon “Accounting Restatement” per SEC Rule 10D-1/Nasdaq Rule 5608; effective Dec. 1, 2023 . |
| Non-compete / Non-solicit / Garden leave | Not disclosed in proxy . |
| Deferred compensation / SERP | None disclosed . |
| Perquisites / Tax gross-ups | Not disclosed; no gross-up language noted . |
Board Governance and Director Service
- Dual role: Chairman and CEO; Board argues combined role is appropriate given history and Winfield’s experience; asserts committee structures maintain independence; separation deemed unnecessary at this time .
- Committees:
- Compensation: Nance (Chair), Grunwald, Love; two meetings in FY2024; no consultants used; may delegate certain comp decisions to CEO .
- Audit: Nance (Chair), Grunwald, Love; all independent; four meetings in FY2024 .
- Nominating: Grunwald (Chair), Love; one meeting in FY2024 .
- Executive Strategic Real Estate and Securities Investment: Winfield (Chair), Grunwald; Gonzalez (Advisor); three meetings in FY2024 .
- Independence: All directors except Winfield are “independent” under NASDAQ standards (though PRSI is unlisted) .
- Board meetings/attendance: Board held three meetings in FY2024; no director attended less than 75% of meetings .
- Director compensation: $1,500 per quarter ($6,000/year) retainer; Audit Committee members receive $500 per quarter; Winfield’s director fees included in his SCT compensation .
Director Compensation (FY2024 reference)
| Name | Fees Earned/Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| John V. Winfield (as director; included in SCT) | $6,000 | — | $6,000 |
Pay Versus Performance (Company disclosure)
| Year | PEO (CEO) SCT Total | Compensation Actually Paid to PEO | Avg SCT Total for Non-PEO NEOs | Avg Comp Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on TSR | Net Income (Loss), $000s |
|---|---|---|---|---|---|---|
| 2023 | $751,000 | $751,000 | $384,000 | $384,000 | $0.11 | $(13,203) |
| 2024 | $433,000 | $433,000 | $173,000 | $173,000 | $0.11 | $(13,203) |
Related Party Considerations
- PRSI encourages co-investing alongside InterGroup and/or Winfield in the same companies, citing alignment of personal resources; Winfield oversees investment activity at both PRSI and InterGroup, presenting potential conflicts that the company acknowledges but frames as alignment .
- Section 16 compliance: Company states all applicable insider ownership filing requirements were complied with in FY2024 .
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay support: More than 99% approval at the 2016 meeting; shareholders chose triennial frequency overwhelmingly; say-on-pay approved again at the 2023 annual meeting (held May 20, 2024) .
Performance & Track Record Highlights
- Governance/tenure: Director since 1996; Chair/CEO role persists; majority voting control via InterGroup .
- Operating/financial results: Net losses of $(13.2) million for FY2023 and FY2024; TSR measure shows poor cumulative value ($0.11 on initial $100) over disclosed periods; no CEO performance program payout in FY2023–FY2024 .
Compensation Structure Analysis
- Heavy cash orientation with no equity programs: No stock options, RSUs, PSUs, or LTIPs; no outstanding equity awards at FY2024 year-end .
- Variable pay linkage: CEO has a formulaic investment return plan (20% of gains above Prime+2% with loss carryforward) but it paid $0 in FY2023–FY2024, indicating no realized performance incentive in recent periods .
- Discretionary/cash bonus variability: Cash bonus was $318,000 in FY2023 and $0 in FY2024; proxy does not disclose bonus metrics beyond the investment program .
Risk Indicators & Red Flags
- Control/independence: Dual Chair/CEO structure and beneficial control of ~78.4% of shares via InterGroup; while board cites independence of other directors, concentrated control is a governance risk for minority holders .
- Related-party co-investing: Explicit acknowledgment that PRSI and InterGroup (also led by Winfield) may invest in the same companies; potential conflict area .
- Incentive alignment risk: Absence of equity plans limits long-term equity alignment and removes vesting-linked retention mechanisms (also dampens automatic selling pressure from vesting) .
- Legal/say-on-pay: No legal proceedings requiring disclosure; say-on-pay history supportive (not a red flag) .
Equity Ownership Guidelines, Pledging, Hedging
- Ownership guidelines: Not disclosed .
- Pledging/hedging: Not disclosed; no pledging policy language found in proxy .
Compensation Committee Oversight
- Members/independence: Compensation Committee comprises independent directors; two meetings in FY2024; no external compensation consultants; authority may be delegated to the CEO for certain executives, which can present governance concerns .
External Directorships & Interlocks
- InterGroup overlap: Multiple PRSI directors (including Winfield) also serve on InterGroup’s board; Winfield is InterGroup’s CEO/Chair/President and controlling shareholder, reinforcing interlocks and control .
Investment Implications
- Alignment and control: Winfield’s effective control via InterGroup (78%+ beneficial) tightly aligns his influence with outcomes but heightens minority governance risk; dual Chair/CEO role consolidates power .
- Incentive structure and trading signals: No equity awards or vesting schedules reduce mechanical insider selling pressure; the only performance-linked pay is tied to investment returns and paid in cash, which delivered $0 in FY2023–FY2024 and offers limited long-term equity alignment .
- Conflict risk: Encouraged co-investing by PRSI and InterGroup overseen by Winfield is a persistent related-party risk factor; investors should monitor disclosures for overlapping investments and any capital allocation outcomes .
- Performance backdrop: Negative net income and poor disclosed TSR metrics underscore execution and/or asset-performance challenges; without equity-based retention, retention hinges on cash comp and control, not stock incentives .