Robert Ecker
About Robert L. Ecker
Robert L. Ecker, 68, has served as an independent director of J.W. Mays, Inc. since November 2011. He sits on the Audit, Compensation, Governance & Nominating, and Investment Advisory Committees and is designated an “audit committee financial expert.” He is an attorney admitted in New York and New Jersey, a former Certified Public Accountant, holds an LL.M. in Taxation, and is a founding partner of Ecker, Ecker & Associates, LLP with over 35 years of experience in business, tax, and real estate matters. The company discloses that none of its directors serve on other public company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecker, Ecker & Associates, LLP (Armonk, NY) | Founding Partner; attorney (former CPA), LL.M. (Tax) | “Over thirty-five years” of practice | Business, tax, and real estate expertise applied to board service |
| New York State Society of Certified Public Accountants | Former Board Member | Not disclosed | Professional leadership in accounting community |
| Estate Planning Council, Westchester County | Former Board Member | Not disclosed | Estate/wealth planning expertise |
| NYSSCPA – Westchester Chapter | Past President | Not disclosed | Chapter leadership experience |
External Roles
| Category | Organization/Role | Status |
|---|---|---|
| Public company directorships | None | The proxy states none of the directors is a director of another public company |
| Professional/Non‑profit | Prior roles at NYSSCPA (state board; past president of Westchester Chapter) and Estate Planning Council (Westchester) | Former |
Board Governance
- Committee assignments (FY2025): Audit (member), Compensation (member), Governance & Nominating (member), Investment Advisory (member). Ecker is identified as an “audit committee financial expert.”
- Independence: The board determined Ecker is independent under SEC/Nasdaq standards; no undisclosed relationships considered in that determination.
- Attendance and engagement: All directors serving during FY2025 attended at least 75% of board and applicable committee meetings. The board held 4 regular meetings and 1 telephonic meeting; Audit Committee met 4 times; Compensation Committee met once; Governance & Nominating acted once by written consent; Investment Advisory Committee did not meet.
- Board leadership: Combined Chair/CEO role (Lloyd J. Shulman) persists; board cites communication and accountability benefits. Risk oversight allocated to full board and committees (Audit over financial reporting/internal controls; Compensation over pay-risk alignment).
Committee activity snapshot (FY2025)
| Committee | Ecker Member | Chair | Meetings/Actions FY2025 |
|---|---|---|---|
| Audit | Yes | No (Chair: Dean L. Ryder) | 4 meetings |
| Compensation | Yes | Not disclosed | 1 meeting |
| Governance & Nominating | Yes | Not disclosed | 1 action by written consent |
| Investment Advisory | Yes | Chair: Board Chair (entire board committee) | 0 meetings |
Fixed Compensation
- Structure (non‑employee directors): Quarterly cash retainer $7,000; Board meeting fee $2,200; Audit Committee meeting fee $1,200; other committee meeting fee $600 (Compensation, Executive, Governance & Nominating, Investment Advisory); Audit Chair receives additional $2,000 per Audit meeting; annual expense allowance $500 ($125/quarter).
| Director Fees (USD) | FY2024 | FY2025 |
|---|---|---|
| Robert L. Ecker – Total cash fees | $43,300 | $44,900 |
| Fee Component (FY2025) | Amount |
|---|---|
| Quarterly cash retainer | $7,000 |
| Board meeting fee (per meeting) | $2,200 |
| Audit Committee meeting fee (per meeting) | $1,200 |
| Other committee meeting fee (per meeting) | $600 |
| Annual expense allowance | $500 |
Notes: The director compensation tables show no stock or option awards for Ecker in FY2024 or FY2025.
Performance Compensation
| Category | FY2024 | FY2025 |
|---|---|---|
| Stock awards (RSUs/PSUs) – Ecker | — (none) | — (none) |
| Option awards – Ecker | — (none) | — (none) |
| Director incentives/bonuses | Not disclosed; none shown in director table |
- The company states it has no incentive compensation programs or stock option plans (context provided in executive compensation discussion).
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None; “None of the directors is a director of another public company.” |
| Interlocks with competitors/customers/suppliers | None disclosed in proxy; independence determinations noted no undisclosed relationships. |
Expertise & Qualifications
- Legal, tax, and accounting depth: Admitted NY/NJ bars; former CPA; LL.M. in Taxation; founding partner of law firm focused on business/tax/real estate.
- Financial oversight: Designated “audit committee financial expert.”
- Professional leadership: Former NYSSCPA board member and chapter president; former board member of Estate Planning Council (Westchester).
Equity Ownership
| Beneficial Ownership (as of Sept 2, 2025) | Shares | % of Class |
|---|---|---|
| Robert L. Ecker | 0 | 0% |
- Hedging/pledging: Insider trading policy prohibits hedging and pledging/margin transactions; limited pledge exception permitted if repayment capacity is clearly demonstrated; no pledging by Ecker disclosed.
Governance Assessment
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Strengths
- Independent director with deep legal/tax background and designated audit committee financial expert; sits on all key governance committees, supporting board effectiveness.
- Attendance at or above company threshold (≥75%); Audit Committee active with four meetings in FY2025.
- No other public company board seats, reducing interlock risk.
-
Watch items / RED FLAGS
- Zero share ownership (0%), indicating limited direct “skin in the game” and weaker alignment signal versus best practices that encourage director ownership.
- Combined Chair/CEO structure concentrates power; places greater onus on independent directors (including Ecker) and committees to provide counterbalance.
- Company-level related-party leases with an affiliate controlled by the Chair (rent and lease liabilities are material), requiring strong Audit/Governance oversight; no specific conflict disclosed for Ecker, but oversight risk is elevated.
- Compensation Committee met just once in FY2025; minimal meeting frequency may constrain pay oversight rigor.
-
Compensation mix and trends
- Director pay is 100% cash (no equity or options), which limits alignment with long-term shareholder returns; Ecker’s fees increased modestly from $43,300 (FY2024) to $44,900 (FY2025).
-
Independence and conflicts
- The board affirmed independence for Ecker under SEC/Nasdaq rules and noted no undisclosed relationships impacting that determination; no related‑party transactions involving Ecker are disclosed.
Overall implication: Ecker brings strong financial/legal oversight and committee breadth, but lack of equity ownership and a combined Chair/CEO model, alongside notable related-party leases at the company level, heighten the importance of his (and other independents’) vigilance on audit, governance, and compensation matters.