50 unchanged sentences
Butler has been a Director of the Company since November 2005 and Chairman of the Board since May 2009.
−Removed: He also served as Chairman of the Board since May 2009 and as a Director since July 2003 of TCI and Chairman of the Board since May 2011 and a Director since February 2011 of IOR.
+Added: He also served as Chairman of the Board since May 2009 and as a Director since November 2005 of TCI and Chairman of the Board since May 2011 and a Director since February 2011 of IOR.
HOGAN, age 65, Director, Independent, since February 2020
5 unchanged sentences
He holds Series 7 (General Securities Representative), Series 63 (Uniform Securities Agent State Law) and Series 65 (Investment Advisor) licenses issued by Financial Industry Regulatory Authority (“FINRA”).
−Removed: Hogan was elected as a director of the Company and TCI on January 28, 2020 effective February 1, 2020.
+Added: Hogan was elected as a director of TCI since February 2020.
JAKUSZEWSKI, age 60, Director, Independent, since November 2005
23 unchanged sentences
For more than five years prior to December 31, 2014, he was Director of Aviation of Steller Aviation, Inc., a privately held corporation engaged in the business of aircraft (Boeing 737) and logistical management.
+Added: He is also a director of New Concept Energy, Inc.
+Added: since June 2015, which has its common stock listed and traded on the NYSE American Exchange.
Board Meetings and Committees
10 unchanged sentences
The Audit Committee is responsible for review and oversight of our operating and accounting procedures.
−Removed: Our Audit Committee charter is available on our Investor Relations website (www.transconrealty-invest.com).
+Added: Our Audit Committee charter is available on our Investor Relations website (www.americanrealtyinvest.com).
The Audit Committee is an “audit committee” for purposes of Section 3(a)(58) of the Exchange Act.
8 unchanged sentences
The Charter of the Governance and Nominating Committee was adopted on March 17, 2004 and is available on our Investor Relations Website.
−Removed: The Governance and Nominating Committee met three times during 2021 .
+Added: The Governance and Nominating Committee met two times during 2022 .
Compensation Committee
3 unchanged sentences
The Compensation Committee is to be comprised of at least two directors who are independent of Management and the Company.
−Removed: The Compensation Committee met two during 2021
+Added: The Compensation Committee met two times during 2022.
Presiding Director
−Removed: The primary responsibility of our presiding director is to preside over periodic executive sessions of the Board in which Management directors and other members of Management do not participate.
+Added: The primary responsibility of our presiding director is to preside over periodic executive sessions of the Board in which any Management directors and other members of Management do not participate.
The presiding director also advises the Chairman of the Board and, as appropriate, Committee Chairs with respect to agendas and information needs relating to Board and Committee meetings, provides advice with respect to the selection of Committee Chairs and performs other duties that the Board may from time to time delegate to assist the Board in fulfillment of its responsibilities.
−Removed: The da y following the annual meeting of stockholders held December 16, 2021 representing all stockholders of record dated November 4, 2021, the full Board met and re-appointed Ted R.
+Added: The da y following the annual meeting of stockholders held December 7, 2022 for all stockholders of record dated November 2, 2022, the full Board met and re-appointed Ted R.
Munselle as Presiding Director, to serve in such position until the Company’s next annual meeting of stockholders to be held subsequently in 2023 .
14 unchanged sentences
No family relationships exist among any of the executive officers or directors of the Company.
−Removed: Muth has served as the President and Chief Executive Officer of the Company, ARL and IOR since December 16, 2021.
+Added: Muth has served as the President and Chief Executive Officer of the Company, TCI and IOR since December 16, 2021.
He has also been President and Chief Executive Officer of Pillar since October 18, 2021.
4 unchanged sentences
He is also a CPA.
−Removed: Johnson has served as the Executive Vice President and Chief Financial Officer of the Company and ARL since December 16, 2021.
+Added: Johnson has served as the Executive Vice President and Chief Financial Officer of the Company and TCI since August 2020 and Executive Vice President and Chief Financial Officer of IOR since December 2021.
He has also been Chief Financial Officer of Pillar since June 29, 2020.
2 unchanged sentences
He began his career as an auditor with PricewaterhouseCoopers and is a CPA.
−Removed: Corna has served as Executive Vice President, General Counsel/Tax Counsel and Secretary of the Company, ARL and IOR since February 2004.
+Added: Corna has served as Executive Vice President, General Counsel/Tax Counsel and Secretary of the Company, TCI and IOR since February 2004.
He has also been Executive Vice President since March 2011 and Secretary since December 2010 of Pillar.
18 unchanged sentences
We have no employees and as such, employees of Pillar render services to us in accordance with the terms of the Advisory Agreement.
−Removed: Pillar is a Nevada corporation, the sole shareholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is RAI, a Nevada corporation, MRHI, a Nevada corporation, the sole shareholder of which is a trust known as the MRHI.
−Removed: The beneficiaries of the MRHI are the children of the late Gene E.
+Added: Pillar is a Nevada corporation, the sole stockholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is RAI, a Nevada corporation, the sole stockholder of which is MRHI, a Nevada corporation, the sole stockholder of which is a trust known as the May Trust.
+Added: The beneficiaries of the May Trust are the children of the late Gene E.
