D. Todd Pearson
About D. Todd Pearson
D. Todd Pearson, 44, is President and Chief Operating Officer (since May 2021) and a director of Saul Centers, Inc. (since May 2023). He joined the company in 2005 and progressed through internal audit and acquisitions/development leadership roles, bringing public company, real estate, finance, accounting, development, construction, and leadership experience to the board . During his tenure as a senior executive, BFS revenue rose from $220.3m in FY2020 to $261.2m in FY2024 and EBITDA increased from $142.5m to $167.6m; TSR for a $100 investment moved from 63.94 in 2020 to 98.23 in 2024, while net income was $67.7m in 2024 . Revenue and EBITDA values are marked with an asterisk; Values retrieved from S&P Global.
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $220,281,000* | $234,515,000* | $240,837,000* | $249,057,000* | $261,178,000* |
| EBITDA ($USD) | $142,483,000* | $152,645,000* | $154,646,000* | $162,409,000* | $167,620,000* |
| EBITDA Margin % | 63.27%* | 63.81%* | 62.90%* | 63.14%* | 62.35%* |
| Net Income ($USD) | $50,316,000 | $61,649,000 | $65,392,000 | $69,026,000 | $67,703,000 |
| Saul Centers TSR (Value of $100) | 63.94 | 112.91 | 91.04 | 93.56 | 98.23 |
Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saul Centers, Inc. | Director of Internal Audit | 2005–2009 | Built internal audit foundation and control environment |
| Saul Centers, Inc. | VP – Director of Internal Audit | 2010 | Elevated scope and leadership in audit |
| Saul Centers, Inc. | VP – Acquisitions & Development | 2011–2016 | Led growth pipeline in acquisitions/development |
| Saul Centers, Inc. | SVP – Acquisitions & Development | 2017–Sep 2019 | Oversaw larger portfolio initiatives |
| Saul Centers, Inc. | EVP – Real Estate | Oct 2019–Apr 2021 | Managed real estate operations ahead of COO role |
| Saul Centers, Inc. | President & COO | May 2021–Present | Enterprise execution and operating leadership |
| Saul Centers, Inc. | Director | May 2023–Present | Management director bringing operating insight |
External Roles
- Not disclosed in the proxy; no outside public company directorships or committee roles reported for Pearson .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 715,385 | 815,385 | 951,608 |
| Annual Cash Bonus ($) | 112,500 | 127,500 | 150,000 |
| Bonus as % of Base | — | — | 15% (on $1,000,000 base) |
| All Other Compensation ($) | 64,229 | 109,012 | 79,625 |
| Total ($) | 1,128,365 | 1,245,197 | 2,188,556 |
| Base Salary Decisions | May 1, 2023 | May 1, 2024 | Change |
|---|---|---|---|
| Pearson Base ($) | 850,000 | 1,000,000 | +18% |
Notes:
- Bonuses are set annually, typically in December, as a percentage of base salary, determined subjectively based on CEO recommendation and other qualitative factors—not on pre-set performance targets .
- The company’s compensation philosophy emphasizes discretion; the Committee does not fix numerical mix between salary, bonus, and LTIs .
Performance Compensation
| Equity Awards (2024) | Grant Year | Number of Shares | Performance-Based Adjustment Potential | Estimated Grant-Date Fair Value |
|---|---|---|---|---|
| Restricted Stock (Time + Performance Split) | 2024 | 24,500 | +/- 1,750 shares based on performance | $992,045 |
| Restricted Shares “Awarded Not Yet Granted” | 2024 | 10,500 | Performance targets required before accounting grant date | N/A |
Vesting mechanics:
- Time-vested restricted shares vest annually over five years; performance-based restricted shares vest on the fifth anniversary of grant; performance-based accounting grant date occurs after targets are set .
- Options for executive officers vest 25% per year over the first four anniversaries; director options vest immediately .
Option awards reported (grant-date fair value):
| Option Awards | FY 2022 | FY 2023 |
|---|---|---|
| Pearson Option Awards ($) | 229,800 | 181,800 |
Pay-versus-performance policy:
- Company explicitly states compensation actually paid (CAP) is not linked to TSR or net income; equity value changes drive CAP variability .
