William J. Hogan
About William J. Hogan
Independent director of TCI; age 68 in the 2025 proxy; retired since December 31, 2020. Career background as a Registered Representative and Investment Advisor Representative (Cetera Advisor Networks 2013–2020; Financial Network Investment Corp. 2009–2012), holding FINRA Series 7, 63, and 65 licenses. Director at TCI since February 1, 2020; also serves as a director of American Realty Investors, Inc. (ARL), an affiliate and controlling stockholder of TCI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cetera Advisor Networks LLC | Registered Representative & Investment Advisor Representative | Jan 2013 – Dec 31, 2020 | Securities and investment advisory experience; FINRA Series 7/63/65 |
| Financial Network Investment Corp. | Registered Representative | Nov 2009 – Dec 2012 | Retail brokerage experience |
| — | Retired | Since Dec 31, 2020 | — |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Director since Feb 1, 2020 (coincident with TCI appointment); ARL directly and via subsidiary holds over 78% of TCI outstanding common stock . |
Board Governance
- Committee assignments (current): Audit (member), Compensation (member), Governance & Nominating (member). Committee chairs in 2025: Audit – Ted R. Munselle; Compensation – Fernando Victor Lara Celis; Governance & Nominating – Robert A. Jakuszewski .
- Independence: The Board affirmed in March 2025 that Hogan is independent under TCI’s Corporate Governance Guidelines; independence previously affirmed in 2023 as well .
- Attendance/engagement: Board met five times in fiscal 2024; no incumbent director attended fewer than 75% of Board and committee meetings; independent directors held four executive sessions in 2024 .
- Historical committee service: Hogan served on Audit, Compensation, and Governance & Nominating in 2023–2024 as well; Audit Committee chaired by Munselle (audit committee financial expert) .
Fixed Compensation
| Component | 2022 | 2024 |
|---|---|---|
| Annual retainer (nonemployee directors) – policy | $12,000 | $12,000 |
| Total fees received by Hogan (year) | $12,000 | $12,000 |
| Audit Committee Chair fee – policy (Hogan is not chair) | $500 | $500 |
| Special services per diem – policy | $1,000/day | $1,000/day |
Notes: Directors are reimbursed for travel and business expenses. Directors who are employees of TCI or its advisor receive no additional compensation for service as a director .
Performance Compensation
| Element | Details |
|---|---|
| Equity or performance-based awards for directors | None described for directors; the proxy details only cash retainers, chair fee, and special service per diem; no RSU/PSU/option program for nonemployee directors disclosed . |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | ARL (and its wholly-owned TRAC) collectively own >78% of TCI; all TCI directors also serve as ARL directors, creating overlapping oversight. TCI also owns >84% of Income Opportunity Realty Investors (IOR), with other TCI directors (not Hogan) also serving on IOR’s board . |
Expertise & Qualifications
- Capital markets/wealth advisory background; FINRA Series 7, 63, 65 license holder (retired) .
- Broad committee participation (Audit, Compensation, Governance & Nominating). Audit Committee chaired by an “audit committee financial expert” (Munselle), not Hogan .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Beneficial ownership (shares) | 6,771,718 (attributed via ARL/TRAC) | 6,771,718 (attributed via ARL/TRAC) |
| Approximate percent of class | 78.38% | 78.38% |
Important: These amounts reflect “beneficial ownership” attributed under Rule 13d‑3 due to ARL/TRAC holdings and board positions; Hogan and other ARL directors expressly disclaim beneficial ownership of such shares .
Insider Trades (Form 4)
| Summary |
|---|
| The proxy discloses Section 16(a) compliance (directors/officers satisfied filing requirements through the record date), but does not summarize individual Form 4 transactions for Hogan. No director trading table is presented in the proxy . |
Governance Assessment
-
Strengths
- Independent designation reaffirmed (2023 and 2025), with Hogan serving on all three key committees, enhancing cross-committee oversight .
