Lloyd Shulman
About Lloyd Shulman
Lloyd J. Shulman (age 83) has served J.W. Mays, Inc. since 1965 and has been Chairman of the Board, President, and Chief Executive Officer since November 1996; he has been a director since November 1977 . Under his tenure, FY2025 revenue increased to $22,469,710 from $21,593,264 in FY2024, and net loss narrowed to $(136,240) from $(406,568), while the Company’s pay-versus-performance TSR showed a $100 initial investment valued at $91.52 in 2025 versus $114.03 in 2024 . The Company does not utilize TSR or net income in its executive compensation program, which is largely fixed cash without equity incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.W. Mays, Inc. | Senior Vice President | Pre-1978 | Longstanding leadership in operations and real estate . |
| J.W. Mays, Inc. | President and Chief Operating Officer | Nov 1978 – Jun 1995 | Led operations across leasing and property management . |
| J.W. Mays, Inc. | Co-Chairman, Chief Executive Officer, President | Jun 1995 – Nov 1996 | Transitioned to combined leadership role . |
| J.W. Mays, Inc. | Chairman of the Board, Chief Executive Officer, President | Nov 1996 – Present | Extensive experience in leadership and real estate; trustee of the Retirement Plan and Trust . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weinstein Enterprises, Inc. (“Landlord”) | Chairman of the Board | Not disclosed | Affiliate landlord to MAYS on three leases; related-party exposure and control implications . |
| J. Weinstein Foundation, Inc. | Officer and Director | Not disclosed | Voting power over 123,068 MAYS shares (6.11%), though disclaimed as beneficially owned . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | 404,368 | 330,055 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | 59,179 | 60,173 |
| Total ($) | 463,547 | 390,228 |
Additional contract reference: Under the three-year employment agreement extended August 2023 (expires July 31, 2026), the base annual salary for the first year was $410,000; annual increases and bonuses are at Board discretion .
Performance Compensation
- The Company has no incentive compensation programs or stock option plans; executive pay does not utilize TSR or net loss as metrics, and “compensation actually paid” equals reported total compensation .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (No disclosed PSU/RSU/Options/NEIP for Shulman) | — | — | — | — | — |
Equity Ownership & Alignment
| Ownership Component | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Direct ownership | 46,098 | 2.29% | As of Sept 2, 2025 . |
| Through beneficial ownership of Weinstein Enterprises, Inc. | 487,516.31 | 24.18% | Based on 2,038.05 shares (51.37%) of Enterprises held directly and via trusts . |
| J. Weinstein Foundation, Inc. (voting power) | 123,068 | 6.11% | Shulman has voting power; disclaims beneficial ownership; included in director total . |
| Total beneficial (director table) | 656,682.31 | 32.58% | Includes direct, Enterprises-derived, and Foundation shares . |
| Shares outstanding (voting) | 2,015,780 | — | Record date Oct 10, 2025 . |
| Options (exercisable/unexercisable) | None | — | No option plans in place . |
| RSUs/PSUs (vested/unvested) | None | — | No stock award programs . |
| Pledging/Hedging | Prohibited | — | Anti-hedging and anti-pledging policy; exceptions for non-margin loans with clear capacity . |
| Ownership guidelines | Not disclosed | — | No formal guidelines disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Three-year employment agreement effective Aug 1, 2023; extended every three years; expires July 31, 2026 . |
| Base salary (contract year 1) | $410,000; increases and annual bonus at Board discretion . |
| Severance | No severance provisions other than disability . |
| Disability | If permanently disabled, compensation continues through July 31, 2026 . |
| Non-compete | 24 months post-termination; 15-mile radius of principal office . |
| Non-solicit/confidentiality | Restrictions on inducing employees and using confidential information adverse to the Company . |
| Change-of-control | Not disclosed . |
| Auto-renewal | Agreements historically extended every three years; latest extension August 2023 . |
| Clawback policy | Adopted effective Jan 1, 2024, aligned with Exchange Act Rule 10D-1 . |
| Rule 10b5-1 plans | No adoptions or terminations reported in quarter ended July 31, 2025 . |
Board Governance
- Dual role: Shulman serves as combined Chairman/CEO/President; Board asserts combined leadership enhances communication, strategic clarity, and knowledge of operations .
