PHILIP D. CARACI - Corporate Board Profile

SAUL CENTERS, INC.

Filing Date	Source Excerpt
2014-03-24	Philip D. Caraci, 75, Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust. Consulting arrangement providing $100,000 per annum. Total annual compensation: $158,359.
2015-03-24	Philip D. Caraci, 76, Vice Chairman since March 2003, Director since June 1993. Consulting arrangement provides $100,000 per annum. Director compensation total $144,531 in 2014.
2016-03-22	Philip D. Caraci is Vice Chairman since March 2003 and Director since June 1993. He serves on the Executive Committee. Director Compensation Table for 2015 shows total compensation of $145,164.
2017-03-20	Philip D. Caraci, 78, Vice Chairman since March 2003, Director since June 1993. Member of Executive Committee. Director compensation table shows total $149,173 in 2016.
2018-03-23	Philip D. Caraci, 79, Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003, with which he had been associated since 1972. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust. Through these experiences, Mr. Caraci contributes real estate expertise and familiarity with the Company’s business to the Board. Directors of the Company are currently paid an annual retainer of $20,000 and a fee of $1,200 for each Board or Committee meeting attended and are annually awarded 200 shares of the Company’s Common Stock. In 2017, Mr. Caraci received total compensation of $152,932. He also serves on the Executive Committee.
2019-03-25	Philip D. Caraci Vice Chairman since March 2003, Director since June 1993. ... The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that Messrs. Caraci, Chapoton, Clancy, Platts, Powell III and Sullivan III, representing a majority of the Board of Directors, are “independent directors” ... Effective June 28, 2018, Messrs. Caraci, Clancy and Platts became the members of the Audit Committee ... Effective June 28, 2018, Messrs. Caraci and Platts became members of the Compensation Committee ... Effective June 28, 2018, Messrs. Caraci and Platts became members of the Nominating and Corporate Governance Committee ... The Executive Committee ... Messrs. Caraci and B. Francis Saul II currently are the serving members of the Executive Committee ... Director Compensation Table for 2018 ... Philip D. Caraci Fees Earned or Paid in Cash $33,250, Stock Awards $9,892, Option Awards $15,400, Consulting Fees $100,000, Total $158,542.
2020-03-13	Philip D. Caraci, 81, Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust. Member of Audit, Compensation, Nominating and Corporate Governance and Executive Committees. Total annual compensation was $149,842.
2021-03-23	Philip D. Caraci 82 Vice Chairman since March 2003, Director since June 1993. The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that Messrs. Caraci, Chapoton, Clancy, Platts, Powell III and Sullivan III, representing a majority of the Board of Directors, are “independent directors” as defined in the NYSE listing standards and the Articles. Messrs. Caraci, Clancy and Platts currently are the members of the Audit Committee, with Mr. Clancy serving as Chairman. Messrs. Caraci and Platts currently are the members of the Nominating and Corporate Governance Committee, with Mr. Platts serving as Chairman. Messrs. Caraci and Platts currently are the members of the Compensation Committee, with Mr. Platts serving as Chairman. The Executive Committee, which is not governed by a written charter, has such authority as it is delegated by the Board of Directors. Messrs. Caraci and B. Francis Saul II currently are the serving members of the Executive Committee. Director Compensation Table for 2020 Philip D. Caraci $41,700 Fees Earned or Paid in Cash $5,604 Stock Awards $2,100 Option Awards Total $49,404
2022-03-23	Philip D. Caraci Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003, when Mr. Caraci retired. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003, with which he had been associated since 1972. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust. Through these experiences, Mr. Caraci contributes real estate expertise and familiarity with the Company’s business to the Board. The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that Messrs. Caraci, Chapoton, Clancy, Platts, Powell III and Sullivan III, representing a majority of the Board of Directors, are “independent directors” as defined in the NYSE listing standards and the Articles. The Board of Directors has established an Audit Committee, which is governed by a written charter. Messrs. Caraci, Clancy and Platts currently are the members of the Audit Committee, with Mr. Clancy serving as Chairman. The Nominating and Corporate Governance Committee consists solely of independent directors. Messrs. Caraci and Platts currently are the members of the Nominating and Corporate Governance Committee, with Mr. Platts serving as Chairman. The Compensation Committee consists solely of independent directors. Messrs. Caraci and Platts currently are the members of the Compensation Committee, with Mr. Platts serving as Chairman. The following table sets forth the compensation received by directors, other than directors who are named executive officers, for the year ended December 31, 2021. Philip D. Caraci Fees Earned or Paid in Cash $53,700, Stock Awards $8,778, Option Awards $15,800, Total $78,278.
2023-03-30	Philip D. Caraci, 84, Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003, when Mr. Caraci retired. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003, with which he had been associated since 1972. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust. Through these experiences, Mr. Caraci contributes real estate expertise and familiarity with the Company’s business to the Board.
2024-04-02	Philip D. Caraci 85 Vice Chairman since March 2003, Director since June 1993. ... The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that Messrs. Caraci, Chapoton, Clancy, Lansdale, Platts, Powell III and Sullivan III, representing a majority of the Board of Directors, are, and if elected Mr. Leffall III will be, “independent directors” as defined in the NYSE listing standards and the Articles. ... The composition of the Audit Committee is subject to the independence and other requirements of the Exchange Act and the NYSE listing standards. Messrs. Caraci, Clancy and Platts currently are the members of the Audit Committee, with Mr. Clancy serving as Chairman. ... The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that all current members of the Nominating and Corporate Governance Committee are “independent directors,” as defined in the NYSE listing standards. ... The NYSE listing standards require that the Compensation Committee consist solely of independent directors. Messrs. Caraci and Platts currently are the members of the Compensation Committee, with Mr. Platts serving as Chairman. ... The Exchange Act and the NYSE listing standards do not require that the Executive Committee consist of any independent directors. Messrs. Caraci and B. Francis Saul II currently are the serving members of the Executive Committee, with Mr. B. Francis Saul II serving as Chairman. ... The following table sets forth the compensation received by directors, other than directors who are named executive officers, for the year ended December 31, 2023. ... Philip D. Caraci $44,100 Fees Earned or Paid in Cash $6,758 Stock Awards $16,325 Option Awards Total $67,183 ... The Board of Directors, upon the unanimous recommendation of the Nominating and Corporate Governance Committee, has determined that all current members of the Compensation Committee are “independent directors,” as defined in the NYSE listing standards.
2025-03-24	Philip D. Caraci 86 Vice Chairman since March 2003, Director since June 1993. President from 1993 to March 2003, when Mr. Caraci retired. Senior Vice President and Secretary of the B. F. Saul Real Estate Investment Trust from 1987 to 2003. Executive Vice President of the B. F. Saul Company from 1987 to 2003, with which he had been associated since 1972. President of B. F. Saul Property Company from 1986 to 2003. Trustee of the B. F. Saul Real Estate Investment Trust*.Through these experiences, Mr. Caraci contributes real estate expertise and familiarity with the Company’s business to the Board.