Michael McLaren
SAFE & GREEN HOLDINGSAbout Michael McLaren
Michael McLaren was appointed Chief Executive Officer and a director of Safe & Green Holdings Corp. (SGBX) on January 3, 2025 . He brings 30+ years of leadership experience in the energy industry, including mergers and acquisitions and field services, and is a developer and patent holder of energy and green technologies, with master’s degrees in science and business from the University of British Columbia . Under his leadership, the company executed strategic transactions (e.g., April–July 2025 financings and warrant exchange into Series B Preferred) and completed the NAHD merger adding oil & gas assets; however, SGBX continues to report operating losses and going-concern risk amid multiple debt defaults and litigation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various energy startups (not specified) | Founder; developer/patent holder | Not disclosed | Led innovative energy solutions and manufacturing systems; patents and green technologies referenced in 8-K bio |
External Roles
No other current public company directorships or named external board roles were disclosed for McLaren in company filings .
Fixed Compensation
| Component | Terms | Effective Date | Source |
|---|---|---|---|
| Base Salary | $250,000; increases to $400,000 upon closing of a capital event that cures Nasdaq stockholders’ equity deficiency | Jan 5, 2025 | |
| Signing Bonus | $50,000 payable within 30 days of effective date | Jan 5, 2025 | |
| Benefits | Eligible for group health/disability plans; minimum 3 weeks vacation | Jan 5, 2025 | |
| Expense Reimbursement | Reasonable, necessary expenses; prior approval for >$500 | Jan 5, 2025 |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Timing | Source |
|---|---|---|---|---|---|
| Long-term incentive bonus | Range 2x–4x base salary (Board-approved) | Not specified | Not disclosed | Not disclosed | |
| Equity awards (RSUs/Options) | Discretionary (Board-approved) | Not specified | Not disclosed | Accelerated upon termination without cause (see severance) |
Performance metric linkage: McLaren’s agreement does not specify formulaic financial metrics (e.g., revenue, EBITDA, TSR) for incentives; awards are Board-approved without disclosed targets .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership | 1,216,000 shares; 12.01% of outstanding as of July 22, 2025 | |
| Pledging/Hedging | Company policy prohibits hedging and pledging by officers/directors absent Audit Committee exemption; no exemptions granted | |
| Director equity program | Non-employee directors receive RSUs; McLaren, as employee director, does not participate |
Related-party equity issuance:
- SGBX issued 1,216,000 shares of common stock during 9M 2025 in connection with forgiveness of accrued interest tied to a note payable involving the company’s chief executive officer; amount recorded to additional paid-in capital of $494,912 . This unusual related-party arrangement warrants scrutiny for alignment and governance.
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Term | Initial 2-year term from Jan 6, 2025; auto-renewal for 1-year periods unless 60 days’ notice | |
| Termination for Cause | Defined causes include conviction of felony involving property/money; breach; willful failure after written notice; disability standards set | |
| Severance (without Cause) | Severance equal to remaining salary/benefits of current Term, capped at one year; includes COBRA health insurance, accelerated vesting of RSUs, earned project/performance bonuses, accrued vacation | |
| Non-compete/Non-solicit | One year post-termination; broad competitive scope; accounting consulting exception noted | |
| Confidentiality & Injunctive Relief | Standard confidentiality and injunctive relief provisions |
Change-of-control terms: No explicit double/single-trigger CIC severance was disclosed in the employment agreement –.
Board Governance
- Roles: McLaren serves as Chairman and CEO (combined roles) . Lead Independent Director is Christopher Melton with defined responsibilities (agenda approval, independent director meetings, liaison functions) .
- Independence: McLaren is not independent; a majority of the Board is independent, and all Audit, Compensation, and Nominating/ESG committee members are independent .
- Committees: McLaren is a member of the Executive Committee; Audit (Melton—Chair, Verma, Anderson); Compensation (Meharey—Chair, Anderson, Verma); Nominating/ESG (Verma—Chair, Melton) .
- Meetings & attendance: FY 2024—Board held 16 meetings; Audit (4), Compensation (5), Nominating/ESG (6). Directors attended ≥75% of meetings .
- Anti-hedging/anti-pledging: Prohibits hedging and pledging absent Audit Committee exemption (none granted) .
Dual-role implications:
- Combined Chair/CEO elevates dependence on Lead Independent Director and executive sessions for oversight. The Board asserts this structure enhances decisive leadership during turbulent conditions but may present independence perception risks; mitigations include majority-independent Board and a Lead Independent Director role .
