Yvonne Murphy
About Yvonne L. Murphy
Independent director of Portsmouth Square, Inc. (PRSI), age 68, serving currently since October 2022 (previously March–December 2019). Background spans 30+ years in corporate management, legal research, and legislative lobbying; prior roles include service on Nevada Governor Kenny C. Guinn’s executive staff, employment at Jones Vargas (Reno), and work in RR Partners’ corporate and Government Affairs divisions. Education: Doctorate and MBA from California Pacific University; volunteer board roles with the Reno Philharmonic and Renown Health; director of parent company The InterGroup Corporation since 2014. The Board cites her government affairs and business experience as core credentials for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Nevada (Governor Kenny C. Guinn’s executive staff) | Executive staff member | Not disclosed (served nine legislative sessions) | Government affairs experience; legislative engagement |
| Jones Vargas (Reno, NV) | Legal research/management roles | “Employed for years” (dates not disclosed) | Corporate management and legal research background |
| RR Partners (Las Vegas/Reno) | Corporate office; Government Affairs Division | Not disclosed | Corporate and government affairs experience |
| Lobbying firm (founder/principal) | Legislative lobbying | Not disclosed (served nine legislative sessions) | Public policy, stakeholder engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The InterGroup Corporation (public company; PRSI’s parent) | Director | 2014–present | Parent company director; creates interlock with PRSI |
| Reno Philharmonic | Volunteer board member | Not disclosed | Community engagement |
| Renown Health | Volunteer board member | Not disclosed | Community engagement |
Board Governance
- Independence: PRSI states all directors except the CEO/Chair (John V. Winfield) are independent; Murphy is therefore classified “independent” per Board’s NASDAQ-based criteria .
- Board-level attendance: Board held three meetings in FY2024; no director attended less than 75%—Murphy met or exceeded the 75% threshold .
- Committee assignments: Murphy is not listed as a member of the Nominating, Compensation, Audit, or Executive Strategic Real Estate & Securities Investment Committees (current composition below) .
- Board leadership: Chairman and CEO roles combined (Winfield); Board believes separation is unnecessary given governance processes and committee structure .
| Committee | Composition | Chair | FY2024 Meetings |
|---|---|---|---|
| Nominating | Grunwald, Love (Murphy not listed) | Grunwald | 1 |
| Compensation | Nance, Grunwald, Love (Murphy not listed) | Nance | 2 |
| Audit | Nance, Grunwald, Love (Murphy not listed) | Nance | 4 |
| Executive Strategic Real Estate & Securities Investment | Winfield, Grunwald; Gonzalez (Advisor) (Murphy not listed) | Winfield | 3 |
Fixed Compensation
| Component (Directors) | FY2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $6,000 (paid $1,500/quarter) | Policy in effect since July 1, 1985 |
| Audit Committee membership fee | $0 for Murphy (not a member) | Audit Committee members receive $500 per quarter |
| Meeting fees | None disclosed | Directors reimbursed for out-of-pocket travel costs |
| Change-in-control/employment arrangements | None for directors | No director employment contracts; no change-in-control arrangements |
Director compensation table (FY2024):
| Director | Fees Earned (Cash) | All Other Comp | Total |
|---|---|---|---|
| Yvonne L. Murphy | $6,000 | – | $6,000 |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None | No equity compensation plans in effect |
| Performance metrics tied to director pay | None disclosed | Board retainer only; no variable/performance pay |
| Clawback policy applicability | Company maintains clawback policy for executives (effective Dec 1, 2023) | Executive-focused per Rule 10D-1/Nasdaq 5608 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| The InterGroup Corporation | Director (since 2014) | InterGroup owns 556,944 PRSI shares (75.9% voting power); PRSI discloses that InterGroup directors (including Murphy) share power to direct the vote of PRSI shares owned by InterGroup and therefore may be deemed beneficial owners per Rule 13d-3 (group context) . |
- Independence vs interlock: Despite InterGroup control and Murphy’s director role at the parent, PRSI’s Board classifies all non-CEO directors, including Murphy, as independent under NASDAQ-based criteria . This creates a tension between formal independence and potential affiliation with the controlling shareholder .
Expertise & Qualifications
- Government affairs and lobbying across nine legislative sessions; corporate management and legal research background (Jones Vargas; RR Partners) .
- Doctorate and MBA (California Pacific University) .
- Community board roles (Reno Philharmonic; Renown Health) .
- InterGroup director since 2014; familiarity with parent-company strategy/governance .
Equity Ownership
| Item | Detail |
|---|---|
| Direct PRSI share ownership (Murphy) | Not disclosed in available proxy excerpts (table highlights emphasize Winfield and InterGroup holdings) |
| Deemed beneficial ownership via InterGroup | As an InterGroup director, Murphy “may be deemed” to beneficially own PRSI shares held by InterGroup (556,944 shares; ~75.9% voting power) through shared power to direct voting, per Rule 13d-3 (group context; not individual direct ownership) |
| Shares pledged/hedging | Not disclosed |
Governance Assessment
-
Positives
- Classified as independent; met or exceeded 75% attendance threshold in FY2024 .
- Extensive policy/government affairs experience, potentially valuable for regulatory navigation and stakeholder engagement .
- No director equity compensation or special arrangements; minimal fixed cash retainer suggests low personal monetary incentives misalignment risk for directors .
- No related-party transactions disclosed involving directors other than InterGroup/Winfield investment alignment policy; Section 16(a) compliance affirmed for FY2024 .
-
Risk indicators and RED FLAGS
- Parent-company interlock: Murphy is an InterGroup director while InterGroup controls ~75.9% of PRSI; PRSI discloses InterGroup directors (including Murphy) share voting power over PRSI shares held by InterGroup—this can impair minority shareholder representation despite formal independence designation .
- Committee participation: Murphy is not currently on Audit, Compensation, Nominating, or Executive Investment Committees—limited committee engagement may reduce direct oversight influence relative to peers .
- Board leadership concentration: Combined Chair/CEO roles at PRSI; although Board asserts governance processes preserve independence, concentration can weaken checks and balances for minority investors .
- Equity alignment: No equity grants to directors and no disclosed ownership guidelines; absent direct shareholding disclosure for Murphy limits “skin-in-the-game” alignment assessment .
-
Implications for investor confidence
- The controlling-shareholder structure and interlock with parent board warrant close monitoring of related-party dynamics, strategic decisions, and fairness to minority holders .
- Murphy’s policy expertise is a governance asset, but lack of committee roles reduces observable oversight impact; adding her to key committees could strengthen board effectiveness .
- Transparency on individual director ownership and any pledging/hedging policies would improve alignment visibility .
Note: Say-on-pay (executive compensation) received shareholder approval at the FY2023 meeting, indicating general support for compensation practices; however, this relates to executives, not director pay .