Joy Goudie
About Joy Goudie
Joy Goudie, Esq. is an independent director of Daxor Corporation (DXR), serving since 2020; she is a Registered Patent Attorney and is age 68 as disclosed in the company’s proxy . She serves on the Audit Committee and is classified as independent under Nasdaq listing standards (non-“interested person” under the Investment Company Act of 1940) . DXR is a “controlled company” under Nasdaq rules, which shapes its board committee structure and governance practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daxor Corporation (DXR) | Director | Since 2020 | Audit Committee member |
| (Principal Occupation) | Registered Patent Attorney / Attorney | Past five years (as disclosed) | N/A |
External Roles
| Category | Details |
|---|---|
| Other public company boards (past 5 years) | None disclosed for Joy Goudie |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; committee chaired by Edward Feuer (CPA), designated financial expert under Sarbanes-Oxley .
- Independence: The board determined Joy (and other non-Feldschuh directors) are independent under Nasdaq standards and have no material relationship with the Company .
- Committee activity and attendance: Audit Committee met 4 times in 2024 ; the board held 4 meetings in 2024, and each incumbent director attended at least 75% of aggregate board meetings . In 2023, the Audit Committee met 4 times and board attendance practices were similar (4 board meetings; ≥75% attendance) .
- Board structure and controlled company status: DXR has six directors (four independent if nominees elected), no standing compensation or nominating committee, and no lead independent director due to controlled company status (Estate of Joseph Feldschuh controls >50% of voting power) .
- Annual meeting attendance policy: Directors are encouraged to attend and may attend via teleconference .
Shareholder Voting Support (Election Results)
| Meeting | For Votes | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 Annual Meeting (July 15, 2024) | 3,545,643 | 28,416 | 1,229,615 |
| 2025 Annual Meeting (June 24, 2025) | 3,493,551 | 1,999 | Not reported in filing |
Fixed Compensation
Board compensation for outside directors is structured as meeting-based fees (no annual retainer disclosed). For 2024, outside directors were paid $1,000 for attending the annual meeting and same-day board meeting, plus $375 per dial‑in board meeting held in April, September, and December; four board meetings were held and each incumbent attended at least 75% . The fee structure was similar in 2023 (annual meeting fee of $1,000 and $375 per dial‑in board meeting; four board meetings, ≥75% attendance) .
Joy Goudie – Director Cash Compensation (Totals)
| Year | Total Cash Compensation ($) |
|---|---|
| 2023 | 2,125 |
| 2024 | 750 |
Director Cash Fee Policy
| Year | Annual Meeting Fee ($) | Dial-in Board Meeting Fee ($) | # Board Meetings | Attendance Policy |
|---|---|---|---|---|
| 2023 | 1,000 | 375 per meeting | 4 | Each incumbent ≥75% |
| 2024 | 1,000 | 375 per meeting | 4 | Each incumbent ≥75% |
Performance Compensation
| Component | Details |
|---|---|
| Stock awards (RSUs/PSUs) to noninterested directors | Not disclosed; compensation tables for noninterested directors list cash only . |
| Options | Directors collectively hold options; Joy’s option position is detailed under Equity Ownership. Exercise prices for director options range $7.75–$14.11 (aggregate disclosure) . |
| Performance metrics tied to director pay | None disclosed for directors (no TSR/financial/ESG metrics specified) . |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Joy Goudie |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Prior public company boards | None disclosed |
Expertise & Qualifications
- Registered Patent Attorney with legal expertise relevant to intellectual property considerations .
- Audit Committee service indicative of governance and oversight experience; financial expert designation is held by committee chair (Edward Feuer), not Joy .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Common shares beneficially owned | 300 | 300 |
| Options beneficially owned (exercisable within 60 days) | 6,267 | 9,433 |
| Total beneficial ownership (shares) | 6,567 | 9,733 |
| Ownership as % of shares outstanding | <1% | <1% |
| Director option exercise price range (aggregate disclosure for directors) | $7.75–$14.11 | $7.75–$14.11 |
Notes: Beneficial ownership includes securities issuable upon exercise of options that are currently exercisable or become exercisable within 60 days of the record date, per SEC rules .
Governance Assessment
- Positives
- Independent status and Audit Committee membership support oversight quality; the committee met four times in both 2023 and 2024 .
- Strong shareholder support for her election across 2024 and 2025 (very low withhold votes) .
- Concerns / RED FLAGS
- Controlled company governance: no independent nominating or compensation committee; full board handles director nominations and compensation, and no lead independent director—this can reduce minority shareholder protections .
- Director ownership alignment is modest (<1%); while she holds options, her common shareholdings are small (300 shares), limiting “skin‑in‑the‑game” signals .
- Change in independent auditor in late 2024 (resignation of Citrin Cooperman, appointment of Bush & Associates) warrants monitoring of audit continuity and quality .
- Additional context
- Board meeting attendance met at least the 75% threshold for all incumbents in 2023 and 2024; however, Joy’s 2024 cash compensation ($750) was lower than peers, suggesting fewer meeting attendances or differences in meeting participation relative to 2023; the proxy does not provide individual attendance detail beyond the ≥75% threshold .