DEF: J.W. Mays Sets Annual Meeting, Board Elections, Compensation Votes

Sentiment:

Proxy Statement 23 October 2025 8:10 AM

J.W. Mays, Inc. announces its Annual Meeting of Shareholders for November 25, 2025, to elect directors, ratify auditors, and hold advisory votes on executive compensation.

Better than expectedThe Company's net loss decreased to $(136,240) in fiscal year 2025 from $(406,568) in fiscal year 2024. This improvement was primarily driven by an increase in rental income and decreases in administrative and general expenses, as well as interest expense, partially offset by an increase in real estate operating expenses.

Summary

The Annual Meeting of Shareholders will be held on Tuesday, November 25, 2025, at 10:00 A.M., New York time, at the Company's offices in Brooklyn, New York.
Shareholders will vote on the election of seven directors, the fixing of the number of directors to be elected at seven, and the ratification of Prager Metis CPAs, LLC as the independent auditors for the fiscal year ending July 31, 2026.
Advisory votes will be held on the compensation of named executive officers for the fiscal year ended July 31, 2025, and on the frequency of future executive compensation advisory votes (one, two, or three years).
The record date for shareholders entitled to vote is October 10, 2025, with 2,015,780 outstanding shares of common stock.
The Company will bear the cost of soliciting proxies and has engaged Equiniti Trust Company, LLC for this purpose.
The Board of Directors recommends a vote FOR the election of all nominated directors, FOR proposals 2, 3, and 4, and FOR 1 YEAR on proposal 5.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the reduction in net loss is a positive financial trend, the continued overall loss and declining Total Shareholder Return (TSR) over the past three years temper enthusiasm. The routine nature of the proxy statement and the presence of significant related-party transactions contribute to a balanced, rather than strongly positive or negative, assessment.

Positives

Net loss decreased significantly in fiscal year 2025 to $(136,240) from $(406,568) in 2024, primarily due to increased rental income and decreases in administrative, general, and interest expenses.
The Board of Directors believes the combined Chairman/Chief Executive Officer role, currently held by Lloyd J. Shulman, is the appropriate leadership structure and has served shareholders well since the Company's inception.
All members of the Audit, Compensation, and Governance and Nominating Committees are independent as defined under NASDAQ listing standards and SEC rules.
The Company has a policy prohibiting the hiring of former independent registered public accounting firm employees in key financial roles for one year following their participation in the Company's audit.

Negatives

The Company reported a net loss of $(136,240) for fiscal year 2025, following losses of $(406,568) in 2024 and $(82,964) in 2023, indicating continued unprofitability.
The cumulative Total Shareholder Return (TSR) for an initial $100 investment declined to $91.52 in 2025, from $114.03 in 2024 and $119.39 in 2023, reflecting a decrease in shareholder value.
Executive compensation for the Principal Executive Officer (PEO) and average for non-PEO NEOs decreased in fiscal year 2025 compared to 2024.
Significant related party transactions exist through operating leases with Weinstein Enterprises, Inc., an affiliated company principally owned by the Chairman of the Board, Lloyd J. Shulman.

Risks

The Company's reliance on operating leases with Weinstein Enterprises, Inc., an affiliated company principally owned by the Chairman of the Board, presents potential conflicts of interest and related party transaction risks.
A declining trend in Total Shareholder Return (TSR) over the past three fiscal years indicates a potential risk to shareholder value.
Continued net losses, despite a reduction in the most recent fiscal year, pose a risk to the Company's long-term financial sustainability.
The combined Chairman/Chief Executive Officer role, while deemed appropriate by the Board, could concentrate power and potentially reduce independent oversight.

Future Outlook

The Company's immediate future outlook centers on the upcoming Annual Meeting of Shareholders on November 25, 2025, where key governance matters, including director elections and auditor ratification, will be addressed. Shareholders will also provide advisory votes on executive compensation and the frequency of such votes. The Board will consider these advisory votes in future compensation decisions. The Company continues its real estate operations, which have seen an increase in rental income contributing to a reduced net loss in the most recent fiscal year.

