Joel A. Friedman
About Joel A. Friedman
Executive Vice President – Chief Accounting Officer and Treasurer at Saul Centers (BFS). Age 67. He has led the Company’s accounting function since 2009, adding Treasurer responsibilities in 2021 and being elevated to EVP in January 2024. He concurrently serves as Executive Vice President and Chief Financial Officer of ASB Capital Management, LLC and Chevy Chase Trust Company (since March 2024), and previously served as CFO of both from September 2009 to February 2024; earlier, he held accounting roles at Chevy Chase Bank (1983–2009), culminating as Senior Vice President and Controller .
The proxy details compensation structures and policies but does not include Mr. Friedman among named executive officers; therefore, individual pay amounts, equity grants, and ownership for Mr. Friedman are not disclosed in the Summary Compensation and ownership tables .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saul Centers, Inc. | EVP – Chief Accounting Officer & Treasurer | Jan 2024 – present | Oversees Company accounting and treasury; senior leadership role across finance function |
| Saul Centers, Inc. | SVP – Chief Accounting Officer & Treasurer | Apr 2021 – Dec 2023 | Led accounting; assumed corporate treasury duties |
| Saul Centers, Inc. | SVP – Chief Accounting Officer | Sep 2009 – Mar 2021 | Company’s principal accounting officer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ASB Capital Management, LLC | Executive Vice President & Chief Financial Officer | Mar 2024 – present | Senior finance leadership at affiliate asset manager |
| Chevy Chase Trust Company | Executive Vice President & Chief Financial Officer | Mar 2024 – present | Senior finance leadership at trust company affiliate |
| ASB Capital Management, LLC | Chief Financial Officer | Sep 2009 – Feb 2024 | Led finance for affiliate asset manager |
| Chevy Chase Trust Company | Chief Financial Officer | Sep 2009 – Feb 2024 | Led finance for trust company affiliate |
| Chevy Chase Bank, F.S.B. | Various accounting roles; SVP & Controller (chief accounting officer) | 1983 – 2009 | Progressively senior accounting leadership at regional bank |
Fixed Compensation
- Salary setting: The Compensation Committee determines executive base salaries annually effective May 1; CEO and NEO examples are disclosed, but Mr. Friedman’s individual salary is not reported because he was not a named executive officer .
- Annual cash bonus: Bonuses are set each December, typically as a percentage of base salary, based on CEO recommendation and subjective factors rather than pre-set targets; in Dec 2024 the Committee approved bonuses at either 15% or 20% of base salary for NEOs (policy applicable to executives generally; Mr. Friedman’s specific bonus not disclosed) .
| 2024 Bonus Policy (illustrative outcomes for NEOs) | Base Salary ($) | Bonus ($) | Bonus as % of Base |
|---|---|---|---|
| Chairman & CEO | 125,000 | 25,000 | 20% |
| President & COO | 1,000,000 | 150,000 | 15% |
| SVP – Chief Acquisitions & Development | 512,500 | 76,875 | 15% |
| SVP – CFO | 530,000 | 79,500 | 15% |
| SVP – Retail Leasing | 500,000 | 75,000 | 15% |
Performance Compensation
- Long-term equity (officer awards): Restricted stock awards are split equally between time-vested and performance-based components. Time-vested RSUs vest in equal annual installments over 5 years; performance-based RSUs vest on the 5th anniversary, with performance measured by actual annual Funds From Operations (FFO) versus a Board-set FFO target. Payout scales from 50% to 150% of granted shares for 90% to 110% of target, with a 90% threshold required for vesting. Accounting grant for performance awards occurs when targets are set .
| Incentive Type | Metric | Weighting | Target | Actual | Payout Scale | Vesting |
|---|---|---|---|---|---|---|
| Time-vested RSUs | Service | 50% of award | N/A | N/A | N/A | Vest annually over 5 years |
| Performance-based RSUs | Annual FFO vs Board target | 50% of award | Board-set annual FFO | Not disclosed | 50% payout at 90% of target; 150% at 110% of target; 0% below 90% | Cliff vest at 5th anniversary |
| Stock Options (legacy) | Service | N/A (existing holdings) | N/A | N/A | N/A | Executive options vest 25% on each of first 4 anniversaries |
- 2024 vesting/exercises signal: No stock options were exercised and no restricted stock vested for NEOs in 2024, pointing to limited forced selling from vesting among disclosed executives; Mr. Friedman’s individual activity is not disclosed .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (Mr. Friedman) | Not itemized in the 2025 beneficial ownership table (table lists directors and NEOs) |
| Executive stock ownership guidelines | None prescribed by the Board for executive officers |
| Hedging/short sales | Prohibited for all employees, including officers; policy filed as Exhibit 19.1 to the 2024 Form 10-K |
| Pledging | No explicit pledging prohibition disclosed in the proxy; not discussed |
| Clawback | SEC/NYSE-aligned clawback adopted in 2023; 2024 Plan enables additional recoupment for intentional misconduct/gross negligence linked to a restatement |
Employment Terms
| Provision | Details |
|---|---|
| Employment/Severance Agreements | The Company does not have employment or severance agreements with any executive officers (includes NEOs and applies company-wide to executives) |
| Change-in-Control | No predetermined termination or change-in-control compensation plan in place for executive officers |
| Salary/Bonus Timing | Base salary set effective May 1 annually; bonuses determined each December based on subjective factors |
| Retirement/Deferred Compensation | Executives are eligible for the B. F. Saul Company 401(k) and Supplemental Executive Retirement Plan (SERP); SERP earnings credited using a formula tied to the U.S. Corporate High Yield Bond Index yield-to-worst; detailed balances disclosed for NEOs, not for Mr. Friedman |
| Insider Trading Policy | Insider trading policy governs transactions; prohibits short sales and hedging |
Investment Implications
- Pay-for-performance calibration: The shift to restricted stock for officers with a 50/50 split between time-based and FFO-based performance stock directly links realized equity to cash-flow performance and promotes multi-year retention via 5-year vesting, but annual cash bonuses remain discretionary without formulaic targets, diluting short-term pay-for-performance precision .
- Alignment and trading behavior: Absence of executive ownership guidelines reduces formal “skin-in-the-game” requirements, but prohibitions on hedging and short sales plus a 2023-compliant clawback policy mitigate misalignment and inappropriate risk-taking; no explicit pledging prohibition is disclosed, which investors often view as a potential red flag if present .
- Retention and parachute risk: With no employment or severance agreements and no predetermined change-in-control plan for executives, guaranteed exit economics are limited—supportive of shareholder interests—but could elevate retention risk for key finance talent during strategic transitions; equity vesting structures partially offset this via multi-year incentives .
- Near-term insider selling pressure: Among disclosed executives, no option exercises and no restricted stock vesting occurred in 2024, reducing near-term selling pressure signals; Mr. Friedman’s individual transactions were not reported in the proxy, limiting visibility into his personal liquidity cadence .
- Disclosure limits: Mr. Friedman was not a named executive officer, so individual salary, bonus, equity grants, and share ownership are not disclosed—reducing granularity for monitoring his personal incentive mix and ownership alignment relative to peers .