Earl A. Powell III
About Earl A. Powell III
Independent director of Saul Centers, Inc. (BFS); age 81; director since March 2018. Background includes Director Emeritus of the National Gallery of Art (since March 2019) following service as Director (1992–2019), earlier roles at the National Gallery of Art, Los Angeles County Museum of Art, University of Texas, and service as an officer in the U.S. Navy (1966–1969). Core credentials: leadership, management, and governance expertise; currently chairs the U.S. Commission of Fine Arts and serves on multiple cultural boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Gallery of Art | Director Emeritus | Mar 2019–present | Governance continuity; museum leadership |
| National Gallery of Art | Director | 1992–2019 | Led national institution; strategic oversight |
| National Gallery of Art | Curator | 1976–1980 | Collections and programming experience |
| Los Angeles County Museum of Art | Director | 1980–1992 | Museum executive leadership |
| University of Texas | Assistant Professor of Art History | 1974–1976 | Academic leadership |
| U.S. Navy | Officer | 1966–1969 | Discipline and leadership foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASB Capital Management, LLC | Director | Not disclosed | Saul Organization affiliate; finance oversight |
| Chevy Chase Trust Company | Director | Not disclosed | Saul Organization affiliate; trust and investment oversight |
| U.S. Commission of Fine Arts | Chairman | Current | Federal advisory leadership |
| American Federation of the Arts | Trustee | Current | Non-profit governance |
| Morris & Gwendolyn Cafritz Foundation | Trustee | Current | Philanthropy governance |
| John F. Kennedy Center for the Performing Arts | Trustee | Current | Arts governance |
| Norton Simon Museum | Trustee | Current | Museum governance |
| National Trust for Historic Preservation | Trustee | Current | Preservation governance |
| White House Historical Association | Trustee | Current | Historical governance |
Board Governance
- Independence: The Board determined Powell III is independent under NYSE listing standards and company Articles; majority of BFS directors are independent .
- Committee memberships: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Executive Committees (current members disclosed do not include Powell) .
- Attendance: Board met 5 times in 2024; all directors serving attended at least 75% of Board and committee meetings; one executive session and one independent director meeting in 2024 .
- Board leadership: Combined Chairman/CEO; no lead independent director; committees comprised solely of independent directors; regular executive sessions of non-management directors .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Fees ($) | Total ($) |
|---|---|---|---|
| 2023 | 27,200 | — | 50,283 (incl. equity/options) |
| 2024 | 65,000 | — (Audit Committee fees only for members; Powell not listed) | 134,252 (incl. equity) |
- Policy: Non-employee director annual cash retainer $65,000; Audit Committee members $10,000 and chair $15,000; paid quarterly .
Performance Compensation
| Year | Equity Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| 2023 | Common Stock | May 12, 2023 | 200 | $6,758 | Shares awarded without restriction on grant |
| 2023 | Options | May 12, 2023 | 2,500 | $16,325 | Director options vest immediately |
| 2024 | Restricted Stock (Annual Award) | May 20, 2024 | 2,000 | $69,252 (at $37.44/share) | Equal annual installments over 3 years; accelerates on Change in Control |
| 2025 | Restricted Stock (Annual Award) | May 9, 2025 | Form 4 filed reflecting restricted shares | Not disclosed | Equal annual installments over 3 years (per policy and Form 4) |
- Directors Plan: Powell had no shares credited to deferred fee accounts in 2024/25 period; total balances show “—” for Powell III .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Consideration |
|---|---|---|---|
| ASB Capital Management, LLC | Affiliate (Saul Organization) | Director | Affiliate ties to controlling shareholder; Board still deems Powell independent |
| Chevy Chase Trust Company | Affiliate (Saul Organization) | Director | Compensation Committees at the affiliate include current BFS Chair/insiders (not Powell) |
Expertise & Qualifications
- Leadership and governance across major cultural institutions; federal advisory chairmanship; broad board/trustee experience .
- Finance-related oversight via director roles at ASB Capital Management, LLC and Chevy Chase Trust Company .
- Non-family independent director; complements a board with significant family representation .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially Owned Shares | 16,200 | 18,200 |
| Percent of Class | <1% | <1% |
| Options Currently Exercisable | 15,000 | 15,000 |
- Hedging/Short Sales: Company prohibits hedging and short sales for all employees and directors .
- Pledging: No pledging disclosed for Powell III; none noted in ownership footnotes – –.
Governance Assessment
-
Positives
- Independent status; complements board with strong family presence .
- Consistent attendance (≥75%); Board maintained executive sessions for independent oversight .
- Shift in director equity from options (2023) to time-vested restricted stock (2024 onward), increasing long-term alignment; 2024 grant 2,000 RS shares with 3-year vesting .
- Robust clawback policy adopted in 2023; prohibition on hedging/short sales .
- High say-on-pay support (94.8% in 2023), signaling investor acceptance of compensation practices .
-
Risk Indicators / RED FLAGS
- Combined Chairman/CEO and no lead independent director; potential concentration of power .
- Extensive related-party transactions with Saul Organization (shared services $11.4M in 2024; HQ rent $847,600; insurance commissions $449,300), elevating conflict risk; oversight by independent Audit Committee but no third-party appraisal for shared services .
- Family dominance on board (Chairman, Vice Chair, multiple relatives), potential for influence over governance processes – .
- Affiliate interlocks (Powell is director at ASB Capital Management and Chevy Chase Trust Company, both Saul affiliates); while the board determined independence, these ties warrant monitoring .
-
Director compensation mix & alignment
- 2024 mix roughly balanced: cash $65,000 and equity grant fair value $69,252, with vesting over 3 years—aligns incentives with long-term performance .
- No participation in the Directors Deferred Compensation & Stock Plan in 2024/25 (no deferrals), indicating straightforward pay mix without additional share accruals .
Insider Transactions (reference)
| Date | Type | Shares | Vesting | Source |
|---|---|---|---|---|
| May 17, 2024 | Stock Award (Grant) | Not specified in summary; per policy 2,000 | 3 annual installments | |
| May 9, 2025 | Stock Award (Grant) | Not specified in summary; per policy 2,000 | 3 annual installments |
Note: BFS director equity grants are governed by a policy granting 2,000 restricted shares after each annual meeting, vesting in equal thirds over three years, with full vesting upon Change in Control .