John F. Collich
About John F. Collich
John F. Collich, age 65, is Senior Vice President – Chief Acquisitions and Development Officer at Saul Centers, Inc. (BFS), a role he has held since May 2019 after serving as SVP – Acquisitions and Development (2011–2019), SVP – Retail Development (2000–2011), and VP – Retail Development (1993–2000); he was also appointed Vice President of B. F. Saul Company and B. F. Saul Property Company in 1993 . BFS’s disclosed performance context during his recent tenure shows cumulative total shareholder return (TSR) on a $100 investment moving from $63.94 (2020) to $98.23 (2024), with net income of $50.3 million (2020) to $67.7 million (2024), while management emphasizes compensation is not directly linked to TSR or net income . He is a named executive officer (NEO) with compensation determined by the Compensation Committee using subjective assessments informed by the CEO’s recommendations rather than formulaic targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saul Centers, Inc. | SVP – Chief Acquisitions & Development Officer | 2019–present | Leads acquisitions and development strategy and execution across BFS’s portfolio . |
| Saul Centers, Inc. | SVP – Acquisitions & Development | 2011–2019 | Responsible for sourcing and advancing development/acquisition projects . |
| Saul Centers, Inc. | SVP – Retail Development | 2000–2011 | Oversaw retail-focused development initiatives . |
| Saul Centers, Inc. | VP – Retail Development | 1993–2000 | Early leadership in retail development within BFS . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B. F. Saul Company | Vice President | 1993–present | Executive role at affiliated Saul Organization entities supporting BFS’s shared-services operating model . |
| B. F. Saul Property Company | Vice President | 1993–present | Executive role coordinating property-related functions across affiliates . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (as set beginning May 1 of year) | $484,000 | $500,000 | $512,500 |
| Bonus (approved in December of year) | $72,600 | $75,000 | $76,875 |
Notes:
- Bonuses are discretionary (15–20% of base salary), based on subjective evaluation and CEO recommendations rather than pre-set performance targets .
Performance Compensation
Equity Awards Structure and 2024 Grants
| Type | Metric | Weighting | Target | Actual | Payout Range | Vesting | 2024 Award Details |
|---|---|---|---|---|---|---|---|
| Time-vested RS | Service | n/a | n/a | n/a | n/a | 20% annually over 5 years | Part of 2,100 total RS shares granted in 2024 (split equally between time and performance) . |
| Performance RS | Funds From Operations (FFO) vs Board target | n/a | Company annual FFO target | Not disclosed | 50%–150% of shares granted if actual FFO scales from 90%–110% of target; minimum 90% required to vest | 100% at 5th anniversary | 2,100 RS granted; performance adjustment up to +150 shares; estimated fair value $67,964; 900 additional performance RS authorized for future grant when target set . |
| Stock Options | n/a | n/a | n/a | n/a | n/a | 25% annually over 4 years | No options granted in 2024; option awards were granted in prior years and continue to vest per schedule . |
Outstanding options (as of 12/31/2024):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 5/8/2015 | 20,000 | — | $51.07 | 5/7/2025 |
| 5/6/2016 | 20,000 | — | $57.74 | 5/5/2026 |
| 5/5/2017 | 20,000 | — | $59.41 | 5/4/2027 |
| 5/11/2018 | 20,000 | — | $49.46 | 5/10/2028 |
| 5/3/2019 | 20,000 | — | $55.71 | 5/2/2029 |
| 4/24/2020 | 20,000 | — | $50.00 | 4/23/2030 |
| 5/7/2021 | 15,000 | 5,000 | $43.89 | 5/6/2031 |
| 5/13/2022 | 10,000 | 10,000 | $47.90 | 5/12/2032 |
| 5/12/2023 | 5,000 | 15,000 | $33.79 | 5/11/2033 |
Additional notes:
- No options were exercised and no restricted stock vested in 2024, indicating minimal mechanical selling pressure in that year .
- Executive option awards vest 25% on each of the first four anniversaries of the grant date; director options vest immediately upon grant (not applicable to Collich) .
Equity Ownership & Alignment
| Ownership Measure (as of 2/28/2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 199,307 shares; <1% of class | Includes 2,667 shares owned by spouse (disclaimed) and 150,000 options currently exercisable; excludes preferred depositary shares . |
| Options – Exercisable | 150,000 shares | Included in beneficial ownership per SEC rules . |
| Options – Unexercisable | 30,000 shares (5k from 2021; 10k from 2022; 15k from 2023) | Vests 25% annually over four years . |
| Unvested RS (Granted 2024) | 2,250 shares (incl. performance adj.) | Fair value $67,964 . |
| RS authorized but not yet granted (2024 award) | 900 shares | To be granted upon target setting . |
| Stock ownership guidelines (executives) | None prescribed | Board does not require executive ownership minimums . |
| Pledging | No pledging disclosed for Collich; Saul Organization affiliates have pledged substantial common shares and partnership units to secure financing (historical S-3) . |
Employment Terms
- Employment and severance: BFS does not have employment or severance agreements with its executive officers; there is no predetermined termination or change-of-control compensation plan for NEOs .
