Ted R. Munselle
About Ted R. Munselle
Independent director and Presiding Director (designated December 2024) of Transcontinental Realty Investors, Inc. (TCI); age 69; director since February 2004; Audit Committee Chair and SEC-defined “audit committee financial expert.” A Certified Public Accountant since 1980 with extensive audit/financial leadership experience, including long-tenured CFO of Landmark Nurseries, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark Nurseries, Inc. | Vice President & Chief Financial Officer | Since Oct 1998 | Financial leadership; supports “audit committee financial expert” designation |
| Applied Educational Opportunities, LLC | President | Dec 2004–Apr 2007 | Operated career training schools in Texas |
| Dallas-based CPA firms | Audit Partner | 1986–1998 | Senior audit leadership; CPA since 1980 |
| Grant Thornton LLP | Audit Manager | 1983–1986 | Audit and financial reporting expertise |
| Laventhal & Horwath | Audit Staff to Audit Supervisor | 1977–1983 | Foundational audit experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Since Feb 2004 | Audit Committee member (affiliate group) |
| Income Opportunity Realty Investors, Inc. (IOR) | Director | Since May 2009 | Audit Committee member (affiliate group) |
| Spindletop Oil & Gas Company (OTC) | Director | Since Feb 17, 2012 | Audit Committee member; unrelated industry (OTC) |
Board Governance
- Committee assignments and roles
- Audit Committee: Chair; designated “audit committee financial expert” under SEC rules; Audit met 5 times in 2024 .
- Compensation Committee: Member; Committee met 2 times in 2024 .
- Governance & Nominating Committee: Member; Committee met 2 times in 2024 .
- Independence and leadership
- All Audit, Compensation, and Governance & Nominating Committee members are independent per NYSE and company guidelines; Munselle is the Audit Chair and an “audit committee financial expert” .
- Presiding Director designated December 2024; handles executive sessions and agenda advice; stockholders may write directly to Munselle in this capacity .
- Attendance and engagement
- Board met 5 times in fiscal 2024; independent directors held 4 executive sessions; no incumbent director attended fewer than 75% of Board/committee meetings served .
Fixed Compensation (Director)
| Item | Amount/Term | Notes |
|---|---|---|
| Annual retainer (nonemployee director) | $12,000 | In place since Jan 4, 2010 reduction (from $30,000) |
| Audit Committee Chair fee | $500 per year | Applies to Audit Chair (Munselle) |
| Special services fee | $1,000 per day | For services outside ordinary director duties |
| 2024 fees paid to Munselle | $12,500 | Matches $12,000 retainer + $500 Audit Chair fee |
| Expense reimbursement | Actuals reimbursed | Travel and business expenses reimbursed |
Performance Compensation (Director)
| Element | Terms | Evidence |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed for directors | Directors’ Compensation describes cash retainers/fees; no equity grants indicated |
| Option awards | Not disclosed for directors | No options disclosed in director pay discussion |
| Performance metrics tied to pay | Not applicable | Company has no executive compensation paid by TCI; directors compensated as noted |
Other Directorships & Interlocks
| Entity | Relationship to TCI | Interlock/Notes |
|---|---|---|
| ARL (majority holder of TCI) | Affiliate; ARL/wholly-owned TRAC collectively control a majority of TCI shares (ARL 62.37%; TRAC 16.01%) | Munselle is a director and Audit Committee member at ARL; Board states committee independence |
| IOR | Affiliate within consolidated group | Munselle is a director and Audit Committee member; Board periodically reviews for conflicts; determined service benefits expertise |
| Spindletop Oil & Gas (OTC) | Unrelated industry | Munselle serves on Board and Audit Committee; part of his four audit roles noted by Audit Committee |
| Compensation Committee interlocks | None | Committee composed of nonemployees; no interlocking relationships reported |
Expertise & Qualifications
- Certified Public Accountant since 1980; former audit partner and audit manager roles; long-tenured operating CFO (Landmark Nurseries) .
- Audit Committee Financial Expert designation under SEC rules; NYSE accounting/financial management expertise affirmed .
- Presiding Director leadership and shareholder communications focal point .
Equity Ownership
| Item | Value/Status | Notes |
|---|---|---|
| Individual beneficial ownership | Not separately quantified | Directors may be deemed beneficial owners of ARL-held/affiliates shares under Rule 13d‑3 but each disclaims; individual amounts not stated |
| Shares outstanding (reference) | 8,639,316 | As of Oct 29, 2025 |
| Pledged/hedged shares | Not disclosed | No pledging/hedging disclosure specific to Munselle |
| Section 16(a) compliance | In compliance | Company reports all required filings satisfied through the record date for FY2024 and thereafter |
Insider Trades (Form 4) – Summary
| Period | Reported Transactions in Proxy | Notes |
|---|---|---|
| FY2024–Record Date | Not listed | Proxy states Section 16(a) filings were satisfied; specific Form 4 details not presented |
Governance Assessment
-
Strengths
- Deep financial/audit expertise; SEC “financial expert” status; chairs Audit Committee; multi-decade CPA/CFO background supports audit oversight .
- Independent committee composition across Audit, Compensation, and Governance & Nominating; Presiding Director role enhances independent oversight and executive sessions held regularly (4 in 2024) .
- Director attendance threshold achieved (≥75% for all incumbents); board and committees met throughout 2024 (Board 5x; Audit 5x; Comp 2x; Gov/Nom 2x) .
-
Risks / RED FLAGS
- Affiliate entanglement: Munselle concurrently serves on boards and audit committees of ARL and IOR (affiliates), and TCI is majority-controlled by ARL/TRAC—potential perceived independence pressures despite NYSE/SEC independence assertions .
- Workload and multi-board commitments: Serves in similar audit leadership roles at four entities (three within a consolidated group plus one OTC company); Audit Committee reviewed and concluded no undue burden, but multi-seat demands warrant monitoring .
-
Mitigants
- Board expressly evaluated multi-board service and found no conflict/undue burden; cited benefits of consolidated group familiarity; committee independence affirmed .
- Transparent, modest, primarily cash-based director pay structure (no equity), limiting misalignment or dilution concerns; 2024 Munselle total was $12,500 .
Note: TCI pays no executive compensation itself; executives are employed/paid by advisor Pillar. Independent directors oversee business plan/advisory agreement and fees under the Compensation Committee’s charter—further centering director oversight over related-party structures .
Citations:
DEF 14A (2025-11-03) – Board/committee matrix; Audit independence; financial expert; meeting counts.
DEF 14A (2025-11-03) – Compensation Committee practices; Presiding Director designation and duties; meeting counts.
DEF 14A (2025-11-03) – Board meetings/attendance; director compensation structure and 2024 fees; multi-entity service note.
DEF 14A (2025-11-03) – Shareholder communications to Presiding Director; Code of Ethics; Section 16(a) compliance.
DEF 14A (2025-11-03) – Beneficial ownership tables; ARL/TRAC/RAI holdings; disclaimers; shares outstanding.
DEF 14A (2025-11-03) – Biographical details (age, roles, CPA); other public company directorship (Spindletop).
DEF 14A (2025-11-03) – Audit Committee report discussing Munselle’s four audit roles and conflict/workload evaluation.
DEF 14A (2025-11-03) – Compensation Committee charter/independence; advisor model and independent directors’ oversight.
DEF 14A (2025-11-03) – Compensation Committee interlocks and insider participation disclosure.