INTERGROUP CORP
For the period ended Jun 30, 2026. Filed Sep 28, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 28, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 11. Executive Compensation
The following table provides summary information concerning compensation awarded to, earned by, or paid to the Company’s principal executive officer and the two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers at June 30, 2026 and whose total compensation exceeded $100,000, for all services rendered to the Company and its subsidiaries for each of the Company’s last two completed fiscal years ended June 30, 2026 and 2025. No stock awards, option awards or non-equity incentive plan compensation were awarded to, earned by, or paid to any of the named executive officers during fiscal years 2026 or 2025.
SUMMARY COMPENSATION TABLE
| Name and Position · Fiscal Year · Salary · Option Awards · Bonus · Other Compensation · Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| John V. Winfield | 2026 | $832,000 | (1) | $ | - | $ | - | $69,000 | (2)(3) | $901,000 | (4) | |
| Chairman, President and | 2025 | $832,000 | (1) | $ | - | $ | - | $59,000 | (2)(3) | $897,000 | (4) | |
| Chief Executive Officer | ||||||||||||
| David C. Gonzalez | 2026 | $444,000 | $ | - | $ | - | $ | - | $444,000 | (5) | ||
| Chief Operating Officer | 2025 | $444,000 | $ | - | $ | - | $ | - | $444,000 | (5) | ||
| Ann Marie Blair | 2026 | $177,000 | $ | - | $6,000 | $ | - | $183,000 | (4) | |||
| Treasurer and Controller | 2025 | $175,000 | $ | - | $6,000 | $ | - | $181,000 | (4) | |||
| (Principal Financial Officer) | ||||||||||||
| (1) | Mr. Winfield also serves as Chairman of the Board of Portsmouth. During fiscal year 2026 and 2025, $427,000 of the salary amount shown was paid by Portsmouth. Mr. Winfield’s base salary remained unchanged during fiscal 2026. |
| (2) | Represents a portion of the salary of an assistant to Mr. Winfield. |
| (3) | Amounts include Mr. Winfield Portsmouth director’s fees totaling $6,000 and $6,000 for the fiscal years 2026 and 2025, respectively. |
| (4) | Compensation is allocated approximately 50% to the Company and 50% to Portsmouth. |
| (5) | Mr. Gonzalez also serves as the President of Portsmouth. Compensation is allocated 67% to the Company and 33% to Portsmouth. |
No perquisites exceeded the disclosure thresholds other than those identified in footnote (2). There were no non-equity incentive plan awards, pension benefits, or nonqualified deferred compensation for the periods presented.
Outstanding Equity Awards at Fiscal Year Ended June 30, 2026
The following table sets forth information concerning option awards (there were no stock awards outstanding) for each named executive officer as of June 30, 2026.
| Option Awards | ||||||
|---|---|---|---|---|---|---|
| Name · Number of securities underlying unexercised options (#) exercisable · Number of securities underlying unexercised options (#) Un-exercisable · Option exercise price $ · Option expiration date | ||||||
| John V. Winfield | 133,195 | (1) | - | $18.65 | 12/26/29 | |
| David C. Gonzalez | 18,000 | (2) | - | $27.30 | 3/2/27 | |
| David C. Gonzalez | 12,000 | (3) | 6,000 | (3) | $28.90 | 10/13/33 |
| (1) | Options granted December 26, 2013 under the 2010 Incentive Plan; non-qualified portion of 133,195 shares originally expiring December 26, 2023; expiration extended to December 26, 2029 as approved December 21, 2023 (see Note 15). Options vest 20% annually beginning on the first anniversary of grant. |
| (2) | Options granted March 2, 2017; vest 3,600 shares annually over five years. |
| (3) | Options granted October 13, 2023; vest 6,000 shares annually over three years (12,000 exercisable; 6,000 unexercisable at June 30, 2026). |
EQUITY COMPENSATION PLANS
The Company maintains the InterGroup Corporation 2010 Omnibus Employee Incentive Plan (the “2010 Incentive Plan”), which was approved by the Company’s shareholders on February 24, 2010. The 2010 Incentive Plan, as amended, authorizes up to 400,000 shares of common stock for awards, including stock options, stock appreciation rights, performance awards and other stock-based compensation, and expires in February 2030. As of June 30, 2026 and 2025, approximately 114,000 and 14,000 shares, respectively, remained available for future grant under the 2010 Incentive Plan.
Compensation of Directors
The following table provides information concerning compensation awarded to, earned by, or paid to the Company’s directors for the fiscal year ended June 30, 2026.
DIRECTOR COMPENSATION
| Fees Earned | ||
|---|---|---|
| Name | or Paid in Cash* | Total |
| John C. Love(1) | $34,000 | $34,000 |
| William J. Nance(2) | $48,000 | $48,000 |
| Steve H. Grunwald(3) | $44,000 | $44,000 |
| Yvonne L. Murphy(4) | $40,000 | $40,000 |
| Andrew J. Kaplan(5) | $12,000 | $12,000 |
| John V. Winfield (6) | - | |
| * | Amounts shown include board retainer fees, committee fees and meeting fees. |
| (1) | Mr. Love resigned from the InterGroup Board of Directors effective January 12, 2026. Amounts shown include $4,000 in regular board and audit committee fees paid by Portsmouth. Such amounts were paid directly by Portsmouth and are not expenses of InterGroup. |
| (2) | Mr. Nance also serves as a director of the Company’s subsidiary, Portsmouth. Amounts shown include $8,000 in regular board and audit committee fees paid by Portsmouth. Such amounts were paid directly by Portsmouth and are not expenses of InterGroup. |
| (3) | Mr. Grunwald also serves as director of the Company’s subsidiary, Portsmouth. Amounts shown include $6,000 in regular board fees paid by Portsmouth. Such amounts were paid directly by Portsmouth and are not expenses of InterGroup. |
| (4) | Ms. Murphy also serves as director of the Company’s subsidiary, Portsmouth. Amounts shown include $6,000 in regular board fees paid by Portsmouth. Such amounts were paid directly by Portsmouth and are not expenses of InterGroup. |
| (5) | Mr. Kaplan was appointed to the InterGroup Board of Directors effective January 12, 2026. He also serves as director of the Company’s subsidiary, Portsmouth. Amounts shown include $4,000 in regular board fees paid by Portsmouth. Such amounts were paid directly by Portsmouth and are not expenses of InterGroup. |
| (6) | As an employee director, the Company’s Chairman, Chief Executive Officer and President, John V. Winfield, did not receive additional compensation for services as a director of InterGroup. Compensation for Mr. Winfield is reported in the Summary Compensation Table. Mr. Winfield received $6,000 in regular board fees from Portsmouth. Such amounts were paid directly by Portsmouth and are not expenses of InterGroup. |
Change in Control or Other Arrangements
There are no employment contracts with the Company’s named executive officers or directors and no change-in-control arrangements providing for payments or benefits to such persons.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.