Equity Ownership & Alignment
| Beneficial Ownership (as of Feb 28, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| D. Todd Pearson | 121,833 | <1% | Includes 76,250 options currently exercisable within 60 days and 2,236 shares held by spouse (disclaimed) |
| Outstanding Equity at FY2024 | Vested/Exercisable | Unvested/Unexercisable | Vesting/Terms |
|---|---|---|---|
| Options (aggregate) | 76,250 exercisable | 43,750 unexercisable | 25% annual vest over 4 years for executive grants |
| Restricted Stock (2024 grants) | — | 26,250 unvested | Time-based: annual over 5 years; performance-based: year 5 cliff |
Selected option grants and terms:
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 5/5/2017 | 5,000 | — | $59.41 | 5/4/2027 |
| 5/11/2018 | 5,000 | — | $49.46 | 5/10/2028 |
| 5/3/2019 | 7,500 | — | $55.71 | 5/2/2029 |
| 4/24/2020 | 15,000 | — | $50.00 | 4/23/2030 |
| 5/7/2021 | 18,750 | 6,250 | $43.89 | 5/6/2031 |
| 5/13/2022 | 15,000 | 15,000 | $47.90 | 5/12/2032 |
| 5/12/2023 (Dir) | 2,500 | — | $33.79 | 5/11/2033 |
| 5/12/2023 | 7,500 | 22,500 | $33.79 | 5/11/2033 |
Hedging/pledging guidelines:
- Company prohibits short sales and hedging transactions for all employees, including directors and named executive officers; insider trading policy governs trading activity and is filed with the 2024 10-K . Executive stock ownership guidelines are not prescribed at present, representing an alignment gap . No specific disclosure regarding stock pledging by Pearson was found; not disclosed.
Insider selling pressure:
- No option exercises and no restricted stock vested for named executive officers in 2024, reducing near-term selling pressure; however, multiple option tranches expire between 2027 and 2033 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment/Severance Agreement | Company does not maintain employment or severance agreements for executive officers; no predetermined termination or change-of-control payment plans . |
| Change-of-Control Triggers | Not applicable given absence of severance/change-of-control agreements . |
| Clawback | Recoupment policy adopted in 2023 per SEC/NYSE standards requiring recovery of certain erroneously paid incentive compensation after qualifying restatements; 2024 Stock Incentive Plan authorizes reimbursement/forfeiture for misconduct or gross negligence leading to restatements . |
| Insider Trading | Formal policy; prohibits short sales and hedging for all employees and directors . |
| Non-Compete/Non-Solicit | Not disclosed. |
| Deferred Comp/SERP | Company contributes up to 3x executive retirement contributions; Pearson’s 2024 SERP: Exec contrib $15,062; Company contrib $45,185; 2024 earnings $15,278; balance $253,404 . |
| Nonqualified Deferred Compensation (SERP) – Pearson | Executive Contributions (2024) | Company Contributions (2024) | 2024 Earnings | Aggregate Balance (12/31/2024) |
|---|---|---|---|---|
| $ | $15,062 | $45,185 | $15,278 | $253,404 |
Board Governance
- Board service: Director since May 2023; Class Three director (term ends at the 2026 annual meeting) .
- Independence: Board determined seven of 12 directors are independent (Pearson not among those listed independent) .
- Committees: Pearson is not listed as a member of the Audit Committee (Clancy, Caraci, Platts) , Compensation Committee (Platts, Caraci) , or Nominating & Corporate Governance Committee (members not individually enumerated; committees composed solely of independent directors) .
- Leadership structure: CEO also serves as Chairman; board does not have a Lead Independent Director; committees have full access to management and independent advisors; executive sessions of non-management directors are held regularly .
Dual-role implications:
- As President & COO and director, Pearson is a non-independent management director. Oversight mitigants include independent Audit, Compensation, and Nominating committees and regular executive sessions, but the combined CEO/Chair structure may concentrate agenda control with management leadership .
Director compensation:
- Pearson’s director compensation appears within “All Other Compensation” in the NEO table for 2023: $37,883 comprising cash fees $14,800, common stock award 200 shares valued at $6,758, and 2,500 options valued at $6.53 per option ; in 2024, director compensation for named executive officers is reported within their NEO disclosures rather than the separate director table .