- Board and committee attendance threshold met; four executive sessions by independent directors signal regular independent oversight .
- Compensation Committee comprised of nonemployee directors with no officer interlocks; suggests independence in pay oversight .
-
Risks / RED FLAGS
- Significant related-party ecosystem: TCI is externally advised by Pillar; payments in 2024 included $8.1 million advisory fees, $3.7 million reimbursements; $0.3 million to affiliate Regis for property/leasing; $2.9 million development fees to Pillar; land acquired from Pillar at $6.2 million appraised value; TCI also had a $62.8 million receivable due from Pillar at YE 2024. These related-party flows and balance exposures elevate conflict risk .
- Structural interlocks: ARL controls >78% of TCI and shares directors with TCI; TCI also holds >84% of IOR. Overlapping boards and shared advisor relationships can constrain perceived independence, notwithstanding formal independence determinations .
- Director pay is low and entirely cash-based ($12,000 retainer; minimal chair fees), with no equity program. This limits ownership alignment and may impair director recruitment/retention versus market norms .
-
Mitigants
- Article FOURTEENTH requires independent director review/approval of transactions with directors, the advisor, or affiliates, and a fairness determination to TCI; the Board asserts compliance with NYSE independence standards and codified governance guidelines .
- Audit Committee chaired by an audit committee financial expert; committee independence and charters publicly available .
Other Directorships & Interlocks
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Since Feb 1, 2020 | Overlapping directorships across ARL and TCI; ARL is the controlling stockholder of TCI . |
Board Governance (Detail)
| Committee | Hogan’s Role | Chair (2025) |
|---|---|---|
| Audit | Member | Ted R. Munselle (financial expert) |
| Compensation | Member | Fernando Victor Lara Celis |
| Governance & Nominating | Member | Robert A. Jakuszewski |
Fixed Compensation (Detail for Hogan)
| Year | Total Director Fees Received |
|---|---|
| 2022 | $12,000 |
| 2024 | $12,000 |
Policy elements applicable to all nonemployee directors: $12,000 annual retainer; Audit Chair $500; $1,000/day special services; reimbursement of expenses .
Performance Compensation (Directors)
| Performance-Based Element | Status |
|---|---|
| RSUs/PSUs/Options (annual grants, targets, vesting) | Not disclosed/No program described for nonemployee directors; proxy describes only cash elements . |
Equity Ownership (Detail)
| Holder | Shares | % of Class | Note |
|---|---|---|---|
| William J. Hogan (attributed) – 2023 | 6,771,718 | 78.38% | Attributed via ARL/TRAC holdings; directors disclaim beneficial ownership . |
| William J. Hogan (attributed) – 2024 | 6,771,718 | 78.38% | Attributed via ARL/TRAC holdings; directors disclaim beneficial ownership . |
No options or director equity awards are disclosed for Hogan; no pledging disclosures specific to Hogan are provided in the proxy excerpts cited .
Governance and Related-Party Context (for conflict assessment)
- Advisory structure: Pillar is TCI’s external advisor (owned through a chain culminating in May Realty Holdings, Inc.); Pillar earns a GAV Fee of 0.0625% per annum on average gross asset value and a Net Income Fee equal to 7.5% of adjusted net income, with Board approval rights over transactions and budgets; TCI reimburses Pillar for personnel and related costs of services provided .
- Related-party transactions (2024): Advisory fees $8.1m; reimbursements $3.7m; Regis property management/brokerage $0.3m; development fees to Pillar $2.9m; land acquired from Pillar $6.2m; rent received from Pillar/affiliates $0.9m; receivable from Pillar $62.8m at YE 2024 .
- Charter safeguards: Article FOURTEENTH requires disclosure and majority approval by independent directors that transactions with the advisor/affiliates are fair to TCI .
Implication: Hogan’s independence is formally affirmed, but the pervasive affiliate transactions and overlapping boards elevate perceived conflict risk that investors should monitor, particularly around the advisor’s economics and intercompany receivables .