David F. McBride

About David F. McBride

Independent director of First Real Estate Investment Trust of New Jersey, Inc. (FREIT), age 77, serving since 2007; current board term expires at the 2026 annual meeting. McBride holds a B.A. in Economics and a J.D. from Georgetown University and has 45+ years of diversified real estate experience as CEO of McBride Enterprises, Inc., with prior roles spanning construction, engineering, and brokerage; he also served as Chairman of Keystone Property Trust (NYSE) until its sale to ProLogis in 2004 and is Of Counsel at Harwood Lloyd, LLC specializing in real estate matters .

Past Roles

External Roles

During the past five years, none of FREIT’s directors (including McBride) served as directors of any company with securities registered under Section 12 or subject to Section 15(d) of the Exchange Act, or of any registered investment company .

Board Governance

• Committees: Audit Committee member; Compensation Committee Chair; Nominating Committee member .
• Independence: McBride qualifies as an independent director under NASDAQ and SEC rules; all current committee members are independent .
• Attendance and Board Activity: In fiscal 2024 the Board held 14 meetings (plus 3 unanimous written consents); each incumbent director attended at least 75% of board and committee meetings; all directors attended the June 27, 2024 annual meeting .
• Committee Activity: Audit Committee met four times in fiscal 2024; Compensation Committee and Nominating Committee each met once .
• Audit Committee Financial Expert: The Board states none of the Audit Committee members meet the SEC’s specific “financial expert” criteria (though they possess capabilities across GAAP, internal controls, and audit committee functions) .
• Board leadership: No formal Lead Independent Director; Board notes Chairman Ronald J. Artinian informally functions in that capacity .
• 2025 Shareholder Meeting Results (context): Artinian and Meng re-elected; auditor ratification passed (EisnerAmper) .

Fixed Compensation

FY2024 director compensation schedule: each director received an annual cash retainer of $60,000; each committee member received $2,500; Chairs received $15,000 (Audit) and $10,000 (Compensation); Chairman of the Board received $30,000 (Artinian) .

Performance Compensation

• Change-in-control terms: Under FREIT’s Equity Incentive Plan, on a change in control or sale of substantially all assets, all outstanding options become exercisable and outstanding restricted share awards immediately become free of all restrictions .
• Clawback: FREIT adopted a clawback policy for incentive-based compensation paid to executive officers (not specifically directors) in the event of a restatement; no incentive-based cash paid in FY2024 .
• Hedging prohibition: Directors and employees are prohibited from hedging or offsetting declines in FREIT shares (e.g., through options or swaps) .

Other Directorships & Interlocks

FREIT is externally managed by Hekemian & Co., with multiple related-party arrangements involving other directors/executives; Audit Committee oversees and evaluates related-party transactions per charter .

Expertise & Qualifications

• Deep real estate development, operations, and investment expertise; legal training and practice in real estate law (Of Counsel at Harwood Lloyd) .
• Audit committee service with GAAP and internal control literacy; not designated SEC “financial expert” by Board’s criteria .
• Governance experience as Compensation Committee Chair and Nominating Committee member .

Equity Ownership

Section 16(a) compliance: FREIT believes all directors and officers complied with Section 16 filings during fiscal 2024 .

Governance Assessment

• Independence and engagement: McBride is independent, chairs Compensation, and serves on Audit and Nominating; FY2024 board activity was robust (14 meetings), with ≥75% attendance by incumbents and full annual meeting attendance, supporting engagement .
• Pay structure and alignment: Director pay mixes fixed cash with annual equity grants of $20,000 in fully vested shares; McBride’s actual FY2024 cash fees were $74,708 plus $20,000 stock, consistent with disclosed fee schedules and reinforcing alignment via ownership .
• Skills coverage and audit oversight: While the Audit Committee lacks an SEC-defined “financial expert,” members (including McBride) possess relevant GAAP and controls competencies; this is a governance gap but mitigated by CFO qualifications and committee processes .
• Related-party risk environment: FREIT’s external manager (Hekemian & Co.) has extensive related-party relationships with other directors/executives; McBride is not part of these affiliations, and committee independence plus charter oversight add safeguards, though concentration of related-party interactions is a standing governance risk .
• Shareholder feedback: 2023 advisory say-on-pay approved at ~74.6%, indicating moderate support for pay practices; next vote scheduled for 2026 .

RED FLAGS

• Audit Committee lacks SEC-defined financial expert, which may concern some investors despite stated competencies .
• External management with extensive related-party transactions involving other directors/executives elevates perceived conflict risk; continuous rigorous committee oversight is essential .

Positive Signals

• Independent leadership in Compensation and Nominating by McBride; consistent meeting engagement; equity grants to directors promote ownership alignment .
• Hedging prohibitions strengthen alignment; Section 16 compliance reported .