Matthew S. McAfee
Lead Independent Director at FRPH
Board
About Matthew S. McAfee
Independent director and Lead Independent Director at FRP Holdings since March 6, 2024; age 57 in the 2025 proxy. A 30+ year real estate lawyer focused on commercial transactions, leasing, and project finance; founder of Driver McAfee Hawthorne & Diebenow, PLLC (Jacksonville, FL) since 2003. Education: J.D., University of Florida Levin College of Law; B.S., Duke University. Prior non-profit leadership: Chairman, Jacksonville Symphony Orchestra; President, Tree Hill Nature Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Driver McAfee Hawthorne & Diebenow, PLLC | Founder and practicing real estate lawyer | 2003–present | Commercial real estate transactions, leasing, project finance expertise |
| Jacksonville Symphony Orchestra | Chairman (prior) | Not disclosed | Board leadership experience |
| Tree Hill Nature Center | President (prior) | Not disclosed | Community governance experience |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| — | None disclosed beyond FRP Holdings | — | No other public company boards disclosed |
Board Governance
- Independence and leadership: Determined independent under NASDAQ standards; currently serves as Lead Independent Director, presiding over executive sessions of independent directors . Independent directors met in executive session five times in 2024, with the Lead Independent Director presiding .
- Attendance: In 2024, Board held 5 meetings; Audit 4; Compensation 2; Governance 1. All directors attended all Board and applicable committee meetings; all directors attended the annual shareholders meeting .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Director independence status | Independent | Independent |
| Lead Independent Director role | Lead Independent Director | Lead Independent Director; presided over 5 executive sessions |
| Board meetings held (count) | 5 | 5 |
| Attendance rate | 100% of Board and committees served | 100% of Board and committees served |
| Executive sessions (independent directors) | 5; presided by lead independent | 5; presided by lead independent |
- Committees and chair roles:
| Committee Assignment | 2024 | 2025 |
|---|---|---|
| Audit Committee | Member | Member |
| Compensation Committee | Member | Member |
| Governance Committee | Chair | Chair |
- Hedging/derivatives policy for insiders: Prohibits hedging, short sales, and trading options; in 2024 no directors or executives hedged company securities .
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Cash fees (actual) | $33,833 | FY2024 | Paid as fees earned or paid in cash as disclosed in director compensation table . |
| Annual director retainer | $20,000 | 2024 schedule | Cash fee schedule for all non-employee directors . |
| Board meeting attendance fee | $2,000 per meeting | 2024 schedule | Fee per Board meeting attendance . |
| Committee fees – Audit (member) | $5,000 | 2024 schedule | Annual fee for Audit Committee member . |
| Committee fees – Compensation (member) | $1,000 | 2024 schedule | Annual fee for Compensation Committee member . |
| Committee fees – Governance (chair) | $2,000 | 2024 schedule | Annual fee for chair of “other committees” (Governance listed under “Other Committees”) . |
| Meeting fees (committees) | $1,000 member / $1,500 chair | 2024 schedule | Audit Committee’s 4 regular meetings excluded from meeting fees; extra sessions only . |
Fee structure year-over-year change: director annual retainer increased from $15,000 (2023 schedule) to $20,000 (2024 schedule); board attendance fee increased from $1,500 (unscheduled meetings, 2023) to $2,000 (board meetings, 2024) .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Price | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Annual stock grant (non-employee directors) | May 8, 2024 | 3,226 | $31.00 | $100,006 | Not disclosed | None disclosed for directors; time-based stock grant under Equity Incentive Plan . |
| Stock Award (Form 4) | May 12, 2025 | 6,876 | Not disclosed | Not disclosed | Not disclosed | Not disclosed in source; insider roster indicates stock award grant . |
Notes: Director equity grants are not tied to performance metrics (e.g., revenue/EBITDA/TSR) in the proxy; FRP’s disclosed performance-based metrics apply to executive LTI awards (joint venture NOI targets), not to director compensation .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Driver McAfee Hawthorne & Diebenow, PLLC | Private law firm | Founder; practicing lawyer | FRP operates in commercial real estate; no related-party transactions disclosed involving the firm; Compensation Committee members (including McAfee) had no relationships requiring related-party disclosure in 2024 . |
| Jacksonville Symphony Orchestra | Non-profit | Former Chairman | Non-profit; no FRP interlock disclosed . |
| Tree Hill Nature Center | Non-profit | Former President | Non-profit; no FRP interlock disclosed . |
No other public-company directorships disclosed for McAfee .
