Jennifer Caruso
About Jennifer L. Caruso
Independent director nominee age 43 as of September 2, 2025; elected to the J.W. Mays Board on March 15, 2022, and appointed to the Investment Advisory Committee. Practicing attorney at Michael V. Caruso, P.C. since 2018; Juris Doctor from Pace University School of Law (May 2008); admitted to New York and Connecticut Bars. Background includes legal counsel to small businesses, corporate organization and sale transactions, and volunteer work in fundraising/advertising for a local judicial committee’s election efforts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michael V. Caruso, P.C. | Attorney/Member | 2018–present | Corporate legal counsel; corporate organization and sale transactions |
| Local judicial committee (volunteer) | Campaign operations (fundraising/advertising/support) | Not disclosed | Supported successful election efforts |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | “None of the directors is a director of another public company.” |
| Private/non-profit/academic boards | Not disclosed | — | No additional boards disclosed |
Board Governance
- Committee assignments: Investment Advisory Committee (only) .
- Independence: The company identifies independent directors as Ecker, Gurney-Goldman, Koster, and Ryder; Caruso is not listed among independent directors under Nasdaq and SEC standards .
- Attendance: Each director attended at least 75% of the aggregate Board and committee meetings during fiscal 2025 and fiscal 2024 .
- Board meetings: 4 regular and 1 telephone meeting in FY2025; 4 regular meetings in FY2024 .
- Committee activity: Investment Advisory Committee did not meet in FY2025; met once in FY2024 .
- Board leadership: Combined Chair/CEO role held by Lloyd J. Shulman; company cites efficiency and strategic clarity for combined role .
- Insider trading policy: FY2025 proxy implements prohibitions on hedging and pledging (with narrow exception requiring demonstrated repayment capacity) for directors/officers/employees . FY2024 proxy noted no adopted hedging practices at that time .
Fixed Compensation
Director pay structure and Caruso’s actual fees.
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash retainer (quarterly) | $7,000 per quarter | $7,000 per quarter |
| Board meeting fee | $2,200 per meeting | $2,200 per meeting |
| Audit Committee meeting fee | $1,200 per meeting | $1,200 per meeting |
| Other committee meeting fee (Comp, Exec, Gov/Nom, Investment) | $600 per meeting | $600 per meeting |
| Audit Chair additional | $2,000 per Audit Committee meeting | $2,000 per Audit Committee meeting |
| Annual expense allowance | $500 ($125 quarterly) | $500 ($125 quarterly) |
| Director | FY2024 Fees Earned ($) | FY2025 Fees Earned ($) |
|---|---|---|
| Jennifer L. Caruso | 37,900 | 39,500 |
Performance Compensation
| Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None | None | No equity plans for directors disclosed |
| Options | None | None | No stock option plans; company states no incentive comp programs |
| Performance metrics (TSR/EBITDA/etc.) | None disclosed for directors | None disclosed for directors | Compensation program lacks performance-linked elements for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None for Caruso; none of MAYS directors serve on other public company boards |
| Interlocks/conflicts | Not disclosed for Caruso; note broader related-party arrangements at company (see Related-Party section) |
Expertise & Qualifications
- Legal expertise: Corporate law, business organization, transactions; decade of advisory experience .
- Education: JD, Pace University School of Law (May 2008); NY and CT Bar admissions .
- Board-relevant skills: Legal/regulatory comprehension; oversight support for investment review via Investment Advisory Committee .
Equity Ownership
| Holder | FY2024 Shares | FY2024 % of Class | FY2025 Shares | FY2025 % of Class |
|---|---|---|---|---|
| Jennifer L. Caruso | — | 0% | — | 0% |
- Hedging/pledging: Directors prohibited from hedging; pledging prohibited except with demonstrated non-margin repayment capacity .
Insider Trades
| Filing/Transaction | Date | Detail |
|---|---|---|
| Form 3 (initial beneficial ownership) | FY2024 | Filed late; reported no transactions and no beneficial ownership for Caruso |
| Form 4 transactions | Through FY2025 proxy period | None disclosed in proxy materials |
Governance Assessment
-
Strengths
- Legal/regulatory skill set supports governance oversight, especially for contracts and transactions .
- Attendance threshold met (≥75%) alongside Board regular meeting cadence; consistent engagement .
- Adoption of anti-hedging/anti-pledging policy in FY2025 enhances alignment safeguards .
-
Concerns/RED FLAGS
- Independence: Caruso not listed among independent directors; Board independence concentrated in four other directors while Chair/CEO roles are combined . This, combined with family ties elsewhere on the Board (Koster is niece of Chair/CEO), may weaken perceived independence and oversight .
- Ownership alignment: Caruso holds no MAYS shares; absence of director equity program reduces “skin-in-the-game” alignment .
- Committee influence: Assigned only to Investment Advisory Committee, which did not meet in FY2025 and met once in FY2024; limited committee activity may reduce governance impact .
- Related-party exposure (company-level): Significant affiliated leases with Weinstein Enterprises (controlled by Chair/CEO), with FY2025 rent payments totaling $1,020,519 and lease liabilities of $7,859,770; long-dated obligations and surrender of leasehold improvements at expiration underscore counterparty conflict risk, elevating oversight demands on non-executive directors .
- Section 16 compliance: Late Form 3 filing in FY2024 for Caruso (no holdings) is a minor compliance lapse .
-
Implications for investors
- Board oversight risk remains elevated due to concentrated control and related-party transactions; Caruso’s legal background is additive, but her lack of independence designation and zero ownership weaken alignment signals. Monitoring committee workloads, independence mix, and any evolution in director equity policies or governance reforms is advised .