Philip D. Caraci
About Philip D. Caraci
Independent director and Vice Chairman of Saul Centers, Inc. (BFS). Age 86; director since June 1993; Vice Chairman since March 2003; previously President (1993–2003). Career spans senior roles across the B. F. Saul Organization, with deep real estate expertise and long familiarity with the Company’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saul Centers, Inc. | President | 1993–Mar 2003 | Led operations prior to retirement in 2003 |
| Saul Centers, Inc. | Vice Chairman | Mar 2003–present | Board leadership; independent director |
| B. F. Saul Real Estate Investment Trust | Senior Vice President and Secretary | 1987–2003 | Senior roles in affiliated REIT strengthen real estate acumen |
| B. F. Saul Company | Executive Vice President | 1987–2003 | Senior leadership across Saul Organization |
| B. F. Saul Property Company | President | 1986–2003 | Property company leadership enhances operating insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| B. F. Saul Real Estate Investment Trust | Trustee | Current (as disclosed) | Denoted as public company directorship (“*”) per proxy legend |
Board Governance
- Independence: The Board determined Mr. Caraci is independent under NYSE listing standards and Company Articles .
- Attendance: In 2024, the Board met five times; all directors attended at least 75% of aggregate Board and committee meetings. The Board held one executive session and one independent director meeting .
- Leadership: Chairman/CEO roles combined; no Lead Independent Director. Committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors .
| Committee | Membership | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Member (Caraci, Clancy, Platts) | No (Chair: Clancy) | 7 |
| Compensation Committee | Member (Caraci, Platts) | No (Chair: Platts) | 3 |
| Nominating & Corporate Governance Committee | Member (Caraci, Platts) | No (Chair: Platts) | 1 |
| Executive Committee | Member (Caraci, B. Francis Saul II) | No (Chair: B. Francis Saul II) | 0 |
Fixed Compensation
| Year | Board Cash Retainer | Committee Cash Fees | Total Cash |
|---|---|---|---|
| 2024 | $65,000 (non‑employee director retainer) | $10,000 (Audit Committee member) | $75,000 (Caraci) |
- Director cash fee policy: Board $65,000; Audit Committee member $10,000; Audit Committee Chair $15,000; paid quarterly .
Performance Compensation
| Grant | Grant Date | Instrument | Shares | Per‑Share Value | Reported Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|---|
| Annual director grant | May 20, 2024 | Restricted stock | 2,000 | $37.44/share | $69,252 (ASC 718) | Equal annual installments over 3 years; accelerates upon Change in Control |
- Policy: Each continuing non‑employee director receives 2,000 restricted shares after each annual meeting; prorated grants for mid‑year additions; three‑year ratable vesting; accelerates on Change in Control .
- Options: No option awards to Caraci in 2024; director options vest immediately upon grant per policy; Caraci holds 22,500 currently exercisable options outstanding (see Equity Ownership) .
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| B. F. Saul Real Estate Investment Trust* | Trustee | Affiliated with Saul Organization | Public company/investment company designation per proxy legend |
| Saul Centers Compensation Committee | Member | Former Company officer (retired 2003) serves on Compensation Committee; all current members deemed independent | Committee interlocks disclosure acknowledges Caraci’s prior officer status |
Expertise & Qualifications
- Real estate operating and governance expertise; familiarity with Company’s properties and business from decades in senior roles .
- Board deems skillset complementary to oversight needs and independent committee service .
Equity Ownership
| Holder | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Philip D. Caraci | 186,063 shares | <1% (“*” in proxy table) | Includes 23,166 shares owned by spouse (disclaimed) and 22,500 currently exercisable options |
| Deferred Compensation (Directors Plan) | Balance 3/1/2024 | Shares Credited (2024/25) | Shares Issued | Balance 3/1/2025 |
|---|---|---|---|---|
| Caraci (share account) | 33,594 | 2,200 | — | 35,794 |
- Directors Plan: pre‑year elections to defer fees into cash/share accounts; share credits determined by prior quarter closing price; shares not votable until issued .
- Hedging/Pledging: Company prohibits short sales and hedging for all employees and directors; pledging not disclosed .
Governance Assessment
- Strengths: Independent director with extensive real estate experience; serves on all three key independent committees (Audit, Compensation, Nominating), supporting board effectiveness and oversight . Strong alignment via annual equity grants and participation in the Directors Plan (deferred share account balance) .
- Concerns/RED FLAGS:
- Former Company President/Officer serves on Compensation Committee (though deemed independent). While permissible, prior executive status is a governance sensitivity for pay oversight .
- No Lead Independent Director; combined Chair/CEO role may limit independent counterbalance; only one executive session and one independent director meeting in 2024, indicating low frequency of closed‑door oversight .
- Significant related‑party dealings with Saul Organization (shared services, HQ sublease, insurance commissions) overseen by Audit Committee; independence affirmed, but perceived conflicts warrant continued scrutiny (e.g., $11.4 million shared services; $847,600 HQ lease; $449,300 insurance commissions) .
Additional Signals and Context
- Board composition: 12 directors; seven independent; committees entirely independent; all directors met ≥75% attendance in 2024 .
- Director compensation mix: Cash retainer plus equity (2,000 restricted shares annually); Caraci total director compensation $144,252 for 2024 .
- Company compensation governance: Adopted Dodd‑Frank‑aligned clawback policy in 2023 for executive incentive compensation; insider trading policy prohibits hedging and short sales .
- Say‑on‑Pay: 2023 advisory vote received ~94.8% approval; triennial cadence adopted .
Overall: Caraci’s independence, multi‑committee service, and equity participation support investor confidence, but his historical executive role on the Compensation Committee, limited independent session frequency, and material related‑party arrangements with the Saul Organization present governance risks that investors should monitor through ongoing proxy and committee disclosures .