Jolie Kahn
About Jolie Kahn
Jolie Kahn serves as Corporate Secretary of Portsmouth Square, Inc. (PRSI); she is listed as age 60 in the company’s FY2025 filings and 59/58 in prior years, indicating continuous service at least since FY2023 . PRSI’s recent performance context during her tenure includes consecutive net losses and very weak total shareholder return (TSR) in FY2023–FY2024 per the company’s pay-versus-performance disclosures . She is not a director and is the designated corporate contact/signatory on SEC submissions, reinforcing her role in governance and filing administration .
Past Roles
No prior roles for Jolie Kahn are disclosed in PRSI’s 10-Ks or DEF 14A proxy statements reviewed; filings list her title as Corporate Secretary without a biography section .
External Roles
No external directorships or roles for Jolie Kahn are disclosed in PRSI filings reviewed .
Fixed Compensation
PRSI only discloses compensation for named executive officers (NEOs) whose total compensation exceeded $100,000; the Secretary is not included among NEOs in FY2023–FY2025. PRSI also states it has no pension or long-term incentive plans .
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Inclusion in Summary Compensation Table (SCT) | Not disclosed (not a NEO) | Not disclosed (not a NEO) | Not disclosed (not a NEO) |
| Pension/SERP | None | None | None |
Performance Compensation
PRSI indicates no stock awards, options, or long-term incentive plans for executive officers. A clawback policy (effective Dec 1, 2023) applies to executive officers, covering incentive-based compensation tied to financial reporting measures, including stock price/TSR .
| Metric/Plan | Structure | Weighting/Target | Actual | Payout/Vesting | Notes |
|---|---|---|---|---|---|
| RSUs/PSUs | None | — | — | — | Company has no equity compensation plans |
| Stock Options | None | — | — | — | No option or SAR plan for execs |
| Performance Bonus | Not disclosed for Secretary | — | — | — | Only CEO had an investment portfolio performance program; no award paid in FY2023–FY2024 |
| Clawback Policy | Recovers incentive comp on restatement | Not applicable (company-level) | — | Company will pursue recovery per SEC/Nasdaq rules | Effective Dec 1, 2023 |
Equity Ownership & Alignment
PRSI’s beneficial ownership table highlights controlling ownership by InterGroup (parent) and CEO Winfield; no individual line item for Kahn is shown in the excerpts reviewed. PRSI also reports no equity compensation plans and no outstanding equity awards .
| Item | Detail |
|---|---|
| Beneficial Ownership (Kahn) | Not disclosed in the reviewed tables; not listed among >5% holders |
| Shares Outstanding | 734,187 |
| Key Holders | InterGroup 556,944 (75.9%); J.V. Winfield 18,641 (2.5%); All directors/executive officers as a group 575,585 (78.4%) |
| Equity Compensation Plans | None; no outstanding equity awards |
| Pledging/Hedging | Insider trading policy filed as Exhibit 19; no specific pledging disclosure for Kahn in reviewed filings |
Employment Terms
PRSI states there are no employment contracts, severance arrangements, or change-in-control arrangements for any executive officer. The company maintains a clawback policy for incentive-based compensation and an insider trading policy; no Rule 10b5‑1 trading plans were adopted/modified/terminated by officers/directors in the quarter ended June 30, 2025. Kahn is listed as Corporate Secretary and PRSI’s SEC filing signatory/contact .
| Term | Provision | Source |
|---|---|---|
| Employment Contract | None for executive officers | 10-K FY2025 |
| Severance | None | 10-K FY2025 |
| Change-of-Control | None | 10-K FY2025 |
| Clawback | Effective Dec 1, 2023; covers incentive-based comp and TSR/stock price measures | DEF 14A 2025 |
| Insider Trading Policy | Filed as Exhibit 19 | 10-K FY2025 |
| 10b5‑1 Plans (Q4 FY2025) | None adopted/modified/terminated | 10-K FY2025 |
| SEC Signatory | Corporate Secretary on 8-K vote report (May 2025) | 8-K Item 5.07 |
| SEC Contact | NT 10-K lists “Jolie Kahn” with phone 516-217-6379 | NT 10-K FY2025 |
Company Performance Context (during Kahn’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income (Loss) ($000s) | $(13,203) | $(13,203) |
| TSR – Value of $100 Initial Investment | $0.11 | $0.11 |
Compensation Committee Analysis
- Committee composition: William J. Nance (Chair), Steve H. Grunwald, John C. Love; no compensation consultants engaged; committee met twice in FY2024 .
- Governance context: Management and parent company InterGroup collectively control ~78% of voting power, which may influence compensation and governance outcomes .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approved at the fiscal 2023 Annual Meeting held May 20, 2024 .
Investment Implications
- Alignment: Absence of equity compensation plans, stock awards, and employment/severance protections for executive officers suggests limited equity-driven alignment and minimal forced selling pressure from vesting schedules; clawback policy adds downside accountability for incentive-based pay if ever used .
- Retention risk: With no employment contracts or severance/change-of-control protections, retention depends on cash comp and role satisfaction rather than contractual stickiness; however, Kahn’s long-running presence as Corporate Secretary across multiple years and role as filing signatory indicates continuity .
- Trading signals: No 10b5‑1 plan activity reported for officers/directors in the quarter ended June 30, 2025, and no equity grants outstanding reduce near-term insider selling pressure dynamics .
- Governance/control: Parent InterGroup’s 75.9% stake and combined management/board control of ~78.4% centralize decision-making, which can stabilize governance processes but may limit external shareholder influence on compensation design .