Patricia Saul Lotuff

About Patricia Saul Lotuff

Vice Chairman of Saul Centers, Inc. since September 2023 and Director since March 2023; age 53 as of February 28, 2025. Ms. Lotuff is a long-serving director and vice chair across multiple entities in the Saul Organization, and is the daughter of BFS’s Chairman and CEO, B. Francis Saul II, the sister of director Andrew M. Saul II, and the aunt of director Willoughby B. Laycock, which has independence implications. Company-level compensation philosophy emphasizes discretion over formulaic metrics; pay-versus-performance disclosures indicate CAP is not linked to TSR or net income, with BFS TSR lagging its FTSE Nareit peer index since 2020. She received approximately $319,100 in total employee compensation for 2024 and $24,375 in director fees, and beneficially owns 36,862 shares including 2,500 currently exercisable options .

Company performance context (Pay vs Performance disclosure):

Past Roles

External Roles

Fixed Compensation

Director compensation policy for non-employee directors (context):

• Annual board retainer: $65,000; Audit Committee member retainer $10,000; Audit Chair $15,000; paid quarterly .
• Annual equity: 2,000 restricted shares post-annual meeting; grant-date 2024 example: May 20, 2024 at $37.44; vests in three equal annual installments; accelerates on Change in Control .

Performance Compensation

• Company-wide approach: Annual bonuses for executive officers determined subjectively based on CEO recommendations and qualitative factors; not tied to pre-set performance targets. The company states CAP is not linked to TSR, net income, or other financial measures .
• For Ms. Lotuff specifically: No bonus or performance metric disclosure provided in the proxy; no RSU/option grant detail disclosed for 2024 as a director beyond fees .

Equity Ownership & Alignment

Additional alignment/governance policies:

• No stock ownership guidelines for executive officers at present (reduces formal alignment requirements) .
• Hedging and short sales prohibited for all employees and directors; insider trading policy in place .
• Clawback policy adopted in 2023 to recover erroneously paid incentive compensation upon qualifying restatements; plan-level recoupment for misconduct/gross negligence .
• No explicit pledging policy disclosure in the proxy; no pledging noted in beneficial ownership footnotes for Ms. Lotuff .

Vesting and potential selling pressure:

• Standard non-employee director RSUs vest 1/3 per year over three years, with full acceleration on change-in-control. Ms. Lotuff did not receive the 2,000-share RSU in 2024 per the director compensation table, lowering near-term vest-driven selling overhang for her specifically .

Employment Terms

• Contracts: The company discloses it does not have employment or severance agreements with any of its executive officers and no predetermined termination or change-of-control plan for NEOs (implies low contractual severance leverage; specific terms for Ms. Lotuff not disclosed) .
• Governance/recoupment: Clawback policy as described above; insider trading and no-hedging policy applicable to directors and officers .

Board Governance

• Role/tenure: Vice Chairman since Sep 2023; Director since Mar 2023; nominated for a term ending at the 2028 annual meeting .
• Independence: Not listed among independent directors; family relationships with CEO/Chair and other directors noted; company has a majority independent board but no Lead Independent Director .
• Committees: Compensation Committee currently composed of independent directors H. Gregory Platts (Chair) and Philip D. Caraci; Ms. Lotuff not a member. She and the CEO serve on the Chevy Chase Trust Company Compensation Committee (interlock) .
• Attendance: The Board met five times in 2024; all current directors attended at least 75% of board and committee meetings .
• Dual-role implications: CEO also serves as Chairman; board cites unified leadership as rationale and does not designate a Lead Independent Director. This, combined with multiple family insiders (including Ms. Lotuff as Vice Chair), concentrates influence and raises independence/oversight considerations .

Director Compensation (Context and Ms. Lotuff’s Positioning)

Say-on-Pay & Shareholder Feedback

• Voting cadence: Triennial say-on-pay adopted per 2023 stockholder recommendation .
• Support: Approximately 94.8% of votes cast supported the company’s executive compensation decisions/policies in May 2023, viewed by the committee as an endorsement of current practices .

Risk Indicators & Red Flags

• Family insiders and interlocks: Ms. Lotuff is Vice Chair and a family insider; interlock on Chevy Chase Trust Company Compensation Committee with the CEO and a BFS director .
• Board leadership/independence: Combined CEO/Chair and no Lead Independent Director; majority independent board nonetheless .
• Related party employment: Ms. Lotuff’s related-person employment compensation disclosed ($319,100 in 2024) .
• Incentive design: Executive bonuses are subjective and not tied to pre-set financial targets; CAP not linked to TSR or net income .
• Hedging: Prohibited; clawback adopted—mitigates some risk .

Equity Ownership & Alignment (Detail)

Investment Implications

• Alignment: Ms. Lotuff’s ownership is modest (<1% with 2,500 options exercisable), there are no executive ownership guidelines, and director equity for her in 2024 was not reported—limiting direct equity-linked alignment vs. typical non-employee directors who receive 2,000 RS shares annually .
• Independence/governance: Concentration of family insiders (including Ms. Lotuff as Vice Chair), CEO/Chair dual role, and the absence of a Lead Independent Director elevate oversight and related-party risk, though the board maintains a majority of independent directors and committee independence for Audit/Compensation .
• Incentives/retention: Company uses discretionary bonuses and has adopted clawback and anti-hedging policies; lack of fixed severance/change-of-control agreements reduces guaranteed exit economics but also limits retention levers. Ms. Lotuff’s 2024 employee compensation ($319,100) and director fees ($24,375) indicate cash-heavy compensation with limited disclosed equity for 2024, suggesting low vest-related selling pressure specific to her .
• Performance context: BFS TSR has underperformed its FTSE Nareit peer index since 2020, and compensation actually paid is not tied to TSR or net income, which may reduce pay-for-performance sensitivity at the company level during challenging relative performance periods .

Notes:

• Where company-level performance metrics are presented, they are sourced from the proxy’s Pay vs Performance section. No individual financial performance metrics are disclosed for Ms. Lotuff .
• No pledging by Ms. Lotuff is disclosed; pledging policy not described in the proxy .