LaSalle D. Leffall III
About LaSalle D. Leffall III
LaSalle D. Leffall III (age 62) has served as an independent director of Saul Centers, Inc. (BFS) since May 2024, bringing finance, governance, leadership, and legal experience from investment banking, private equity, nonprofit real estate, and registered investment company board service . He founded and leads LDL Financial LLC (since 2006), previously served as President & COO of The NHP Foundation (2002–2006), worked in M&A at UBS and Credit Suisse (1996–2002), and practiced M&A law at Cravath, Swaine & Moore (1992–1996) . He joined the BFS board on May 17, 2024 . Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LDL Financial LLC | Founder & Managing Member | Since 2006 | Finance/leadership; principal investing/advisory |
| The NHP Foundation | President & Chief Operating Officer | 2002–2006 | Executive leadership; affordable housing operations |
| UBS; Credit Suisse | Investment banker (M&A divisions) | 1996–2002 | M&A execution |
| Cravath, Swaine & Moore | Attorney (M&A) | 1992–1996 | Transaction counsel (M&A) |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Cabot Properties, Inc. | Private (no asterisk) | Director; Compensation Committee member | Since Jan 2024 | Comp oversight |
| Cabot Properties, Inc. | Private (no asterisk) | Advisory Board member | 2020–Jan 2024 | Strategic advisory |
| MoA Funds | Registered investment company (asterisk indicates public/registered) | Director; Audit Committee member | Since 2011 | Audit oversight |
| Federal Home Loan Bank of Atlanta | Public/regulated (asterisk indicates public/registered) | Director; Chair of Finance; Vice Chair of Audit & Enterprise Risk | 2007–2020 | Finance chair; audit/risk vice chair |
Board Governance
- Independence: The Board determined Mr. Leffall III is independent under NYSE and Company standards .
- Committee assignments: Current BFS committee rosters do not list Mr. Leffall III (Audit: Caraci, Clancy, Platts; Compensation: Caraci, Platts; Nominating & Corporate Governance: Caraci, Platts; Executive: Caraci, B. Francis Saul II) .
- Board meetings and attendance: The Board met five times in 2024; all current directors attended at least 75% of Board and applicable committee meetings. All 12 directors attended the 2024 annual meeting .
- Leadership structure: Chairman/CEO combined; no Lead Independent Director; independent-only executive sessions held (one executive session and one independent director meeting in 2024) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (pro-rated for 2024 service) | $40,625 | Joined May 17, 2024 |
| Standard annual cash retainer (policy) | $65,000 | Non-employee directors; paid quarterly |
| Audit Committee member retainer (policy) | $10,000 | Additional cash if serving; not disclosed for Leffall |
| Audit Committee Chair retainer (policy) | $15,000 | Additional cash for chair; not applicable |
| Deferred fees into shares (Director Plan) | $0 (no balance) | No balance reported for Leffall |
Mix signal: In 2024, cash fees were $40,625 vs. equity grant-date fair value $69,252 (equity-heavy), reflecting partial-year service and standard annual equity grants .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting | Change-of-Control |
|---|---|---|---|---|---|
| Annual Award (restricted shares) | May 20, 2024 | 2,000 | $69,252 (2,000 × $37.44) | 3-year equal annual installments, subject to continued service | Fully vests upon consummation of Change in Control |
- No performance-based metrics are disclosed for director compensation; Annual Awards are time-vested restricted shares for non-employee directors .
Other Directorships & Interlocks
| External Board | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Cabot Properties, Inc. | Director | Compensation Committee | No related-party transactions involving Mr. Leffall disclosed in BFS proxy; related-party arrangements noted involve Saul Organization, not Leffall |
| MoA Funds | Director | Audit Committee | Not linked to BFS counterparties in proxy |
| FHLB Atlanta | Former Director | Finance Chair; Vice Chair Audit & Enterprise Risk | No BFS link disclosed |
Expertise & Qualifications
- Finance leadership and governance, including chair/vice chair roles in finance, audit, and enterprise risk at FHLB Atlanta .
- Legal training and transaction execution in M&A (Cravath; UBS; Credit Suisse) .
- Real estate investment/operations experience (NHP Foundation; LDL Financial; Cabot Properties advisory/board) .
- Registered investment company board and audit oversight (MoA Funds) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| LaSalle D. Leffall III | 2,000 | * (<1%) |
- Director Plan balances: No shares credited/issued for Mr. Leffall under the Directors’ Deferred Compensation and Stock Plan as of March 1, 2025 .
- Pledging/hedging: Company policy prohibits short sales and hedging for all employees and directors; insider trading policy on file (Exhibit 19.1 to 2024 Form 10-K) .
Governance Assessment
- Independence and fresh perspective: Independent since May 2024; brings finance, audit, risk, and legal breadth from diverse institutions .
- Committee influence: Not currently a member of BFS audit/comp/nom gov committees; limits direct committee-channel influence vs. peers on those committees .
- Alignment: Equity grants are time-vested (not performance-based), aligning tenure with ownership but not explicitly with performance outcomes for directors .
- Attendance and engagement: Board met five times; all current directors met ≥75% attendance; all attended the 2024 annual meeting, supporting baseline engagement .
- Structural red flags:
- No Lead Independent Director; combined Chairman/CEO structure may constrain independent board leadership .
- Ownership concentration: B. Francis Saul II beneficially owns 46.5% of common; directors/officers as a group own ~50.2%, which can reduce minority shareholder influence .
- Related-party ecosystem: Extensive shared services and leases with Saul Organization; oversight by independent Audit Committee, but inherent conflict risk persists; none attributed to Mr. Leffall specifically .
- Shareholder signals: 2023 say‑on‑pay approval was strong at ~94.8%, indicating general investor support for compensation policies (executive focus) .
- Risk controls: Prohibition on hedging/short sales enhances alignment; clawback policy applies to executive officers post‑2023 SEC/NYSE rules; no director‑specific clawback disclosed .
Overall: Mr. Leffall’s independent status and deep finance/audit/legal background are positives for board effectiveness. Absence from key committees and the company’s concentrated control/no lead independent director structure temper his individual governance impact on compensation/audit oversight channels .