H. Gregory Platts
About H. Gregory Platts
Independent director since March 2012; age 77. Retired Senior Vice President and Treasurer of the National Geographic Society (1991–2011), responsible for investment and banking activities; previously a trust investment officer at First American Bank (1972–1978). Designated “audit committee financial expert” and determined independent under NYSE standards and the Company’s Articles. Currently chairs the Compensation Committee and the Nominating & Corporate Governance Committee, and serves on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Geographic Society | Senior Vice President & Treasurer | 1991–2011 | Led investment and banking activities (finance leadership) |
| First American Bank (Washington, D.C.) | Trust Investment Officer | 1972–1978 | Institutional investment management |
| Washington Society of Investment Analysts | Director & President | Not disclosed | Professional community leadership in investment analysis |
| American Red Cross Blood Services (Mid-Atlantic) | Chairman | Not disclosed | Governance and operational oversight in non-profit sector |
| Decatur House (National Trust property) | Emeritus Board Member | Not disclosed | Historic preservation governance |
External Roles
| Organization | Role | Committee Positions / Notes |
|---|---|---|
| B. F. Saul Real Estate Investment Trust | Board Member | Governance oversight |
| ASB Capital Management, LLC | Board Member; Audit Committee Chair | Financial oversight and audit leadership |
| Chevy Chase Trust Company | Board Member; Audit Committee Chair; Member of Compensation Committee | Compensation committee interlock with B. Francis Saul II (Chairman) and Patricia Saul Lotuff (Vice Chairman) |
| Center for the Study of the Presidency and Congress | Board Member | Policy-focused governance |
| Walter A. Bloedorn Foundation | Board Member | Non-profit governance |
| Washington National Monument Society | Board Member | Civic governance |
| Hattie M. Strong Foundation | Board Member | Education-focused governance |
Board Governance
- Independence: The Board determined Platts is independent under NYSE standards and the Company’s Articles. Seven of twelve directors are independent.
- Committee assignments: Audit Committee member (Audit met 7 times in 2024; Platts and Clancy are “audit committee financial experts”), Chair of Nominating & Corporate Governance (met once in 2024), Chair of Compensation Committee (met three times in 2024).
- Attendance and engagement: The Board met five times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; one executive session and one independent director meeting held in 2024.
- Leadership structure: Combined Chair/CEO (B. Francis Saul II); no Lead Independent Director; independent committees have authority to retain advisors and hold executive sessions.
Fixed Compensation
| Component | Policy Amount | 2024 Actual (Platts) |
|---|---|---|
| Annual cash retainer (Board) | $65,000 per non-employee director (paid quarterly) | $75,000 (includes Audit Committee participation fee) |
| Audit Committee member retainer | $10,000; Chair receives $15,000 | Included in the $75,000 total |
| Meeting fees | Not disclosed | Not disclosed |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Policy in place |
Notes: The proxy discloses specific cash retainers for Audit Committee roles; no additional cash retainers are disclosed for chairing the Compensation or Nominating & Corporate Governance Committees.
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Acceleration |
|---|---|---|---|---|---|
| Annual restricted stock (directors) | May 20, 2024 | 2,000 | $69,252 (at $37.44/share) | Vests in 3 equal annual installments over 3 years (service-based) | Full vesting upon Change in Control |
| Annual restricted stock (directors) | May 9, 2025 | 2,000 | Not disclosed in proxy; Form 4 filed May 13, 2025 | Vests per director policy (service-based) | Reported as “Stock Award (Grant)” on Form 4 |
- Performance metrics: None disclosed for director equity; Annual Awards are service-based (no revenue/EBITDA/TSR performance targets for directors).
Other Directorships & Interlocks
- Compensation Committee interlock: Platts serves on the Compensation Committee of Chevy Chase Trust Company alongside B. Francis Saul II (Chairman) and Patricia Saul Lotuff (Vice Chairman). This is a governance interlock across affiliated entities.
- Affiliated boards: Platts chairs audit committees at ASB Capital Management and Chevy Chase Trust, both affiliated with the Saul Organization.
Expertise & Qualifications
- Finance and investment leadership: 31-year tenure at National Geographic culminating as SVP & Treasurer overseeing investment and banking functions.
- Audit expertise: Designated “audit committee financial expert” (Exchange Act definition).
- Governance leadership: Chairs two key Board committees (Compensation; Nominating & Corporate Governance).
- Broader civic and non-profit governance experience (multiple boards), enhancing stakeholder perspective.
