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Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors | 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 employee stock options. The fair value of options granted is determined at the time of each award 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 is 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 rates, 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 U.S. 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 Options Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company’s directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. 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 of Directors. If a director elects to their have 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 twelve months ended December 31, 2024, 10,526 shares were credited to director's deferred fee accounts and 7,970 shares were issued. As of December 31, 2024, the director's deferred fee accounts total 125,917 shares. Effective May 13, 2022, the Compensation Committee granted options to purchase 248,000 shares (25,745 incentive stock options and 222,255 nonqualified stock options) to 19 Company officers and 11 Company Directors (the “2022 Options”), which expire on May 12, 2032. The officers’ 2022 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2022 Options were immediately exercisable. The exercise price of $47.90 per share was the closing market price of the Company's common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2022 Options to be $1.8 million, of which $1.6 million and $229,350 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $229,350 was charged to expense as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest. Effective May 12, 2023, the Compensation Committee granted options to purchase 253,500 shares (31,509 incentive stock options and 221,991 nonqualified stock options) to 18 Company officers and 12 Company Directors (the “2023 Options”), which expire on May 11, 2033. The officers’ 2023 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2023 Options were immediately exercisable. The exercise price of $33.79 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2023 Options to be $1.4 million, of which $1.2 million and $195,900 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $195,900 was charged to expense as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during the four years the options vest. The following table summarizes the assumptions used in the valuation of the 2023 and 2022 option grants. During the year ended December 31, 2024, stock option expense totaling $0.7 million was included in general and administrative expense in the Consolidated Statements of Operations. As of December 31, 2024, the estimated future expense related to unvested stock options was $1.0 million.
| Directors |  | Officers
Grant date | May 12, 2023 | May 13, 2022 |  | May 12, 2023 | May 13, 2022
Exercise price | $ | 33.79 |  | $ | 47.90 |  |  | $ | 33.79 |  | $ | 47.90 |
Fair value per option | $ | 6.53 |  | $ | 8.34 |  |  | $ | 6.06 |  | $ | 7.66 |
Volatility | 0.319 | 0.300 |  | 0.288 | 0.271
Expected life (years) | 5.0 | 5.0 |  | 7.0 | 7.0
Assumed yield | 4.94 | % | 4.90 | % |  | 4.96 | % | 4.93 | %
Risk-free rate | 3.45 | % | 2.89 | % |  | 3.45 | % | 2.95 | %
The table below summarizes the option activity for the years 2024, 2023, and 2022:
| 2024 |  | 2023 |  | 2022
| Shares |  | Weighted Average Exercise Price |  | Shares |  | Weighted Average Exercise Price |  | Shares |  | Weighted Average Exercise Price
Outstanding at January 1 | 1,820,000 |  |  | $ | 49.41 |  |  | 1,768,375 |  |  | $ | 51.28 |  |  | 1,601,250 |  |  | $ | 51.73 |
Granted | — |  |  | — |  |  | 253,500 |  |  | 33.79 |  |  | 248,000 |  |  | 47.90 |
Exercised | (10,625) |  |  | 33.79 |  |  | — |  |  | — |  |  | (26,875) |  |  | 44.44 |
Expired/Forfeited | (626,375) |  |  | 51.29 |  |  | (201,875) |  |  | 46.20 |  |  | (54,000) |  |  | 52.60 |
Outstanding December 31 | 1,183,000 |  |  | 48.55 |  |  | 1,820,000 |  |  | 49.41 |  |  | 1,768,375 |  |  | 51.28 |
Exercisable at December 31 | 943,250 |  |  | 50.64 |  |  | 1,370,125 |  |  | 52.02 |  |  | 1,237,250 |  |  | 52.76 |
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 10,625 options exercised in 2024. There were no options exercised in 2023. The intrinsic value of options exercised in 2024 was $58,200. The intrinsic value of options outstanding and exercisable at year end 2024 was $0.9 million and $0.3 million, respectively. The intrinsic value of options outstanding and exercisable at year end 2023 was $1.2 million and $0.2 million, respectively. At December 31, 2024, the final trading day of calendar 2024, the closing price of $38.80 per share was used for the calculation of aggregate intrinsic value of options outstanding and exercisable at that date. The weighted average remaining contractual life of the Company’s exercisable and outstanding options at December 31, 2024 are 4.3 and 4.9 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. 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. 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. 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. The following table summarizes the 2024 restricted share awards:
| Directors |  | Officers
Grant date | May 20, 2024 |  | May 17, 2024 |  | December 5, 2024
Target restricted shares | 18,000 |  | 70,200 |  | 11,700
Change in awards based on performance | — |  |  | 5,850 |  |  | — |
Closing price per share | $ | 37.52 |  |  | $ | 38.10 |  |  | $ | 40.35 |
Fair value per share | 34.63 |  | 38.08 |  | 36.44
During the year ended December 31, 2024, restricted stock compensation expense totaled $0.5 million, which was included in general and administrative expense in the Consolidated Statement of Operations. As of December 31, 2024, the estimated future expense related to unvested restricted stock grants was approximately $3.2 million. The table below summarizes the restricted stock activity for the year ended December 31, 2024:
| Number of Shares |  | Weighted Average Estimated Fair Value Per Share |  | Estimated Aggregate Fair Value
Outstanding at January 1 | — |  |  | $ | — |  |  | $ | — |
Granted | 99,900 |  |  | 35.29 |  |  | 3,525,351 |
Vested | — |  |  | — |  |  | — |
Change in awards based on performance | 5,850 |  |  | 33.73 |  |  | 197,309 |
Forfeited | — |  |  | — |  |  | — |
Outstanding at December 31 | 105,750 |  |  | 35.20 |  |  | 3,722,660 |
Authorized future grants | 35,100 |  |  |  |  |
During the year ended December 31, 2024 and 2023, the Company recognized approximately $1.2 million and $1.2 million, respectively, of stock-based compensation expense. As of December 31, 2024, estimated future stock-based compensation expense related to unvested awards under both plans is approximately $4.2 million. The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Policy”). The Company’s Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K.

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