Item 5.02. Departure of Directors or Principal Officers; Election of Officers;
Appointment of Principal Officers.
On December 7, 2022, H.W. Shad III informed the board of directors of FRP
Holdings, Inc. (the "Company") that he will retire from the board of directors
effective immediately. Mr. Shad has served as a member of the board of directors
and as the Audit Committee Chairman since 2004 and was also serving on the
Company's Governance and ESG Committee at the time of his retirement. His
decision not to stand for re-election was not the result of any disagreement
with the Company or its management.
In recognition and profound appreciation of Mr. Shad's 18 years of distinguished
service, the Company wishes to publicly recognize and thank Mr. Shad for his
lasting contributions to the Company and his commitment and dedication to its
board of directors and shareholders.
In connection with Mr. Shad's retirement, the board of directors voted to reduce
the size of the board from eight to seven directors. John S. Surface has assumed
the role of Audit Committee Chairman.
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FRP HOLDINGS, INC. 
