DEF 14A of Saul Centers, Inc., Apr 2, 2024

DEF 14A of Saul Centers, Inc.

Filed Apr 2, 2024 · FY20230000907254-24-000033

Open on EDGAR

  1. 1. Election of Directors

    1. Election of Directors The Articles of Incorporation of the Company ("Articles") and the Amended and Restated Bylaws of the Company as amended (“Bylaws”), provide that there shall be no fewer than three, nor more than 15 directors, as determined from time to time by the directors in office. The Board of Directors of the Company currently consists of 12 directors divided into three classes with staggered three-year terms. Upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has proposed to increase the size of the Board of Directors to 13 members effective at the annual meeting. The term of each class expires at an annual meeting of stockholders, which is expected to be held in the spring of each year. Each director elected at the annual meeting of stockholders in 2024 will serve until the annual meeting of stockholders in 2027 or until his or her replacement is elected and qualifies or until his or her earlier resignation or removal. The nominees for election to the Board of Directors are: Philip D. Caraci Willoughby B. Laycock LaSalle D. Leffall III Earl A. Powell III Mark Sullivan III Except for Mr. Leffall III, each of the nominees is presently a member of the Board of Directors. All nominees have consented to serve as a director if elected. More detailed information about each of the nominees is available in the section of this proxy statement titled “The Board of Directors,” which begins on page 10. If any of the nominees cannot serve for any reason (which is not anticipated), the Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, may designate a substitute nominee or nominees. If a substitute is nominated, the Company will vote all valid proxies for the election of the substitute nominee or nominees. The Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, may also decide to leave the Board seat or seats open until a suitable candidate or candidates are located, or it may decide to reduce the size of the Board. Proxies for the annual meeting may not be voted for more than five nominees. The Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, unanimously recommends that you vote FOR each of these directors. 2. Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024 The Audit Committee of the Board has appointed Deloitte & Touche LLP (“Deloitte”) as the Company's independent registered public accounting firm for the year ending December 31, 2024. Services provided to the Company by Deloitte in 2023 are described under “2023 and 2022 Independent Registered Public Accounting Firm Fee Summary” on page 33. Stockholder ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for 2024 is not required by the Articles, Bylaws or otherwise. However, the Board of Directors is submitting the appointment of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain the firm. In such event, the Audit Committee may retain Deloitte, notwithstanding the fact that the stockholders did not ratify the selection, or select another accounting firm without re-submitting the matter to the stockholders. Even if the selection is ratified, the Audit Committee reserves the right at its discretion to select a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of Deloitte will be present at the annual meeting to respond to appropriate questions and to make such statements as they may desire. The Board of Directors, upon recommendation of the Audit Committee, unanimously recommends that you vote FOR the ratification of Deloitte as the Company’s independent registered public accounting firm for 2024.

  2. THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES The following table and biographical descriptions set forth for each nominee and director, the name, age, principal occupations and directorships held during at least the past five years for each nominee and director, directorships held within the last five years and the positions they currently hold with the Company. The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director of the Company. The biographical description of each director who is not standing for election includes the specific experience, qualifications, attributes and skills that the Board would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. The information is as of March 14, 2024.

  3. THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Principal Occupation and Directorships | | Class One Directors-Term Ends at 2027 Annual Meeting (if elected) | | | | Philip D. Caraci | 85 | Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003, when Mr. Caraci retired. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003, with which he had been associated since 1972. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust*. Through these experiences, Mr. Caraci contributes real estate expertise and familiarity with the Company’s business to the Board. | | Willoughby B. Laycock | 36 | Director since March 2019. Senior Vice President, Residential Design and Market Research since September 2021. Senior Vice President, Residential Marketing from May 2019 to September 2021. Vice President, Residential Marketing from May 2018 to May 2019. Assistant Vice President, Residential Marketing from 2016 through 2018. Ms. Laycock previously worked as a financial analyst at Dalton Investments and Davis Advisors. Ms. Laycock is the granddaughter of the Company's Chairman and Chief Executive Officer, B. Francis Saul II, and the niece of Patricia Saul Lotuff and Andrew M. Saul II, members of the Board. Through these experiences, Ms. Laycock contributes financial acumen and multi-family marketing and development experience to the Board. | | LaSalle D. Leffall III | 61 | Director Nominee. Founder and Managing Member of LDL Financial LLC since 2006. President and Chief Operating Officer of The NHP Foundation from 2002 to 2006. Investment banker in mergers and acquisitions divisions of UBS and Credit Suisse from 1996 to 2002. Attorney at Cravath, Swaine & Moore from 1992 to 1996, advising on mergers and acquisitions transactions. Member of the Advisory Board of Cabot Properties, Inc. from 2020 through January 2024. Member of the Board of Directors and Compensation Committee of Cabot Properties, Inc. since January 2024. Member of the Board of Directors and Audit Committee of MoA Funds* since 2011. Member of Board of Directors, Chair of Finance Committee, and Vice Chair of Audit and Enterprise Risk Committees of Federal Home Loan Bank of Atlanta* from 2007 to 2020. Through these experiences, if elected, Mr. Leffall III will contribute finance, leadership, governance, and legal experience to the Board. | | Earl A. Powell III | 80 | Director since March 2018. Director Emeritus of the National Gallery of Art since March 2019, Director of the National Gallery from 1992 to 2019. Director of ASB Capital Management, LLC and Chevy Chase Trust Company. Director of the Los Angeles County Museum of Art from 1980 through 1992. Curator at the National Gallery of Art from 1976 through 1980. Assistant Professor of Art History at the University of Texas from 1974 through 1976. Serves as the chairman of the U. S. Commission of Fine Arts. Serves as trustee of the American Federation of the Arts, the Morris and Gwendolyn Cafritz Foundation, the John F. Kennedy Center for the Performing Arts, the Norton Simon Museum, the National Trust for Historic Preservation, and the White House Historical Association. Served as an officer in the U. S. Navy from 1966 to 1969. Through these experiences, Mr. Powell contributes leadership, management and governance expertise to the Board. |