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| H. Gregory Platts | 27,400 shares | <1% | Includes 22,500 shares subject to currently exercisable options |
Additional alignment disclosures:
- Deferred director fee shares: Platts had no shares credited/issued in the Directors’ Deferred Compensation Plan during the March 1, 2024–March 1, 2025 period (no balance shown).
- Hedging/short sale prohibition: Company prohibits short sales and hedging by employees and directors.
- Ownership guidelines: No director-specific ownership guidelines disclosed; directors may elect fee deferrals into share accounts under the Directors Plan.
Insider Trades
| Date | Type | Shares | Price | Form |
|---|---|---|---|---|
| May 9, 2025 | Stock Award (Grant) | 2,000 | $0 (equity grant) | Form 4 filed May 13, 2025 |
Reference aggregator: Yahoo Finance also shows “Stock Award(Grant)” for May 9, 2025.
Governance Assessment
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Strengths:
- Independent director with deep finance/investment credentials; designated audit financial expert.
- High engagement: Board and committees met regularly; Platts chairs two governance-critical committees (Compensation; Nominating).
- Director pay structure blends cash retainer with multi-year equity vesting, supporting alignment; hedging prohibited.
- Prior say-on-pay support (94.8% in 2023) suggests broad investor acceptance of compensation framework.
-
Red flags / risk indicators:
- Interlocks across affiliated entities: Platts serves on Chevy Chase Trust’s Compensation Committee with the Company’s CEO/Chair and Vice Chair (affiliated Saul Organization), creating potential conflicts in compensation philosophy/information flows.
- Concentrated control: Officers and directors can vote ~47.2% of common shares; CEO beneficially owns 46.5%—raises minority shareholder influence concerns; no Lead Independent Director.
- Extensive related-party transactions and shared services with the Saul Organization (e.g., $11.4M shared services; HQ sublease; insurance commissions), though subject to annual Audit Committee approval.
- Family ties on the Board (Chair/CEO’s children and granddaughter), increasing the importance of robust independent committee oversight; Platts’ roles on key committees partly mitigate but also sit amid interlocks.
-
Net view: Platts brings material finance and governance expertise and leads independent oversight on compensation and nominations; however, interlocks and the Company’s highly affiliated governance ecosystem warrant continued monitoring of independent decision-making integrity and minority shareholder protections.
Fixed Compensation (Detail Table)
| Metric | 2024 |
|---|---|
| Cash fees | $75,000 (Board + Audit Committee participation) |
| Equity grant | $69,252 (2,000 shares @ $37.44; granted May 20, 2024) |
| Total | $144,252 |
Performance Compensation (Director Equity Terms)
| Term | Details |
|---|---|
| Annual Award | 2,000 restricted shares to each continuing non-employee director after annual meeting; prorated for mid-year appointments |
| Vesting | Service-based vesting in equal annual installments on each of the three anniversaries of grant |
| Change-in-control | Accelerated full vesting upon consummation of a Change in Control |
| 2025 Award Date | Annual meeting held May 9, 2025; Form 4 discloses grant |
Other Directorships & Interlocks (Summary Table)
| Entity | Relationship to Saul Centers | Interlock Risk |
|---|---|---|
| Chevy Chase Trust Company | Affiliated; Platts on Board and Compensation Committee with CEO/Chair and Vice Chair | Compensation policy/information flow interlock |
| ASB Capital Management, LLC | Affiliated; Platts chairs Audit Committee | Affiliated oversight role |
| B. F. Saul Real Estate Investment Trust | Affiliated Board | Affiliated oversight role |
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 27,400 shares (<1% of outstanding) |
| Options exercisable | 22,500 shares included in beneficial total |
| Deferred fee shares | None (no credits/issuances for Platts in 2024/25) |
| Pledging | Not disclosed |
| Hedging policy | Company prohibits hedging and short sales for directors and employees |
Governance Notes
- Board and committees operate under published charters and guidelines; independent committees composed solely of independent directors; ability to retain independent advisors.
- Executive sessions held; in 2024 there was one executive session and one independent director meeting.
- Related-party transactions reviewed/approved by independent Audit Committee; includes shared services ($11.4M), HQ sublease rent ($847,600), and insurance agency commissions (~$449,300).
- Clawback policy adopted in 2023 per SEC/NYSE rules (executive officers); insider trading policy prohibits hedging/short sales.
Overall investor-confidence signal: Strong independent committee leadership by Platts and formal governance structures are positives; nonetheless, high insider control, absence of a Lead Independent Director, and cross-entity interlocks elevate conflict risk, making committee rigor and transparency critical ongoing watch items.