Margaret B. Wetherbee

About Margaret B. Wetherbee

Independent director of FRP Holdings since 2019; age 55 as of the 2025 proxy. Former commercial real estate attorney at Rogers Towers, P.A. (1998–2008) with transaction, development, finance, and leasing focus; currently serves on boards of several non-profit organizations. Not independent under NASDAQ standards due to family ties: niece of Executive Chairman John D. Baker II and cousin of CEO John D. Baker III. Tenure on FRP board: ~6 years; attended all board and committee meetings in 2024.

Past Roles

Organization	Role	Tenure	Committees/Impact
Rogers Towers, P.A.	Attorney, Commercial Real Estate Transactions	1998–2008	Focus on development, finance, sale/acquisition transactions, lease negotiations

External Roles

Organization	Role	Tenure	Notes
Several non-profit organizations (unspecified)	Board Member	Current	Names not disclosed

Board Governance

Committee memberships: None; Wetherbee is not listed as a member or chair of Audit, Compensation, or Governance committees.
Independence status: Not independent; only five of nine directors are independent (McAfee, Stein, Surface, Thomas, Walton).
Attendance: All directors attended all Board and committee meetings in 2024; directors are required to attend annual meeting and did so.
Leadership: Executive Chairman is John D. Baker II; Lead Independent Director is Matthew S. McAfee; independent directors held five executive sessions in 2024.
Years of service on FRP board: Director since 2019.

Fixed Compensation

Structure (2024): Annual board retainer $20,000; board meeting fee $2,000 per meeting; committee fees vary by committee and chair/member status (Audit: $10,000 chair/$5,000 member plus special meeting fees; Compensation: $5,000 chair/$1,000 member; Other committees: $2,000 chair/$1,000 member).
Wetherbee 2024 actual cash fees: $28,000.
Wetherbee 2023 actual cash fees: $22,500.

Year	Cash Fees ($)	Notes
2023	22,500	Board retainer $15,000; unscheduled meeting fees $1,500; committee fee schedule per 2023 table
2024	28,000	Board retainer increased to $20,000; board meeting fee $2,000; committee fee schedule per 2024/2025 table

Performance Compensation

Non-employee director equity grants:
- May 10, 2023: 1,730 shares, grant-date fair value $99,994 (closing price $57.80).
- May 8, 2024: 3,226 shares, grant-date fair value $100,006 (closing price $31.00).

Grant Date	Shares Granted	Grant-Date Fair Value ($)	Reference Price
May 10, 2023	1,730	99,994	$57.80 close
May 8, 2024	3,226	100,006	$31.00 close

Mix and alignment:
- 2024 total director comp for Wetherbee: $128,006, with $100,006 equity (≈78.2%) and $28,000 cash (≈21.8%). Calculation based on disclosed amounts; supports equity alignment.
- 2023 total director comp: $122,494, with $99,994 equity and $22,500 cash.

Year	Total Director Compensation ($)	Cash ($)	Equity ($)
2023	122,494	22,500	99,994
2024	128,006	28,000	100,006

No director performance metrics (e.g., TSR targets) tied to director equity grants are disclosed; equity appears to be time-based stock grants to non-employee directors.

Other Directorships & Interlocks

Entity	Role	Overlap/Interlock	Notes
FRP Holdings, Inc.	Director (non-independent)	Family interlock	Niece of Executive Chairman John D. Baker II; cousin of CEO John D. Baker III
Non-profit organizations (unspecified)	Board Member	External	No public company boards disclosed

Expertise & Qualifications

Legal/real estate: 10 years practicing commercial real estate law (development, finance, transactions, leasing) at Rogers Towers.
Board leadership: Current service on several non-profit boards (specific organizations not disclosed).
Diversity: Contributes to board gender diversity (two female directors on nine-person board).

Equity Ownership

Beneficial ownership (as of Dec 31, 2024): 347,276 shares; 1.82% of class.
Breakdown: 125,540 shares held directly; 221,736 shares held by the Cynthia L. Baker Trust dated 4/30/65 FBO Edward L. Baker and Margaret B. Wetherbee (co-trustee and beneficiary).
Shares outstanding relevant to percent: 19,087,334 (record date March 17, 2025).
Hedging/Pledging: Company prohibits hedging and short sales by directors; no director hedging in 2024 disclosed. Pledging not disclosed.

Holder/Source	Shares	Ownership %
Direct (Wetherbee)	125,540	—
Cynthia L. Baker Trust FBO Edward L. Baker and Margaret B. Wetherbee	221,736	—
Total (Beneficial)	347,276	1.82%

Insider Trading and Section 16 Compliance

Year	Status	Notes
2024	Timely filings for all directors and officers	Company states all persons subject to Section 16(a) filed timely in 2024
2023	Late filings noted for certain executives (not Wetherbee)	Late Forms 4 tied to executive awards and transactions; no late filing identified for Wetherbee

Governance Assessment

Strengths:
- High meeting attendance; all directors attended all Board and committee meetings in 2024, indicating engagement.
- Equity-heavy director pay mix (≈78% equity in 2024) promotes alignment; annual non-employee director share grants reinforce long-term focus.
- Robust governance processes, including annual board/committee self-evaluations and regular executive sessions (five in 2024).
- Prohibition on hedging/short sales for directors; no hedging in 2024 disclosed.
Concerns/RED FLAGS:
- Independence: Wetherbee is not independent due to family ties to Executive Chairman and CEO; this creates potential conflict-of-interest exposure and may affect perceived board effectiveness, especially given her lack of committee roles.
- Committee engagement: No Audit, Compensation, or Governance committee assignments for Wetherbee, reducing her direct oversight role on critical board committees.
- Family control concentration: Baker family collectively controls significant equity stakes; governance scrutiny warranted for related-party exposure and oversight rigor.
Context:
- Lead Independent Director structure and independent-majority committees mitigate some independence concerns, but investors may prefer independent directors on key committees and/or formal recusal protocols where familial conflicts exist.