Saul Centers : Charter dated 5/9/2025

Published: 2025-05-22 17:08:07 ET BFS

Published on 05/22/2025 at 17:08

SAUL CENTERS, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose:

The purpose of the Nominating and Corporate Governance Committee ("Committee") of Saul Centers, Inc. (the "Company") is to provide counsel to the Board of Directors of the Company ("Board") with respect to: (a) identifying and recommending to the Board individuals, consistent with criteria approved by the Board, to stand for election and reelection to the Board by the Company's stockholders at the Company's Annual Meeting of Stockholders and to fill vacancies that may arise from time to time; (b) developing and making recommendations to the Board for the creation, and ongoing review and revision of a set of effective corporate governance principles that promote the competent and ethical operation of the Company (the "Guidelines"), a policy governing ethical business conduct of all Company employees (the "Ethical Conduct Policy") and a policy governing ethical conduct of the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, required pursuant to Item 406 of Regulation S-K of the Securities Exchange Act of 1934 (the "SOX Ethics Policy"); (c) making recommendations to the Board as to the structure and membership of committees of the Board; and (d) fulfilling the duties set forth below and such other responsibilities as may be delegated to the Committee by the Board from time to time.

Composition:

The Committee shall be composed of two or more directors who are "independent," as such term is defined from time to time in the Securities Exchange Act of 1934 (the "Exchange Act"), the New York Stock Exchange Listed Company Manual (the "NYSE Manual") and other laws and regulations applicable to the Company and the Committee. Prior to approving a director's appointment to the Committee, the Board shall have determined, upon the advice of the Committee, that such director satisfies the foregoing independence requirements as well as any additional independence requirements established from time to time by the Committee in the Guidelines.

The initial Committee members shall be elected by the Board and will serve until their successors are duly elected and qualify. Once established, the Committee, after consultation with the Chief Executive Officer of the Company ("CEO"), shall recommend, for approval of the full Board, one of its members to serve as Chairman of the Committee. In addition, from time to time as it sees fit, the Committee, after consultation with the CEO, shall recommend to the full Board for its approval the removal of directors from the Committee or the appointment of additional directors to the Committee. In making those recommendations, the Committee shall take into account any factors identified in this Charter.

The Committee may form and delegate authority to subcommittees when appropriate.

Compensation:

The Chairman of the Committee and each member of the Committee shall be entitled to compensation for being the Chairman or member of the Committee, as applicable, and for meeting attendance as such fees are established from time to time by the Board in accordance with the Guidelines. Each member of the Committee shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred by such member in attending meetings of the Committee and in performing his/her duties as a member of the Committee. No member of the Committee shall receive from the Company any compensation other than his/her fees for serving as a director and a member of the Committee or any other committee of the Board.

Meetings:

The Committee shall meet at least one (1) time per year in person or telephonically, which meeting shall be held at some time prior to the Company's Annual Meeting of Stockholders, and at such other times as determined by the Chairman of the Committee to be necessary or appropriate for the Committee to carry out its duties and responsibilities. Meetings of the Committee shall be called by the Secretary of the Company upon the request of the Chairman, the CEO or majority of the members of the Committee. Except for the regular annual meeting of the Committee, notice of any meeting of the Committee shall be given in the manner provided for in the Bylaws of the Company for meetings of the Board and its committees.

The provisions set forth in the Company's Bylaws for meetings (including meetings by conference telephone or similar communication equipment) of the Board and its committees shall govern the action without meeting, notice, waiver of notice, quorum and voting requirements for all meetings of the Committee.

The Committee shall be required to keep a record of its actions and proceedings and shall report to the Board at the next meeting of the Board following the Committee meeting with such report to include recommendations for Board actions when appropriate.

Director and Nominee Criteria:

Individuals should meet the following specific minimum qualifications to be considered for Board membership and for continuing service on the Board:

Independence - A majority of the directors serving on the Board at any one time must be independent, as defined from time to time by applicable law, including, without limitation, the regulations promulgated by the Securities and Exchange Commission and the listing standards of the NYSE.

Integrity and Accountability - Directors must demonstrate high ethical standards and integrity and be accountable for their decisions and actions made in connection with their service on the Board. No individual will be nominated to be a director of the Company where the Committee has determined, in its reasonable discretion, that the individual has demonstrated a lack of ethical standards as evidenced by a material violation of applicable law, regulations, stock exchange listing standards or the Company's Code of Business Conduct and Ethics.

Judgment - Directors should be able to provide thoughtful counsel on a broad range of issues.

Financial Literacy - All Board members should have financial literacy sufficient to monitor the Company's financial performance.

Openness - Board members should be willing to listen and be open to the consideration of other opinions, as well as the ability to effectively communicate their own ideas.