  4. THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Principal Occupation and Directorships | | Class One Directors-Term Ends at 2027 Annual Meeting (if elected) (Continued) | | | | Mark Sullivan III | 82 | Director since April 2008, previously served as Director from 1997 through 2002. U.S. Executive Director of the European Bank for Reconstruction and Development from 2002 to April 2008, when Mr. Sullivan retired. Attorney representing financial service providers from 2000 to 2002. President of the Small Business Funding Corporation, a company providing a secondary market facility for the purchase and securitization of small business loans from 1996 to 1999. Practiced law in Washington, D.C., advising senior management of financial institutions on legal and policy matters from 1989 to 1996. Director of The Baltic American Freedom Foundation, where he is Chairman of the Audit Committee. Through these experiences, Mr. Sullivan III contributes financial and legal expertise to the Board. | | Name | Age | Principal Occupation and Directorships | | Class Three Directors-Term Ends at 2026 Annual Meeting | | | | B. Francis Saul II | 91 | Chairman, Chief Executive Officer and Director since June 1993 and President from October 2019 to April 2021. Chairman of the Board of Directors and Chief Executive Officer of the B. F. Saul Company since 1969. Chairman of the Board of Trustees and Chief Executive Officer of the B. F. Saul Real Estate Investment Trust* since 1969 and a Trustee since 1964. Chairman of the Board of Chevy Chase Trust Company and ASB Capital Management, LLC. Chairman of the Board and Chief Executive Officer of Chevy Chase Bank, F. S. B.* from 1969 to 2009. Member of National Gallery of Art Trustees Council. Trustee Emeritus of the National Geographic Society, Trustee Emeritus of the Johns Hopkins Medicine Board and an Honorary Trustee of the Brookings Institution. Mr. B. Francis Saul II is the father of Mr. Andrew M. Saul II and Ms. Patricia Saul Lotuff and the grandfather of Ms. Willoughby B. Laycock, each of whom serve on the Board. Through these experiences, Mr. B. Francis Saul II contributes leadership, real estate, governance and financial experience, as well as familiarity with the Company’s business, to the Board. | | John E. Chapoton | 87 | Director since October 2002. Partner, Brown Investment Advisory since 2001. Partner in the law firm of Vinson & Elkins LLP from 1984 to 2000. Assistant Secretary of Treasury for Tax Policy 1981 to 1984. Former director of StanCorp Financial Group, Inc.* Through these experiences, Mr. Chapoton contributes investment, legal, public policy and public company experience to the Board. | | D. Todd Pearson | 43 | Director since May 2023. President and Chief Operating Officer since May 2021. Executive Vice President - Real Estate from October 2019 to April 2021. Senior Vice President - Acquisitions and Development from 2017 to September 2019. Vice President - Acquisitions and Development from 2011 to 2016. Vice President - Director of Internal Audit in 2010. Director of Internal Audit from 2005 to 2009. Through these experiences, Mr. Pearson contributes public company, real estate, finance, accounting, development, construction and leadership experience to the Board. |

  5. THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Principal Occupation and Directorships | | Class Three Directors-Term Ends at 2026 Annual Meeting (Continued) | | | | H. Gregory Platts | 76 | Director since March 2012. Mr. Platts retired from the National Geographic Society in 2011 after a 31-year career. He had been Senior Vice President and Treasurer since 1991, responsible for all investment and banking activities. Prior to joining the National Geographic Society in 1980, Mr. Platts served as a trust investment officer with the First American Bank in Washington, D.C. from 1972 to 1978. Mr. Platts currently serves on the boards of B. F. Saul Real Estate Investment Trust, ASB Capital Management, LLC, Chevy Chase Trust Company, the Center for the Study of the Presidency and Congress, the Walter A. Bloedorn Foundation, Washington National Monument Society and the Hattie M. Strong Foundation. He also is the Chairman of the audit committees of ASB Capital Management, LLC and Chevy Chase Trust Company. He is an emeritus board member of Decatur House, a National Trust property. He has served as a director and president of the Washington Society of Investment Analysts and chairman of the American Red Cross Blood Services Mid-Atlantic Region. Through these experiences, Mr. Platts contributes finance, leadership, governance and public policy experience to the Board. | | Name | Age | Principal Occupation and Directorships | | Class Two Directors-Term Ends at 2025 Annual Meeting | | | | George P. Clancy, Jr. | 80 | Director since March 2012. Mr. Clancy is a retired Executive Vice President and Mid-Atlantic Region Market President of Chevy Chase Bank, a division of Capital One, N.A. Mr. Clancy has extensive experience in banking, which includes serving as President and Chief Operating Officer of the Riggs National Corporation* and President and Chief Executive Officer of Signet Bank, N.A.* He serves on the boards and the audit committees of ASB Capital Management, LLC and Chevy Chase Trust Company. Until July 2018, Mr. Clancy served as a director of WGL Holdings, Inc. and chaired its Audit Committee. He is a director of the Mary and Daniel Loughran Foundation and is a member of the Finance and Audit Committee of Catholic Charities of the Archdiocese of Washington. Through these experiences, Mr. Clancy contributes public company, real estate, finance, governance and leadership experience to the Board. | | J. Page Lansdale | 66 | Director since June 2014. President and Chief Operating Officer from May 2014 to September 2019, when Mr. Lansdale retired. Executive Vice President - Real Estate from September 2012 to May 2014. Senior Vice President of the Company from 2009 to 2012. Director of B. F. Saul Company since 2014. Trustee of the B. F. Saul Real Estate Investment Trust since 2014. Beginning in 1990, Mr. Lansdale held various positions with Chevy Chase Bank, F. S. B., including Senior Vice President of Corporate Real Estate from 2004 to 2009. Through these experiences, Mr. Lansdale contributes public company, real estate, design, development and construction and leadership experience to the Board. | | Andrew M. Saul II | 58 | Director since June 2014. Mr. A. M. Saul II is the Chief Executive Officer and co-founder of Genovation Cars. Director of B. F. Saul Company since 2013. Trustee of B. F. Saul Real Estate Investment Trust since 2014. Mr. A. M. Saul II is the son of the Company’s Chairman and Chief Executive Officer, B. Francis Saul II, the brother of Patricia Saul Lotuff, a member of the Board, and the uncle of Willoughby B. Laycock, a member of the Board. Through these experiences, Mr. A. M. Saul II contributes innovation and leadership experience to the Board. |

  6. THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Principal Occupation and Directorships | | Class Two Directors-Term Ends at 2025 Annual Meeting (Continued) | | | | Patricia Saul Lotuff | 52 | Vice Chairman since September 2023, Director since March 2023. Ms. Lotuff has served as a member of the Board of Directors of the B. F. Saul Company, Columbia Securities Company of Washington, D.C., Franklin Development Co., Inc., and The Klingle Corporation since December 2016 and has served as Vice Chair of each board since March 2022. Ms. Lotuff has served as a member of the Board of Trustees of the B. F. Saul Real Estate Investment Trust since June 2017 and has served as Vice Chair of the Board since January 2022. Ms. Lotuff has served as a member of the Board of Directors of Chevy Chase Trust Company and ASB Capital Management, LLC since December 2018 and has served as Vice Chair of each board since March 2022. Ms. Lotuff has previously served on and chaired the boards of several philanthropic, civic and non-profit organizations. Ms. Lotuff is the daughter of the Company’s Chairman and Chief Executive Officer, B. Francis Saul II, the sister of Andrew M. Saul II, a member of the Board, and the aunt of Willoughby B. Laycock, a member of the Board. Through these experiences, Ms. Lotuff contributes leadership experience to the Board. |

  7. THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    * Directorship in a publicly held company (i.e., a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and the rules and regulations issued thereunder (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act) or a company registered as an investment company under the Investment Company Act of 1940 during all or part of the time such person was a director of such company.

