Mark Greenblatt

About Mark S. Greenblatt

Mark S. Greenblatt (age 71) is a director of J.W. Mays, Inc., serving on the Board since August 2003. He is a licensed Certified Public Accountant, former Vice President, Chief Financial Officer and Treasurer (2003–Dec 31, 2023), and currently serves as a consultant to the Company under a month‑to‑month agreement; he is also a Trustee of the J.W. Mays, Inc. Retirement Plan and Trust .

Past Roles

External Roles

Board Governance

• Committee assignments and roles
  • Disclosure Committee member (alongside CFO Ward N. Lyke, Jr.). Committee met four times in FY2025; charter approved by the Board .
  • Investment Advisory Committee member (the committee consisted of the entire Board; did not meet in FY2025) .
  • Not listed as a member of the Audit, Compensation, or Governance & Nominating Committees; those committees are comprised of independent non‑employee directors .
  • Not on the Executive Committee (comprised of Chairman Shulman and Dean L. Ryder) .
• Attendance and engagement
  • Each director attended at least 75% of Board and applicable committee meetings in FY2025 .
  • Board held four regular meetings and one telephonic meeting in FY2025 .

Fixed Compensation

• Director fee structure (non‑employee directors)
  • $7,000 quarterly cash retainer; $2,200 per Board meeting; $1,200 per Audit Committee meeting; $600 per Compensation, Executive, Governance & Nominating, and Investment Advisory meeting; Audit Committee Chair: +$2,000 per Audit meeting; $500 annual expense allowance ($125 quarterly) .

• Consulting agreement terms (related‑party)
  • Amended Consulting Agreement dated Oct 22, 2024: month‑to‑month term; either party may terminate on 30 days’ notice; $9,000 per month effective Jan 1, 2025 .

Performance Compensation

Other Directorships & Interlocks

• Public company directorships: None (for all directors, including Greenblatt) .
• Internal interlocks/family ties (governance context): Director Melinda L. Koster is the niece of CEO/Chairman Lloyd J. Shulman, highlighting familial ties on the Board .

Expertise & Qualifications

• Licensed CPA with 46+ years at J.W. Mays in finance, accounting, real estate and operations; served as CFO/Treasurer for ~20 years .
• Continues to contribute to disclosure quality and internal controls as a member of the Disclosure Committee .

Equity Ownership

• Hedging/pledging policy: Company prohibits hedging and margin pledging by officers and directors; an exception to pledge securities as collateral for a non‑margin loan may be granted if ability to repay without pledged shares is clearly demonstrated .
• No pledging by Greenblatt is disclosed in the proxy’s ownership section .

Governance Assessment

• Strengths

  • Deep financial and company‑specific expertise; longstanding institutional knowledge supports oversight of financial reporting and real estate operations .
  • Active role in Disclosure Committee with four meetings in FY2025, signaling engagement over financial reporting and control processes .
  • Company maintains anti‑hedging/anti‑pledging policy and has a clawback policy referenced in the 2025 Form 10‑K exhibits, which are governance‑positive features .

• Risks and potential conflicts

  • RED FLAG: Ongoing paid consulting relationship while serving as a director ($103,000 in FY2025; $56,000 in FY2024) represents a related‑party transaction and can compromise perceived independence; he is not on the Board’s “independent” committees (Audit, Compensation, Governance & Nominating) .
  • RED FLAG: Dual role on Disclosure Committee (with management) while also a paid consultant may raise questions about objective oversight of disclosures and internal controls .
  • Board independence context: Familial ties on the Board (CEO Shulman is the uncle of director Koster), which, while disclosed, can affect perceptions of board independence and succession rigor .

• Compensation mix signals

  • Director pay is entirely cash-based; no equity for alignment at the director level .
  • Consulting fees increased from $56,000 (FY2024) to $103,000 (FY2025), highlighting rising non‑board compensation tied to a related‑party consulting agreement .

• Independence and attendance

  • The proxy does not state Greenblatt is an independent director; he is a former officer and current consultant; the independent committees exclude him, while attendance across directors (including him) met at least 75% in FY2025 .

• Shareholder protections

  • Anti‑hedging/anti‑margin pledge policy applies to directors, reducing misalignment risks .
  • Clawback policy is maintained (referenced in 2025 10‑K exhibits) .

Overall, Greenblatt brings extensive finance and company operating expertise and is engaged on disclosure oversight; however, the concurrent consulting arrangement and committee composition (exclusion from independent committees) are notable governance risk factors for investors tracking board independence and potential conflicts .