Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors

In 2004, the Company established a stock incentive plan (the “Options Plan”), as amended. Under the Options Plan, options were granted at an exercise price not less than the market value of the common stock on the date of grant and expire ten years from the date of grant. Officer options vest ratably over four years following the grant and are charged to expense using the straight-line method over the vesting period. Director options vest immediately and are charged to expense as of the date of grant. The Options Plan was replaced with the Incentive Plan (discussed below) during May 2024.

The Company uses the fair value method to value and account for stock options. The fair value of options granted is determined at the time of the grant using the Black-Scholes model, a widely used method for valuing stock-based employee compensation, and the following assumptions: (1) Expected Volatility determined using the most recent trading history of the Company’s common stock (month-end closing prices) corresponding to the average expected term of the options; (2) Average Expected Term of the options based on prior exercise history, scheduled vesting and the expiration date; (3) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses.

Pursuant to the Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company’s directors and their beneficiaries. Annually, directors are given the ability to make an election to defer all or part of their fees and have the option to have their fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If a director elects to have their fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company’s common stock on the first trading day of the following quarter to determine the number of shares to be credited to the director. During the six months ended June 30, 2024, 4,933 shares were credited to directors’ deferred fee accounts and 7,970 shares were issued. As of June 30, 2024, the directors’ deferred fee accounts comprise 120,324 shares.

During the six months ended June 30, 2024, stock option expense totaling $0.4 million was included in general and administrative expense in the Consolidated Statement of Operations. As of June 30, 2024, the estimated future expense related to unvested stock options was approximately $1.3 million.

The table below summarizes the option activity for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Exercise Price per share		Aggregate Intrinsic Value
Outstanding at January 1	1,820,000	$	49.41	$	1,197,380
Granted	—	—		—
Exercised	(4,375)	33.79		15,306
Expired/Forfeited	(475,125)	51.01		—
Outstanding at June 30	1,340,500	48.89		570,298
Exercisable at June 30	1,100,750	50.75		213,815

The intrinsic value of stock options outstanding or exercisable measures the price difference between the options’ exercise price and the closing share price quoted by the New York Stock Exchange as of the date of measurement. There were 4,375 options exercised during the six months ended June 30, 2024. No options were exercised during the six months ended June 30, 2023. At June 28, 2024, the final trading day of the 2024 second quarter, the closing share price of $36.77 was lower than the exercise price of 1.1 million outstanding options granted in 2015 through 2022. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 5.3 years and 4.7 years, respectively.

On May 17, 2024, following shareholder approval, the Company established the Saul Centers, Inc. 2024 Stock Incentive Plan (the “Incentive Plan”), under which various equity incentives may be granted. On May 17, 2024, the Company granted 117,000 restricted shares to officers, divided equally between time-vested and performance-based awards. The time-vested restricted share awards granted to officers will vest on an annual basis over five years. The performance-based restricted share awards will vest on the fifth anniversary of the award’s grant date. The performance measurement for the performance-based awards is the Company’s annual actual funds from operations compared to the annual funds from operations target established by the Board. Performance-based awards are earned on a sliding scale from 50% to 150% of the number of shares granted as the Company’s actual funds from operations scales from 90% to 110% of the Board’s established target, with a minimum result of 90% of the target required for the award to vest.

The Company uses the fair value method to value and account for restricted stock grants. The fair value of restricted stock granted is determined at the time of the grant using a discounted cash flow analysis, and the following assumptions: (1) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; (2) the closing price of the Company’s common stock on the date of the grant; (3) estimated forfeitures; and (4) a present value discount rate equal to the Expected Dividend Yield. The Company amortizes the value of granted restricted stock ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses. For accounting purposes, (a) time-vested restricted stock awards are treated as having been granted on the date the Board authorizes the grant and (b) performance-based restricted stock awards are treated as having been granted on the date the Board establishes the performance target.

On May 20, 2024, the Company granted 18,000 restricted shares to non-employee directors, which will vest on an annual basis over three years.

Dividends on restricted share awards will accrue commencing on the grant date and will be paid when the underlying shares vest. Restricted stock awards are measured at fair value, adjusted for estimated forfeitures. The cost of restricted stock compensation is charged to expense ratably from the grant date through the vesting date and will be adjusted periodically for changes in forfeiture estimates and, for performance-based awards, the impact of revised expectations of the Company’s results compared to the Board-established targets.

For accounting purposes, performance-based awards are not treated as granted until the Board establishes the target for those awards. The following table summarizes the 2024 restricted share awards:


	Directors		Officers
Grant date	May 20, 2024		May 17, 2024
Closing price per share	$	37.52	$	38.10
Fair value per share	34.63		35.27

During the six months ended June 30, 2024, restricted stock compensation expense totaled $0.1 million, which was included in general and administrative expense in the Consolidated Statement of Operations. As of June 30, 2024, the estimated future expense related to unvested restricted stock grants was approximately $3.0 million.

The table below summarizes the restricted stock activity for the six months ended June 30, 2024:


	Number of Shares	Weighted Average Estimated Fair Value Per Share		Estimated Aggregate Fair Value
Outstanding at January 1	—	$	—	$	—
Granted	88,200	35.14		3,099,032
Vested	—	—		—
Forfeited	—	—		—
Outstanding at June 30	88,200	35.14		3,099,032
Authorized future grants	46,800

During the six months ended June 30, 2024 and 2023, the Company recognized approximately $0.5 million and $0.7 million, respectively, of stock-based compensation expense. As of June 30, 2024, estimated future stock-based compensation expense related to unvested awards under both plans is approximately $4.3 million.