Willoughby B. Laycock
About Willoughby B. Laycock
Willoughby B. Laycock (age 37) has served on the Saul Centers, Inc. (“BFS”) Board since March 2019 and is currently Senior Vice President, Residential Design and Market Research; prior roles include Senior Vice President, Residential Marketing; Vice President, Residential Marketing; and Assistant Vice President, Residential Marketing. She previously worked as a financial analyst at Dalton Investments and Davis Advisors; she is the granddaughter of Chairman/CEO B. Francis Saul II and niece of Vice Chair Patricia Saul Lotuff and Director Andrew M. Saul II, contributing financial acumen and multi‑family marketing/development experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saul Centers, Inc. | Director | March 2019 – present | Contributes financial acumen and multi‑family marketing/development experience |
| Saul Centers, Inc. | SVP, Residential Design & Market Research | Sept 2021 – present | Product design, market research leadership |
| Saul Centers, Inc. | SVP, Residential Marketing | May 2019 – Sept 2021 | Residential marketing leadership |
| Saul Centers, Inc. | VP, Residential Marketing | May 2018 – May 2019 | Residential marketing |
| Saul Centers, Inc. | Assistant VP, Residential Marketing | 2016 – 2018 | Marketing support/management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dalton Investments | Financial Analyst | Not disclosed | Prior experience noted in proxy |
| Davis Advisors | Financial Analyst | Not disclosed | Prior experience noted in proxy |
Board Governance
- Independence: The Board determined seven directors (Caraci, Chapoton, Clancy, Leffall III, Platts, Powell III, Sullivan III) are independent; Laycock is not listed among independent directors and has close family relationships with the CEO and other directors, indicating non‑independence .
- Committees: Audit (Clancy, Caraci, Platts; Clancy chair), Compensation (Platts chair; Caraci), Nominating & Corporate Governance (Platts chair; Caraci); Laycock is not a member of these committees. Executive Committee comprises B. Francis Saul II (chair) and Caraci .
- Attendance: The Board met five times in 2024; all current directors attended at least 75% of Board and committee meetings in aggregate. There was one executive session and one independent director meeting in 2024 .
- Leadership structure: Chairman/CEO roles combined; no Lead Independent Director; Board cites majority independence and committee structure as mitigating governance features .
Fixed Compensation
Director pay policy applies to non‑employee directors: $65,000 annual cash retainer; Audit Committee members $10,000 (chair $15,000); 2,000 restricted shares granted after each annual meeting under the 2024 Stock Incentive Plan, vesting over three years .
| 2024 Director Compensation (Non‑Employee) | Fees Earned or Paid in Cash | Restricted Stock Awards (grant-date fair value) | Total |
|---|---|---|---|
| Willoughby B. Laycock | — | — | — |
| 2024 Employee Compensation (Officer) | Amount |
|---|---|
| Total compensation for services as a Company employee | ~$416,700 |
Notes:
- Laycock’s non‑employee director compensation was not paid in 2024 (she is a Company officer). Her compensation is reported under related person employment, not in the director compensation table .
Performance Compensation
- Non‑employee director equity: Annual award of 2,000 restricted shares post‑annual meeting; not applicable to Laycock in 2024 (dashes shown in Director Compensation Table) .
- Clawback/hard rules: Company adopted SEC/NYSE‑compliant clawback policy (Oct 2, 2023); hedging and short sales are prohibited for all employees/directors .
Director Deferred Compensation & Stock Plan (Directors Plan):
| Item | Shares |
|---|---|
| Balance March 1, 2024 | 3,625 |
| Shares credited during 2024/25 | 237 |
| Shares issued by plan operation | — |
| Balance March 1, 2025 | 3,862 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Laycock |
| Family interlocks | Granddaughter of Chairman/CEO B. Francis Saul II; niece of Vice Chair Patricia Saul Lotuff and Director Andrew M. Saul II |
| Compensation committee interlocks (organization‑level context) | CEO, Lotuff, and Platts serve on Chevy Chase Trust Company’s Compensation Committee (not Laycock) |
Expertise & Qualifications
- Financial analyst experience at Dalton Investments and Davis Advisors; contributes financial acumen .
- Multi‑family marketing and development expertise from progressive residential marketing/design roles at BFS .
Equity Ownership
| Beneficial Ownership (as of Feb 28, 2025) | Shares/Units | Notes |
|---|---|---|
| Total beneficially owned common shares | 50,613 | Includes 250 shares owned by spouse (disclaimed) and 42,500 currently exercisable options |
| Options – currently exercisable | 42,500 | Included in beneficial ownership; strike/expiration not itemized for Laycock in proxy |
| Percent of class | <1% | Board table marks “*” indicates <1% of class; 24,200,795 shares outstanding |
| Shares pledged/hedging | None disclosed; hedging and short sales prohibited by policy | |
| Directors Plan deferred share balance | 3,862 (Mar 1, 2025) | See Directors Plan table above |
Governance Assessment
- Independence & conflicts: Laycock is a non‑independent, employee director with immediate family ties to the controlling shareholder/CEO. The CEO beneficially owns ~46.5% of the Company and officers/directors can vote ~47.2% of shares, concentrating voting power and elevating related‑party conflict risk .
- Committees & oversight: She does not sit on Audit, Compensation, or Nominating committees; governance oversight is exercised by independent directors on these committees, which met 7, 3, and 1 times, respectively, in 2024; Board met 5 times with ≥75% attendance by all directors .
- Compensation alignment: Laycock did not receive non‑employee director fees or director RSUs in 2024; she received ~$416,700 as a Company employee. Hedging is prohibited; directors may defer fees into stock under the Directors Plan, and Laycock maintains a modest deferred share balance, supporting some equity alignment .
- Related‑party exposures (RED FLAGS): Extensive related‑party arrangements with the Saul Organization, including $11.4 million in shared services billings, $847,600 headquarters rent, and ~$449,300 insurance agency commissions; multiple officers (including CEO) serve across affiliates and may devote less than a majority of time to Company matters. These highlight persistent conflict‑of‑interest risks and reliance on independent committee oversight .
- Shareholder sentiment: Most recent say‑on‑pay (2023) received ~94.8% support; company uses a triennial advisory vote cadence—positive for compensation policy acceptance, though not specific to director compensation .
Overall signal: Governance risk stems from family control, non‑independence, and significant related‑party activity; mitigating factors include independent committee composition and hedging prohibition. Monitoring of related‑party transactions, board refreshment, and independence thresholds remains critical for investor confidence .