Reply To: Letter to Shareholdrs: Elephant in the Room

[Martha McCabe]

Thanks, Ethan, for your explainer.

I’ll add a detail, which is that you are of course serving a 4-year term “as per the current McCabe family rotation agreement” based on the allocation of two board seats to the descendants of the four McCabe siblings: Frank, Louise, Ambrose and Spalding. Adding a third McCabe directorship, however, takes us beyond or outside the terms of that agreement, which I’m assuming is why none of your, Tom’s, and Kevin’s ideas or memos about board composition vis a vis McCabes were discussed with my branch of the McCabe family before being publicly shared.

As one of the generation of McCabe/O’Brien/Vail/Gees present at the creation of that agreement in the 1980s, I think it’s worth noting for clarity’s sake that shareholding patterns in the 30+ years since the family rotation agreement shifted the distribution of shares in 2 ways:

Overall McCabe shareholding has increased, which has created calls, including yours and Kevin O’Brien’s as well as my nephew Frank Whittier’s, for the McCabe family to have three board seats instead of two
Today the so-called “Upper Lake McCabes” own 2/3s of the total McCabe holdings, while we “Lower Lake McCabes” own 1/3.

Not surprisingly, we—Barbara Barvoets, Frank Whittier, Jen Whittier, Steve Whittier, and Mike Whittier along with our other relatives—believe that the third McCabe seat, never covered or even contemplated by our 1980s family rotation agreement, should come to us. That’s why my family nominated me for a directorship.

We like, respect, and esteem our cousin Jen Martin so my nomination is not, and should in no way be seen as a criticism or vote against her, or criticism of those who signed your letter nominating her, especially those signatories who were not fully apprised of the inner workings of the McCabe family agreement which it’s fair to say has now gone the way of the Dodo Bird, or the reality that the initiative to nominate Jen was taken without prior consultation with your Lower Lake McCabe cousins.

Naturally, I ask for everyone’s vote; that said, our concern is with the process by which Jen was nominated, not with her as a person or candidate. If the McCabes are to have 3 board seats, fairness calls for 2 to be shared among your three Upper Lake McCabe families, with one seat going to my branch of the McCabe family on the Lower Lake.

With my most cordial cousinly regards,

Martha

Martha McCabe
[email protected] <mailto:[email protected]>
m 707-729-1511

> On Sep 30, 2021, at 9:41 AM, Mount Riga Inc > wrote:
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