  8. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  9. Board of Directors

    Board of Directors General. The Company is currently managed by a 12-member Board of Directors, which will be increased to 13 members as of the date of the annual meeting. The Board has adopted a set of corporate governance guidelines, which, along with the written charters for the Board committees described below, provide the framework for the Board’s governance of the Company. The corporate governance guidelines are available both on the Company’s website at www.saulcenters.com and in print free of charge to any stockholder who requests them. The Company has also adopted an ethical conduct policy that includes provisions ranging from legal compliance to conflicts of interest. All employees and directors are subject to this code. A copy of the Company’s ethical conduct policy is available on the Company’s website at www.saulcenters.com and in print free of charge to any stockholder who requests it. Independence and Composition. The Articles and the NYSE listing standards each require that a majority of the Board of Directors be “independent directors,” as defined in the Articles and the NYSE listing standards. The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that Messrs. Caraci, Chapoton, Clancy, Lansdale, Platts, Powell III and Sullivan III, representing a majority of the Board of Directors, are, and if elected Mr. Leffall III will be, “independent directors” as defined in the NYSE listing standards and the Articles. The Board made its determination based on information furnished by all directors regarding their relationships with the Company and research conducted by management. In addition, the Board consulted with the Company’s counsel to ensure that the Board’s determination would be consistent with all relevant securities laws and regulations as well as the NYSE listing standards. Leadership Structure. Currently, Mr. B. Francis Saul II serves as the Chairman of the Board of Directors and Chief Executive Officer of the Company, and the Company does not have a lead independent director. At this time, the Board believes that the Company and its stockholders are best served by having Mr. B. Francis Saul II serve as Chairman and Chief Executive Officer. Mr. B. Francis Saul II’s tenure as Chief Executive Officer since the Company’s formation, his more than 45 years of experience leading the Saul Organization and his significant ownership interest in the Company uniquely qualify him to serve as Chairman and Chief Executive Officer. In addition, the Board believes that Mr. B. Francis Saul II’s combined role as Chairman and Chief Executive Officer promotes unified leadership and direction for the Board and executive management, and his knowledge of the Company’s properties and business operations makes it appropriate for him to lead Board discussions. The Company does not have a lead independent director, because the Board believes that it is currently best served without designating a single lead independent director. Seven of the 12 current members of our Board are independent under the NYSE listing standards and the Articles and, as required by the NYSE listing standards, the Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors. In addition, the Board and each of these committees have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. The Board also holds regularly scheduled executive sessions of only non-management directors in order to promote discussion among the non-management directors and assure independent oversight of management. Meetings and Attendance. The Board of Directors met five times during the year ended December 31, 2023. All of the directors currently serving on the Board of Directors, attended at least 75% of the aggregate total number of meetings of (i) the Board of Directors and (ii) the committees of the Board of Directors on which he or she serves. The corporate governance guidelines provide that it is the responsibility of individual directors to make themselves available to attend scheduled and special Board and committee meetings on a consistent basis. All 12 directors at the time of the 2023 annual meeting of stockholders were in attendance at that meeting. Pursuant to our corporate governance guidelines, if the Chairman of the Board is not an officer of the Company, the Chairman of the Board presides at all executive sessions of the Board of Directors, except for executive sessions to discuss the compensation of the Company’s Chief Executive Officer, which are chaired by the chairman of the Compensation Committee. If the Chairman is an officer of the Company, all executive sessions of the Board should be chaired by the chairman of the Nominating and Corporate Governance Committee. In 2023, there was one executive session and there was one independent director meeting. Risk Oversight. The Board is involved in risk oversight through direct decision-making authority with respect to significant matters and the general oversight of management by the Board and its committees. In particular, the Board administers its risk oversight function through (1) the review and discussion of regular reports from management, as well as auditors and other outside consultants, to the Board and its committees on the Company’s business, including risks that the Company faces in conducting its business, (2) the required approval by the Board (or a committee thereof) of significant transactions and other decisions and (3) the direct oversight of specific areas of the Company’s business by the Compensation, Audit and Nominating and Corporate Governance Committees. The Board also relies on management to bring significant matters impacting the Company to its attention. Pursuant to the Audit Committee’s charter, the Audit Committee is specifically responsible for reviewing with management, the independent auditor and the Company’s internal auditors any significant risks or exposures, discussing the guidelines and policies that govern the process by which the Company’s exposure to risk is assessed and managed by management and assessing the steps management has taken to minimize such risks to the Company. While the Board believes its current leadership structure enables it to effectively oversee the Company’s management of risk, it was not the primary reason the Board of Directors selected its current leadership structure over other potential alternatives. Interested Party Communications. The Board of Directors has adopted a process whereby interested parties can send communications directly to the directors. Any interested party wishing to communicate directly with the presiding director or with the non-management directors as a group, or with one or more directors, may do so in writing, by addressing their communication to the director or directors, c/o Saul Centers, Inc., 7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814-6522. All correspondence will be reviewed by the Company and forwarded to the director or directors.

