0000907254-22-000079.txt : 20220712 0000907254-22-000079.hdr.sgml : 20220712 20220712172336 ACCESSION NUMBER: 0000907254-22-000079 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220708 FILED AS OF DATE: 20220712 DATE AS OF CHANGE: 20220712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLANCY GEORGE PATRICK JR CENTRAL INDEX KEY: 0001216742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 221079739 MAIL ADDRESS: STREET 1: 1100 H ST NW CITY: WASHINGTON STATE: DC ZIP: 20080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS, INC. CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-986-7737 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SAUL CENTERS INC DATE OF NAME CHANGE: 19930617 4 1 wf-form4_165766100265767.xml FORM 4 X0306 4 2022-07-08 0 0000907254 SAUL CENTERS, INC. BFS 0001216742 CLANCY GEORGE PATRICK JR 7501 WISCONSIN AVENUE SUITE 1500 BETHESDA MD 20814 1 0 0 0 Common Shares 7552 D Phantom Stock 2022-07-08 4 A 0 49.896 48.10 A Common Stock 49.896 5329.643 D Director Stock Option 44.42 2013-05-10 2023-05-10 Common Stock 2500.0 2500 D Director Stock Option 47.03 2014-05-09 2024-05-09 Common Stock 2500.0 2500 D Director Stock Option 51.07 2015-05-08 2025-05-08 Common Stock 2500.0 2500 D Director Stock Option 57.74 2016-05-06 2026-05-06 Common Stock 2500.0 2500 D Director Stock Option 59.41 2017-05-05 2027-05-05 Director Stock Option 2500.0 2500 D Director Stock Option 49.46 2018-05-11 2028-05-11 Common Stock 2500.0 2500 D Director Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 2500.0 2500 D Director Stock Option 50.0 2020-04-24 2030-04-24 Common Stock 2500.0 2500 D Director Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 2500.0 2500 D Director Stock Option 47.9 2022-05-13 2032-05-13 Common Shares 2500.0 2500 D Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service. On July 8, 2022, the Issuer granted 49.896 phantom shares ($48.10/share) to compensate the reporting person for phantom shares the Issuer should have awarded to the reporting person on April 1, 2022 pursuant to the Deferred Compensation Plan. The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement. Includes 0.568 phantom shares ($50.0617/share) granted on July 8, 2022 to compensate the reporting person for a lost dividend reinvestment that would have been awarded on April 29, 2022 on phantom shares the Issuer should have awarded to the reporting person on April 1, 2022 pursuant to the Deferred Compensation Plan. /s/ Carlos L. Heard, by Power of Attorney 2022-07-12 EX-24 2 clancy-conformed.htm POA-CLANCY

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Carlos L. Heard, the undersigned's true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned's capacity as a
director of Saul Centers, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;

    (2)     do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similarly authority; and

    (3)     take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of March, 2021.




                        Signature: /s/ George P. Clancy, Jr.
                        Name:  George P. Clancy, Jr.