Mark Sullivan III
About Mark Sullivan III
Independent director of Saul Centers, Inc. (BFS); age 83; currently serving since April 2008, with prior Board service from 1997–2002. Background includes U.S. Executive Director of the European Bank for Reconstruction and Development (2002–Apr 2008), legal roles advising financial institutions, and leadership of a small-business loan securitization entity; chairs the Audit Committee at The Baltic American Freedom Foundation, contributing strong financial and legal expertise to BFS’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| European Bank for Reconstruction and Development | U.S. Executive Director | 2002–April 2008 | Senior policy and financial oversight in multilateral development context |
| Small Business Funding Corporation | President | 1996–1999 | Led secondary market securitization of small business loans |
| Washington, D.C. Legal Practice | Attorney advising financial institutions | 1989–1996 | Counsel to senior management on legal and policy matters |
| Legal Representation of Financial Services Providers | Attorney | 2000–2002 | Industry legal expertise pre-EBRD appointment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Baltic American Freedom Foundation | Director; Chair, Audit Committee | Not specified | Audit leadership; external governance experience |
Board Governance
- Independence: Board determined Sullivan is an “independent director” under NYSE standards and BFS Articles, alongside a majority of the Board .
- Committee assignments: Not listed as a current member of Audit (Clancy, Caraci, Platts), Compensation (Platts, Caraci), Nominating & Corporate Governance (Platts, Caraci), or Executive (B. Francis Saul II, Caraci) .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; all 12 directors attended the 2024 annual meeting. One executive session and one independent directors’ meeting held in 2024 .
- Tenure: Director since April 2008; prior service 1997–2002, evidencing longstanding Board familiarity .
- Leadership structure: No lead independent director; Chairman and CEO roles combined (B. Francis Saul II); committees composed solely of independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $65,000 | Standard non-employee director retainer |
| Audit Committee member retainer | N/A | Sullivan not a current Audit Committee member; members receive $10,000, Chair $15,000 |
| Meeting fees | None disclosed | No per-meeting fees disclosed; retainers paid quarterly |
| Deferred compensation election | None | No shares credited to Sullivan’s deferred fee account in 2024/25 |
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Annual director grant | 2,000 restricted shares of Common Stock to continuing non-employee directors on first business day after the annual meeting (May 20, 2024 for 2024 grants) |
| Grant-date fair value (2024) | $69,252 (2,000 shares at $37.44 per share) |
| Vesting | Annual Awards vest in equal annual installments over 3 years, subject to continued service |
| Change-in-control | Annual Awards become fully vested upon consummation of a Change in Control (as defined) |
| Director options (legacy) | Sullivan has 22,500 options currently exercisable; director options vest immediately upon grant (per plan footnote) |
Other Directorships & Interlocks
- Public company directorships: None disclosed in BFS proxy biography for Sullivan; other directors with public company affiliations are denoted elsewhere by a “*” footnote, which is absent from Sullivan’s bio .
- External board role: Director and Audit Chair at The Baltic American Freedom Foundation (non-profit), strengthening audit oversight credentials .
- Compensation committee interlocks: Not listed among disclosed interlocks involving Chevy Chase Trust Company’s Compensation Committee .
Expertise & Qualifications
- Financial/legal expertise: Extensive legal advisory experience for financial institutions; executive role at EBRD provides policy, governance, and international finance credentials .
- Audit leadership: Chairs an external audit committee; enhances BFS Board’s financial oversight capacity .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership | 39,673 shares; less than 1% of class |
| Options exercisable (included above) | 22,500 |
| Trust-held shares (disclaimed) | 800 shares where Sullivan is co-trustee; beneficiaries are his brother and nieces/nephews; beneficial ownership disclaimed |
Governance Assessment
- Strengths:
- Independent status with robust financial/legal background and external audit chair role, supporting effective oversight of BFS’s complex related-party environment .
- Meets attendance threshold; participates in equity-based compensation aligning director incentives with shareholder outcomes via multi-year vesting .
- Company prohibits hedging and short sales by directors and employees, reducing misalignment risk .
- Concerns / RED FLAGS:
- No lead independent director while Chairman and CEO roles are combined; may constrain independent Board leadership dynamics .
- High insider influence: officers and directors had power to vote ~47.2% of outstanding common shares as of record date, potentially limiting minority shareholder influence .
- Extensive related-party relationships (shared services fees $11.4M in 2024; HQ sublease; insurance commissions), heightening conflict-of-interest risk and reliance on independent committee oversight; not directly tied to Sullivan but material to overall governance environment he must oversee .
- Family interlocks across several directors and officers increase perceived entrenchment risks; underscores importance of active, independent directors like Sullivan .