  10. Compensation of Directors

    Compensation of Directors Effective January 1, 2024, the Company adopted a new compensation policy for non-employee directors, which replaces and supersedes the prior policy. Under the new policy, each non-employee director shall receive an annual cash retainer for board service of $65,000. In addition, a non-employee director who serves on the Audit Committee shall be eligible to receive additional annual cash retainer for Audit Committee participation. Audit Committee members will receive an annual cash retainer of $10,000 and the Audit Committee Chair will receive $15,000. All such retainers will be paid quarterly. On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the 2024 annual meeting, each non-employee director who shall continue serving as a member of the Board thereafter shall receive an award of 2,000 restricted shares of Common Stock (each, an “Annual Award”) under the 2024 Plan, if the 2024 Plan is approved by stockholders. In addition, if a non-employee director is elected to the Board (the date of such election, the “Election Date”) after the 2024 annual meeting and other than at an annual meeting of stockholders, the non-employee director shall receive an Annual Award on the Election Date that is prorated based on the number of calendar days remaining before (i) the next annual meeting of stockholders, if scheduled, or (ii) the date of the first anniversary of the last annual meeting of stockholders, if the next annual meeting is not yet scheduled. Each Annual Award shall become fully vested, subject to the applicable non-employee director’s continued service as a director, in equal annual installments on each of the three (3) anniversaries of the date of grant, provided that any prorated Annual Awards shall vest on the same dates as non-prorated Annual Awards. Notwithstanding the foregoing, the Annual Awards shall become fully vested on the consummation of a Change in Control (as defined in the 2024 Plan). The Board may also approve other equity grants to the non-employee directors under the 2024 Plan in addition to or lieu of grants described in this policy. The Company shall reimburse the non-employee directors for reasonable and customary out-of-pocket expenses incurred by the non-employee directors in attending Board and committee meetings and otherwise performing their duties and obligations as directors. During 2023, directors (including directors who are employees) were paid an annual retainer of $20,000 and a fee of $1,200 for each Board or Committee meeting attended and were awarded 200 shares of Common Stock on May 12, 2023, the date of the last annual meeting of stockholders. In addition, on such date, each director was awarded options to purchase 2,500 shares of Common Stock at an exercise price of $33.79 per share, representing the fair market value of the Common Stock on such date. Directors from outside the Washington, D.C. area also were reimbursed for out-of-pocket expenses in connection with their attendance at meetings. In addition, directors may elect to participate in the Directors Plan discussed below. For the period March 1, 2023 through March 1, 2024, 9,675 shares were credited to the directors’ deferred fee accounts and 2,839 and 6,594 shares of Common Stock were issued to current and retired directors, respectively.

  11. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table sets forth the compensation received by directors, other than directors who are named executive officers, for the year ended December 31, 2023.

  12. Director Compensation Table for 2023

    | Name (1) | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | | (2) | (3) | (4) | | | | | | Philip D. Caraci | $44,100 | $6,758 | $16,325 | $— | $— | $— | $67,183 | | John E. Chapoton | 27,200 | 6,758 | 16,325 | — | — | — | 50,283 | | George P. Clancy, Jr. | 39,400 | 6,758 | 16,325 | — | — | — | 62,483 | | J. Page Lansdale | 27,200 | 6,758 | 16,325 | — | — | — | 50,283 | | Willoughby B. Laycock | 26,000 | 6,758 | 16,325 | — | — | — | 49,083 | | Patricia Saul Lotuff | 19,800 | 6,758 | 16,325 | — | — | — | 42,883 | | H. Gregory Platts | 44,100 | 6,758 | 16,325 | — | — | — | 67,183 | | Earl A. Powell III | 27,200 | 6,758 | 16,325 | — | — | — | 50,283 | | Andrew M. Saul II | 26,000 | 6,758 | 16,325 | — | — | — | 49,083 | | Mark Sullivan III | 27,200 | 6,758 | 16,325 | — | — | — | 50,283 | | John R. Whitmore (5) | 11,200 | — | — | — | — | — | 11,200 |

  13. Director Compensation Table for 2023

    (1)Director fees paid to Mr. B. Francis Saul II and Mr. D. Todd Pearson in 2023 are included in the table entitled “Summary Compensation Table” and the related footnotes under the section entitled “Executive Compensation.” (2)During 2023, five directors earned fees of $118,600, which were deferred into shares of Common Stock pursuant to the Directors Plan described below. All other fees were paid in cash. (3)The amounts in this column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. 200 shares of Common Stock were awarded, without restriction, on May 12, 2023, at a value of $33.79 per share. (4)The amounts in this column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. 2,500 non-qualified stock options were awarded on May 12, 2023, valued at $6.53 per option. See note 10 to the consolidated financial statements in the Company's 2023 annual report to stockholders for the assumptions used to value these awards. (5)Mr. Whitmore's term ended at the 2023 Annual Meeting.

  14. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR DIRECTOR NOMINEES

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR DIRECTOR NOMINEES The following list sets forth the name, age, position with the Company, present principal occupation or employment and material occupations, positions, offices or employment during the past 10 years of each executive officer who is not a director or director nominee of the Company.

  15. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR DIRECTOR NOMINEES

    | Name | Age | Position and Background | | Joel A. Friedman | 66 | Executive Vice President - Chief Accounting Officer and Treasurer since January 2024. Senior Vice President - Chief Accounting Officer and Treasurer from April 2021 to December 2023. Senior Vice President - Chief Accounting Officer from September 2009 to March 2021. Vice President, Treasurer and Chief Accounting Officer of the B. F. Saul Real Estate Investment Trust, Senior Vice President and Chief Accounting Officer of the B. F. Saul Company and B. F. Saul Property Company since September 2009. Chief Financial Officer of ASB Capital Management, LLC and Chevy Chase Trust Company. Previously served in a variety of accounting positions at Chevy Chase Bank, F. S. B., from June 1983 to July 2009, at which time he served as Senior Vice President and Controller, the bank’s chief accounting officer. | | Bettina T. Guevara | 46 | Executive Vice President - Chief Legal and Administrative Officer, and Secretary since January 2024. Executive Vice President-Chief Legal and Administrative Officer, and Secretary of B. F. Saul Company since January 2024. Senior Vice President- General Counsel, and Secretary of the Company and B. F. Saul Company from January 2020 to January 2024. Senior Vice President-Associate Counsel, and Secretary of B. F. Saul Company from December 2019 to January 2020. Senior Vice President-Associate Counsel, and Secretary of B. F. Saul Company from May 2019 to December 2019. Vice President-Associate Counsel of B. F. Saul Company from February 2014 to May 2019. Prior to joining the Company, Ms. Guevara was an attorney with the law firm Miles & Stockbridge P. C. from August 2005 to December 2013. | | John F. Collich | 64 | Senior Vice President - Chief Acquisitions and Development Officer since May 2019. Senior Vice President - Acquisitions and Development from 2011 to 2019. Senior Vice President - Retail Development from 2000 to 2011. Vice President - Retail Development of the Company from 1993 to 2000. Vice President of the B. F. Saul Company and B. F. Saul Property Company in 1993. | | Zachary M. Friedlis | 41 | Senior Vice President - Director of Retail Leasing since January 2024. Senior Vice President of Retail Leasing from May 2022 to January 2024. Vice President of Retail Leasing from 2017 to 2022. Assistant Vice President of Retail Leasing from 2009 to 2016. | | Carlos L. Heard | 48 | Senior Vice President - Chief Financial Officer since April 2021. Senior Vice President, Acquisitions and Development of the B. F. Saul Company and Affiliates from 2019 to March 2021. Vice President, Acquisitions and Development from 2013 to 2018. Vice President, Acquisitions and Finance from 2010 to 2012. Prior to joining the B. F. Saul Company and Affiliates, Mr. Heard was Group Vice President of Capital Markets and Commercial Real Estate at Chevy Chase Bank, F. S. B., where he worked from 1998 to 2009. |

