Jim Pendergast
SAFE & GREEN HOLDINGSAbout Jim Pendergast
Appointed Chief Operating Officer of Safe & Green Holdings Corp. on January 16, 2025; age 64; tenured executive with 25+ years across energy, construction, manufacturing, and agriculture, with prior CEO/CFO/COO roles and board service. Education: MBA (International Business & Finance) from McMaster University; BA (Honors) in Political Studies & Economics from Queen’s University . Compensation structure includes base salary ($200,000), RSU grant (200,000 shares vesting quarterly over 18 months), and an annual performance bonus up to 20% of base, payable in cash and/or equity at Board discretion . The company disclosed it did not use financial performance measures to link NEO pay in 2023 in its Pay vs Performance section; no role-specific performance metrics for Pendergast are enumerated in filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGO Systems Ltd. | Chief Operating Officer | Not disclosed | Oversaw >50 construction projects |
| Paramount Structures Inc. | CEO/CFO | Not disclosed | Led acquisition and financial restructuring |
| FP Genetics Inc. | CEO | Not disclosed | Refocused company on profitable growth |
| Agrium Inc. | Business Development Lead | Not disclosed | Managed large-scale projects; investor representation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various (unspecified) | Board Director | Not disclosed | Governance, strategic planning, financial management |
Fixed Compensation
| Component | Current Terms | Notes |
|---|---|---|
| Base Salary ($USD) | $200,000 | Payable per Company payroll practices |
| Target Bonus (% of Base) | Up to 20% | Payable in cash and/or equity at Board discretion |
Performance Compensation
Annual Incentives
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual performance bonus | Up to 20% of base | Not disclosed | Not disclosed | Not applicable |
Equity Awards
| Award Type | Grant Date | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSUs | January 20, 2025 | 200,000 | Quarterly, pro-rata over 18 months of continuous service | Granted under Stock Incentive Plan |
Equity Ownership & Alignment
| Item | Status/Value | Notes |
|---|---|---|
| Beneficial Ownership (Common) | Less than 1% | Listed as “—” (no count) and “* less than 1%” in Principal Stockholders (July 22, 2025; 10,124,022 shares outstanding) |
| Vested vs Unvested Shares | Not disclosed | RSU vesting schedule disclosed; detailed vesting balances not provided |
| Options (Exercisable/Unexercisable) | Not disclosed | No option grants disclosed for Pendergast in filings reviewed |
| Hedging Policy | Prohibited | Short sales and derivative hedging prohibited |
| Pledging Policy | Prohibited unless Audit Committee exempts; no exemptions granted | No pledging exemptions granted since policy adoption |
| Stock Ownership Guidelines | Not disclosed | No guideline or compliance disclosure for executives found in filings reviewed |
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Start Date | January 16, 2025 | Appointed as COO |
| Initial Term | Two (2) years | Agreement effective Jan 20, 2025 |
| Auto-Renewal | 1-year extensions; either party may decline with ≥60 days’ notice before term end | |
| Non-Compete | 1 year post-termination | |
| Non-Solicit | 1 year post-termination | |
| Confidentiality | Included | |
| Change-of-Control | Not disclosed | No CoC provisions found for Pendergast in filings reviewed |
| Severance | Not disclosed | No COO severance terms disclosed in excerpts; Galvin’s historical severance separately described |
Compensation Committee Analysis
- Compensation Committee members (2025): Thomas Meharey (Chair), Jill Anderson, Samarth Verma; all independent under Nasdaq rules; Committee oversees executive pay and stock plans; Haigh & Company previously engaged (2022) as independent compensation consultant .
- Audit/Compensation governance summarized across 2024–2025 proxies; independence criteria and committee charters available on Company website .
Investment Implications
- Alignment: RSU grant (200,000 shares) vests quarterly through mid-2026, creating ongoing equity alignment; hedging/pledging prohibitions further align incentives .
- Retention risk: Two-year initial term with auto-renewal and 1-year non-compete/non-solicit provides retention/transition protections; lack of disclosed severance or CoC terms reduces guaranteed cash protections but increases at-risk equity reliance .
- Selling pressure: Quarterly RSU vesting could be associated with periodic Form 4 transactions; continuous monitoring of insider filings is warranted. Attempt to fetch Form 4 data for “Jim Pendergast” (2025 year-to-date) encountered an authorization error; set up watch for future filings [insider-trades tool call error].
- Performance linkage: Bonus structure allows up to 20% of base, but filings do not disclose specific performance metrics or targets for Pendergast; Company’s 2023 disclosure stated no financial performance measures were used to link NEO pay in that year, limiting visibility into pay-for-performance calibration .
Data coverage notes:
- Employment agreement and role details: 8-K (Jan 21, 2025) and FY2024 10-K (filed Apr 1, 2025) .
- Ownership and governance policies: DEF 14A (Aug 5, 2025) ; committee composition .
- Historical insider trades and TSR were attempted via skills but could not be retrieved due to authorization; maintain external monitoring and refresh when access permits.