Form 4: Saul Centers Director Clancy Reports Acquisition of Phantom Stock
SEC Form 4 Filing
Director George Patrick Clancy Jr. reports acquiring phantom stock in Saul Centers, Inc. through a deferred compensation plan.
Summary
- On January 2, 2025, Director George Patrick Clancy Jr. reported changes in beneficial ownership of Saul Centers, Inc. securities.
- The report details the acquisition of 515.463 phantom shares under the Issuer's Deferred Compensation Plan for Directors.
- These phantom shares are convertible into common stock according to the terms of the Deferred Compensation Plan and the reporting person's Deferred Fee Agreement.
- Clancy also holds 12,591 shares of common stock directly.
- Additionally, Clancy holds options to purchase 2,500 shares of common stock at various strike prices and expiration dates ranging from 2025 to 2033.
- The report includes 95.675 shares awarded October 31, 2024, as dividend reinvestments on shares of phantom stock.
Sentiment
Score: 7
Explanation: The document reflects standard executive compensation practices and insider activity, suggesting stability and alignment of interests. It is neither overwhelmingly positive nor negative.
Positives
- The acquisition of phantom stock through the Deferred Compensation Plan aligns the director's interests with the long-term performance of the company.
- Dividend reinvestments in phantom stock further demonstrate a commitment to the company's future.
Future Outlook
The director's future holdings will be influenced by the terms of the Deferred Compensation Plan and future dividend reinvestments.
Industry Context
Directors often receive stock options and phantom stock as part of their compensation packages to align their interests with those of shareholders. This filing is a routine disclosure of such activity.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Deferred Compensation Plan Amendment | The Issuer's Deferred Compensation Plan for Directors was amended and restated effective May 17, 2024. | 05/17/2024 | The amendment affects the terms under which phantom shares are issued and converted into common stock. |
Related Party Transactions
- The acquisition of phantom stock under the Deferred Compensation Plan is a related party transaction.
Stakeholder Impact
- The acquisition of phantom stock aligns the director's interests with those of shareholders, potentially leading to decisions that benefit the company's long-term performance.
Key Dates
| Date | Description |
|---|---|
| 05/08/2015 | Date of director stock option grant with an exercise price of $51.07 and expiration on 05/08/2025 |
| 05/06/2016 | Date of director stock option grant with an exercise price of $57.74 and expiration on 05/06/2026 |
| 05/05/2017 | Date of director stock option grant with an exercise price of $59.41 and expiration on 05/05/2027 |
| 05/11/2018 | Date of director stock option grant with an exercise price of $49.46 and expiration on 05/11/2028 |
| 05/03/2019 | Date of director stock option grant with an exercise price of $55.71 and expiration on 05/03/2029 |
| 04/24/2020 | Date of director stock option grant with an exercise price of $50 and expiration on 04/24/2030 |
| 05/07/2021 | Date of director stock option grant with an exercise price of $43.89 and expiration on 05/07/2031 |
| 05/13/2022 | Date of director stock option grant with an exercise price of $47.9 and expiration on 05/13/2032 |
| 05/09/2023 | Date of director stock option grant with an exercise price of $33.79 and expiration on 05/12/2033 |
| 05/17/2024 | Effective date of the amended and restated Deferred Compensation Plan for Directors |
| 10/31/2024 | Date of dividend reinvestments on shares of phantom stock held by the reporting person |
| 01/02/2025 | Date of the reported transaction: acquisition of phantom stock |
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