Under the Advisory Agreement, Pillar is required to annually formulate and submit, for Board approval, a budget and business plan containing a twelve-month forecast of operations and cash flow, a general plan for asset sales and purchases, lending, foreclosure and borrowing activity, and other investments.
45 unchanged sentences
Situations may develop in which our interests are in conflict with those of one or more directors or officers in their individual capacities, or of Pillar, or of their respective related parties.
−Removed: In addition to services performed for us, as described above, Pillar actively provides similar services as agent for, and advisor to, other real estate enterprises, including persons and entities involved in real estate development and financing, including ARL and IOR.
+Added: In addition to services performed for us, as described above, Pillar actively provides similar services as agent for, and advisor to, other real estate enterprises, including persons and entities involved in real estate development and financing, including TCI and IOR.
The Advisory Agreement provides that Pillar may also serve as advisor to other entities.
10 unchanged sentences
Property Management
−Removed: Regis manages four of our commercial properties for a fee of 3.0% or less of the monthly gross rents collected on the commercial properties it manages, and leasing commissions of 6.0% or less in accordance with the terms of its property-level management agreement.
+Added: Regis manages three of our commercial properties for a fee of 3.0% or less of the monthly gross rents collected on the commercial properties it manages, and leasing commissions of 6.0% or less in accordance with the terms of its property-level management agreement.
Real Estate Brokerage
13 unchanged sentences
The Independent Directors (1) review our business plan to determine that it is in the best interest of our stockholders, (2) review the advisory contract, (3) supervise the performance of the advisor and review the reasonableness of the compensation paid to the advisor in terms of the nature and quality of services performed, (4) review the reasonableness of our total fees and expenses and (5) select, when necessary, a qualified independent real estate appraiser to appraise properties acquired.
−Removed: Each non-affiliated Director is entitled to receive an annual retainer of $12,000, with the Chairman of the Audit Committee to receive a one-time annual fee of $500.
+Added: Except for Henry A.
+Added: Butler, who is paid a fee per meeting attended, e ach non-affiliated Director is entitled to receive an annual retainer of $12,000, with the Chairman of the Audit Committee to receive a one-time annual fee of $500.
Directors who are also employees of the Company or its advisor receive no additional compensation for service as a Director.
−Removed: During December 31, 2021 , $83,400 was paid to non-employee Directors in total Directors’ fees.
+Added: During the year ended December 31, 2022, $90,238 was paid to non-employee Directors in total Directors’ fees.
The fees paid to the directors are as follows:
21 unchanged sentences
** Percentage is based upon 16,152,043 shares of Common stock outstanding at March 23, 2023.
−Removed: RAI is a wholly owned subsidiary of MRHI, which is a wholly owned subsidiary of The May Trust.
+Added: RAI is a wholly owned subsidiary of MRHI, which is wholly owned by the The May Trust.
The beneficiaries of The May Trust are the children of the late Gene E.
11 unchanged sentences
** Percentages are based upon 16,152,043 shares of Common Stock outstanding at March 23, 2023.
+Added: *** The shares are owned directly by PSII Management, LLC, of which Mr.
+Added: Phillips is the sole manager.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
4 unchanged sentences
Such Directors also consider the fairness of such transactions to the Company.
−Removed: We believes that, to date, such transactions have represented the best investments available at the time and they were at least as advantageous to us as other investments that could have been obtained.
+Added: We believe that, to date, such transactions have represented the best investments available at the time and they were at least as advantageous to us as other investments that could have been obtained.
We may enter into future transactions with entities, the officers, directors, or stockholders of which are also officers, directors, or stockholders of the Company, if such transactions would be beneficial to our operations and consistent with our then-current investment objectives and policies, subject to approval by a majority of disinterested Directors as discussed above.
10 unchanged sentences
Pillar is owned by Realty Advisors, LLC, which is owned by RAI, which is owned by MRHI, which is owned by the May Trust.
−Removed: All of our direct ors also serve as Directors of ARL and IOR.
+Added: All of our direct ors also serve as Directors of TCI, and with the exception of Mr.
+Added: Hogan and Mr.
+Added: Phillips, serve as Directors of IOR.
Our executive officers also serve as executive officers of TCI .
3 unchanged sentences
Effective since January 1, 2011, Regis manages our commercial properties for a fee of 3.0% or less of the monthly gross rents collected on the commercial properties it manages, and leasing commissions of 6.0% or less in accordance with the terms of its property-level management agreement.
−Removed: At December 31, 2021, TCI owned approximately 81.1% of the outstanding common shares of IOR.
We are part of a tax sharing and compensating agreement with respect to federal income taxes among ARL, TCI and IOR and their subsidiaries.
34 unchanged sentences
These services include attestations by the principal auditor that are not required by statute or regulation and consulting on financial accounting/reporting standards.
−Removed: Fees for tax services were $— and $23,850 for the years ended December 31, 2021 and 2020 , respectively.
−Removed: These are fees for professional services performed by the principal auditor with respect to tax compliance, tax
−Removed: planning, tax consultation, returns preparation and review of returns.
−Removed: The review of tax returns includes the Company and its consolidated subsidiaries.
All Other Fees.
80 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.