Steven Gurney-Goldman
About Steven Gurney-Goldman
Independent director (age 34), serving on J.W. Mays, Inc.’s board since March 29, 2017, with experience in real estate operations, finance, and acquisitions. He holds an MBA from the Wharton School and previously worked at Solil Management; he is currently a Partner at Arena Capital LLC and a board member of Sol Goldman Investments (an affiliate of Solil Management) since 2022 . He is designated independent under SEC and Nasdaq standards; the board noted no undisclosed relationships affecting independence .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| Solil Management, LLC | Real estate professional | 2013–2020 | Property management, retail leasing, real estate finance and acquisitions, project development |
| Arena Capital LLC | Partner | Current (start date not disclosed) | Real estate private equity, specializing in acquiring multi-family and mixed-use properties in New York’s Hudson Valley |
| J.W. Mays, Inc. | Director | Since Mar 29, 2017 | Board service; Audit and Investment Advisory Committees |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Sol Goldman Investments | Board member | Since 2022 | Private | Affiliate of Solil Management |
| Other public company boards | None | — | — | The proxy states no J.W. Mays directors serve on other public company boards |
Board Governance
- Committees: Audit Committee member; Investment Advisory Committee member. Not a committee chair; Audit Chair is Dean L. Ryder .
- Independence: Classified independent under SEC/Nasdaq standards; board found no undisclosed relationships affecting independence .
- Attendance: Each director attended at least 75% of board and relevant committee meetings in FY2025; board held four regular meetings and one telephonic meeting. Audit Committee met four times; Investment Advisory Committee did not meet in FY2025 .
- Board structure: Combined Chair/CEO role held by Lloyd J. Shulman; the company favors this structure for continuity and strategy oversight .
- Insider trading policy: Prohibits hedging and margin pledging; pledging as loan collateral may be permitted with demonstrated capacity to repay without resort to pledged shares .
Fixed Compensation
- Director pay program (non-employee directors):
- Cash retainer $7,000 per quarter; Board meeting fee $2,200; Audit Committee meeting $1,200; Compensation/Executive/Governance & Nominating/Investment Advisory meetings $600; Audit Chair receives an additional $2,000 per Audit Committee meeting; annual expense allowance $500, payable $125 quarterly .
- FY2025 cash received (Steven Gurney-Goldman): $44,300; no stock or option awards; no other compensation reported .
| Component | Amount | Note |
|---|---|---|
| Quarterly cash retainer | $7,000 per quarter | Non-employee directors |
| Board meeting fee | $2,200 per meeting | — |
| Audit Committee meeting fee | $1,200 per meeting | Audit Chair add’l $2,000 per meeting (not applicable to Steven) |
| Other committee meeting fee | $600 per meeting | Compensation, Executive, Governance & Nominating, Investment Advisory |
| Annual expense allowance | $500 ($125 quarterly) | — |
| Steven Gurney-Goldman FY2025 fees | $44,300 | Total cash fees; no equity/option awards |
Performance Compensation
- Program availability: The company has no incentive compensation programs or stock option plans .
- FY2025 director equity/incentive outcomes (Steven Gurney-Goldman): Stock awards $0; Option awards $0; Non-equity incentive plan comp $0 .
| Metric | FY2025 | Notes |
|---|---|---|
| Stock awards ($) | $0 | No director stock grants |
| Option awards ($) | $0 | No stock option plan |
| Non-equity incentive ($) | $0 | No incentive program |
Other Directorships & Interlocks
| Category | Company | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company boards | — | None | — | Proxy states no directors serve on other public company boards |
| Private board | Sol Goldman Investments | Director | Since 2022 | Affiliate of Solil Management |
Expertise & Qualifications
- Real estate operations, finance, acquisitions, project development (Solil Management) .
- MBA from Wharton School of Business .
- Current real estate private equity Partner (Arena Capital LLC), focused on multi-family and mixed-use assets in NY Hudson Valley .
Equity Ownership
- Reported beneficial ownership: 113,500 shares (5.63% of outstanding), held by the Estate of Allan H. Goldman, for which Steven serves as executor .
- Shares outstanding context: 2,015,780 shares outstanding as of Oct 10, 2025 (net of 162,517 treasury shares) .
- Pledging/hedging: Company policy prohibits director/officer hedging and margin pledging; collateral pledging only by exception with strict conditions .
| Holder | Shares | % of Class | Nature |
|---|---|---|---|
| Steven Gurney-Goldman | 113,500 | 5.63% | Shares held by Estate of Allan H. Goldman; Steven is executor |
Insider filing reference:
| Filing Type | Filing Date | Reporting Person | Shares | Note |
|---|---|---|---|---|
| Schedule 13D | Dec 9, 2024 | Estate of Allan H. Goldman and Steven Gurney-Goldman (executor) | 113,500 | Reported beneficial ownership via the Estate |
Governance Assessment
- Board effectiveness: Steven contributes domain expertise in real estate finance and acquisitions and participates on the Audit Committee, supporting financial oversight. Attendance thresholds were met (≥75%), indicating baseline engagement .
- Independence and alignment: He is designated independent, and director pay is cash-only with no equity grants, limiting direct equity-based alignment; however, as executor of an estate holding 5.63% of MAYS, he may exercise voting power over a significant stake, which can align interests with shareholders but may not reflect personal economic exposure .
- Conflict environment: The company operates with a combined Chair/CEO model and has material related-party real estate leases with Weinstein Enterprises, controlled by the Chair/CEO, which places heightened importance on independent directors’ oversight on Audit and Governance committees .
- Risk indicators and RED FLAGS:
- Related-party transactions: Significant leases with an affiliate controlled by the Chair/CEO (rent expense $1,574,285 in FY2025; lease liabilities $7,859,770 at July 31, 2025), elevating conflict-of-interest risk that independent directors must monitor .
- Combined Chair/CEO structure: Concentration of power can reduce counterbalance; board explicitly supports the structure, but investors may view it as a governance risk absent a strong lead independent director disclosure (not provided) .
- Equity alignment: No director equity programs and cash-only compensation reduce formal equity-based alignment for independent directors; Steven’s reported beneficial ownership is via an estate where he is executor, not through personal direct holdings .