Form 4: Saul Centers Director Chapoton Reports Acquisition of Phantom Stock
SEC Form 4
Director John E. Chapoton reports acquisition of phantom stock in Saul Centers, Inc. under the Deferred Compensation Plan.
Summary
- On April 1, 2024, Director John E. Chapoton reported acquiring 427.519 shares of phantom stock in Saul Centers, Inc.
- These phantom shares are issuable under the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended.
- Each phantom share is economically equivalent to one share of common stock and becomes payable in cash or common stock upon termination of service, at the reporting person's election.
- The conversion of phantom stock into common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Agreement.
- Chapoton also holds director stock options with various expiration dates and exercise prices, as well as common shares.
- The total common shares beneficially owned following the reported transaction is 7,466.078.
- The total phantom shares beneficially owned following the reported transaction is 23,648.565.
Sentiment
Score: 6
Explanation: The sentiment is neutral as the filing simply reports a routine transaction related to director compensation. There are no indications of positive or negative performance.
Industry Context
This filing is a routine disclosure of a director's acquisition of phantom stock, which is a common form of executive compensation in publicly traded companies, particularly REITs like Saul Centers. It reflects ongoing participation in the company's deferred compensation plan.
Comparison to Industry Standards
- Director compensation packages often include stock options and deferred compensation plans to align executive interests with shareholder value.
- Companies like Simon Property Group (SPG) and Regency Centers (REG) also utilize similar compensation structures for their directors.
- The specific terms of the Saul Centers' Deferred Compensation Plan, such as the conversion rate and payout options, are typical for REITs.
- The exercise prices of the stock options are set at or above the market price at the time of grant, which is standard practice.
Stakeholder Impact
- The acquisition of phantom stock aligns the director's interests with those of shareholders, as the value of the phantom stock is tied to the company's performance.
- The deferred compensation plan can help retain directors by providing a long-term incentive.
Key Dates
| Date | Description |
|---|---|
| 05/09/2014 | Date of Director Stock Option with exercise price of $47.03 and expiration date of 05/09/2024 |
| 05/08/2015 | Date of Director Stock Option with exercise price of $51.07 and expiration date of 05/08/2025 |
| 05/06/2016 | Date of Director Stock Option with exercise price of $57.74 and expiration date of 05/06/2026 |
| 05/05/2017 | Date of Director Stock Option with exercise price of $59.41 and expiration date of 05/05/2027 |
| 05/11/2018 | Date of Director Stock Option with exercise price of $49.46 and expiration date of 05/11/2028 |
| 05/03/2019 | Date of Director Stock Option with exercise price of $55.71 and expiration date of 05/03/2029 |
| 04/24/2020 | Date of Director Stock Option with exercise price of $50 and expiration date of 04/24/2030 |
| 05/07/2021 | Date of Director Stock Option with exercise price of $43.89 and expiration date of 05/07/2031 |
| 05/13/2022 | Date of Director Stock Option with exercise price of $47.9 and expiration date of 05/13/2032 |
| 05/12/2023 | Date of Director Stock Option with exercise price of $33.79 and expiration date of 05/12/2033 |
| 01/31/2024 | 357.725 shares awarded as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan. |
| 04/01/2024 | Date of transaction: Acquisition of 427.519 shares of phantom stock. |
| 04/03/2024 | Date of report. |
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