Management Comments

The Board of Directors believes the Company's current model of the combined Chairman/Chief Executive Officer role is the appropriate leadership structure for the Company at this time and has served shareholders well since inception.
The Board of Directors recommends the election of seven directors, the ratification of Prager Metis CPAs, LLC as independent auditors, and the approval of named executive officer compensation.
The Board of Directors makes no recommendation with respect to the frequency of future executive compensation advisory votes, but will consider the outcome of the vote.
The Compensation Committee has concluded that the Company's compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Industry Context

J.W. Mays, Inc. transitioned from a retail department store segment, discontinued in 1989, to primarily real estate operations. The filing reflects a company focused on managing its property portfolio, with rental income being a key driver of financial performance. The real estate market conditions are acknowledged by the Compensation Committee in determining executive salaries. The declining Total Shareholder Return (TSR) suggests challenges in generating shareholder value within its current operational model, potentially reflecting broader trends in the real estate sector or specific company-level issues.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer and Treasurer	Mark S. Greenblatt	Ward N. Lyke, Jr.	January 1, 2024	Mark S. Greenblatt retired from the position.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	The Company maintains a combined Chairman/Chief Executive Officer role, with Lloyd J. Shulman holding both positions. The Board believes this structure provides efficient communication, clarity in leadership, and leverages the Chairman's knowledge of the Company's strategy and operations.	Ongoing	Aims to streamline decision-making and accountability, but may present challenges for independent oversight.
Director Independence	Four of the seven nominated directors (Robert L. Ecker, Steven Gurney-Goldman, Melinda L. Koster, and Dean L. Ryder) are independent as defined by SEC rules and Nasdaq listing standards. All members of the Audit, Compensation, and Governance and Nominating Committees are independent.	Ongoing	Enhances oversight and compliance with regulatory standards, particularly for key committees.
Director Qualifications	The Governance and Nominating Committee considers criteria such as financial, regulatory, and business experience; integrity; dedication; independence; age; and diversity (skills and experience in management, finance, real estate, etc.) when selecting nominees.	Ongoing	Aims to ensure a well-rounded and competent Board capable of effective oversight and strategic guidance.
Insider Trading and Anti-Hedging Policy	The Company has adopted an insider trading policy prohibiting officers, directors, and employees from engaging in hedging or monetization transactions (e.g., zero-cost collars, forward sale contracts) and from pledging or selling securities in margin accounts (with limited exceptions).	Ongoing	Designed to promote compliance with securities laws and prevent conflicts of interest or misuse of inside information.

Related Party Transactions

The Company has three operating leases with Weinstein Enterprises, Inc., an affiliated company principally owned by Lloyd J. Shulman, the Chairman of the Board of both the Company and Landlord.
Leases include properties at Jamaica Avenue at 169th Street, Jamaica, New York; 504-506 Fulton Street, Brooklyn, New York; and 508 Fulton Street, Brooklyn, New York.
In December 2024, Weinstein Enterprises, Inc. purchased the 508 Fulton Street property, and the Company began making rent payments to them starting January 2025.
Total rent payments to Weinstein Enterprises, Inc. were $1,020,519 in fiscal year 2025 and $987,250 in fiscal year 2024.
Total rent expense related to these leases was $1,574,285 in fiscal year 2025 and $1,531,877 in fiscal year 2024.
Right-of-use assets related to these leases totaled $12,659,734 as of July 31, 2025, and lease liabilities totaled $7,859,770 as of July 31, 2025.

Stakeholder Impact

Shareholders: Will participate in key governance decisions at the Annual Meeting, including director elections and advisory votes on executive compensation. The declining TSR impacts shareholder value.
Employees: Executive officers have employment agreements and participate in a retirement plan. Compensation policies are reviewed to balance risk and reward.
Customers/Tenants: The Company's primary business is real estate operations, implying tenants are key stakeholders, though specific impact details are not provided.
Creditors: The Company's financial performance, including net losses and lease liabilities, impacts its creditworthiness.
Management: Executive compensation is tied to Company performance, and management changes (CFO retirement/appointment) affect leadership structure.

Next Steps

Shareholders will attend the Annual Meeting on November 25, 2025, to vote on director elections, auditor ratification, and executive compensation advisory proposals.
The Board of Directors and Executive Compensation Committee will consider the advisory voting results on executive compensation in determining future compensation.
Shareholder proposals for the 2026 Annual Meeting must be received by June 22, 2026.
Shareholders intending to solicit proxies for director nominees for the 2026 Annual Meeting must provide notice by September 28, 2026 (subject to meeting date changes).

