Form 4: Saul Centers Director George Patrick Clancy Jr. Reports Changes in Beneficial Ownership
SEC Form 4 Filing
Director George Patrick Clancy Jr. reports changes in beneficial ownership of Saul Centers, Inc. stock, including the acquisition of phantom stock and adjustments to existing stock options.
Summary
- On April 1, 2025, Director George Patrick Clancy Jr. reported changes in his beneficial ownership of Saul Centers, Inc. (BFS) stock.
- The reported changes include the acquisition of 554.478 phantom shares of common stock.
- These phantom shares were acquired under the Issuer's Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024.
- The director also holds multiple stock options with varying exercise prices and expiration dates, each for 2,500 shares of common stock.
- Following the reported transactions, Clancy directly owns 14,869 shares of common stock and 5,188.41 phantom shares.
- The phantom shares are convertible into shares of the Issuer's common stock according to the terms of the Deferred Compensation Plan and the Deferred Fee Agreement.
Sentiment
Score: 6
Explanation: The document is neutral, reporting routine transactions. The acquisition of phantom stock and continued stock option holdings are generally viewed as a positive sign of director alignment with shareholder interests, but the document itself is simply a factual report.
Positives
- The acquisition of phantom shares indicates continued participation in the company's Deferred Compensation Plan.
- The director's holdings of common stock and stock options align his interests with those of shareholders.
Industry Context
Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. This filing indicates the director's ongoing participation in the company's compensation plans.
Comparison to Industry Standards
- Director compensation packages often include a mix of salary, stock options, and deferred compensation.
- The use of phantom stock is a common method for providing deferred compensation to directors, allowing them to receive the value of company stock at a later date.
- The specific terms of the Deferred Compensation Plan and the value of the stock options would need to be compared to industry benchmarks to assess their competitiveness.
Stakeholder Impact
- The reported transactions provide transparency to shareholders regarding the director's holdings and compensation.
- The director's continued participation in the Deferred Compensation Plan may be viewed positively by shareholders.
Key Dates
| Date | Description |
|---|---|
| 05/08/2015 | Date exercisable for Director Stock Option with an exercise price of $51.07 and expiration date of 05/08/2025. |
| 05/06/2016 | Date exercisable for Director Stock Option with an exercise price of $57.74 and expiration date of 05/06/2026. |
| 05/05/2017 | Date exercisable for Director Stock Option with an exercise price of $59.41 and expiration date of 05/05/2027. |
| 05/11/2018 | Date exercisable for Director Stock Option with an exercise price of $49.46 and expiration date of 05/11/2028. |
| 05/03/2019 | Date exercisable for Director Stock Option with an exercise price of $55.71 and expiration date of 05/03/2029. |
| 04/24/2020 | Date exercisable for Director Stock Option with an exercise price of $50 and expiration date of 04/24/2030. |
| 05/07/2021 | Date exercisable for Director Stock Option with an exercise price of $43.89 and expiration date of 05/07/2031. |
| 05/13/2022 | Date exercisable for Director Stock Option with an exercise price of $47.9 and expiration date of 05/13/2032. |
| 05/09/2023 | Date exercisable for Director Stock Option with an exercise price of $33.79 and expiration date of 05/12/2033. |
| 05/17/2024 | Effective date of the amended and restated Deferred Compensation Plan for Directors. |
| 01/31/2025 | 75.813 shares awarded as dividend reinvestments on shares of phantom stock. |
| 04/01/2025 | Date of the reported transaction: acquisition of phantom shares. |
| 04/02/2025 | Date of signature for the report. |
Keywords
beneficial ownership, Form 4, SAUL CENTERS, INC., BFS, director, stock options, phantom stock, Deferred Compensation Plan
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