Compensation Structure Analysis
- Shift toward equity grants: In 2024, Pearson received restricted stock awards ($992k FV) with a 50/50 time/performance split; prior years emphasized stock options (2022: $230k; 2023: $182k option FV) . RSUs/PSUs reduce option-related risk and may signal retention emphasis.
- Increased guaranteed pay: Base salary raised from $850k to $1,000k (+18%) effective May 1, 2024, while bonus set at 15% of base ($150k) via subjective assessment, not pre-set performance targets .
- Lack of explicit performance metrics: Company does not link CAP with net income or TSR, and bonuses are discretionary; performance-based restricted shares require targets but were not accounted as granted until targets are established .
- Clawback strength: SEC/NYSE-compliant recoupment policy plus misconduct-triggered forfeiture under the 2024 plan enhances downside accountability .
- Ownership alignment gaps: No executive stock ownership guidelines; hedging and short sales prohibited; pledging policy not expressly disclosed; minimal director-specific fees for Pearson in 2023 .
Equity Ownership & Alignment Details
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 121,833 shares (<1% of outstanding) | Includes 76,250 currently exercisable options; includes spouse’s 2,236 shares (disclaimed) |
| Vested vs Unvested | 76,250 options exercisable; 43,750 unexercisable | Restricted shares: 26,250 unvested (2024 grants) |
| Ownership Guidelines | None for executives at present | Alignment gap |
| Hedging/Short Sales | Prohibited for all employees/directors | Policy filed with 2024 10-K |
Say-on-Pay & Shareholder Feedback
- Say-on-pay cadence: Triennial advisory vote adopted in 2023 .
- 2023 outcome: 94.8% approval for executive compensation decisions/policies; Committee viewed this as endorsement and made no material changes .
Performance & Track Record
| Indicator | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 | 63.94 | 112.91 | 91.04 | 93.56 | 98.23 |
| Net Income ($000s) | 50,316 | 61,649 | 65,392 | 69,026 | 67,703 |
Notes and qualitative:
- Company states CAP is not linked to net income or TSR; equity award values drive CAP variability .
- No stock option exercises or restricted stock vesting in 2024 for NEOs , suggesting focus on long-term retention, with option expirations laddered into 2027–2033 .
Risk Indicators & Red Flags
- No employment/severance agreements or pre-set CIC economics—reduces parachute risk but may elevate retention risk in a sale scenario .
- Bonuses are discretionary without pre-determined targets; performance-based RSUs lacking disclosed metrics until targets are set—limits pay-for-performance transparency .
- No executive ownership guidelines—potential alignment gap despite hedging prohibition .
- Governance: CEO also serves as Chairman; no Lead Independent Director; committees composed of independent directors and hold executive sessions .
Compensation Committee Analysis
- Compensation Committee: Independent (Platts, Chair; Caraci), 3 meetings in 2024; approves officer awards under the 2024 Stock Incentive Plan and considers CEO recommendations for other executives .
- Pay philosophy: Discretionary, qualitative evaluation; no fixed mix targeting; consultants may be retained from time to time .
- Committee attestation: Report affirms review of CD&A and recommendation to include it in 2024 10-K and 2025 proxy .
Investment Implications
- Alignment and retention: 2024 introduction of 50/50 time/performance RSUs with 5-year vesting and layered options maturing through 2033 strengthens retention; absence of employment/CIC protections reduces cash parachute risk but could raise voluntary exit risk in strategic scenarios .
- Pay-for-performance transparency: Discretionary bonuses and non-linked CAP to TSR/net income reduce metric rigor; performance RSUs await target-setting and disclosure, limiting near-term visibility into incentive calibration .
- Trading signals: 2024 showed no exercises or vesting for NEOs; Pearson holds 76,250 exercisable options with expirations 2027–2033—monitor for 10b5-1 plans, option exercises around expirations, and performance RSU vest confirmations as potential supply catalysts .
- Governance context: CEO/Chair concentration without a Lead Independent Director underscores importance of independent committees; Pearson’s board role is non-independent, but he is not on key committees, mitigating direct compensation/governance conflicts .