Key Dates

Date	Description
1965	Lloyd J. Shulman began working for the Company.
November 1977	Lloyd J. Shulman elected as a director of the Company.
November 1978	Lloyd J. Shulman became President and Chief Operating Officer.
January 3, 1989	Company discontinued its retail department store segment.
August 1, 1991	The J. W. Mays, Inc. Retirement Plan and Trust was adopted.
June 1995	Lloyd J. Shulman became Co-Chairman of the Board, Chief Executive Officer and President.
November 1996	Lloyd J. Shulman became Chairman of the Board, Chief Executive Officer and President.
November 1999	Dean L. Ryder elected as a director of the Company.
August 2000	Mark S. Greenblatt served as Vice President and Assistant Treasurer.
August 2003	Mark S. Greenblatt elected as a director and became Vice President, Chief Financial Officer and Treasurer.
March 19, 2003	Disclosure Committee was formed.
October 12, 2004	Governance and Nominating Committee was formed.
August 1, 2005	Three-year employment agreements for executives became effective.
May 2008	Jennifer L. Caruso graduated from Pace University School of Law.
November 2011	Robert L. Ecker elected as a director of the Company.
2013	Steven Gurney-Goldman began working at Solil Management, LLC.
October 2015	Melinda L. Koster began practicing law at Sanford Heisler Sharp McKnight, LLP.
March 29, 2017	Steven Gurney-Goldman elected as a director of the Company.
2018	Jennifer L. Caruso became a member of the law firm Michael V. Caruso, P.C.
July 31, 2020	Prager Metis CPAs, LLC first became the independent registered public accounting firm of the Company.
January 2021	Melinda L. Koster became a Partner at Sanford Heisler Sharp McKnight, LLP.
July 2021	Dean L. Ryder began serving as Chairman of the Audit Committee.
March 15, 2022	Jennifer L. Caruso elected as a director of the Company.
2022	Steven Gurney-Goldman became a board member of Sol Goldman Investments.
July 31, 2022	Beginning of the measurement period for Cumulative Total Shareholder Return (TSR) for 2025, 2024, and 2023.
August 2023	Executive employment contracts were most recently extended for an additional three-year period.
December 31, 2023	Mark S. Greenblatt retired as Vice President, Chief Financial Officer and Treasurer.
January 1, 2024	Ward N. Lyke, Jr. became Chief Financial Officer, replacing Mark S. Greenblatt.
January 1, 2024	Consulting Agreement between Mark S. Greenblatt and the Company became effective.
March 12, 2024	Melinda L. Koster elected as a director of the Company.
June 2024	Melinda L. Koster left Sanford Heisler Sharp McKnight, LLP.
October 22, 2024	Amended Consulting Agreement with Mark S. Greenblatt was dated.
December 6, 2024	Schedule 13G filed by Amy Goldman Fowler with the SEC.
December 9, 2024	Schedule 13D filed by the Estate of Allan H. Goldman and Steven Gurney-Goldman with the SEC.
December 12, 2024	Schedule 13G filed by Diane Goldman Kemper with the SEC.
December 2024	Weinstein Enterprises, Inc. purchased the 508 Fulton Street property.
January 2025	The Company began making rent payments to Landlord for the 508 Fulton Street property.
July 31, 2025	End of the fiscal year for which compensation and financial data are reported in the proxy statement.
September 2, 2025	Date as of which security ownership information for beneficial owners and management is given.
October 10, 2025	Record date for the determination of shareholders entitled to notice of and to vote at the 2025 Annual Meeting of Shareholders.
October 27, 2025	Proxy Statement and accompanying form of proxy first sent to shareholders.
November 24, 2025	Deadline to revoke proxy by 11:59 p.m., New York City time.
November 25, 2025	Annual Meeting of Shareholders.
April 30, 2031	Expiration date for the 504-506 Fulton Street lease.
May 31, 2035	Expiration date for the Jamaica Avenue at 169th Street lease.
April 30, 2044	Expiration date for the 508 Fulton Street lease.
June 22, 2026	Deadline for shareholder proposals for the 2026 Annual Meeting of Shareholders to be received for inclusion in the Proxy Statement.
July 31, 2026	Fiscal year ending for which Prager Metis CPAs, LLC is appointed as independent auditors.
July 31, 2026	End of the term of each executive employment agreement (if an executive officer becomes permanently disabled).
September 28, 2026	Deadline for shareholders to provide notice of director nominees for the 2026 Annual Meeting (unless meeting date changes).
November 25, 2026	One-year anniversary of the 2025 Annual Meeting of Shareholders.

Recommendation

hold

This is a routine proxy statement (DEF 14A) for an upcoming annual meeting, primarily detailing governance matters, director elections, and executive compensation. While the Company reported a reduced net loss in the most recent fiscal year, the Total Shareholder Return has shown a declining trend over the past three years. There are no new material financial disclosures or strategic announcements that would significantly alter the investment thesis or warrant a strong buy or sell recommendation. The presence of significant related-party transactions is noted but not a new development. Therefore, a 'hold' recommendation is appropriate as the filing does not present immediate catalysts for substantial price movement, but also does not alleviate underlying concerns about long-term shareholder value creation.

Keywords

J.W. Mays, SEC filing, proxy statement, annual meeting, corporate governance, executive compensation, director election, real estate operations, financial performance, shareholder vote, audit committee, independent auditors, related party transactions

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