- Independence: Board has a majority of independent directors; Audit, Compensation, and Governance/Nominating committees comprised solely of independent directors .
- Committees: Executive Committee (Shulman as Chairman) did not meet in FY2025; Investment Advisory Committee (entire Board; meets on call of Chairman; no meetings in FY2025) .
- Attendance: Each director attended at least 75% of Board and assigned committee meetings in FY2025 .
- Family relationship: Director Melinda L. Koster is Shulman’s niece, and great-granddaughter of the founder; disclosed by the Company .
- Director compensation: Employee directors are not paid director fees; non-employee director fee structure is fixed cash retainers and meeting fees, with Audit Chair premiums .
Say-on-Pay & Shareholder Feedback
| Item | Votes For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| 2024 Advisory Vote on Executive Compensation | 1,295,958 | 1,822 | 48 | 72,476 |
| 2024 Advisory Vote on Frequency (1-year) | 1,287,873 | — | — | — |
The 2025 proxy again proposes advisory votes on compensation and frequency; the Board recommends approval, with frequency alternatives presented; results not yet disclosed .
Related Party Transactions and Risk Indicators
- Affiliate leasing: MAYS has three operating leases with Weinstein Enterprises, Inc. (“Landlord”), principally owned by Shulman as Chairman of both entities; FY2025 rent payments totaled $1,020,519 and rent expense $1,574,285; right‑of‑use assets $12,659,734 and lease liabilities $7,859,770 at July 31, 2025 .
- Lease expirations: Key affiliate lease expirations include Jamaica Avenue (May 31, 2035; extended to May 31, 2040 via option), 504–506 Fulton (Apr 30, 2031), and 508 Fulton (Apr 30, 2044) .
- Anti-hedging/pledging: Directors and officers prohibited from hedging and margin pledging; limited exceptions for non-margin loans .
- Controlling group: Shulman family beneficially owns 48.83% of outstanding shares (inclusive of entities and trusts); Enterprises beneficially owns 47.09%; governance risk mitigated by majority independent Board .
- Legal proceedings: Routine litigation; management expects no material adverse effect .
- Auditor independence and fees: FY2025 total auditor fees $263,578 vs $237,800 in FY2024 .
Performance & Track Record Highlights
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($) | 21,593,264 | 22,469,710 |
| Net Loss ($) | (406,568) | (136,240) |
| Cash from Operations ($) | 1,434,730 | 2,520,634 |
| TSR Value of $100 Investment | 114.03 | 91.52 |
Compensation Structure Analysis
- Year-over-year shift: CEO cash compensation decreased from $463,547 (FY2024) to $390,228 (FY2025), reflecting lower base salary and similar “all other” compensation; no equity was granted in either year .
- Pay mix: 100% fixed cash and benefits; no RSUs/PSUs/options; limited “at-risk” pay; Compensation Committee asserts program does not encourage excessive risk-taking .
- Governance: Clawback policy effective Jan 1, 2024; insider trading policy prohibits hedging/pledging; no 10b5‑1 plans adopted/terminated in most recent quarter .
Investment Implications
- Alignment: Shulman’s significant beneficial ownership (32.58%) aligns with long-term value creation, but absence of equity incentive plans reduces direct pay-for-performance linkage and eliminates vesting-driven selling pressure .
- Governance risk: Dual Chairman/CEO role, family ties on the Board, and material related-party leases with an affiliate chaired by Shulman present potential conflicts; mitigants include majority independent committees and disclosure rigor .
- Trading signals: High say‑on‑pay support in 2024 suggests low near-term compensation activism; anti-hedging/pledging policy constrains opportunistic hedging or margin pledging; no recent 10b5‑1 adoptions .
- Execution: FY2025 operational improvement with stronger cash generation and lower net loss alongside lease renewals and new tenants; however, TSR underperformed across the measurement period, reflecting broader valuation and real estate market dynamics .