Expertise & Qualifications
- Deep real estate legal expertise across commercial transactions, leasing, and project finance; founder-level leadership experience .
- Board leadership experience from non-profit boards; governance chair role at FRP indicates active engagement in board process and nominations .
- Educational credentials (UF Law, Duke University) support legal and analytical proficiency .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership (shares) | Dec 31, 2024 | 3,226 shares; held directly . |
| Ownership % of outstanding | Dec 31, 2024 | <1% (“*” in table) . |
| Vested vs. unvested | Dec 31, 2024 | Not disclosed for director grants; grant described as common stock . |
| Shares pledged | Dec 31, 2024 | None disclosed . |
| Hedging/short sales | 2024 | Prohibited by policy; none hedged by directors in 2024 . |
Insider Trades (alignment signals):
| Date | Transaction Type | Shares | Price | Source |
|---|---|---|---|---|
| May 8, 2024 | Director stock grant | 3,226 | $31.00 | Proxy disclosure . |
| May 12, 2025 | Stock Award (Form 4) | 6,876 | Not disclosed | Yahoo insider roster; StreetInsider Form 4 page . |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role; chairs Governance Committee; perfect attendance; active executive sessions—supports robust oversight of a board with significant family ownership influence .
- Alignment: Receives annual equity grants (common stock) alongside modest cash fees; beneficial ownership is limited to the standard director grant (3,226 shares as of 12/31/24), which provides baseline alignment but low economic exposure (<1%) .
- Conflicts/related-party exposure: Despite operating a real estate law firm in FRP’s industry, the proxy reports no related-party transactions requiring disclosure; Compensation Committee members (including McAfee) had no relationships requiring related-party disclosure in 2024—mitigating perceived conflicts .
- Risk indicators: No delinquent Section 16 filings; hedging and short sales prohibited and none occurred in 2024—positive for alignment and market confidence .
- Shareholder sentiment: 2024 say‑on‑pay passed with strong support (6,547,971 “FOR” vs. 104,130 “AGAINST”), and all director nominees (including McAfee) were elected—indicative of broad investor confidence in governance .
Director Compensation (Detail)
| Metric | FY2024 |
|---|---|
| Cash fees (USD) | $33,833 |
| Stock awards (USD) | $100,006 (3,226 shares at $31.00) |
| Total (USD) | $133,839 |
Fee schedule components (applicable framework):
| Component | 2024 Schedule Amount |
|---|---|
| Annual director retainer | $20,000 |
| Board meeting attendance fee | $2,000 per meeting |
| Audit Committee – member | $5,000; meeting fees $1,000 (extra meetings only) |
| Compensation Committee – member | $1,000; meeting fees $1,000 |
| Governance Committee – chair (“Other Committees”) | $2,000; meeting fees $1,500 |
Other Directorships & Interlocks
| Board | Role | Current? |
|---|---|---|
| FRP Holdings (NASDAQ: FRPH) | Director; Lead Independent Director; Governance Chair | Current |
| Other public companies | — | None disclosed |
RED FLAGS and Monitoring Items
- Low personal ownership (<1%)—watch for continued accumulation via annual grants and any open-market purchases to strengthen alignment .
- Industry overlap (real estate law practice) could present potential conflicts if transactions arise; maintain scrutiny of related‑party disclosures and committee independence statements each proxy cycle .
- Concentrated family ownership on FRP’s board underscores importance of Lead Independent Director effectiveness; McAfee’s governance chair role and consistent executive sessions are positive mitigants .
Appendices (Reference Data)
- Annual Meeting outcomes (context): 2024 meeting—McAfee elected; say‑on‑pay approved; auditor ratified .
- Board composition snapshot: nine directors; committee grid shows McAfee as Audit member, Compensation member, Governance chair .
- Record date and shares outstanding (2025): 19,087,334 shares .
Citations: and Internet sources .