Andrew M. Saul II

About Andrew M. Saul II

Andrew M. Saul II (age 59) has served as a director of Saul Centers, Inc. since June 2014; he is nominated for re-election at the May 9, 2025 annual meeting with a term to 2028 . He is Chief Executive Officer and co-founder of Genovation Cars and holds roles within the Saul Organization (Director of B. F. Saul Company since 2013; Trustee of B. F. Saul Real Estate Investment Trust since 2014) . He is the son of B. Francis Saul II (Chairman & CEO of Saul Centers), the brother of Vice Chair Patricia Saul Lotuff, and the uncle of director Willoughby B. Laycock, indicating close family ties to controlling insiders . The Board’s independence determination does not include Andrew among independent directors, signaling he is not independent under NYSE and company standards .

Past Roles

External Roles

Board Governance

• Classification and nomination: Class Two director nominee for 2025, with term ending at the 2028 annual meeting if elected .
• Independence: Not included in the Board’s list of “independent directors”; Board determined a majority (7 of 12) are independent, but Andrew is not among them .
• Committee assignments: Audit Committee (Clancy chair; members Caraci, Clancy, Platts), Compensation Committee (Platts chair; members Caraci, Platts), Nominating & Corporate Governance (Platts chair; members Caraci, Platts), Executive Committee (B. Francis Saul II chair; members Caraci, B. Francis Saul II). Andrew is not listed on any committee .
• Attendance and engagement: The Board met five times in 2024, and all directors currently serving attended at least 75% of Board and applicable committee meetings; all 12 directors attended the 2024 annual meeting .
• Executive sessions: One Board executive session and one independent director meeting were held in 2024 .
• Leadership structure: Combined Chair/CEO (B. Francis Saul II); Board does not have a Lead Independent Director .

Fixed Compensation

Policy highlights:

• Annual equity: Each continuing non‑employee director receives 2,000 restricted shares following each annual meeting; vest in three equal annual installments; full vest on Change in Control .
• Deferred compensation: Directors may defer fees into cash or share accounts; Andrew had no deferred share credits in 2024/25 .

Performance Compensation

Notes:

• Director awards are time‑vested; no TSR/EBITDA/FFO metrics apply to director compensation policy .
• The company adopted an incentive‑compensation recoupment (clawback) policy in 2023 for executive officers in compliance with SEC/NYSE rules; this does not indicate director performance metrics .

Other Directorships & Interlocks

No other public company directorships are disclosed for Andrew in the past five years .

Expertise & Qualifications

• CEO/co‑founder experience (Genovation Cars), contributing innovation and leadership experience to the Board .
• Longstanding association with Saul Organization entities; Board biography cites innovation and leadership as his core attributes .

Equity Ownership

Option details (director options vest immediately upon grant):

• Andrew’s beneficial ownership includes 22,500 options currently exercisable; director option awards vest upon grant per footnote .

Governance Assessment

• Independence and family concentration: Andrew is not independent under NYSE and company standards; he is the son of the Chairman/CEO and closely related to two other directors, raising concerns about board independence and potential conflicts of interest .
• Committee governance: Andrew serves on no key committees (Audit, Compensation, Nominating), which are fully independent; this shields committees from direct family influence but underscores reliance on independent directors for oversight .
• Board leadership and oversight: Combined Chair/CEO role without a Lead Independent Director; only one executive session and one independent director meeting held in 2024, which may limit independent oversight optics versus governance best practice .
• Related‑party transactions: Extensive shared services with Saul Organization ($11.4 million in 2024 billings; $847,600 headquarters rent; $449,300 insurance commissions), all subject to Audit Committee review—material related‑party exposure and potential conflicts persist structurally .
• Ownership alignment: Andrew’s direct economic stake is modest (<1% beneficial ownership including options), while the Saul Organization collectively controls ~46.5% (through affiliates and options), concentrating control among insiders; Andrew’s low personal ownership provides limited independent alignment signal .
• Director pay structure: Standard REIT director pay mix—cash retainer plus time‑vested restricted stock; no performance metrics for director awards; equity vests over three years, with full vest upon Change in Control, which can be viewed as retention‑oriented rather than performance‑contingent .
• Attendance: Board met five times and directors individually met at least 75% attendance thresholds in 2024—baseline engagement met; however, individual meeting counts by director are not disclosed .
• Say‑on‑pay context: 2023 advisory vote received ~94.8% support, indicating broad shareholder acceptance of compensation practices; nonetheless, this concerns executive pay rather than director pay or independence .

RED FLAGS

• Not independent; immediate family of the Chair/CEO and related to other directors .
• Concentrated control and pervasive related‑party arrangements with Saul Organization, including shared services and leases, creating ongoing conflict‑of‑interest risk despite Audit Committee oversight .
• No Lead Independent Director; limited executive session cadence in 2024 .
• Director equity awards time‑vest only; full vest on Change in Control without performance gating .

Positive Signals

• Independent composition of key committees (Audit, Compensation, Nominating) and identification of audit committee financial experts .
• Directors met attendance thresholds; board‑level policies on ethics and insider trading (including prohibition on short sales and hedging) .

Overall, Andrew’s governance profile reflects strong familial affiliations within a controlled REIT structure, limited committee participation, and modest personal ownership, necessitating continued focus on independent committee oversight and rigorous review of related‑party transactions to maintain investor confidence .