  16. Compensation Discussion and Analysis

    Compensation Discussion and Analysis References in this Compensation Discussion and Analysis to “we,” “our,” “ours” and “us” refers to Saul Centers, Inc. Compensation Philosophy. Our goal is to design and administer a compensation program to (i) attract and retain qualified officers, (ii) reward officers for superior performance in achieving our business objectives and enhancing stockholder value and (iii) provide incentives for the creation of long-term stockholder value. Historically, the key elements of executive compensation have been base salary, annual bonuses and equity awards. The Compensation Committee reviews and approves our policies and practices regarding executive compensation, including (a) base salary levels, (b) annual bonuses, and (c) if applicable, long-term incentives, including equity awards. The Compensation Committee’s decisions regarding executive compensation are subjective and are based to a significant extent on the discretion and recommendations of the Company’s Chairman and Chief Executive Officer. The Compensation Committee does not attempt to establish a fixed numerical relationship between base salary, bonus and long-term incentives as components of overall compensation. We select and implement the elements of compensation for their ability to help us achieve the objectives of our compensation program, and this program is not based on any unique or preferential financial accounting or tax treatment. Base Salary and Bonus Awards. As part of its review of base salary and bonus compensation, the Compensation Committee uses its discretion to make a subjective evaluation of the overall performance of each of the Company’s Chief Executive Officer, Chief Financial Officer and each of its three other most highly compensated executive officers (“named executive officers”) based on its consideration of a variety of factors, including each individual’s tenure, level and scope of responsibility and performance and contribution to the achievement of our long-term goals, as well as factors relating to our overall performance and management’s recommendations regarding compensation. The Compensation Committee does not objectively measure any of the individual factors, nor does it evaluate the actual performance of each of the named executive officers relating to each factor. No one factor is given precedence in the Compensation Committee’s analysis, although the Compensation Committee does consider the recommendations of the Company’s Chairman and Chief Executive Officer. The Compensation Committee also considers whether the executive officers spend a portion of their time managing other related entities. A portion of the salary of each of Mr. Pearson and Mr. Collich is billed to one or more affiliated entities based on services rendered to those entities. Most Recent Stockholder Advisory Vote on Executive Compensation. At our 2023 annual meeting of stockholders, our stockholders recommended, and our Board subsequently adopted, a triennial stockholder vote on executive compensation. In May 2023, our stockholders cast an advisory vote on the Company’s executive compensation decisions and policies as disclosed in the proxy statement issued by the Company in March 2023. Approximately 94.8% of the shares voted on the matter were cast in support of the compensation decisions and policies as disclosed. The Compensation Committee considered this result an endorsement of the Company’s compensation policies and practices and determined that it was not necessary at this time to make any material changes to those policies and practices in response to the advisory vote. Base salary determinations are generally made by the Compensation Committee annually effective as of May 1 of each year.

  17. Compensation Discussion and Analysis

    | Name | Base Salary | Bonus | Bonus as a Percentage of Base Salary | | B. Francis Saul II | $125,000 | $25,000 | 20% | | D. Todd Pearson | 850,000 | 127,500 | 15% | | Christopher H. Netter | 645,000 | 96,750 | 15% | | John F. Collich | 500,000 | 75,000 | 15% | | Carlos L. Heard | 500,000 | 75,000 | 15% |

  18. Compensation Discussion and Analysis

    The base salary and bonus paid to the Chairman and Chief Executive Officer was less than the compensation paid to other executive officers because the Compensation Committee also considered that the Chairman and Chief Executive Officer devotes a portion of his time to managing other related entities. We believe that the current base salary levels and annual bonus awards of the Company’s officers reflect the unique talents and skills of its officers. Equity Awards. While not a key element in compensation, the Compensation Committee believes that the prudent use of equity incentives aligns the interests of officers with those of stockholders and promotes long-term stockholder value. The Compensation Committee will continue to look at the total compensation package for each officer and the policies underlying the Company’s long-term compensation goals when granting awards under the plan. At present, the Board of Directors does not prescribe any stock ownership guidelines for our executive officers. We do not time, nor have we ever timed, the grant of equity awards in coordination with the release of material non-public information, and we have never back-dated any equity awards. We expect that awards to executive officers in the future will be made at regularly scheduled Compensation Committee meetings. For corporate and accounting measurement purposes, the date of grant of an award to our executive officers is the date the Compensation Committee approves the award or such later date as the Compensation Committee specifies. For stock options, the exercise price per share is determined by the Compensation Committee and must be greater than or equal to the closing market price of Common Stock on the date of award. The Compensation Committee granted 223,500 options to officers of the Company during 2023, of which 90,000 options were granted to named executive officers. Benefits and Other Perquisites. We provide benefits to our executive officers under the B. F. Saul Company Employees 401(k) Retirement Plan (the “Tax Qualified Plan”). Our executive officers are eligible to receive, on the same basis as other employees, employer matching contributions under the Tax Qualified Plan. This allows our executive officers to save for their retirement on a tax-deferred basis through the Section 401(k) savings feature of the plan, with the Company-funded portion of these benefits based on matching the contributions of the executive officers. Additional information on these Company-funded retirement contributions can be found in the Summary Compensation Table below. We also provide benefits to our executive officers under the B. F. Saul Company Supplemental Executive Retirement Plan (the “SERP”). The SERP, which is not available to all employees, allows the executive officers and other highly compensated employees to receive benefits they would have received under the Tax Qualified Plans, but for statutory limits. We do not sponsor a defined benefit pension plan for our executive officers or any other employees. Matching contributions under the Tax Qualified Plan and the SERP made to the named executive officers for the years ended December 31, 2023, 2022 and 2021 are shown in the “Other Compensation” column of the Summary Compensation Table below. Additional information on the SERP can be found in the Nonqualified Deferred Compensation Table below. Our executive officers are also eligible to participate, on similar terms as employees who meet applicable eligibility criteria, in the other employee benefit and welfare plans that the Company maintains, subject to any legal limitations on the amounts that may be contributed or the benefits that may be payable under such plans. We do not consider perquisites to be a principal component of our executive officers’ compensation. We believe that our executive officer benefit and perquisite programs are reasonable and competitive with benefits and perquisites provided to executive officers of other REITs and are necessary to sustain a fully competitive executive compensation program.