- Clawback: Incentive-based compensation recoupment policy adopted in 2023 per SEC/NYSE rules; recovery mandated for erroneously paid performance-based incentive compensation upon qualifying restatement; plan-level misconduct clawback authority also applies .
- Insider trading controls: Company policy prohibits short sales and hedging for all employees and directors; all transactions by covered persons require pre-clearance; Section 16 insiders must make timely SEC filings; Rule 10b5-1 trading plans require CFO pre-approval, cooling-off periods, and closed windows around quarterly results for Section 16 insiders .
Compensation & Incentives Detail
Summary Compensation (disclosed amounts)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $479,583 | $494,461 | $509,927 |
| Bonus | $72,600 | $75,000 | $76,875 |
| Restricted Stock Awards | — | — | $67,964 |
| Option Awards | $153,200 | $121,200 | — |
| Nonqualified Deferred Comp Earnings | $37,178 | $46,224 | $46,226 |
| All Other Compensation | $47,687 | $48,724 | $62,181 |
| Total | $790,248 | $785,609 | $763,173 |
Breakdown of “All Other Compensation” (FY 2024):
| Item | Amount |
|---|---|
| Tax-Qualified Plan Contribution | $20,700 |
| SERP Contribution | $14,403 |
| Auto Allowance | $12,600 |
| Group Term Life Insurance | $14,478 |
| Total | $62,181 |
SERP and Deferred Compensation (FY 2024):
| Item | Amount |
|---|---|
| Executive Contributions | $4,801 |
| Company Contributions | $14,403 |
| 2024 Earnings | $46,226 |
| Aggregate Balance (12/31/2024) | $650,063 |
Shared Services Reimbursement:
- Approximately 54% (2024), 50% (2023), and 51% (2022) of Collich’s cash compensation related to services to affiliates, reimbursed under BFS’s shared services agreement .
Performance Compensation Mechanics (payouts and vesting)
| Metric | Weighting | Target | Payout | Vesting |
|---|---|---|---|---|
| FFO vs Board target (Performance RS) | Not disclosed | Annual Company FFO target | 50%–150% of shares granted if actual FFO is 90%–110% of target; 90% minimum to vest | 100% at 5th anniversary of grant |
| Service (Time-vested RS) | n/a | n/a | n/a | 20% per year over 5 years |
| Stock options | n/a | n/a | n/a | 25% per year over 4 years |
Say-on-Pay & Shareholder Feedback
- Frequency: Stockholders recommended and the Board adopted a triennial say-on-pay vote in 2023 .
- Support: 94.8% approval in the May 2023 advisory vote on executive compensation .
Investment Implications
- Pay-for-performance alignment: Bonuses are discretionary and not tied to pre-set metrics; equity moved from options-heavy awards in prior years to 2024 restricted stock split between time-based and FFO-linked performance shares, modestly increasing performance linkage at the RSU/PSU level .
- Ownership alignment: Collich’s direct beneficial ownership is <1% of outstanding shares, with significant option exposure (150k exercisable; 30k unexercisable) and unvested RS; BFS does not require executive stock ownership, which weakens formal alignment incentives versus peers with guidelines .
- Vesting/selling pressure: Time-based RS will vest annually over five years from 2024 grants, and options from 2021–2023 continue to vest each anniversary; while 2024 had no vesting, ongoing vesting cycles plus pre-clearance and 10b5-1 plan constraints shape trading windows rather than force sales, reducing unplanned selling pressure risk .
- Contract and severance risk: Absence of employment/severance agreements and change-of-control cash arrangements reduces guaranteed exit payouts and may be shareholder-friendly, but provides limited retention assurances based on contractual protections; clawback policy adds downside accountability on performance-based awards .
- Governance/context: High say-on-pay support (94.8%) and explicit prohibition on hedging/short sales, combined with pre-clearance trading oversight, indicate shareholder-aligned governance controls; however, affiliate reimbursement of a large share of Collich’s cash compensation highlights time allocation across the Saul Organization, a structural dynamic to monitor for focus and potential conflicts via shared services arrangements approved by independent directors .