Zachary M. Friedlis
About Zachary M. Friedlis
Senior Vice President – Director of Retail Leasing at Saul Centers, Inc. since January 2024; with the Company since 2009 in progressively senior leasing roles (Assistant VP → VP → SVP) . Age 42 . Company performance context during 2024: total revenue rose to $268.8M (from $257.2M in 2023) while net income was $67.7M (vs $69.0M), with FFO to common and noncontrolling interests at $106.8M (vs $106.3M) and commercial portfolio leased at 95.2% (vs 94.1%) . Long-run TSR context (value of $100 initial investment): 2020–2024: $63.94, $112.91, $91.04, $93.56, $98.23 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Saul Centers, Inc. | SVP – Director of Retail Leasing | Jan 2024–present | Leads retail leasing across BFS’s portfolio of shopping centers and mixed-use assets . |
| Saul Centers, Inc. | Senior Vice President, Retail Leasing | May 2022–Jan 2024 | Senior leadership in retail leasing . |
| Saul Centers, Inc. | Vice President, Retail Leasing | 2017–2022 | Retail leasing management . |
| Saul Centers, Inc. | Assistant Vice President, Retail Leasing | 2009–2016 | Retail leasing execution . |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Salary (paid) | $473,878 |
| Base salary rate (effective May 1, 2024) | $500,000 |
| Annual bonus (Dec 2024) | $75,000 (15% of base) |
| All other compensation (401k/SERP/auto/life/commissions) | $86,344 (401k $20,700; SERP $14,401; Auto $12,600; Group life $1,129; Leasing commissions $37,514) |
Notes
- Bonuses are discretionary, informed by CEO recommendations; no formulaic target metrics are used for annual bonuses .
Performance Compensation
Equity awards (2024 grants and outstanding)
| Instrument | Grant year | Quantity / status | Accounting grant-date fair value | Vesting mechanics |
|---|---|---|---|---|
| Restricted stock (time-vested) | 2024 | Included in 2,100 total 2024 shares | Included in $67,964 | Vests annually over 5 years |
| Performance-based restricted stock (PSUs) | 2024 | Included in 2,100 total 2024 shares; +150 change potential based on performance | Included in $67,964 | 5-year cliff; earned 50%–150% based on annual FFO vs Board target (90% threshold; 110% for 150%) |
| RSUs/PSUs “awarded not yet granted” (future tranches) | Authorized | 900 shares | N/A | Contingent on target setting in future periods |
| Unvested restricted stock at 12/31/2024 | 2024 | 2,250 shares unvested | $67,964 | As above |
PSU plan mechanics
- Metric: Annual Funds From Operations (FFO) vs Board-established target. Threshold 90% (50% earnout) to 110% (150% earnout). PSUs vest on the fifth anniversary; time-vested awards vest over five years .
Stock options
- None disclosed for Friedlis; no options appear in the executive option table (options listed for other NEOs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common shares) | 3,971 shares; percent of class: “*” (less than 1%) |
| Unvested restricted shares | 2,250 (grant-year 2024); plus 900 “awarded not yet granted” authorized |
| Options outstanding | None disclosed for Friedlis |
| Pledging | No pledging disclosed for Friedlis in ownership footnotes |
| Stock ownership guidelines | The Board does not prescribe stock ownership guidelines for executive officers |
| Hedging/short sales | Prohibited for all employees; insider trading policy requires pre-clearance and imposes blackout periods |
| Rule 10b5-1 plans | Permitted with CFO pre-approval; 90-day+ cooling-off for directors/officers; detailed restrictions on amendments and overlapping plans |
| Deferred compensation (SERP) | 2024: Exec contrib $4,800; Company contrib $14,401; 2024 earnings $484; YE balance $22,946 |
Implications
- Unvested RSUs/PSUs provide retention hooks and potential supply for future sales as tranches vest. No pledging and anti-hedging policy support alignment, though absence of formal ownership guidelines and currently small personal holdings indicate limited “skin in the game” relative to total shares outstanding .
Employment Terms
- Contracts and severance: No employment or severance agreements with any executive officers; no predetermined termination or change-of-control compensation plan .