Director Compensation (Context)
| Cash Retainers (2024) | Amount | Source |
|---|---|---|
| Annual Board retainer | $80,000 | |
| Lead Independent Director | $5,000 | |
| Committee Chair (Audit/Comp/Nominating-ESG) | $5,000 each | |
| Equity | RSUs with ~$80,000 grant-date value vesting quarterly over 2 years |
Note: As an employee director, McLaren does not receive non-employee director compensation .
Performance & Track Record
Company performance under/around McLaren’s tenure reflects capital actions and continued operating challenges.
| Metric | 9M 2024 | 9M 2025 | Q3 2025 | Source |
|---|---|---|---|---|
| Revenue ($) | $3,932,592 | $2,338,870 | $1,051,165 | |
| Gross Profit (Loss) ($) | $(314,561) | $(1,626,395) | $(308,172) | |
| Operating Loss ($) | $(5,021,927) | $(8,027,488) | $(2,507,726) | |
| Net Loss ($) | $(10,456,396) | $(12,636,410) | $(5,315,872) | |
| Construction Backlog ($) | $1,182,955 (end of period) | $575,551 (end of period) | n/a | |
| Cash & Equivalents ($) | $256,957 (end of period) | $3,021,757 (end of period) | n/a | |
| Stockholders’ Equity ($) | n/a | $24,935,557 (end of period) | n/a |
Additional context:
- Going concern uncertainty persisted as of Q3 2025 due to losses, negative working capital, and financing needs .
- Capital structure actions in 2025 included April private placement and July exchange of warrants into 60,000 Series B Preferred; reverse stock split 1-for-64 on Sept 8, 2025; NAHD merger added oil & gas assets and goodwill .
- Prosperity Bank line of credit ($2.0M) for Olenox is secured by a company CD and includes a commercial guaranty by Michael McLaren, indicating personal alignment but also potential risk concentration .
Compensation Structure Analysis
- Increased guaranteed cash only upon achieving a capital event tied to Nasdaq equity compliance (base moves from $250k to $400k), linking fixed pay to capital structure improvement rather than operating metrics .
- Incentives are discretionary (Board-approved), with a broad 2x–4x salary range and no disclosed quantitative performance metrics (e.g., revenue, EBITDA, TSR), limiting transparency on pay-for-performance alignment .
- Severance provides accelerated RSU vesting on termination without cause (single-trigger), potentially reducing retention frictions but increasing at-risk equity realization independent of performance at termination .
- Anti-hedging and anti-pledging policies strengthen alignment, with no pledging exemptions granted .
Risk Indicators & Red Flags
- Going-concern risk and multiple debt defaults; extensive short-term notes and cash advance agreements; defaulted acquisition notes –.
- Heavy use of dilutive financings and reverse stock splits; warrant exchanges into preferred stock and conversions at discounts –.
- Active litigation docket (vendor, lease, card, DIA note dispute), adding execution and cash flow risk –.
- Related-party share issuance for CEO-related interest forgiveness raises governance questions on processes and fairness .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting included advisory Say-on-Pay and Say-When-on-Pay proposals; Board recommended “FOR” and annual frequency; specific vote outcomes not included in the proxy excerpts cited here .
Compensation Committee & Peer Benchmarking
- Compensation Committee is fully independent and engaged Haigh & Company as independent consultant to develop salary/bonus/equity framework; peer group details not disclosed in available excerpts .
Investment Implications
- Alignment: Anti-pledging/hedging and substantial disclosed share ownership (12.01%) align McLaren’s interests with shareholders .
- Transparency: Incentive structure lacks disclosed quantitative performance metrics, and severance includes accelerated vesting; consider engagement to define measurable KPIs (revenue/EBITDA/TSR) and clarify CIC terms .
- Execution: Strategic pivots (oil & gas via NAHD) improved assets and equity, but revenue trends, backlog decline, ongoing losses, and litigation indicate elevated execution and financing risk –.
- Governance: Combined Chair/CEO heightens reliance on Lead Independent Director and committee oversight; monitor board independence and executive committee activity .
- Trading Signals: Continued capital raises, reverse splits, preferred conversions, and debt restructurings suggest near-term dilution risk; watch for cash generation, backlog growth, and margin traction before re-rating .
All values are from company filings as cited.