Dean Ryder
About Dean L. Ryder
Dean L. Ryder (age 79) has served as an independent director of J.W. Mays, Inc. since 1999. He is Chair of the Audit Committee (since July 2021) and a member of the Executive, Investment Advisory, Compensation, and Governance & Nominating Committees. Ryder is designated an “audit committee financial expert” and is independent under SEC and Nasdaq standards; he holds no MAYS stock and is not a director of any other public company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.W. Mays, Inc. | Director | Since Nov 1999 | Audit Chair since Jul 2021; member of Executive, Investment Advisory, Compensation, Governance & Nominating |
| Putnam County National Bank | President | Since 1994 | Banking leadership; lending expertise supports MAYS’ banking and borrowing relationships |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Putnam County National Bank | Director | Also President since 1994 |
| New York State Bankers Association | Board Member | Industry body |
| Old Rhinebeck Aerodrome | Board Member | Non-profit/aviation heritage |
| American Heart Association | Board Member | Non-profit |
| Town of Kent Industrial Development Authority | Board Member | Local development authority |
| FlightSafety International, Inc. | Board Member | Listed as “Flight safety International, Inc.” (2025) / “Flightsafety International, Inc.” (2024) |
| Other public company boards | None | “None of the directors is a director of another public company.” |
Board Governance
- Independence: The board determined Ryder is independent; Audit, Compensation, and Governance & Nominating Committees are fully independent, and Audit members meet Rule 10A‑3 requirements .
- Financial Expert: Ryder qualifies as an “audit committee financial expert” .
- Attendance: Each director attended at least 75% of board and committee meetings in fiscal 2025 (and 2024) .
- Committee activity (Ryder serves on/chaired):
- Audit Committee: met 4 times (FY2025); Ryder chaired; oversight of financial reporting, auditor independence, and fees .
- Compensation Committee: met once (FY2025); independent members .
- Executive Committee: did not meet (FY2025) .
- Investment Advisory Committee: did not meet (FY2025) .
- Governance & Nominating Committee: acted by written consent once (FY2025) .
- Board leadership: Combined Chair/CEO role (Lloyd J. Shulman) persists; company cites efficiency and clarity as rationale .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Director Cash Retainer (policy) | $7,000 per quarter | $7,000 per quarter |
| Board Meeting Fee (policy) | $2,200 per meeting | $2,200 per meeting |
| Audit Committee Meeting Fee (policy) | $1,200 per meeting | $1,200 per meeting |
| Other Committee Meeting Fee (policy) | $600 per Compensation/Executive/G&N/Investment meeting | $600 per Compensation/Executive/G&N/Investment meeting |
| Audit Chair Premium (policy) | +$2,000 per Audit Committee meeting (chair) | +$2,000 per Audit Committee meeting (chair) |
| Annual Expense Allowance (policy) | $500 ($125 quarterly) | $500 ($125 quarterly) |
| Ryder – Total Director Fees Earned | $51,300 | $52,900 |
| Ryder – Stock Awards | — | — |
| Ryder – Option Awards | — | — |
| Ryder – Other Compensation | — | — |
Performance Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors; stock awards column “—” | None disclosed for directors; stock awards column “—” |
| Options | None disclosed for directors; option awards “—” | None disclosed for directors; option awards “—” |
| Performance metrics tied to director pay | None disclosed; director pay is cash retainers/meeting fees | |
| Hedging/Pledging Policy | Hedging and margin transactions prohibited; pledging only by exception with ability to repay without resort to pledged securities |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None (no MAYS director serves on another public company board) |
| Potential interlocks | Banking roles (Putnam County National Bank board and president) could intersect with MAYS banking relationships; described as beneficial to lending relationships |
| Family ties on board (context) | Melinda L. Koster is the niece of Chair/CEO Lloyd J. Shulman; not directly related to Ryder but relevant to board independence optics |
Expertise & Qualifications
- 50+ years in banking; President of Putnam County National Bank since 1994; broad lending and financial services expertise .
- Audit Committee financial expert designation; deep oversight of auditor independence and financial controls .
Equity Ownership
| Holder | FY 2024 Shares | FY 2024 % | FY 2025 Shares | FY 2025 % |
|---|---|---|---|---|
| Dean L. Ryder | — | 0% | — | 0% |
Governance Assessment
- Strengths
- Independent director and Audit Chair with financial expert designation; consistent committee engagement; meets attendance thresholds .
- Clear audit oversight, including auditor independence communications and fee approvals; committee met 4 times in FY2025 .
- Risks/Red Flags
- Alignment: Ryder holds no MAYS shares; director pay is entirely cash with no equity—limited “skin in the game” .
- Tenure/age: Very long tenure (since 1999) and age 79; may raise questions about independence over time and succession planning on key committees .
- Board structure: Combined Chair/CEO role; concentrated family/affiliate influence (e.g., related-party leases with Weinstein Enterprises controlled by Chair) heightens oversight demands on independent directors, including Audit Chair .
- Compliance optic: FY2024 Section 16 Form 3 was filed late for Ryder (no ownership), indicating minor compliance lapse, though corrected .
- Overall implication
- Ryder’s banking expertise and audit leadership are positives for financial oversight and risk management. However, zero equity ownership and the company’s affiliate transactions under a combined Chair/CEO structure place greater responsibility on Ryder to rigorously oversee related-party dealings and maintain investor confidence in board independence .