Bettina T. Guevara

About Bettina T. Guevara

Executive Vice President – Chief Legal and Administrative Officer, and Secretary of Saul Centers, Inc. (BFS) since January 2024; previously Senior Vice President – General Counsel and Secretary from January 2020 to January 2024. Age 47 in 2025; career began as an attorney at Miles & Stockbridge P.C. from August 2005 to December 2013 before joining the Saul Organization in 2014 . She signs Company SEC filings in her capacity as corporate secretary and senior legal officer . Company-level performance context during her tenure shows TSR of $98.23 for a hypothetical $100 investment from January 1, 2020 to December 31, 2024, with TSR generally correlated to FTSE Nareit Equity Index; BFS does not link executive compensation to TSR or net income .

Past Roles

External Roles

Fixed Compensation

• Bettina Guevara is not listed as a named executive officer (NEO) in the Summary Compensation Table; therefore, her base salary, target bonus, and actual bonus are not disclosed .
• BFS sets base salaries annually effective May 1 and determines bonuses subjectively, typically at 15–20% of base salary for NEOs; the Board currently has no stock ownership guidelines for executive officers .

Performance Compensation

• Bonuses: Determined subjectively by the Compensation Committee without pre-set performance targets; recommendations by the CEO are considered .
• Equity under 2024 Stock Incentive Plan: For officers, awards are split between time-vested and performance-based restricted shares; time-vested RSAs vest annually over five years and performance-based RSAs vest at the fifth anniversary of grant once the Board sets a performance target (accounting grant date) .
• Options vesting for executive officers: 25% on each of the first four anniversaries of grant; director options vest immediately .
• Clawback: Company adopted an incentive-based compensation recoupment policy in 2023 per SEC/NYSE rules; additional clawback authority exists under the 2024 Stock Incentive Plan for misconduct-induced restatements .
• Hedging/short sales: Prohibited for all employees and directors .

Note: No specific equity grants or vesting schedules are disclosed for Ms. Guevara in 2024–2025 proxy materials .

Equity Ownership & Alignment

• Individual beneficial ownership for Ms. Guevara is not disclosed; the proxy lists directors and NEOs individually and the group aggregate (50.2% for all directors and executive officers as a group) but does not include her as a separately enumerated beneficial owner .
• Stock ownership guidelines: None prescribed for executive officers at present .
• Pledging: No pledging policy disclosure specific to Ms. Guevara; hedging and short sales are prohibited company-wide .
• Insider exercises: No options exercised and no restricted stock vested for NEOs in 2024, reducing near-term selling pressure in disclosed population; Ms. Guevara’s activity is not disclosed .

Employment Terms

• Employment/severance agreements: The Company does not have employment or severance agreements with any of its executive officers; no predetermined termination or change-of-control compensation plan is in place for NEOs .
• Change-in-control: Director restricted stock Annual Awards under the 2024 Stock Incentive Plan become fully vested upon consummation of a change in control; officer award acceleration terms are not detailed in the proxy .
• Non-compete/non-solicit/garden leave: Not disclosed in proxy.
• Management time and related-party context: Key executives, including Ms. Guevara, also serve as officers in Saul Organization entities; management time may be split, and the structure presents potential conflict risks mitigated by Audit Committee oversight of related-party transactions .

Performance & Track Record

Company performance context during 2020–2024:

*Values retrieved from S&P Global.

Additional notes:

• BFS discloses that CAP (compensation actually paid) is not linked to net income or TSR; compensation is primarily driven by role scope, experience, and market practices .
• Ms. Guevara signed multiple Company 8-Ks and proxy filings as Corporate Secretary, underscoring her role in governance and disclosure controls .

Compensation Committee Analysis

• Composition: Independent directors H. Gregory Platts (Chair) and Philip D. Caraci .
• Meetings: Three in 2024 .
• Determination approach: Subjective assessments informed by CEO recommendations; no fixed ratios between salary, bonus, and long-term incentives .
• Interlocks: Mr. Philip D. Caraci previously an officer; Mr. B. F. Saul II and two Company directors serve on Chevy Chase Trust Company’s Compensation Committee .
• Say-on-pay: Triennial cycle adopted; approximately 94.8% support in May 2023 .

Investment Implications

• Alignment and retention: Absence of employment/severance agreements and no executive stock ownership guidelines reduce visibility into executive retention incentives and skin-in-the-game alignment; however, clawback policy, hedging prohibitions, and structured vesting for equity awards are governance positives .
• Selling pressure: With no 2024 vesting for NEOs and multi-year vesting schedules for officer equity, near-term forced selling pressure among disclosed NEOs was muted; Ms. Guevara’s equity grant/vesting details are not disclosed, limiting precision for her specific selling risk .
• Governance and related-party risk: Executives’ roles across Saul Organization and significant insider ownership can create potential conflicts; Audit Committee oversight and exclusivity/right-of-first-refusal agreements aim to mitigate risk, but investors should monitor related-party transactions and Board independence dynamics .
• Performance linkage: Compensation not formulaically tied to TSR or financial metrics suggests limited direct pay-for-performance alignment; investors should focus on qualitative execution in legal/regulatory risk management under Ms. Guevara’s remit and broader portfolio strategy to assess value creation .