Melinda Koster
About Melinda L. Koster
Melinda L. Koster, age 41, is an independent director of J.W. Mays, Inc., elected March 12, 2024. She is a New York–barred attorney, summa cum laude graduate of Pomona College (2006) and Stanford Law School (2012), with prior litigation and clerkship experience; she is the niece of Chairman/CEO Lloyd J. Shulman and great‑granddaughter of company founder Joe Weinstein . The Board classifies her as independent under SEC and Nasdaq rules and standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanford Heisler Sharp McKnight, LLP | Partner; previously Attorney | Partner: Jan 2021–Jun 2024; Attorney: Oct 2015–Jan 2021 | Employment litigation (discrimination, retaliation, wage/hour) expertise |
| U.S. Court of Appeals for the Third Circuit | Law Clerk to Hon. Julio Fuentes | Not disclosed (post-law school) | Federal appellate clerkship experience |
| U.S. District Court, D.N.J. | Law Clerk to Hon. Esther Salas | Not disclosed | Federal trial court clerkship experience |
| Phillips & Cohen LLP | Law Fellow | Not disclosed | Whistleblower/complex litigation exposure |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company directorships | None | — | Proxy states none of the directors is a director of another public company |
Board Governance
- Committee assignments: Audit, Investment Advisory, Compensation, Governance & Nominating .
- Committee independence: All members of Audit, Compensation, and Governance & Nominating Committees are independent; Audit includes two “financial experts” (Ryder, Ecker) .
- Board meetings: Fiscal 2025 had 4 regular meetings and 1 telephone meeting; each director who served attended ≥75% of Board and committee meetings during their service .
- Leadership structure: Combined Chairman/CEO role held by Lloyd J. Shulman; Board asserts benefits for communication and accountability .
Fixed Compensation
| Element | Terms | FY2025 Amount (Koster) |
|---|---|---|
| Cash retainer | $7,000 per quarter | — (included in total) |
| Board meeting fee | $2,200 per Board meeting | — (included in total) |
| Audit Committee fee | $1,200 per meeting (Chair adds $2,000; Koster is member, not Chair) | — (included in total) |
| Other Committee fee (Compensation, Governance, Executive, Investment Advisory) | $600 per meeting | — (included in total) |
| Annual expense allowance | $500 (payable $125 quarterly) | — (included in total) |
| Actual FY2025 cash fees | Aggregate paid | $44,900 |
Note: Meeting counts in FY2025 were Board: 5; Audit: 4; Compensation: 1; Investment Advisory: 0; Governance acted by written consent once; individual attendance breakdown for Koster is not disclosed (only ≥75% threshold) .
Performance Compensation
| Metric/Instrument | Plan Terms | FY2025 Grant/Value |
|---|---|---|
| Stock awards (RSUs/PSUs) | No director stock award plan disclosed | — |
| Stock options | Company states it has no stock option plans | — |
| Non‑equity incentives | No director incentive programs disclosed | — |
The Company states “no incentive compensation programs or stock option plans” broadly; director compensation table shows no stock or option awards .
Other Directorships & Interlocks
| Relationship | Details | Implication |
|---|---|---|
| Family tie | Niece of Chairman/CEO Lloyd J. Shulman | Potential independence/perception risk despite Board’s independence designation |
| Founder lineage | Great‑granddaughter of Joe Weinstein (founder) | Family governance influence context |
| Public company boards | None | Limits interlocks; reduces external time conflicts |
Expertise & Qualifications
- Legal credentials: Stanford Law School (J.D., 2012), Pomona College (summa cum laude, 2006) .
- Professional accolades: Super Lawyers (NY Metro Rising Star; NY Metro Super Lawyer), National Trial Lawyers Top 40 Under 40 Civil Plaintiff, Profiles in Diversity Journal “Woman Worth Watching” .
- Practice focus: Employment law (discrimination, retaliation, wage/hour) .
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Direct ownership | 9,285 | 0.46% | As of Sep 2, 2025 |
| Trust for benefit of Koster | 42,201 | 2.09% | Disclaims beneficial ownership; no voting/investment control |
| Total beneficial (Company table) | 51,486 | 2.56% | As of Sep 2, 2025 |
| Hedging/pledging policy | Hedging prohibited; margin pledging prohibited; limited non‑margin pledge exception | Company insider trading policy |
Insider Filings
| Form | Date | Key Details | Source |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 9, 2024 | Reporting person: Melinda L. Koster; issuer: J.W. Mays, Inc. |
No Form 4 transactions for Koster were located in available sources since her Form 3 filing; beneficial ownership disclosures in the 2025 proxy reflect direct and trust holdings noted above .
Governance Assessment
-
Strengths
- Independence designation under SEC/Nasdaq; service on key committees (Audit, Compensation, Governance) supports board oversight breadth .
- Group attendance ≥75% and full‑year Board/committee activity indicate baseline engagement .
- Legal expertise in employment matters adds governance and compliance skill depth .
-
Risks and RED FLAGS
- Family ties: Koster is the Chairman/CEO’s niece; the Shulman family (via Weinstein Enterprises and trusts) collectively controls a substantial stake (family beneficial ownership 48.83%; Enterprises 47.09%), raising perceived independence and influence risks. She serves on Audit and Compensation committees where objectivity is critical. RED FLAG: familial relationship plus control concentration .
- Related‑party transactions: Significant operating leases with Weinstein Enterprises (affiliated and principally owned by the Chairman), with FY2025 rent payments of $1,020,519 and rent expense of $1,574,285; large right‑of‑use assets and liabilities tied to these leases. RED FLAG: material ongoing related‑party exposure .
- Board leadership: Combined Chairman/CEO structure may limit independent oversight; no Lead Independent Director disclosed .
- Equity alignment: Director compensation is cash‑only; no equity grants to directors; ownership for Koster is modest directly (0.46%) with additional trust shares disclaimed; no disclosed director ownership guidelines. Potentially weaker direct equity alignment vs. cash retainers .
Overall implication: While Koster brings relevant legal expertise and meets independence criteria per the Board, the family relationship and substantial related‑party dealings amplify perceived conflict risk. Her committee roles on Audit and Compensation heighten the need for robust recusals and rigorous governance practices to sustain investor confidence in oversight quality .