Performance Standards - Directors should be committed to Company achievement of exceptional performance standards to benefit customers, shareholders, employees, and its communities.

Time Commitment - Directors must have the willingness and ability to commit sufficient time and attention to the activities of the Company.

In addition to the specific minimum qualifications listed above, the Committee will consider a range of desirable core competencies as beneficial to the Board. The Board as a whole, not any individual director, should possess the following specific qualities or skills:

Accounting and Finance - The Board should include directors with expertise in management or oversight of financial accounting and control.

Business Judgement - Directors should have a record of making sound business decisions.

Management Knowledge - Directors should be cognizant of current general management trends and "best practices."

Industry Knowledge - It is desirable for directors to have relevant knowledge and experience specific to one or more of the following real estate areas: land use entitlements, income property investments, publicly traded real estate companies, or development of real estate in the Washington, D.C. metropolitan area or other directly related areas, construction, real estate law, real estate debt investing, real estate finance, or real estate accounting.

Leadership - The Board should include directors who can and will motivate and require high-performance by management.

Strategy and Vision - Directors should be capable of questioning, approving, and monitoring the Company's strategic plans, and providing insight and directional focus.

Local Knowledge - It is desirable that several of the directors live or work in the Washington, D.C. metropolitan area, and have developed both local and state business, political, and governmental contacts that could be beneficial to the Company.

Public Company or Other Board Experience - It is desirable that a majority of the directors have served on the board of other public companies, private companies or governmental entity boards or who have served as an executive with a public company.

Equal Opportunity - It is desirable that the directors to have a broad mix of experience, skills and backgrounds collectively reflecting the strategic needs of the business and the nature of the environment in which the Company operates. The Committee is committed to evaluating all candidates fairly and to ensuring that all individuals have equal opportunity for consideration based on their qualifications and ability to contribute effectively to the Board's oversight responsibilities.

Duties, Powers and Responsibilities:

The duties, powers and responsibilities of the Committee shall include the following:

Developing and recommending the Guidelines to the Board

Developing and recommending the SOX Ethics Policy to the Board

Recommending to the Board the names of qualified persons to fill vacancies on the Board as they occur

Recommending to the Board prior to each Annual Meeting of Stockholders a slate of nominees for election or reelection to the Board seats which are up for election at such annual meeting

Seeking out and evaluating candidates to serve on the Board who exhibit the criteria for director candidates established in the Guidelines from time to time

Considering suggestions for Board membership submitted by stockholders in accordance with the notice provisions and procedures set forth in the Company's Bylaws

Recommending to the Board, after consultation with the CEO and subject to the provisions of the Guidelines, the membership of the Board's committees, including a chairman for each of those committees

Recommending to the Board the size of the Board in light of the operating requirements of the Company

Recommending to the Board the removal of directors from the Board or any of the Board's committees

Making initial determinations for recommendation to the Board as to whether each director or director candidate is independent for purposes of service on the Board and on the Board's committees

Reviewing periodically, both independently and with the Company's outside counsel, in light of changing conditions, new legislation, regulations and other developments, the Company's Guidelines and other corporate governance matters and making recommendations to the Board with respect to modifications to the Guidelines and other corporate governance matters as the Committee deems appropriate

Reviewing periodically, both independently and with the Company's outside counsel, in light of changing conditions, new legislation, regulations and other developments, the Company's Ethical Conduct Policy and SOX Ethics Policy and making recommendations to the Board with respect to adoption and modification of such policies as the Committee deems desirable

Evaluating the performance of the Board and each director on an annual basis

Overseeing the evaluation of Company management

Providing to the Board a report on the Committee's activities after each meeting of the Committee

As the Committee deems necessary and in its sole power, retaining and terminating a search firm or similar consultant to identify potential director candidates, and approving all fees and terms of any such engagement

Performing such other duties and responsibilities as may be delegated to the Committee by the Board from time to time

Limitations on Authority:

The selection and nomination of any directors to be selected by the holders of any class of the Company's preferred shares of beneficial interest will not be subject to the selection or nomination process of the Committee.

Annual Performance Evaluation:

The Committee shall on an annual basis conduct an evaluation of its performance.

Disclosure of Charter:

This charter will be made available on the Company's website at https://www.saulcenters.com.

Charter Version History

Approval Date

Revision Number

Revision Description

Approval

12/4/2003

1.0

Charter created

Board of Directors

12/8/2022

2.0

Charter reviewed - outside counsel and internal changes incorporated

Board of Directors

5/9/2025

3.0

Charter reviewed - outside counsel changes incorporated

Board of Directors

Disclaimer

Saul Centers Inc. published this content on May 22, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 22, 2025 at 21:07 UTC.