  19. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth the compensation paid to or earned by the named executive officers, which includes the Company’s Chief Executive Officer, Chief Financial Officer and each of its three other most highly compensated executive officers who were serving as of December 31, 2023 for, or with respect to, the years ended December 31, 2023, 2022 and 2021.

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen-sation | Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings | All Other Compen-sation | Total | | | | | | | (1) | | (2) | (7) | | | B. Francis Saul II | 2023 | $125,000 | $25,000 | $— | $— | $— | $94,211 | $58,083 | $302,294 | | Chairman and Chief Executive Officer | 2022 | 125,000 | 25,000 | — | — | — | 77,744 | 65,430 | 293,174 | | | 2021 | 125,000 | 25,000 | — | — | — | 38,887 | 59,578 | 248,465 | | D. Todd Pearson (3) | 2023 | 815,385 | 127,500 | — | 181,800 | — | 11,500 | 109,012 | 1,245,197 | | President and Chief Operating Officer | 2022 | 715,385 | 112,500 | — | 229,800 | — | 6,451 | 64,229 | 1,128,365 | | | 2021 | 614,615 | 97,500 | — | 149,000 | — | 1,748 | 57,283 | 920,146 | | Christopher H. Netter (4) | 2023 | 673,696 | 96,750 | — | 151,500 | — | 66,304 | 60,783 | 1,049,033 | | Executive Vice President-Leasing | 2022 | 619,808 | 93,750 | — | 191,500 | — | 53,015 | 57,369 | 1,015,442 | | | 2021 | 604,462 | 91,500 | — | 149,000 | — | 25,518 | 56,314 | 926,794 | | John F. Collich (5) | 2023 | 494,461 | 75,000 | — | 121,200 | — | 46,224 | 48,724 | 785,609 | | Senior Vice President-Chief Acquisitions and Development Officer | 2022 | 479,583 | 72,600 | — | 153,200 | — | 37,178 | 47,687 | 790,248 | | | 2021 | 468,397 | 70,686 | — | 119,200 | — | 18,025 | 46,901 | 723,209 | | Carlos L. Heard (6) | 2023 | 482,692 | 75,000 | — | 90,900 | — | 2,405 | 48,018 | 699,015 | | Senior Vice President - Chief Financial Officer | 2022 | 424,038 | 67,500 | — | 114,900 | — | 881 | 44,048 | 651,367 | | | 2021 | 284,135 | 56,250 | — | 59,600 | — | 35 | 31,340 | 431,360 |

  21. Summary Compensation Table

    (1) The amounts in this column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See note 10 to the consolidated financial statements in the Company's 2023 annual report to stockholders for the assumptions used to value these awards. (2) Earnings are calculated at the last day of each month and credited to each account at an amount equal to the product of (i) one-twelfth of the current “yield to worst” reported for the U. S. Corporate High Yield Bond Index and (ii) the sum of (a) the deferred compensation account balance as of the last day of the preceding month and (b) amounts deferred for the current month. (3) Approximately 1%, 1% and 14% of total compensation in the table above for 2023, 2022 and 2021, respectively, related to services provided by Mr. Pearson to affiliates of the Company, for which the Company was reimbursed pursuant to the terms of the shared services agreement. See "Certain Relationships and Transactions" on page 35. (4) Mr. Netter retired effective December 31, 2023. Upon his retirement, Mr. Netter entered into a six-month consulting arrangement with the Company. The arrangement provides that Mr. Netter shall receive a total of $470,000 payable in six equal monthly installments. (5) Approximately 49%, 50% and 51% of total compensation in the table above for 2023, 2022 and 2021, respectively, related to services provided by Mr. Collich to affiliates of the Company, for which the Company was reimbursed pursuant to the terms of the shared services agreement. See "Certain Relationships and Transactions" on page 35. (6) Mr. Heard was appointed Senior Vice President - Chief Financial Officer effective April 1, 2021. (7) The following table sets forth the components of “All Other Compensation” paid to the named executive officers for 2023, 2022 and 2021.

  22. Summary Compensation Table

    | All Other Compensation | | | | | | | | | Name | Year | Director's Compensation (a) | Tax-Qualified Plan Contribution (b) | SERP Contribution (c) | Auto Allowance | Group Term Life Insurance | Total | | B. Francis Saul II | 2023 | $49,083 | $— | $9,000(d) | $— | $— | $58,083 | | | 2022 | 56,430 | — | 9,000(d) | — | — | 65,430 | | | 2021 | 50,578 | — | 9,000(d) | — | — | 59,578 | | D. Todd Pearson | 2023 | 37,883 | 19,800 | 36,773 | 12,600 | 1,956 | 109,012 | | | 2022 | — | 18,300 | 31,373 | 12,600 | 1,956 | 64,229 | | | 2021 | — | 17,400 | 25,327 | 12,600 | 1,956 | 57,283 | | Christopher H. Netter | 2023 | — | 19,800 | 26,427 | 12,600 | 1,956 | 60,783 | | | 2022 | — | 18,300 | 24,513 | 12,600 | 1,956 | 57,369 | | | 2021 | — | 17,400 | 24,358 | 12,600 | 1,956 | 56,314 | | John F. Collich | 2023 | — | 19,800 | 14,368 | 12,600 | 1,956 | 48,724 | | | 2022 | — | 18,300 | 14,831 | 12,600 | 1,956 | 47,687 | | | 2021 | — | 17,400 | 14,945 | 12,600 | 1,956 | 46,901 | | Carlos L. Heard | 2023 | — | 19,800 | 13,662 | 12,600 | 1,956 | 48,018 | | | 2022 | — | 18,300 | 11,192 | 12,600 | 1,956 | 44,048 | | | 2021 | — | 13,765 | 6,658 | 9,450 | 1,467 | 31,340 |

  23. Summary Compensation Table

    (a)Director’s compensation for Mr. B. Francis Saul II for 2023, 2022 and 2021 includes fees of $26,000, $26,000 and $26,000, respectively, Common Stock awards of 200 shares in each year valued at $6,758, $9,580, and $8,778, respectively, and non-qualified stock option awards of 2,500 options in each year valued at $6.53, $8.34 and $6.32 per option, respectively. Director’s compensation for Mr. D. Todd Pearson for 2023 includes fees of $14,800, a Common Stock award of 200 shares valued at $6,758, and a non-qualified stock option award of 2,500 options valued at $6.53 per option. The amounts in this column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See note 10 to the consolidated financial statements in the Company’s 2023 annual report to stockholders for the assumptions used to value these awards. (b)Value of employer's contribution for 2023, 2022 and 2021 represents up to 6% of eligible compensation up to $330,000 for 2023, $305,000 for 2022 and $290,000 for 2021. (c)Value of employer's contribution for 2023, 2022 and 2021 represents up to 6% of eligible compensation in excess of $330,000 for 2023, $305,000 for 2022 and $290,000 for 2021. (d)Because Mr. B. Francis Saul II receives compensation from other affiliated companies, all Saul Centers' retirement plan contributions are made to the SERP.

