George P. Clancy, Jr.
About George P. Clancy, Jr.
George P. Clancy, Jr. (age 81) has served as an independent director of Saul Centers, Inc. (BFS) since March 2012; he is the Audit Committee Chair and is designated an “audit committee financial expert.” He is a retired Executive Vice President and Mid-Atlantic Region Market President of Chevy Chase Bank, and previously served as President & COO of Riggs National Corporation and President & CEO of Signet Bank, N.A. . The Board has affirmatively determined Mr. Clancy is independent under NYSE standards and the Company’s Articles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevy Chase Bank (a division of Capital One, N.A.) | Executive Vice President; Mid-Atlantic Region Market President | Not disclosed; retired | Senior banking leadership; regional market oversight |
| Riggs National Corporation | President & Chief Operating Officer | Not disclosed | Top executive leadership of a banking institution |
| Signet Bank, N.A. | President & Chief Executive Officer | Not disclosed | CEO leadership; bank operations and strategy |
| WGL Holdings, Inc. | Director; Audit Committee Chair | Until July 2018 | Chaired Audit Committee at a public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASB Capital Management, LLC | Director; Audit Committee member | Current | Audit oversight at an affiliate organization |
| Chevy Chase Trust Company | Director; Audit Committee member | Current | Audit oversight at an affiliate trust company |
| Mary and Daniel Loughran Foundation | Director | Current | Philanthropic governance |
| Archdiocese of Washington | Finance Council member | Current | Financial advisory role |
Board Governance
- Independence: The Board determined Clancy is independent; seven of twelve directors are independent .
- Committee assignments: Audit Committee Chair; members are Messrs. Caraci, Clancy, and Platts; Clancy and Platts are “audit committee financial experts” .
- Attendance: Board met five times in 2024; all directors serving attended at least 75% of Board and committee meetings; Audit Committee met seven times .
- Leadership structure: BFS combines Chair/CEO roles and does not have a Lead Independent Director; independent committees meet and hold executive sessions (one executive session and one independent director meeting in 2024) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Non-employee director annual retainer |
| Audit Committee Chair retainer | $15,000 | Chair supplemental cash retainer |
| Fees earned/pd in cash (2024) | $80,000 | Actual reported cash fees for 2024 |
| Restricted stock award (2024) | $69,252 | 2,000 shares granted May 20, 2024 at $37.44/share; grant-date fair value under ASC 718 |
| Total director compensation (2024) | $149,252 | Sum of cash and equity for 2024 |
| Equity grant cadence | Annual award after annual meeting | Annual award of 2,000 restricted shares to each continuing non-employee director |
- Director equity vesting: Annual Awards vest in three equal annual installments; fully vest upon change in control .
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Shares (Annual Award) | May 20, 2024 | 2,000 | $69,252 | Time-based; 1/3 per year over 3 years; accelerated on change-in-control | None disclosed for directors (Annual Awards are time-based; no performance conditions) |
Note: BFS does not disclose performance metrics tied to director compensation; Annual director grants are time-vested and not subject to performance conditions .
Other Directorships & Interlocks
| Entity | Type | Interlock/Relationship | Potential Governance Implication |
|---|---|---|---|
| ASB Capital Management, LLC | Affiliate organization | Clancy serves on board and Audit Committee | Information flow with affiliates; audit oversight experience |
| Chevy Chase Trust Company | Affiliate trust company | Clancy serves on board and Audit Committee | Similar affiliate interlock; audit oversight experience |
| WGL Holdings, Inc. | Public company (prior) | Former director and Audit Chair (through July 2018) | Public company audit leadership credentials |
- Compensation committee interlocks at affiliates: The proxy notes compensation committee service by other BFS insiders at Chevy Chase Trust Company (not Clancy), illustrating broader affiliate ties .
Expertise & Qualifications
- Banking and finance expertise; former EVP and regional president (Chevy Chase Bank), prior CEO/COO roles at Riggs and Signet .
- Public company audit leadership; former Audit Committee Chair at WGL Holdings .
- Designated BFS “audit committee financial expert” (alongside Platts) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (Common Stock & derivatives) | 38,246 shares; includes 22,500 options currently exercisable |
| Percent of class | <1% (“*” per proxy) |
| Options – exercisable | 22,500; director options vest immediately upon grant |
| Directors Plan – deferred share account balance (Mar 1, 2024) | 4,508 shares |
| Shares credited to deferred account (2024/25 period) | 2,404 shares |
| Shares issued under Directors Plan during period | 2,278 shares |
| Directors Plan – balance (Mar 1, 2025) | 4,634 shares |
Governance Assessment
- Strengths:
- Independent Audit Committee Chair with “financial expert” designation; committee met seven times in 2024 .
- High engagement baseline (≥75% attendance for all directors serving) and formal governance structures/charters in place .
- Prohibition on hedging and short sales applies to directors, supporting alignment .
- Watch items / potential conflicts:
- Multiple related-party arrangements with the Saul Organization (shared services $11.4M; headquarters sublease $847,600; insurance commissions $449,300) are reviewed/approved annually by the independent Audit Committee—placing heightened importance on the Audit Chair’s independence and rigor .
- No Lead Independent Director, with combined Chair/CEO role; reliance on executive sessions and committee independence to provide oversight .
- Affiliate interlocks (e.g., Clancy’s audit roles at ASB Capital Management and Chevy Chase Trust Company) can create information flows; while not necessarily conflicts, they warrant monitoring given the Company’s affiliate ecosystem .
RED FLAGS to monitor:
- Scope and pricing of shared services and related-party transactions with affiliates; ensure continued independent audit review and third-party benchmarks where feasible .
- Board leadership structure without a Lead Independent Director amid concentrated ownership and family ties in the broader organization .
Appendix: Director Compensation Policy Highlights
- Non-employee directors: $65,000 annual cash retainer .
- Audit Committee: Members $10,000; Chair $15,000 annual cash retainer .
- Annual equity grant: 2,000 restricted shares following each annual meeting; three-year ratable vesting; full vesting upon change-in-control .
- Deferred Compensation and Stock Plan: directors may elect cash/share deferrals; share units credited quarterly based on closing price; shares issued upon distribution .
Say-on-Pay & Shareholder Feedback (context)
- 2023 advisory vote on executive compensation received ~94.8% support; triennial cadence adopted in 2023 .
Insider Transactions – Directors Plan Movements (Clancy)
| Period | Shares Credited | Shares Issued | Ending Balance |
|---|---|---|---|
| Mar 1, 2024 to Mar 1, 2025 | 2,404 | 2,278 | 4,634 |