John E. Chapoton
About John E. Chapoton
Independent director at Saul Centers, Inc. (BFS); age 88; director since October 2002. Prior roles include Partner at Brown Investment Advisory (since 2001), Partner at Vinson & Elkins LLP (1984–2000), and Assistant Secretary of the Treasury for Tax Policy (1981–1984). The Board has determined he is independent under NYSE listing standards; all directors met at least 75% attendance in 2024 across Board and committee meetings. Core credentials: investment, legal, and public policy experience, with prior public company board service (former director of StanCorp Financial Group).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Assistant Secretary for Tax Policy | 1981–1984 | Tax policy leadership and public policy experience |
| Vinson & Elkins LLP | Partner | 1984–2000 | Legal expertise; corporate and transactional background |
| Brown Investment Advisory | Partner | 2001–present | Investment experience; governance perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StanCorp Financial Group, Inc. | Director (former) | Not disclosed | Public company board experience |
| Brown Investment Advisory | Partner | 2001–present | Investment leadership |
Board Governance
- Independence: The Board determined Chapoton is independent under NYSE standards; majority of BFS directors are independent.
- Committees: Not listed as a member of Audit (Caraci, Clancy, Platts; Clancy Chair), Compensation (Caraci, Platts; Platts Chair), or Nominating & Corporate Governance (Caraci, Platts; Platts Chair).
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all 12 directors attended the 2024 annual meeting.
- Leadership structure: Combined Chair/CEO (B. Francis Saul II); no Lead Independent Director; independent-only executive sessions held (one executive session and one independent director meeting in 2024).
- Say-on-Pay context: 2023 advisory vote approval ~94.8%, signaling broad investor support for compensation approach.
Fixed Compensation
| Year | Cash Retainer | Committee Fees (Audit member/chair) | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $65,000 | $0 (not listed on Audit Committee; member fee $10,000; chair $15,000 policy) | $0 (not disclosed) | $65,000 |
Notes: Non-employee directors receive an annual cash retainer of $65,000; Audit Committee members receive $10,000 and chair $15,000 annually (paid quarterly).
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics | Change-in-Control Terms |
|---|---|---|---|---|---|---|
| Restricted Common Stock (Annual Award) | May 20, 2024 | 2,000 | $69,252 (at $37.44/share) | Equal annual installments over 3 years, subject to continued service | None for directors (time-vested; performance metrics apply to officer awards only) | Becomes fully vested upon consummation of a Change in Control |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| StanCorp Financial Group, Inc. | Public company | Former Director | No current interlocks disclosed at BFS; compensation committee interlocks exist at Chevy Chase Trust Company but do not involve Chapoton. |
Expertise & Qualifications
- Investment, legal, and public policy expertise from senior roles at Brown Investment Advisory, Vinson & Elkins LLP, and the U.S. Treasury.
- Public company governance experience (former director at StanCorp Financial Group).
- Long-tenured BFS director since 2002, providing continuity and institutional knowledge.
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock + exercisable options within 60 days) | 58,652 shares | Includes 22,500 options currently exercisable |
| Options (exercisable) | 22,500 shares | Director option awards vest immediately upon grant (general policy) |
| Deferred Fee Share Account Balance (Directors Plan) | 26,486 shares (as of Mar 1, 2025) | Shares credited during 2024/25: 3,265 |
| Ownership as % of outstanding shares | ~0.24% (58,652 / 24,200,795) | Outstanding shares as of record date Feb 28, 2025: 24,200,795 ; table denotes “<1%” |
| Pledging/Hedging | Hedging/short sales prohibited by policy; pledging not disclosed | Company insider trading policy prohibits short sales and hedging; policy disclosed in 2024 Form 10-K exhibit |
Governance Assessment
- Alignment: Mix of cash ($65k) and equity ($69k grant) suggests balanced pay with equity-linked alignment; ongoing deferral into share accounts increases long-term exposure.
- Independence & Engagement: Independent status affirmed; Board/committee attendance threshold met; however, Chapoton is not on standing committees (Audit/Comp/Nominating), limiting direct committee-level oversight influence.
- Tenure: Long tenure (since 2002) can provide valuable continuity but may draw investor scrutiny regarding refreshment and independence over time.
- Board structure signals: No Lead Independent Director and concentrated control by the Saul Organization (CEO beneficially owns 46.5% and insiders ~50.2%), which may heighten expectations on independent directors’ challenge function.
- Conflicts/related-party exposure: Extensive related-party arrangements with the Saul Organization (shared services, HQ lease, insurance commissions) are annually reviewed/approved by the independent Audit Committee; no Chapoton-specific related-party transactions disclosed.
RED FLAGS to monitor: Lack of Lead Independent Director ; significant insider ownership concentration ; pervasive related-party transactions with the Saul Organization requiring robust independent oversight . Chapoton’s absence from core committees (Audit/Comp/NomGov) reduces his direct role in mitigating these risks; nonetheless, his independence and experience add credibility at the full Board level.
Confidence signals: Strong say-on-pay support (94.8% in 2023) ; standardized director equity vesting over three years with clear CIC treatment ; formal recoupment policy and insider trading controls (prohibit hedging/short sales).