Patricia Kaelin
SAFE & GREEN HOLDINGSAbout Patricia Kaelin
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Safe & Green Holdings Corp. since May 1, 2023; age 60; member of the AICPA. Prior roles include CFO positions in construction, real estate, manufacturing and healthcare; education: B.S. in Business Administration (Accounting), California State University–Fullerton; began career at BDO USA where she earned her CPA certificate . Company performance context during her tenure: revenues declined from $24.39M in FY2022 to $4.98M in FY2024, while EBITDA remained negative across these years (see table below) . SGBX’s proxy-reported pay-versus-performance TSR metric shows an initial $100 investment value of $687.59 in 2023, highlighting extreme volatility in the period overlapping her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Buddies Brand (private CPG) | Chief Financial Officer | Oct 2021 – May 2023 | Led finance for West Coast CPG operations |
| 1933 Industries, Inc. (public CPG) | Chief Financial Officer | Mar 2020 – Oct 2021 | Public-company CFO across U.S. operations |
| CliftonLarsonAllen (CLA) | CFO, Business Operations | Mar 2019 – Mar 2020 | Operational finance leadership; fractional CFO engagements |
| TGG Accounting | Consulting CFO (fractional) | Oct 2017 – Mar 2019 | Outsourced CFO for SMBs across industries |
| BDO USA, LLP | Public Accounting | ~7 years | Audit/tax foundation; earned CPA |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AICPA | Member | N/A | Professional membership |
Fixed Compensation
| Component | 2023 | 2024 (Board Action/Guidance) | Notes |
|---|---|---|---|
| Base Salary | $250,000 initial; increased to $300,000 effective July 26, 2023 (retroactive to May 1, 2023) | Compensation Committee recommended $350,000; approved by Board Feb 27, 2024 | Two-year initial term beginning May 1, 2023 |
| Target Bonus % | Up to 20% of base salary (discretionary; objectives set by Board) | Up to 20% of base salary (structure unchanged) | Metrics not disclosed; discretionary framework |
| Actual Bonus Paid/Approved | $100,000 for 2023 (approved Feb 27, 2024; payable in cash, equity or combination) | Not disclosed | Approved post-year; amount excluded from 2023 SCT table |
Performance Compensation
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Cash Incentive Plan | Metric | Weighting | Target | Actual | Payout | Vesting | |---|---|---|---|---|---| | Discretionary objectives (not disclosed) | Not disclosed | Not disclosed | Achieved per Board approval for 2023 bonus | $100,000 (approved Feb 27, 2024) | Cash/equity or combination (as determined) |
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Equity Incentives | Award Type | Grant Date | Shares/Units | Terms | Vesting | |---|---|---|---|---| | RSUs (employment grant) | May 10, 2023 | 60,000 RSUs (3,000 post 1-for-20 split) | Granted under stock incentive plan | DEF 14A states fully vested upon issuance ; Employment agreement provides quarterly pro-rata vesting over 18 months | | RSUs (annual award) | Feb 27, 2024 (Board approval) | 15,000 RSUs (reported as 300,000 pre-split in Form 4) | Annual equity grant for 2024 | Not disclosed |
Note: The Kaelin Employment Agreement provides 60,000 restricted shares vesting quarterly over 18 months , whereas the 2024 DEF 14A discloses the May 10, 2023 RSUs were fully vested upon issuance . This discrepancy suggests Board action or subsequent modification; investors should rely on the DEF 14A vesting disclosure for accounting outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 11,750 shares (less than 1%) as of July 22, 2025 |
| Ownership % of Shares Outstanding | Calculated ≈0.12% based on 11,750 owned and 10,124,022 shares outstanding as of July 22, 2025 |
| Vested vs Unvested | Employment RSUs disclosed as fully vested upon issuance (May 10, 2023) ; current unvested holdings not disclosed |
| Options (Exercisable/Unexercisable) | None disclosed for Kaelin; outstanding options table shows no options |
| Pledging/Hedging | Company policy prohibits hedging and pledging absent Audit Committee exemption; no exemptions granted since adoption |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term Element | Disclosure |
|---|---|
| Start Date & Role | Appointed CFO May 1, 2023; Principal Financial Officer and Principal Accounting Officer |
| Contract Term | Initial two-year term |
| Severance | Termination without cause on/after Sept 30, 2023: one year’s base salary and benefits |
| Change of Control | Not disclosed |
| Non-Compete/Non-Solicit | One-year post-termination non-compete and non-solicit of employees and clients; confidentiality provisions apply |
| Clawback | Not disclosed |
| Perquisites | 2023: $1,000 cell phone allowance |
| Retirement/401(k) | Executives eligible for 401(k); employer match disclosed for another executive (Rogers) but not for Kaelin |
Company Performance Context (for pay–performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $24,393,946 | $16,523,080 | $4,976,618 |
| EBITDA ($USD) | -$6,655,564* | -$15,214,834* | -$7,613,016* |
*Values retrieved from S&P Global.
- Proxy-reported TSR (value of initial $100 investment): $32.98 (2021), $72.87 (2022), $687.59 (2023) .
Investment Implications
- Compensation alignment: Kaelin’s cash pay features a modest discretionary bonus (20% target), and equity grants are present but not option-heavy—reducing leverage to share price compared with options. The 2023 RSU grant is disclosed as fully vested upon issuance, which weakens long-term retention lock-in; annual RSU awards (e.g., 2024) add continuing equity exposure but vesting terms are not detailed .
- Retention risk and severance: One-year severance and a one-year non-compete/non-solicit provide moderate retention/transition protection; change-of-control economics are not disclosed—creating uncertainty around potential exits during strategic transactions .
- Insider selling pressure: Quarterly vesting (per employment agreement) would have introduced episodic supply through Oct 2024, but DEF 14A indicates full vesting at grant for 2023 RSUs; monitoring future Form 4s (e.g., Feb 29, 2024 300,000 pre-split RSUs reported) remains prudent for trading signals .
- Governance and alignment: Anti-hedging/anti-pledging policy without exemptions enhances alignment; beneficial ownership is small (≈0.12%), suggesting limited “skin-in-the-game” at current levels, though continuing RSU grants increase exposure over time .
- Execution risk context: Revenues declined materially from FY2022 to FY2024 and EBITDA remained negative, indicating ongoing operational turnaround requirements; investors should evaluate whether incentive structures are sufficiently performance-based to drive revenue/EBITDA recovery .