Robert A. Jakuszewski
About Robert A. Jakuszewski
Robert A. Jakuszewski (age 63) is an independent director of Transcontinental Realty Investors, Inc. (TCI), serving since November 22, 2005. He currently chairs the Governance & Nominating Committee and sits on the Audit and Compensation Committees. His professional background is in business development and commercial/specialty healthcare sales, with prior roles across medical, communications, and financial services. The Board affirmed his independence under the Company’s Corporate Governance Guidelines in March 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivy Rehab (Chicago metro) | Business Development Manager | Jun 2025–present | N/A |
| Artesa Labs | Territory Manager | Apr 2015–May 2025 | N/A |
| VAYA Pharma, Inc. | Medical Specialist | Jan 2014–Apr 2015 | N/A |
| Vein Clinics of America | Senior Medical Liaison | Jan 2013–Jul 2013 | N/A |
| New Horizons Communications, Inc. | VP Sales & Marketing | Sep 1998–Dec 2012 | N/A |
| New Horizons Communications, Inc. | Consultant | Jan 1998–Sep 1998 | N/A |
| Continental Funding | Regional Sales Manager | 1996–1998 | N/A |
| Sigvaris, Inc. | Territory Manager | 1992–1996 | N/A |
| Mead Johnson Nutritional Division, USPNG | Senior Sales Representative | 1988–1992 | N/A |
| Muro Pharmaceutical, Inc. | Sales Representative | 1986–1987 | N/A |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Since Nov 22, 2005 | All TCI directors are also ARL directors. |
| Income Opportunity Realty Investors, Inc. (IOR) | Director | Since Mar 16, 2004 | TCI owns over 84% of IOR common stock. |
Board Governance
- Committee assignments: Audit Committee, Compensation Committee, and Chair of Governance & Nominating Committee.
- Independence: Affirmed independent under Corporate Governance Guidelines (March 2025).
- Attendance: Board met five times in fiscal 2024; no incumbent director attended fewer than 75% of Board and committee meetings; independent directors met in executive session four times.
- Committee activity: Audit Committee met five times in 2024; Governance & Nominating Committee met two times in 2024.
| Governance Attribute | Detail | Evidence |
|---|---|---|
| Committee memberships | Audit; Compensation; Governance & Nominating (Chair) | |
| Independence status | Independent (affirmed March 2025 review) | |
| Board meeting attendance | ≥75% for all incumbents; 5 Board meetings in 2024 | |
| Executive sessions | 4 independent director sessions in 2024 | |
| Audit Committee meetings (2024) | 5 | |
| Governance & Nominating meetings (2024) | 2 |
Fixed Compensation
| Component | Policy/Amount | Actual Paid to Jakuszewski (2024) |
|---|---|---|
| Annual retainer (cash) | $12,000 for nonemployee directors | $12,000 |
| Audit Committee Chair fee | $500 annual (only for Chair; Jakuszewski is not Chair) | Not applicable to Jakuszewski |
| Special services per diem | $1,000/day for special services | Not disclosed for Jakuszewski |
| Meeting fees | Chairman of the Board receives per-meeting fee (others do not) | Not applicable to Jakuszewski |
| Expense reimbursement | Travel and business expenses reimbursed | Policy disclosed; amounts not itemized |
Performance Compensation
| Metric/Instrument | Structure | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs/DSUs) | None disclosed for directors | Proxy describes only cash retainers and fees; no equity awards discussed. |
| Options (strike/expiration/vesting) | None disclosed for directors | Not mentioned in director compensation; no option grants discussed for directors. |
| Performance metrics (TSR/EBITDA/ESG) | None disclosed for directors | No performance-based director compensation framework disclosed. |
| Clawback provisions (director pay) | Not disclosed | No clawback terms for director compensation disclosed. |
Other Directorships & Interlocks
| Entity | Interlock Description | Governance Implication |
|---|---|---|
| ARL ↔ TCI | ARL (direct and via TRAC) owns ~78% of TCI; all TCI directors are also ARL directors | Control and significant related-party oversight required; independence affirmed but structural conflicts need monitoring. |
| TCI ↔ IOR | TCI owns >84% of IOR; Jakuszewski and other TCI directors also serve on IOR board | Cross-directorships and affiliate transactions heighten conflict risk; relies on independent director approvals. |
Expertise & Qualifications
- Governance leadership: Chair of the Governance & Nominating Committee overseeing director independence reviews and Board self-evaluation process.
- Audit oversight: Member of Audit Committee; Audit Committee financial expert designation resides with Ted R. Munselle (not Jakuszewski).
- Industry/functional experience: Career emphasis in healthcare services and communications sales/business development rather than finance/accounting.
Equity Ownership
| Item | Detail |
|---|---|
| Direct beneficial ownership | “—” in Security Ownership table; no direct shares listed for Jakuszewski. |
| Deemed beneficial ownership via affiliates | Directors of ARL may be deemed beneficial owners of ARL/TRAC-held TCI shares under Rule 13d-3; each director disclaims such ownership. |
| Ownership % of TCI | “—%” for individual directors; group totals not itemized for individuals. |
| Pledged shares | Not disclosed. |
Governance Assessment
- Strengths
- Independent director with long tenure and governance leadership as Chair of Governance & Nominating, providing continuity and oversight of independence and Board evaluations.
- Committee engagement across Audit and Compensation, with documented Board and committee activity and acceptable attendance.
- Risks and potential conflicts
- Extensive related-party ecosystem: Pillar Income Asset Management acts as advisor and cash manager, with significant advisory fees and transactions (e.g., $8.1m advisory fees, $3.7m cost reimbursements, $2.9m development fees, and a $62.8m receivable from Pillar at 12/31/2024), requiring robust independent oversight.
- Automatic renewal of Advisory Agreement and shared services across ARL/IOR/TCI increase conflict exposure; fairness determinations must be approved by a majority of independent directors per Articles.
- Cash Management Agreement centralizes funds at the advisor (SOFR-based), pointing to operational dependence and the need for stringent controls.
- Alignment signals
- Director compensation is primarily fixed cash retainer with no disclosed equity grants or performance metrics, limiting pay-for-performance linkage and ownership alignment for nonemployee directors.
- Individual direct ownership not disclosed (“—”), and beneficial ownership via ARL/TRAC is disclaimed, reducing skin-in-the-game signals.
RED FLAGS: Highly affiliated group structure and recurring related-party transactions (Advisor fees, receivables, property and development fees) demand strong independent committee review; absence of director equity compensation reduces alignment with minority shareholders in a controlled entity.