Steve Grunwald
About Steve H. Grunwald
Independent director of Portsmouth Square, Inc. (PRSI); age 43; joined the Board in December 2019. Career hospitality operator and general manager with 15+ years’ experience, currently managing four hotels; bachelor’s degree from Brussels Business Institute’s College of Hospitality and Tourism Management (2004). The Board cites his hospitality industry breadth as core credentials for PRSI’s hotel-focused operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Le Châtelain Brussels (5-star hotel) | Various positions; later General Manager | Pre-2006–2006+ | Operational leadership in luxury hospitality |
| The Progress Hotel | Active in construction/opening; General Manager | 2006 onward | Greenfield opening and post-launch management |
| Two additional properties (not named) | General Manager | 2009 onward | Multi-property general management |
| Hotel Siru | Oversaw renovations and reopening; General Manager | 2013 onward | Turnaround/renovation execution and relaunch |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Four hotels (current portfolio) | Managing operator/GM | Ongoing | Diverse styles and categories; operational P&L responsibility |
| Other public company boards | None disclosed | — | Proxy biography lists no other public company directorships |
Board Governance
- Independence: PRSI states all directors except the CEO-Chair (Winfield) are independent; Grunwald is treated as independent for Nasdaq Rule 10A-3 purposes.
- Audit committee financial expert: Audit Committee members (Nance, Grunwald, Love) each meet the committee’s “financial expert” test based on qualifications and experience.
- Board and committee activity (FY 2024): Board met 3 times; no director attended less than 75% of meetings; Nominating Committee met 1 time; Compensation Committee met 2 times; Audit Committee met 4 times; Executive Strategic Real Estate & Securities Investment Committee met 3 times.
- Committee assignments and chair roles (current):
- Nominating Committee: Grunwald (Chair), Love.
- Compensation Committee: Nance (Chair), Grunwald, Love.
- Audit Committee: Nance (Chair), Grunwald, Love.
- Executive Strategic Real Estate & Securities Investment Committee: Winfield (Chair), Grunwald, Gonzalez (Advisor).
- Controlled company context: InterGroup owns ~75.9% of PRSI; Board notes ~78.3% of voting securities controlled by management. The Nominating Committee does not consider shareholder-recommended nominees given control dynamics (minority rights risk).
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $6,000 | $1,500 per quarter policy in place since July 1, 1985 |
| Audit Committee fee (cash) | $500 per quarter | Applied to Audit Committee members; Grunwald’s reported total for FY2024 was $6,000, while Love/Nance were $8,000 (retainer + audit fees) |
| Total cash fees (Grunwald) | $6,000 | Director Compensation Table (FY 2024) |
| Other cash (meeting fees) | Not disclosed | No separate meeting fees disclosed |
| Reimbursements | Out-of-pocket travel costs reimbursed | Policy disclosure |
Performance Compensation
| Metric/Instrument | FY 2024 Status | Detail |
|---|---|---|
| Equity compensation (RSUs/PSUs/DSUs) | $0; none outstanding | Company has no equity compensation plans in effect; no director equity grants reported |
| Options (grants/outstanding) | $0; none outstanding | No option awards; no stock appreciation rights |
| Performance-linked pay (revenue/EBITDA/TSR metrics) | None disclosed for directors | PRSI’s clawback policy applies to executive officers, not directors |
| Clawback provisions | Executive clawback policy effective Dec 1, 2023 | Recovery of erroneously awarded incentive-based comp per Rule 10D-1/Nasdaq 5608 |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| InterGroup Corporation (parent) | None disclosed | Not listed as InterGroup director | Other PRSI directors (Winfield, Murphy, Love, Nance) are InterGroup directors, creating network/control interlocks that Grunwald does not share |
| Comstock Mining Inc. (NYSE MKT: LODE) | None | — | Nance serves there; no overlap for Grunwald |
Expertise & Qualifications
- Hospitality operations and general management across multiple properties; renovations and openings experience (strategic/operational).
- Considered an audit committee “financial expert” by PRSI based on experience.
- Education: Bachelor’s degree in Hospitality and Tourism Management (2004).
Equity Ownership
- Beneficial ownership: PRSI lists >5% holders only; InterGroup (556,944 shares, ~75.9%) and Winfield (18,641 shares, ~2.5%). Grunwald is not listed among >5% holders; no individual share count disclosed for him.
- Equity alignment: Company had no equity compensation plans and no outstanding awards at FY2024-end, limiting director equity alignment disclosures.
- Pledging/hedging: No pledging or hedging disclosures for Grunwald in the proxy; Section 16 compliance for insiders was fully compliant in FY2024.
Governance Assessment
- Committee leadership and breadth: Grunwald chairs Nominating and sits on Compensation, Audit, and Executive Investment committees—broad governance exposure and influence despite low cash fees; positive for engagement breadth.
- Independence and expertise: Classified independent and designated as audit committee financial expert, supporting board effectiveness on oversight.
- Attendance: Board met 3 times in FY2024; no director fell below 75% attendance; committee meetings active (Audit 4, Compensation 2, Nominating 1, Executive 3), indicating functioning committee cadence.
- Compensation alignment: Director pay is minimal, entirely cash, with no equity grants or ownership guidelines; alignment relies on personal share ownership, which is not disclosed for Grunwald—neutral to negative signal for long-term alignment.
- Controlled company risks (RED FLAG): InterGroup control (~75.9%) and board’s stated stance that shareholder-recommended nominees are not considered due to control dynamics—material minority shareholder rights risk and potential entrenchment.
- Related-party/transactions: No related-party transactions disclosed involving Grunwald; Executive Committee invests alongside InterGroup/Winfield at times, but the proxy encourages such overlaps and discloses no conflicts beyond CEO/InterGroup; monitor Executive Committee decisions for potential perceived conflicts.
- Shareholder feedback: Recent say-on-pay approved; board emphasizes responsible pay; not directly indicative of director compensation but supportive of governance sentiment.