Letter to Shareholdrs: Elephant in the Room

[Ethan Gee]

Dear fellow shareholders,
It has come to my attention that members of the community are being told that I, Ethan Gee, nominated two fellow shareholders and members of our community for a Director position to be voted on at the upcoming AGM on October 3, 2021. I would like to share the nomination letter which I did send to the President and to the Secretary of the Corporation on August 24th, which includes the support of of nearly 50 additional shareholders from several families. Please note that the individual shareholders who participated in this nomination letter did not commit to vote for either candidate. Merely that they supported each of the candidates as highly qualified nominees and believed each merited careful consideration from the shareholders as they consider how to vote their share or shares on Sunday in an open election.

In full transparency, I am a current Director of MRI about to enter into my 4th year of a 4 year term as per the current McCabe family rotation agreement. I have been fortunate and honored to serve during such a pivotal stage in our corporation’s and community’s history.

See you Sunday,

Ethan R. Gee

####

Date: August 24, 2021

To: Anne Williams, President of Mount Riga, Inc.

Jen Whittier, Secretary of Mount Riga, Inc.

On behalf of the signatories below, we would like to nominate Jennifer Martin and David Kluchman to be directors of Mount Riga Inc. (MRI) and we request that they be included as nominees on the proxy for the upcoming annual stockholders meeting.

Jennifer Martin has direct experience with MRI governance as a former member of the MRI Board of Directors. In addition, Jen is an accomplished businessperson and a successful strategic consultant. She has worked in both large and small corporations/businesses, has served on multiple boards, and currently serves on the board and marketing committee of a Cleveland-based land conservation organization. At the MRI Board’s request, she recently discussed the merits of a strategic planning process for our “Mountain” community. This is an example of how Jen’s experience could benefit the Corporation and the whole community. This is an ideal time to add Jen’s skillset to the Board and we are proud to nominate her.

David Kluchman has extensive experience in management consulting and as the CFO of a biotech company. He also has served as a director for multiple companies and organizations. With respect to MRI experience, David has served on MRI’s Finance Committee for more than fifteen years and, most recently, he has been a leader and strong contributor to the NY Lands Task Force. In addition, David was recently appointed Assistant Treasurer of MRI. Most importantly, we believe it is time to include new perspectives on the Board and we believe the “Mountain” community would benefit from representation outside the traditional founding families. We are pleased to nominate a highly qualified fresh voice.

We encourage shareholders to strongly consider each of these candidates based on their credentials and willingness to contribute to MRI. Each candidate has personally expressed a desire to serve and demonstrated a passion for the “Mountain” community.

Respectfully submitted,

Ethan Gee

Diana P. Gee

Sarah Gee

S. Jacob Guttormsson

Russell Gee

Linde Gee

Kevin O’Brien

Alexandra O’Brien

Marlena OBrien Simon

Robert O’Brien

Amy O’Brien

Liz Vail Kollias

George Kollias

Tom Vail

Margie Vail

Helen Antoshak

Jean Vail

Crosby Mouzavires

Bill Mouzavires

Mariah Keith Morgan

Payton Keith

Seth Martin

Eliza Martin Jatsek

Erica Sharp Burrow

Sarah Sharp Markatonis

Frank McCabe

Owen McCabe

Molly McCabe

Tom Moore

Nate Binzen

Andre Cardoso

Jim Dresser

Dwight & Winifred Collin

Steve & Trish Griggs

Quad Conquest

Virginia Bell Conquest

Chris Kluchman

Eliza Klureza

Marc Klureza

Michael Kluchman

Marguerite Dresser

Kate Binzen

Andre Cardoso

Lynne Faille

Chris Moore

Margaret Moore

[Barbara Heinemann]

Thank you Ethan. What remains unclear to me is who proposed these nominations and organized the gathering of signatures. I think that has been a question that has been raised by some shareholders. By what process were they nominated as it felt that this came out of the blue? I am not questioning their qualifications.
Respectfully,
Barbara Heinemann

[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:
>

[Hilary B. Johnson]

Hi Ethan,

Thank you for raising attention to this, and I appreciate Martha’s perspective on the matter regarding the internal McCabe family rotation.

The one additional question I would pose is, were the 50 people in support of Jen’s nomination aware that there is no McCabe seat coming vacant this year? The three seats coming vacant for which we are voting for directors are one each from the Schwab, Wells, and Warner families. A vote for Jen, qualifications aside, would be a vote to take away a board seat from one of the other families listed above. It is not clear to me why Jen could not be nominated as a qualified candidate when the McCabe family has a vacancy.

Best,
Hilary

[Virginia Blaker]

Well said, Hilary! Please let me know the blowback, I should think there would be some…

We got to SF last evening. Seems odd that after all these years of waiting to come, to actually be here.
There are no houses on the market that I’m interested in at the moment, so I’m still hot on the internet, looking. I have little faith in our so-called realtor but reluctant to change after so much time.

You’re doing a fantastic job as our Wells board member! Good work, little sweetheart! Give em hell!

xxx mom

Sent from my iPhone

[Ethan Gee]

Hi All,
Good points made, questions raised, history brought to light. I did not post this in order to get into a debate. Merely to clarify that I was not acting alone in making the nominations. The concept of family seats, rotations, and open seats are exactly what need to be debated by the Board and in partnerhsip with shareholders. As many of us are aware, there is no nomination process provided by the by-laws. One view is that once the Warner seat was offered to a non-Warner, that seat became an open seat and could be filled by shareholder vote from qualified candidates presented via an open nomination process. There are certainly other views.

I will also highlight that while all may not support specific nominees, anyone may freely nominate another qualified nominee at any time. For the first time ever, a shareholder from a family outide the Warner, Wells, McCabe and Schwabs has been nominated. There has been a lot of discussion over many years and Board meetings about this being a goal and good for the Corporation. May this be the first of many.

And, yes, Virginia, Hillary is doing a fantastic job. Anyone on the Board will tell you that. 🙂

Sicnerely,

Ethan Gee

[Author]

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