William Nance
About William J. Nance
William J. Nance (age 81) has been an independent director of Portsmouth Square, Inc. since May 1996. He is a CPA with deep real estate and accounting expertise; he founded Century Plaza Printers, Inc. in 1979 and served as President until 2022, previously working as a Senior Accountant at Kenneth Leventhal & Company (1970–1976) specializing in REITs, restructurings, M&A, and real estate development/finance. He also serves on the boards of The InterGroup Corporation (since 1984) and Comstock Mining Inc. (NYSE American: LODE). The Board cites his finance and financial reporting knowledge, CPA background, and public company audit committee experience as core credentials supporting his directorship.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kenneth Leventhal & Company | Senior Accountant (specializing in REITs, restructurings, M&A, real estate development/financing) | 1970–1976 | Built technical real estate finance/accounting expertise |
| Century Plaza Printers, Inc. | Founder, President | 1979–2022 | Led operations and management of a private business |
| Various real estate mandates | Consultant for acquisition/disposition of multi-family and commercial real estate | Not disclosed | Transaction advisory in real estate |
External Roles
| Organization | Role | Tenure | Notes / Interlock |
|---|---|---|---|
| The InterGroup Corporation | Director | Since 1984 | InterGroup controls ~75.9% of PRSI; as an InterGroup director, Nance “may be deemed” to share voting power over PRSI shares owned by InterGroup under Rule 13d-3 |
| Comstock Mining Inc. (LODE) | Director | Not disclosed | Public company directorship |
Board Governance
- Committees and chair roles: Nance chairs both the Compensation Committee (members: Nance [Chair], Grunwald, Love) and the Audit Committee (members: Nance [Chair], Grunwald, Love). All Audit Committee members are independent under Exchange Act Rule 10A-3 and meet the audit committee financial expert test. Compensation Committee met 2x in FY2024; Audit Committee met 4x.
- Nominating Committee: Members are Grunwald (Chair) and Love; held 1 meeting in FY2024. Nance is not listed as a member.
- Board meetings and attendance: The Board held three meetings in FY2024; no director attended less than 75% of the meetings during their service period.
- Independence: The Board states that, except for CEO/Chair John V. Winfield, all directors are “independent” (which includes Nance). Audit Committee members are independent per Rule 10A-3.
- Election results (shareholder support for Nance):
- FY2023 Annual Meeting (held May 20, 2024): Nance received 576,778 For, 52,798 Against, 191 Abstain (broker non-votes 27,263).
- FY2024 Annual Meeting (held May 19, 2025): Nance received 591,599 For, 2,410 Against, 602 Abstain (broker non-votes 31,339).
- Board leadership: CEO and Chair roles are combined (Winfield). The Board believes current governance processes preserve independence without separating the roles; all directors attended the fiscal 2023 Annual Meeting of Shareholders.
Election Results Summary
| Metric | FY2023 Meeting (May 20, 2024) | FY2024 Meeting (May 19, 2025) |
|---|---|---|
| Votes For | 576,778 | 591,599 |
| Votes Against | 52,798 | 2,410 |
| Abstain | 191 | 602 |
| Broker Non-Votes | 27,263 | 31,339 |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board retainer | $1,500 per quarter ($6,000 annually) | In place since July 1, 1985 |
| Audit Committee fee | $500 per quarter | Paid to members |
| Nance — FY2024 cash fees | $8,000 (includes Board + Audit Committee) | No other compensation reported |
| Meeting/travel reimbursement | Reimbursed for out-of-pocket travel to attend meetings | Cash policy only |
- No director employment contracts or change-in-control arrangements; no additional director compensation arrangements.
Performance Compensation
- The Company had no equity compensation plans in effect and no outstanding equity awards at FY2024 year-end; director pay consists solely of modest cash retainers and committee fees.
Other Directorships & Interlocks
| Entity | Relationship To PRSI | Interlock Detail |
|---|---|---|
| The InterGroup Corporation (parent) | Owns 556,944 PRSI shares (approx. 75.9%); controls PRSI | As directors of InterGroup, Messrs. Winfield, Murphy, Love, and Nance share power to direct the vote of PRSI shares held by InterGroup and “may be deemed” beneficial owners under Rule 13d-3. |
| Nominating governance | Majority control context | The company notes ~78.3% of voting securities are controlled by management; security-holder director nominations are considered solely at Board discretion; Nominating Committee consists of Grunwald (Chair) and Love. |
Expertise & Qualifications
- CPA; recognized by the Board as an Audit Committee “financial expert.”
- Extensive experience in REIT accounting, real estate restructurings/M&A, and financial reporting; long-tenured public company board and audit committee service.
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| The InterGroup Corporation | 556,944 | ~75.9% (based on 734,187 shares outstanding) | As President/Chair and large shareholder of InterGroup, Winfield has voting/dispositive power; as InterGroup directors, Winfield, Murphy, Love, and Nance share power to direct voting of PRSI shares owned by InterGroup and therefore “may be deemed” to beneficially own such shares per Rule 13d-3. |
- Nance’s individual PRSI share count is not separately listed in the beneficial ownership table; his potential beneficial ownership arises via InterGroup board service (shared voting power).
Governance Assessment
-
Strengths
- Deep financial expertise (CPA) and designated audit committee financial expert; chairs Audit Committee and Compensation Committee, reinforcing oversight of financial reporting and pay.
- Independent status under NASDAQ rules; Audit Committee fully independent; no legal proceedings disclosed.
- Board/committee engagement: Board met 3x in FY2024; Audit 4x; Compensation 2x; Nominating 1x; no director fell below 75% attendance.
-
Risks and potential red flags (for investor monitoring)
- Concentration of oversight: Nance chairs both Audit and Compensation—role concentration that can stretch bandwidth and reduce checks if not mitigated by strong committee processes. Fact basis: committee compositions/meetings and chair roles.
- Controlled company/parent interlock: InterGroup controls ~75.9% of PRSI; as an InterGroup director, Nance shares voting power over PRSI via InterGroup’s stake and “may be deemed” a beneficial owner—this can create perceived conflicts when evaluating related-party considerations and pay decisions.
- Nominating process and shareholder influence: With management control ~78.3% of voting power, the company does not maintain a policy to consider shareholder-recommended director candidates; Nominating Committee is limited to two members (Grunwald, Love).
-
Shareholder sentiment context
- Director support remains high: Nance received 591,599 For vs 2,410 Against at the FY2024 Annual Meeting (2025 meeting date).
- Executive compensation say‑on‑pay (FY2023 meeting) was approved (577,022 For; 52,720 Against; 25 Abstain), indicating generally supportive sentiment toward compensation governance at that time.
Overall signal: Nance brings long-tenured, CPA-backed financial oversight credibility and leads both Audit and Compensation. However, the InterGroup control/interlock and concentration of committee chair roles warrant continued monitoring around related‑party judgments, board refreshment, and compensation independence.