Louis J. Corna
Executive Vice President, General Counsel, Tax Counsel and Secretary at TRANSCONTINENTAL REALTY INVESTORS
Executive
About Louis J. Corna
Louis J. Corna is Executive Vice President–General Counsel/Tax Counsel and Corporate Secretary of Transcontinental Realty Investors, Inc. (TCI) and affiliated entities, serving in these roles since January 2004; he is 78 years old per the latest proxy . He concurrently serves as Executive Vice President–General Counsel/Tax Counsel (since March 31, 2011) and Secretary (since December 17, 2010) at Pillar Income Asset Management, Inc. (Pillar), TCI’s contractual advisor . TCI discloses that executive officers are employed by Pillar and receive no direct remuneration or company-granted options from TCI; executive positions are not subject to stockholder vote .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prime Income Asset Management, Inc. (PIAMI) | Executive Vice President, General Counsel/Tax Counsel and Secretary | Feb 2004 – Jun 2011 | Not disclosed |
| IMC Global, Inc. | Vice President–Taxes and Assistant Treasurer | Mar 1998 – Jan 2000 | Not disclosed |
| Whitman Corporation | Vice President–Taxes | Jul 1991 – Feb 1998 | Not disclosed |
| Private Practice | Private Attorney | Jan 2000 – Dec 2000 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pillar Income Asset Management, Inc. | Executive Vice President–General Counsel/Tax Counsel; Secretary | EVP/GC/Tax since Mar 31, 2011; Secretary since Dec 17, 2010 | Pillar is TCI’s contractual advisor |
Fixed Compensation
| Component | TCI Disclosure | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary | Paid by Pillar (TCI pays no compensation to executive officers) | — | — | — |
| Bonus | Paid by Pillar; not allocated to TCI | — | — | — |
| Company-Granted Options | None held by TCI executive officers | None | None | None |
| RSUs/PSUs | Not disclosed at TCI (executives compensated by Pillar) | — | — | — |
TCI has no employees, payroll or benefit plans and pays no compensation to executive officers; executives are compensated solely by Pillar, which does not allocate cash compensation among advised entities .
Performance Compensation
| Incentive Component (Advisor-level economics) | Formula | Performance Condition | Status/Effective Dates |
|---|---|---|---|
| Gross Asset Fee (Advisory) | 0.0625% per month of average Gross Asset Value (capped at 0.75% p.a.) | None (asset-based) | Amended & Restated Advisory Agreement effective Jan 1, 2024 |
| Net Income Fee (Advisory) | 7.5% per annum of Adjusted Net Income, payable quarterly post 10-Q/10-K filing | Based on Adjusted Net Income definition | Effective Jan 1, 2024 |
| Prior Incentive Sales Fee (pre-2024) | 10% of sale consideration above tax cost base + capex + closing costs | Payable only if: (a) assets sold produced ≥8% simple annual return over holding period; and (b) aggregate net operating income for current year ≥5% higher than prior year | Applicable through Dec 31, 2023 |
TCI executives are employed by Pillar; any incentive alignment stems from Pillar’s advisory fee structure rather than company-specific executive equity awards or bonuses at TCI .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Shares Outstanding (Record Date) | 8,639,316 shares as of Oct 29, 2025 |
| Beneficial Ownership – Management | Table lists Louis J. Corna among management; individual amounts/percent not specified; management may be deemed beneficial owners of shares held by ARL/TRAC under Rule 13d-3 but disclaim beneficial ownership |
| Beneficial Ownership – RAI Executives | Executives of Realty Advisors, Inc. (RAI) may be deemed beneficial owners of shares held by RAI by virtue of positions; executives disclaim beneficial ownership |
| Insider Filings Compliance | Section 16(a) filing requirements were satisfied for directors/executives and >10% holders for FY2024 through Record Date, based on representations and filed reports |
| Options/Equity Grants at TCI | Executive officers do not hold options granted by TCI; RSU/PSU grants not disclosed at TCI |
No disclosure of pledged or hedged shares by Mr. Corna; stock ownership guidelines for executives are not disclosed. The proxy emphasizes that executives’ roles are through Pillar and that TCI receives advisory services via contract .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start at TCI | Executive Vice President–General Counsel/Tax Counsel and Secretary since January 2004 |
| Contract/Agreement with TCI | TCI has no employees and pays no exec compensation; executives are employed by Pillar |
| Severance/Change-of-Control | Not disclosed at TCI (executives compensated/contracted via Pillar) |
| Non-compete/Non-solicit/Garden Leave | Not disclosed |
| Post-termination Consulting | Not disclosed |
| Corporate Secretary/Proxy Signatory | Mr. Corna signs and issues TCI proxy notices and is named as a proxy appointee |
Compensation Committee Analysis
| Aspect | Disclosure |
|---|---|
| Composition | Independent directors; nonemployees; four members (e.g., Robert A. Jakuszewski, William J. Hogan, Ted R. Munselle, Fernando Victor Lara Celis) |
| Independence & Charter | NYSE and SEC standards; charter adopted Mar 22, 2004; annual reviews |
| Scope | Oversees compensation policies for CEO/other officers paid by TCI; however, TCI pays no executive compensation—only director fees; monitors succession planning |
Related Party Transactions and Advisory Structure
- Pillar serves as contractual advisor to TCI; executives (including Mr. Corna) are Pillar officers. Advisory compensation includes a 0.75% annualized gross asset fee and a 7.5% net income fee (amended effective Jan 1, 2024), replacing prior sales-related incentive fee structure through 2023 .
- TCI contracts with affiliates of Pillar (e.g., Regis) for property management and brokerage services under specified fee schedules .
- Corporate structure and cross-holdings: ARL owns over 78% of TCI; TCI owns over 84% of IOR common stock; overlapping directors among TCI, ARL, and IOR are disclosed .
Investment Implications
- Pay-for-performance alignment is primarily via Pillar’s advisor economics, not individual TCI executive equity awards—Net Income Fee (7.5%) introduces earnings alignment, while the Gross Asset Fee (0.75% p.a.) may incentivize asset base growth regardless of TSR, which investors should monitor for capital allocation discipline .
- Insider selling pressure from vesting appears minimal at TCI given no company-granted options or RSUs to executives; pledging/hedging policies for executives are not disclosed, but Section 16(a) compliance is affirmed .
- Governance and related-party dynamics: Mr. Corna’s dual roles at Pillar and TCI, combined with affiliate service arrangements, require scrutiny of conflicts and fee reasonableness; independent Compensation Committee oversight exists, but its remit is constrained since TCI pays no executive compensation directly .
- Succession/retention: Long tenure (since 2004) supports continuity, but age (78) highlights succession planning importance; the proxy notes the Committee monitors succession planning, and CEO role changes in 2024 underscore ongoing leadership transition processes .