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following plan-based awards were awarded to named executive officers pursuant to our 2004 Stock Plan during 2023.

  25. Grants of Plan-Based Awards

    | Name | Grant Date | Number of Shares of Common Stock Awarded | Grant Date Fair Value | All Other Option Awards: Number of Shares of Common Stock Underlying Options | Exercise Price of Option Awards | Grant Date Fair Value | | B. Francis Saul II (1) | 5/12/2023 | 200 | $6,758 | 2,500 | $33.79 | $16,325 | | D. Todd Pearson (1) (2) | 5/12/2023 | 200 | 6,758 | 32,500 | 33.79 | 198,125 | | Christopher H. Netter (2) | 5/12/2023 | — | — | 25,000 | 33.79 | 151,500 | | John F. Collich (2) | 5/12/2023 | — | — | 20,000 | 33.79 | 121,200 | | Carlos L. Heard (2) | 5/12/2023 | — | — | 15,000 | 33.79 | 90,900 |

  26. Grants of Plan-Based Awards

    (1) Includes 200 shares of Common Stock and 2,500 options granted to Messrs. Saul and Pearson in respect of their service as directors, which vested immediately upon grant and were valued at $6.53 per option. (2) Options awarded to officers vest 25% on each of the first four anniversaries of the grant date. Employee stock option awards granted in 2023 were valued at $6.06 per option.

  27. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to option awards outstanding as of December 31, 2023, for each of the named executive officers.

  28. Outstanding Equity Awards at Fiscal Year End

    | | | Number of Securities Underlying Unexercised Options | | Exercise | Expiration | | Name | Grant Date | Exercisable | Unexercisable | Price | Date | | B. Francis Saul II | 5/8/2015 | 2,500(1) | — | $51.07 | 5/7/2025 | | | 5/6/2016 | 2,500(1) | — | 57.74 | 5/5/2026 | | | 5/5/2017 | 2,500(1) | — | 59.41 | 5/4/2027 | | | 5/11/2018 | 2,500(1) | — | 49.46 | 5/10/2028 | | | 5/3/2019 | 2,500(1) | — | 55.71 | 5/2/2029 | | | 4/24/2020 | 2,500(1) | — | 50.00 | 4/23/2030 | | | 5/7/2021 | 2,500(1) | — | 43.89 | 5/6/2031 | | | 5/13/2022 | 2,500(1) | — | 47.90 | 5/12/2032 | | | 5/12/2023 | 2,500(1) | — | 33.79 | 5/11/2033 | | D. Todd Pearson | 5/5/2017 | 5,000(2) | — | 59.41 | 5/4/2027 | | | 5/11/2018 | 5,000(2) | — | 49.46 | 5/10/2028 | | | 5/3/2019 | 7,500(2) | — | 55.71 | 5/2/2029 | | | 4/24/2020 | 11,250(2) | 3,750(2) | 50.00 | 4/23/2030 | | | 5/7/2021 | 12,500(2) | 12,500(2) | 43.89 | 5/6/2031 | | | 5/13/2022 | 7,500(2) | 22,500(2) | 47.90 | 5/12/2032 | | | 5/12/2023 | 2,500(1) | 30,000(2) | 33.79 | 5/11/2033 | | Christopher H. Netter | 5/9/2014 | 15,000(2) | — | 47.03 | 5/8/2024 | | | 5/8/2015 | 20,000(2) | — | 51.07 | 5/7/2025 | | | 5/6/2016 | 20,000(2) | — | 57.74 | 5/5/2026 | | | 5/5/2017 | 20,000(2) | — | 59.41 | 5/4/2027 | | | 5/11/2018 | 20,000(2) | — | 49.46 | 5/10/2028 | | | 5/3/2019 | 20,000(2) | — | 55.71 | 5/2/2029 | | | 4/24/2020 | 15,000(2) | 5,000(2) | 50.00 | 4/23/2030 | | | 5/07/2021 | 12,500(2) | 12,500(2) | 43.89 | 5/06/2031 | | | 5/13/2022 | 6,250(2) | 18,750(2) | 47.90 | 5/12/2032 | | | 5/12/2023 | — | 25,000(2) | 33.79 | 5/11/2033 | | John F. Collich | 5/10/2013 | 5,000(2) | — | 44.42 | 5/9/2023 | | | 5/9/2014 | 10,000(2) | — | 47.03 | 5/8/2024 | | | 5/8/2015 | 20,000(2) | — | 51.07 | 5/7/2025 | | | 5/6/2016 | 20,000(2) | — | 57.74 | 5/5/2026 | | | 5/5/2017 | 20,000(2) | — | 59.41 | 5/4/2027 | | | 5/11/2018 | 20,000(2) | — | 49.46 | 5/10/2028 | | | 5/3/2019 | 20,000(2) | — | 55.71 | 5/2/2029 | | | 4/24/2020 | 15,000(2) | 5,000(2) | 50.00 | 4/23/2030 | | | 5/7/2021 | 10,000(2) | 10,000(2) | 43.89 | 5/6/2031 | | | 5/13/2022 | 5,000(2) | 15,000(2) | 47.90 | 5/12/2032 | | | 5/12/2023 | — | 20,000(2) | 33.79 | 5/11/2033 | | Carlos L. Heard | 5/7/2021 | 5,000(2) | 5,000(2) | 43.89 | 5/6/2031 | | | 5/13/2022 | 3,750(2) | 11,250(2) | 47.90 | 5/12/2032 | | | 5/12/2023 | — | 15,000(2) | 33.79 | 5/11/2033 | | (1) - Director option awards vest immediately upon grant. | | | | | | | (2) - Executive officer option awards vest 25% on each of the first four anniversaries of the grant date. | | | | | |

  29. Option Exercises and Stock Vested

    Option Exercises and Stock Vested No stock options were exercised by the named executive officers during the year ended December 31, 2023.

