CompBrief BY VELARION

Companies INTERGROUP CORP

INTERGROUP (INTG): executive pay, fiscal 2025

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CEO total pay$897,000CEO John Winfield · source
Say-on-pay support79%Latest vote · source

CEO pay, last three years

  • $897,000FY2024
  • $897,000FY2025

CEO total pay was $897,000 in fiscal 2025, up from $897,000 in fiscal 2024.

FY2025: salary $838,000 · bonus $0 · stock awards $0 · option awards $0

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Executives and directors

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
John Winfield$838,000$0$0$0$0$0$59,000$897,000
Chairman, President and Chief Executive Officer
David Gonzalez444,000000000444,000
Chief Operating Officer
Ann Marie Blair175,0006,00000000181,000
Treasurer and Controller (Principal Financial Officer)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
John Winfield$897,000$897,000—↑ +0
David Gonzalez444,000444,000—↑ +0
Ann Marie Blair181,000178,000—↑ +3,000

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The Company's compensation philosophy focuses on retaining the CEO's services as a direct and active manager of securities portfolios through a performance-based program tied to investment gains, while providing fixed salaries to other executive officers. The Board believes its compensation policies do not encourage excessive risk-taking.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingfalse
Anti-pledgingfalse
Equity grants and outstanding awards

No plan-based awards are on file for this fiscal year.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
David GonzalezOption18,00028.9—
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
William J. NanceIndependent · Compensation (Chair) · Audit (Chair) · Executive Strategic Real Estate and Securities Investment$48,000$0$0$0$0$48,000
John C. LoveIndependent · Nominating · Compensation · Audit46,000000046,000
Steve H. GrunwaldIndependent · Audit44,000000044,000
Yvonne L. MurphyIndependent · Nominating (Chair) · Compensation · Executive Strategic Real Estate and Securities Investment40,000000040,000
Andrew J. KaplanNominating · Compensation · Audit · Partial-year service · Newly elected000000
John V. WinfieldIndependent · Executive Strategic Real Estate and Securities Investment (Chair)000—00

Board fee structure and ownership guideline

Annual cash retainer$12,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)6,000
Stock ownership guideline—

Total cost of the board

ComponentFY2025
Cash retainers and fees$178,000
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$178,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names INTERGROUP as a peer

Companies that benchmark against INTG

1 company names INTG as a compensation peer

Each company listed discloses INTG in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named INTG in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1INTERGROUP CORP2025John Winfield$838,000$0$0$0$897,000

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2012,000——79%Passed
20242024-05-201,597,0156,7555,12499.58%Passed
20202020-02-251,726,6817,6614,79099.56%Passed
20172017-03-021,825,3154,7767,03099.74%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-2079%a
20242024-05-2099.58%b
20202020-02-2599.56%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
Insider trades since the proxy

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Andrew J. KaplanDirector2026-06-02A2$35$70CommonForm 4 ↗
Andrew J. KaplanDirector2026-06-02A5003818,860CommonForm 4 ↗
Andrew J. KaplanDirector2026-06-02A5003718,500CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

Sources (19 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, John Winfield. DEF 14A, filed 2026-04-08. Section “Executive Compensation”. As printed: 897,000. View filing ↗
  • Section 01, David Gonzalez. DEF 14A, filed 2026-04-08. Section “Executive Compensation”. As printed: 444,000. View filing ↗
  • Section 01, Ann Marie Blair. DEF 14A, filed 2026-04-08. Section “Executive Compensation”. As printed: 181,000. View filing ↗
  • Section 07, pay ratio. 10-K, filed 2025-09-30. Section “CEO Pay Ratio”. As printed: —. View filing ↗
  • Section 08, William J. Nance. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 48,000. View filing ↗
  • Section 08, John C. Love. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 46,000. View filing ↗
  • Section 08, Steve H. Grunwald. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 44,000. View filing ↗
  • Section 08, Yvonne L. Murphy. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 40,000. View filing ↗
  • Section 08, Andrew J. Kaplan. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, John V. Winfield. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 02, Andrew J. Kaplan 2026-06-02. Form 4, filed 2026-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Andrew J. Kaplan 2026-06-02. Form 4, filed 2026-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Andrew J. Kaplan 2026-06-02. Form 4, filed 2026-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-04-08. Item 5.07 · say-on-pay result. As reported: 79%. View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-24. Item 5.07 · say-on-pay result. As reported: 99.58% (votes for as printed: 1,597,015). View filing ↗
  • Section 06, 2020 vote. Form 8-K, filed 2020-03-02. Item 5.07 · say-on-pay result. As reported: 99.56%. View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 09b board cost (computed). Computed. Cash 178,000 + equity 0 + all other 0 = 178,000, summed across the director compensation table rows.
  • INTERGROUP CORP (subject), Section 10b CEO total. DEF 14A, filed 2026-04-08. CEO total compensation as printed in INTERGROUP CORP's own proxy. As printed: 897,000. View filing ↗
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