- Clawback: Recoupment policy (effective Oct 2, 2023) mandates recovery of erroneously paid incentive compensation after qualifying restatements (3-year lookback), plus misconduct-based recoupment under the 2024 Stock Incentive Plan .
- Non-compete / non-solicit: Not disclosed in the proxy or 10-K; no related provisions found.
- Say-on-pay: 94.8% approval in 2023; triennial frequency adopted .
Performance & Track Record (Company context during tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – value of $100 initial | $63.94 | $112.91 | $91.04 | $93.56 | $98.23 |
| Total revenue ($M) | — | — | — | $257.2 | $268.8 |
| Net income ($M) | — | — | — | $69.0 | $67.7 |
| FFO to common & NCI ($M) | — | — | — | $106.3 | $106.8 |
| Commercial portfolio leased | — | — | — | 94.1% | 95.2% |
Notes
- Figures reflect BFS consolidated performance; not attributable to any single executive. 2024 results reflect the initial ramp of Twinbrook Quarter Phase I, which the Company disclosed as a headwind to net income and FFO in the quarter/year due to expense recognition ahead of full revenue stabilization .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation for Friedlis included salary ($473.9k), a discretionary bonus ($75k; 15% of base), and restricted stock ($67.964k grant-date fair value), plus benefits/perquisites ($86.3k). Equity grants to officers are split 50/50 between time-vested and performance-based awards (FFO-linked) .
- Shift toward RSUs/PSUs: For 2024, named executive officers received restricted stock (no new stock options for Friedlis), with clear performance linkage for half the award via FFO targets .
- Discretionary bonuses: Annual bonuses are subjective (no pre-set targets), a potential misalignment risk if discretion overrides performance outcomes; however, long-term equity uses explicit FFO hurdles .
- Clawback and trading controls mitigate risk: Mandatory recoupment on restatements, hedging prohibitions, and pre-clearance/blackout policy reduce compensation-related risk-taking and inappropriate trading .
Equity Vesting & Insider Selling Pressure
- Near-term vesting supply: 2,250 unvested restricted shares from 2024 grants plus 900 authorized future tranches. Time-based awards vest annually over five years; PSUs vest at the 5-year cliff subject to FFO performance (50%–150% earnout) .
- Trading constraints: Pre-clearance required; quarterly earnings blackout from quarter-end until two full trading days after results; event-specific blackouts can also apply; 10b5-1 plans require 90-day+ cooling-off for officers .
- Options: None, limiting in-the-money option overhang and related exercise-driven selling for Friedlis .
Equity Ownership & Beneficial Holdings Table
| Holder | Shares beneficially owned | Percent of class |
|---|---|---|
| Zachary M. Friedlis | 3,971 | * (<1%) |
Additional notes: excludes 3,449 depositary shares (1/100 of 6.125% Series D preferred) held by Friedlis, which are not common shares .
Employment & Benefits Details (2024)
| Item | Value |
|---|---|
| 401(k) employer contribution | $20,700 |
| SERP employer contribution | $14,401 |
| SERP account balance (12/31/2024) | $22,946 |
| Auto allowance | $12,600 |
| Group term life insurance | $1,129 |
| Leasing commissions (legacy activity) | $37,514 |
Investment Implications
- Alignment and retention: Balanced equity awards (time + FFO-based PSUs) and multi-year vesting support retention and pay-for-performance. Lack of formal ownership guidelines and relatively small disclosed personal holdings limit “skin in the game,” but anti-hedging and pre-clearance/blackout rules constrain adverse trading behavior .
- Selling pressure: Expect periodic supply from RSU vesting rather than option exercises; any sales likely channeled via pre-cleared or 10b5-1 trades and outside blackout windows, moderating market impact .
- Incentive levers that matter: Company sets annual FFO targets for PSU earnouts (50%–150%), directly tying a significant portion of equity to cash-flow performance; however, annual cash bonuses remain discretionary without disclosed metrics, warranting monitoring for pay-for-performance consistency over time .
- Governance risk low on severance economics: Absence of employment/severance agreements and change-in-control packages reduces golden parachute risk; clawback policy further mitigates downside risk from restatements or misconduct .