  30. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information concerning the participation by the named executive officers in the SERP during 2023. See “Benefits and Other Perquisites” on page 24 for a description of the SERP.

  31. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 (1) | Saul Centers, Inc. Contributions in 2023 (2) | 2023 Earnings (3) (4) | Aggregate Withdrawals / Distributions | Aggregate Balance at December 31, 2023 | | B. Francis Saul II | $3,000 | $9,000 | $94,211 | — | $1,164,785 | | D. Todd Pearson | 12,258 | 36,773 | 11,500 | — | 177,879 | | Christopher H. Netter | 8,809 | 26,427 | 66,304 | — | 843,262 | | John F. Collich | 4,789 | 14,368 | 46,224 | — | 584,633 | | Carlos L. Heard | 4,554 | 13,662 | 2,405 | — | 45,337 |

  32. Nonqualified Deferred Compensation

    (1) Executives contribute up to a maximum of 2% of eligible compensation. (2) The Company contributes up to three times the executive officer's retirement plan contribution. (3) Earnings are calculated at the last day of each month and credited to each account at an amount equal to the product of (i) one-twelfth of the current “yield to worst” reported for the U. S. Corporate High Yield Bond Index and (ii) the sum of (a) the deferred compensation account balance as of the last day of the preceding month and (b) amounts deferred for the current month. (4) No amounts in the 2023 Earnings column represent salary or bonus that was reported in the Summary Compensation Tables in prior years.

  33. Executive Employment Contracts and Potential Payments upon Termination or Change in Control

    Executive Employment Contracts and Potential Payments upon Termination or Change in Control The Company does not have employment or severance agreements with any of its executive officers. Therefore, the Company does not have a predetermined termination or change of control compensation plan in place for any of its named executive officers.

  34. CEO Pay Ratio

    CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of Mr. B. Francis Saul II, our Chief Executive Officer, and the annual total compensation of our employees. The 2023 annual total compensation of the Company’s Chief Executive Officer was $302,294. The 2023 annual total compensation of the median employee (excluding the Chief Executive Officer) was $80,496. The resulting ratio of our Chief Executive Officer’s total compensation to the total compensation of our median employee for 2023 was 3.8:1. We determined our median employee based on our employee population as of December 31, 2023. To determine the median employee from our employee population, we compared the total cash compensation of all such employees who provided services to the Company in 2023. The compensation for employees who commenced employment with us during the year, and who, therefore, were employed by the Company for less than a full year during 2023, was annualized. Compensation provided to part-time employees was not annualized. Certain of our employees are full-time employees of our non-subsidiary affiliates who spend a portion of their time working on the Company's matters, and certain full-time Company employees spend a portion of their time working for our non-subsidiary affiliates on non-Company matters. The salaries and benefits of these shared employees of these affiliates are charged to the Company and the affiliates based on the percentage of time spent working for each organization. See “Certain Relationships and Transactions” on page 37. For purposes of determining our median employee, we treated these shared employees as part-time employees of the Company based on the portion of their compensation attributed to the Company. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers, as set forth in the 2023 Summary Compensation Table in this proxy statement, to compute the ratio of the Chief Executive Officer’s total pay to that of the median employee.

  35. Pay Versus Performance

    Pay Versus Performance The following table sets forth additional compensation information for our principal executive officer (“PEO”) and non-PEO Named Executive Officers (“NEOs”), including the compensation actually paid (“CAP”) to our PEO and Average CAP to our non-PEO NEOs, as determined in accordance with SEC rules, total stockholder return (“TSR”) and net income for the years ended December 31, 2023, 2022, 2021, and 2020:

  36. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment on January 1, 2020 Based On: | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Saul Centers Total Stockholder Return (4) | Peer Group Total Stockholder Return (3) (4) | Net Income (in thousands) (4) | | 2023 | $302,294 | $302,294 | $944,714 | $940,496 | $92.84 | $110.96 | $69,026 | | 2022 | 293,174 | 293,174 | 896,356 | 802,676 | 90.34 | 99.72 | 65,392 | | 2021 | 248,465 | 248,465 | 680,841 | 929,317 | 112.03 | 131.78 | 61,649 | | 2020 | 193,906 | 193,906 | 706,527 | 540,224 | 63.93 | 92.00 | 50,316 |

  37. Pay Versus Performance

    (1) Mr. B. Francis Saul II was our PEO for all years shown. All equity grants awarded to Mr. B. Francis Saul II vested immediately. There are no adjustments to the Summary Compensation Table total to arrive at CAP to our PEO. (2) For 2020, our other NEOs included Messrs. Schneider, Netter, Pearson and Collich. For 2021, our other NEOs included Messrs. Schneider, Pearson, Netter, Collich and Heard. For 2023 and 2022, our other NEOs included Messrs. Pearson, Netter, Collich and Heard. (3) Peer Group TSR is calculated using the FTSE Nareit Equity Index, which is the index used for purposes of our performance graph in our Annual Report on Form 10-K for the year ended December 31, 2023. (4) The Company does not link CAP with net income, TSR, or any other financial performance measurement. The Compensation Committee believes that the annual salary, cash bonus, and options awarded to each of our NEOs during the periods presented reflected the scope of the role and responsibilities of the applicable position, individual performance and experience, and competitive market practices. The Compensation Committee believes that the annual salary, cash bonus, and options awarded to each of our NEOs maintain a level of total compensation that allows us to attract and retain executive officers who create and preserve sustainable stockholder value. The following table summarizes the adjustments made during each year to arrive at average CAP to the other NEOs during 2023, 2022, 2021, and 2020.

  38. Pay Versus Performance

    | | Average of Other NEOs | | | | | Adjustments | 2023 | 2022 | 2021 | 2020 | | Amounts reported under “Option Awards” in Summary Compensation Table | $(136,350) | $(172,350) | $(95,360) | $(17,250) | | Fair Value of Awards Granted in the Indicated Year and Unvested as of Year-End | 203,625 | 138,825 | 156,800 | 29,438 | | Change in Fair Value from Awards Granted in Prior Years that Remain Unvested as of Year-End | (26,716) | (63,297) | 146,115 | (103,803) | | Change in Fair Value from Awards Granted in Prior Years that Vested during the Year | (44,777) | 3,142 | 40,921 | (74,688) | | Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award | — | — | — | — | | Total Adjustments | $(4,218) | $(93,680) | $248,476 | $(166,303) |