Carlos L. Heard
About Carlos L. Heard
Carlos L. Heard (age 49) is Senior Vice President and Chief Financial Officer of Saul Centers, Inc. (BFS), a role he has held since April 2021. He previously led acquisitions, development, and finance roles within the B. F. Saul organization after a capital markets and commercial real estate career at Chevy Chase Bank (1998–2009) . Company performance context: from Jan 1, 2020 to Dec 31, 2024, Saul Centers’ TSR value was $98.23 on a $100 base and 2024 net income was $67.7 million . Long-term incentives for executives are tied 50% to time-based restricted shares and 50% to performance-based restricted shares vesting on the fifth anniversary, with vesting based on annual funds from operations (FFO) versus Board-set targets (50–150% vesting for 90–110% of target) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Saul Centers / B. F. Saul Company & Affiliates | SVP – CFO | 2021–present | Oversees finance at BFS; previously EVP-level roles at affiliates |
| B. F. Saul Company & Affiliates | SVP, Acquisitions & Development | 2019–Mar 2021 | Led growth pipeline and development activities |
| B. F. Saul Company & Affiliates | VP, Acquisitions & Development | 2013–2018 | Advanced acquisitions and development execution |
| B. F. Saul Company & Affiliates | VP, Acquisitions & Finance | 2010–2012 | Drove underwriting and financing initiatives |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chevy Chase Bank, F.S.B. | Group VP, Capital Markets & Commercial Real Estate | 1998–2009 | Led capital markets and CRE activities at a regional bank |
Fixed Compensation
- Compensation philosophy: attract/retain talent; reward performance; equity used to align with shareholders. Committee relies on discretion (no formulaic bonus metrics) with CEO recommendations for other NEOs .
- No executive stock ownership guidelines at present (none prescribed by the Board) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary (paid) | $424,038 | $482,692 | $520,287 |
| Base salary rate (effective May 1) | — | $500,000 | $530,000 (↑6%) |
| Cash bonus | $67,500 | $75,000 | $79,500 (15% of base) |
| All other compensation (401k, SERP, auto, insurance) | $44,048 | $48,018 | $50,257 |
| Total compensation | $651,367 | $699,015 | $744,446 |
Detail of 2024 “All other compensation”
- 401(k) employer contribution: $20,700; SERP contribution: $15,247; Auto allowance: $12,600; Group term life: $1,710 .
Performance Compensation
Program design
- Long-term incentives split equally: 50% time-vested RS and 50% performance-based RS; time-based vests annually over 5 years; performance-based vests at year 5; FFO vs Board target determines 50–150% vesting (must reach ≥90% of target) .
- Clawback policy (effective Oct 2, 2023) mandates recovery of erroneously paid incentive comp upon a qualifying restatement; plan also permits recoupment for intentional misconduct or gross negligence tied to restatements .
- Prohibition on short sales and hedging for all employees and directors; insider trading policy on file with the 10-K .
Grants and vesting
| Award type | Grant year | Granted shares | Performance +/- | Grant-date fair value | Not-yet-granted (performance tranches scheduled) | Vesting schedule |
|---|---|---|---|---|---|---|
| Restricted stock (time + performance) | 2024 | 2,800 | +/−200 | $90,592 | 1,200 | Time-vest: annual over 5 years; Performance-vest: 5th anniversary; FFO 90–110% → 50–150% vest |
Outstanding equity (as of 12/31/2024)
| Instrument | Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Vesting mechanics |
|---|---|---|---|---|---|---|
| Stock options | 5/7/2021 | 7,500 | 2,500 | $43.89 | 5/6/2031 | 25% per year over 4 years |
| Stock options | 5/13/2022 | 7,500 | 7,500 | $47.90 | 5/12/2032 | 25% per year over 4 years |
| Stock options | 5/12/2023 | 3,750 | 11,250 | $33.79 | 5/11/2033 | 25% per year over 4 years |
| Restricted stock (granted) | 2024 | — | 3,000 | $90,592 | — | Time: pro-rata over 5 yrs; Perf: cliff at year 5 |
| Restricted stock (not yet granted for perf tranche) | 2024 | — | — | — | 1,200 | Will be granted when target finalized; same vesting |
Payout mechanics
- Annual cash bonus is discretionary and not tied to preset metrics; for 2024, set at 15% of base salary for the CFO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 23,769 shares (includes 18,750 options currently exercisable) |
| Ownership % of outstanding | <1% of common stock (per table notation) |
| Common stock directly/indirectly held (implied) | ~5,019 shares (beneficial total less exercisable options) |
| Options – exercisable | 18,750 shares (see table above) |
| Options – unexercisable | 21,250 shares (2,500 + 7,500 + 11,250) as of 12/31/24 |
| Unvested restricted shares | 3,000 granted in 2024; 1,200 performance shares not yet granted (pending targets) |
| Stock ownership guidelines | None for executive officers at present |
| Hedging/short sales | Prohibited for all employees and directors |
| Clawback | NYSE/SEC-compliant recoupment policy adopted in 2023; plan-based recoupment for misconduct/gross negligence tied to restatements |
Note: The proxy does not disclose share pledging for executives; no ownership guidelines therefore no compliance status is applicable .
Employment Terms
- Contracts and severance: The Company has no employment or severance agreements with any executive officers; there is no predetermined termination or change-in-control compensation plan for named executive officers .
- Change in control: Non-employee director annual equity awards accelerate on a change in control; officer equity acceleration terms are not specified in the proxy; no executive severance multiples disclosed .
- Deferred compensation/SERP: Executives contribute 2% of eligible comp; company contributes up to 3× that amount. For Heard (2024): $5,082 executive contribution; $15,247 company contribution; $3,810 plan earnings; $69,476 year-end balance .
Say-on-Pay, Governance, and Committee Oversight
- Say-on-Pay: In May 2023, 94.8% of votes supported executive compensation policies; Board adopted a triennial SOP frequency in 2023 .
- Compensation Committee: Independent directors (Platts, Chair; Caraci) oversee executive pay and administer the 2024 Stock Incentive Plan .
Performance & Track Record Context
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Saul Centers TSR value on $100 (Jan 1, 2020 base) | $63.94 | $112.91 | $91.04 | $93.56 | $98.23 |
| Net Income ($000s) | $50,316 | $61,649 | $65,392 | $69,026 | $67,703 |
Note: The Company states it does not link “compensation actually paid” to TSR, net income, or other financial performance metrics; equity award values drive CAP variability .
Investment Implications
- Alignment and incentives: Introduction of meaningful restricted stock in 2024 with a five-year horizon and FFO-based vesting increases long-term alignment and retention for the CFO; however, the absence of executive ownership guidelines is a governance gap relative to peers .
- Retention risk: Multi-year vesting (annual time-based through 2029; performance cliff in 2029) plus unvested options through 2027–2033 support retention; lack of severance/CoC payouts reduces entrenchment risk but could reduce financial incentives to stay through a transaction .
- Pay-for-performance: Annual bonus remains discretionary without preset metrics, limiting short-term performance linkage; the FFO-based equity framework provides medium-term performance alignment (50–150% outcome) .
- Ownership and trading signals: CFO’s beneficial stake is modest (<1%), with a meaningful portion via options; insider policy prohibits hedging/short sales and a clawback is in place, mitigating misalignment risk. Absence of disclosed pledging reduces a potential red flag, though the proxy does not explicitly address pledging for executives .