Jill Anderson
SGBXAbout Jill Anderson
Jill Anderson, age 50, is an independent director of Safe & Green Holdings Corp. (SGBX). She was appointed to the Board on August 30, 2023 and initially joined the Audit Committee; her background spans 20+ years advising life sciences and healthcare companies across corporate, regulatory, privacy/security, employment, marketing/sales, real estate and litigation matters . She is Chief Legal Officer and Privacy Officer of miR Scientific (since August 2020), previously a partner at Moses & Singer LLP (2006–2020), with prior legal roles at Dana-Farber Cancer Institute and Mass General Brigham; she holds a J.D. (Widener University) and B.S. in Pre‑Medicine (Rutgers), and completed NYU Law’s 2023 Program on Corporate Compliance & Enforcement training in board governance, risk, ESG and DEI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| miR Scientific | Chief Legal Officer & Privacy Officer | Aug 2020–present | Leads legal, compliance, data privacy/security across precision healthcare operations |
| Moses & Singer LLP (NYC) | Partner, Healthcare and Privacy & Cybersecurity | Dec 2006–Aug 2020 | Advised healthcare clients on corporate/regulatory and cybersecurity matters |
| Dana-Farber Cancer Institute | Legal roles | Not disclosed | In‑house legal experience in leading oncology institution |
| Mass General Brigham (Partners Healthcare) | Legal roles | Not disclosed | In‑house legal experience in major healthcare system |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fight Cancer Global (nonprofit) | Director | Not disclosed | Patient‑centric advocacy; board service disclosed in SGBX proxy |
| NYU School of Law — PCCE Program | Trainee (Board Governance, Risk, ESG/DEI) | 2023 | Completed governance effectiveness training |
Board Governance
- Current committee memberships (latest proxy disclosures): Audit Committee member; Compensation Committee member; Nominating/ESG Committee membership appears in nominee footnotes but the detailed committee table shows the Nominating/ESG Committee comprised of Verma (Chair) and Melton; Audit Chair is Melton; Compensation Chair is Meharey .
- Independence: The Board determined Ms. Anderson is independent under Nasdaq Listing Rule 5605 and Exchange Act Rules 10A‑3 and 10C‑1; SGBX’s Audit, Compensation, and Nominating/ESG Committees are fully independent .
- Attendance/engagement: The Board held 16 meetings in 2024; Audit met 4 times, Compensation 5, Nominating/ESG 6; all incumbent directors attended ≥75% of Board/committee meetings; Jill Anderson attended the 2024 Annual Meeting in person .
- Lead Independent Director: Christopher Melton serves as Lead Independent Director, with responsibilities including agendas, independent director meetings, and liaison with shareholders .
Fixed Compensation
| Component | Policy (2024 program) | Jill Anderson – Actual 2024 |
|---|---|---|
| Annual Board Retainer (cash, payable quarterly; directors may elect equity) | $80,000 | $60,000 cash fees |
| Committee Chair fees | $5,000 per chair (Audit, Compensation, Nominating/ESG) | $0 (not a chair per committee table) |
| Lead Independent Director fee | $5,000 | N/A |
| Per‑meeting fees | None | None disclosed |
| Payment form | Fees owed for 2024 to be paid Q1 2025 in RSUs or options, at director’s election | Program applies |
Performance Compensation
| Equity Component | Structure | Jill Anderson – Disclosed Grants/Values |
|---|---|---|
| Annual RSU grant (2024 program) | RSUs with ~$80,000 grant date value; vest quarterly over two years, subject to continued service | Stock awards aggregate grant date fair value $81,421; total 2024 compensation $141,421 |
| 2023 director equity treatment | 2023 RSUs granted to directors; accelerated vesting actions on May 4, 2023 for certain directors (with tax reimbursement); directors owed equity for 2023 to be paid in Q1 2024 at election | For 2023 compensation (paid 2024), Ms. Anderson received 1,886 options and 4,667 RSUs (amounts adjusted for reverse split) |
| Performance metrics | None for director equity; time‑based vesting only (no TSR/EBITDA/ESG targets) | No director‑level performance metrics disclosed |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Fight Cancer Global | Nonprofit | Director | No SGBX related‑party transactions disclosed involving Ms. Anderson |
No other public company directorships for Ms. Anderson are disclosed in SGBX’s proxies/8‑Ks .
Expertise & Qualifications
- Legal/compliance/privacy leadership in healthcare and life sciences; scientific literacy; data privacy and cybersecurity expertise .
- Governance/board effectiveness training (NYU Law PCCE 2023) .
- Not designated as the Audit Committee Financial Expert (Melton is designated) .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Aug 1, 2024 | 6,930 | <1% | SGBX beneficial ownership table |
| Jul 22, 2025 | 45,993 | <1% | SGBX DEF 14A principal stockholders table (10,124,022 shares outstanding) |
| Nov 21, 2025 | 418 | <1% | SGBX PRE 14A principal stockholders table; later share count snapshot reflects corporate actions |
- Anti‑hedging/anti‑pledging: SGBX prohibits hedging and—unless Audit Committee grants an exemption—the pledging of company securities; no exemptions have been granted since adoption .
- Section 16 compliance: Delinquent filers named in proxies do not include Jill Anderson; her filings are reported as timely .
Governance Assessment
- Independence and committee roles: Ms. Anderson strengthens independent oversight across Audit and Compensation. The committee table indicates she is a member (not chair), while nominee footnotes list her as Audit Chair—investors should rely on the detailed committee roster showing Melton as Audit Chair and Meharey as Compensation Chair; the inconsistency appears editorial in nominee tags .
- Attendance/engagement: ≥75% attendance and in‑person participation at the 2024 Annual Meeting support high engagement .
- Compensation alignment: Director pay mixes cash plus time‑vested RSUs with no performance conditions; Ms. Anderson’s 2024 stock award value was $81,421 and cash fees $60,000. Lack of performance‑conditioned equity for directors is typical but offers limited direct pay‑for‑performance linkage .
- Consultant independence: The Compensation Committee uses Haigh & Company as an independent advisor; independence assessed and confirmed—positive governance practice .
- Conflicts/related party: Item 404 reviews and related‑party policies are overseen by Audit; no related‑party transactions disclosed involving Ms. Anderson; anti‑pledging policy in place—favorable alignment .
- Board signals and red flags to monitor:
- Capital structure actions (reverse stock split; large authorized share increase; issuance proposals) approved/advanced by the Board can be dilutive; while not specific to Ms. Anderson, as Audit/Comp member she participates in governance overseeing such actions—investors should monitor balance of capital needs versus dilution .
- Accelerated vesting and tax reimbursement for certain director RSU grants in 2023 (other directors, not Ms. Anderson) is shareholder‑unfriendly if repeated and merits scrutiny of compensation discretion .