Christopher Melton
SGBXAbout Christopher Melton
Christopher Melton (age 52) has served on Safe & Green Holdings Corp.’s board since November 2011 and is the Lead Independent Director and Audit Committee Chair; the Board has designated him an “audit committee financial expert.” He brings 25+ years in finance and real estate, including portfolio management at Kingdon Capital (ran an $800M book), equity research at JPMorgan Investment Management, and real estate analysis at RREEF. He holds a B.A. from UC Berkeley (1995), completed the UCLA Anderson Director Education Program (2014), and earned certificates in Cybersecurity for Managers (MIT, 2021) and AI Strategy (Cornell, 2023).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kingdon Capital Management | Portfolio Manager; opened Japan office, set up research firm | 2000–2008 | Managed $800M media/telecom/Japan book; global research build-out |
| JPMorgan Investment Management | Vice President, Equity Research Analyst (REITs) | 1997–2000 | Helped manage $500M in REIT funds; fundamental coverage |
| RREEF Funds (Deutsche AM) | Senior Real Estate Equity Analyst | 1995–1997 | Real estate equity analytics for institutional portfolios |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Safety Shot Inc. (f/k/a Jupiter Wellness, Inc.) | Director | Since Aug 2019 | Public company directorship |
| SG DevCorp (Safe & Green Development Corp.) | Director | Since Apr 2023 | Majority-owned subsidiary board (interlock) |
| SRM Entertainment | Director | Since Aug 2023 | Public company directorship |
Board Governance
- Current committee assignments: Audit Chair; Nominating, Environmental, Social and Corporate Governance Committee Member; Executive Committee Member; Lead Independent Director. The Board has determined he is independent.
- Lead Independent Director responsibilities include: approving agendas/schedules, advising on board information quality, recommending committee chairs/members, calling meetings of independent directors, and acting as liaison with shareholders.
- Attendance and engagement: In FY 2024, the Board met 16 times; Audit/Compensation/Nominating Committees met 4/5/6 times; each incumbent director attended ≥75% of their meetings. Melton attended the 2024 Special Meeting and the 2023 Annual Meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (2024 schedule) | $80,000 | Paid quarterly; directors may elect RSUs or options instead of cash; 2024 fees to be paid in equity in Q1 2025 at director’s election |
| Lead Independent Director (2024 schedule) | $5,000 | Role premium |
| Audit Committee Chair (2024 schedule) | $5,000 | Chair premium |
| Compensation Committee Chair (2024 schedule) | $5,000 | Chair premium |
| Nominating/ESG Committee Chair (2024 schedule) | $5,000 | Chair premium |
| Director Compensation (FY 2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Christopher Melton | 67,500 | 56,306 | 123,806 |
Performance Compensation
| Equity Awards (Director Program) | Grant Date Value | Vehicle | Vesting Schedule | Notes |
|---|---|---|---|---|
| 2024 annual director grant (program design) | ~$80,000 | RSUs | Vests quarterly over 2 years, subject to continued service | |
| 2023 director grant (Melton) | ~$37,875 | 37,500 RSUs (adjusted to 1,875 post 1-for-20 split) | Vests quarterly over 2 years | Program remained in effect in 2023 |
| Accelerated vesting (Board action 5/4/2023) | N/A | 59,439 RSUs (2,972 post-split) — Melton | Vested in full 5/4/2023 | Company expects to reimburse directors for a portion of taxes due on acceleration (red flag) |
- No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for director equity awards; awards are time-vested, not performance-based.
Other Directorships & Interlocks
| Company | Nature of Interlock/Relationship | Potential Conflict Commentary |
|---|---|---|
| SG DevCorp | Subsidiary of SGBX; Melton is a director | Subsidiary board interlock can be acceptable; monitor related-party dealings and information flows (no specific related-party transactions disclosed for Melton) |
Expertise & Qualifications
- Audit Committee Financial Expert (Item 407(d)(5) Reg S-K) designation by the Board; strong financial literacy from buy-side and REIT research background.
- Real estate and finance domain expertise; cyber and AI oversight credentials (MIT Cybersecurity for Managers 2021; Cornell AI Strategy 2023), supporting risk oversight in audit and ESG domains.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christopher Melton | 53,115 | <1% | Includes 10 shares in retirement account and 4,424 held directly |
| Equity Positions (as of Dec 31, 2024) | Option Awards (#) | Stock Awards (#) |
|---|---|---|
| Christopher Melton | 42 | 4,406 |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging (unless Audit Committee exempts); no pledging exemptions have been granted — positive for alignment.
Governance Assessment
-
Strengths
- Independent director, Lead Independent Director, and Audit Chair with “financial expert” designation; governance roles suggest strong oversight capability.
- Good engagement: FY 2024 attendance threshold met; presence at shareholder meetings.
- Equity-in-lieu option for fees and annual RSU grants create alignment with shareholders (time-based vesting over two years).
-
Risk indicators and red flags
- Tax reimbursement for directors on accelerated vesting (May 4, 2023) resembles a tax gross-up and is shareholder-unfriendly. Highlight for future comp committee review.
- Board leadership remains combined CEO/Chair; reliance on Lead Independent Director is mitigant but still a structural risk for independence.
- Subsidiary interlock (SG DevCorp) warrants continued monitoring for related-party exposure; no specific Melton-related transactions disclosed.
-
Compensation structure signals
- Director pay mix includes cash retainers and equity grants; 2024 fees paid in equity at director election suggests increased equity alignment, but accelerated vesting and tax reimbursements reduce pay-for-performance rigor.
-
Independence and conflicts
- Board has affirmatively determined Melton is independent; audit/compensation/nominating committees fully independent — positive.
- No disclosed hedging/pledging by directors; no exemptions granted — positive.
Monitoring items: Ensure no further use of tax reimbursements; maintain robust oversight of subsidiary interactions; evaluate periodic separation of Chair/CEO to enhance independence.