Paul Galvin
SGBXAbout Paul Galvin
Paul M. Galvin (age 61 as of Aug. 1, 2024) has over 30 years of real estate development and finance experience. He served as CEO since April 2009 and director since 2011, including a stint as Interim CFO (May 18, 2022–May 1, 2023); by August 2025 he is listed as Former Chairman and Former CEO, remaining on the board but not independent . He holds a BS in Accounting from Le Moyne College and a Master’s in Social Policy from Fordham University; he was an adjunct professor at Fordham and received the Council of Churches of New York Outstanding Business Leadership Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safe & Green Holdings Corp. | Chairman & Chief Executive Officer | Apr 2009–2024; director since 2011; Interim CFO May 18, 2022–May 1, 2023 | Led spin-off and corporate actions; deep real estate/finance background |
| Yucaipa Investments subsidiary | Chief Operating Officer | Nov 2005–Jun 2007 | Monetized underperforming religious institution assets nationwide |
| Non-profit (public health & housing) | Founder/Leader | ~10 years (prior to real estate career) | Designed emergency food and shelter programs with NYC HRA and federal/state entities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Safe & Green Development Corp. (SG DevCorp) | Chair of Board (majority-owned subsidiary) | Since Feb 2021 | Subsidiary governance; SG DevCorp CEO David Villarreal is not independent at SGBX |
| Sisters of Charity Healthcare System | Advisory Board Member | 10 years | Healthcare system advisory |
| SentiCare, Inc. | Board Member | 6 years | Healthcare company board experience |
| Fordham University Graduate School of Social Welfare | Adjunct Professor | Prior period | Academic role |
Board Governance
- Independence: Not independent under Nasdaq rules (former executive); independent directors are Hawkins, Melton, Meharey, Anderson .
- Committee assignments: None listed for Galvin; current committees chaired by Melton (Audit), Meharey (Comp), Verma (Nominating/ESG) .
- Board leadership: Combined Chair/CEO held by Michael McLaren; Lead Independent Director is Christopher Melton .
- Attendance and engagement: Board met 16 times in FY2024; committees met 4/5/6 times (Audit/Comp/Nominating-ESG); all incumbent directors attended ≥75% of meetings; Galvin attended the 2024 special/annual meetings .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 16 |
| Audit/Comp/Nominating-ESG meetings | 4 / 5 / 6 | 4 / 5 / 6 |
| Galvin attendance rate | ≥75% of meetings | ≥75% of meetings |
Fixed Compensation
- Director fees: Mr. Galvin did not receive compensation for board service in 2023 or 2024 .
- Director fee schedule (context): Non-employee directors had an annual retainer of $80,000 and chair fees ($5,000 in 2024) payable in cash or equity; Galvin did not receive these .
| Year | Fees Earned (Cash) | Equity Awards | Notes |
|---|---|---|---|
| 2023 | $0 | $0 | Director comp paid to others; Galvin excluded |
| 2024 | $0 | $0 | 2024 director fees payable in equity to other directors; Galvin excluded |
Executive fixed compensation (historical, while CEO):
- Salary: $572,917 in 2023; base salary increased to $750,000 on Sept. 19, 2023 .
| Year | CEO Salary ($) | Notes |
|---|---|---|
| 2022 | $450,000 | Prior increases documented |
| 2023 | $572,917 | Employment agreement amended to $750,000 base 9/19/2023 |
Performance Compensation
- Bonus framework (CEO employment agreement): Up to 50% of base salary if EBITDA ≥ $2,000,000; additional bonuses at 10%/8%/3% of incremental EBITDA over thresholds; up to $250,000 profits-based bonus in limited circumstances; up to 50% payable in RSUs at Company option .
- Discretionary/actual bonuses: $35,100 cash bonus approved Sept. 26, 2023 for Separation/Distribution; 2023 bonuses of $350,000 (Galvin) approved Feb. 27, 2024 (form of cash/equity at Board’s discretion) .
- Equity awards and vesting:
- 11/3/2022: 12,500 RSUs vesting quarterly over two years .
- 4/4/2023: 6,300 RSUs granted .
- 5/4/2023: Board accelerated vesting of RSUs (including 23,802 RSUs for Galvin), with expectation to reimburse a portion of taxes related to accelerated vesting (tax reimbursement to directors noted) .
- Anticipated 2024 issuance to reach 9.9% ownership via RSUs (contingent; not confirmed executed as of 8/2025 holdings table) .
| Performance Metric / Award | Details | Vesting/Trigger | Notes |
|---|---|---|---|
| EBITDA bonus | 50% of base at ≥$2M EBITDA; additional 10%/8%/3% on incremental tiers | Annual; per employment agreement | Up to 50% payable in RSUs |
| Profits-based bonus | Up to $250,000 | Specific conditions | Limited circumstances |
| Discretionary bonus (2023) | $35,100 for Separation/Distribution | Approved 9/26/2023 | Cash |
| 2023 bonus (CEO) | $350,000 (form TBD) | Approved 2/27/2024 | Cash/equity combo possible |
| RSUs (11/3/2022) | 12,500 RSUs | Quarterly over 2 years | Long-term incentive |
| RSUs (4/4/2023) | 6,300 RSUs | Per grant terms | Long-term incentive |
| Accelerated vesting (5/4/2023) | 23,802 RSUs (Galvin) | Vested in full | Partial tax reimbursement expected (directors) |
| Anticipated 2024 RSUs | To reach 9.9% ownership | Contingent | Not reflected in 8/2025 holdings |
Other Directorships & Interlocks
- SG DevCorp chairmanship alongside SGBX oversight: SGBX cancelled/forgave a $4,000,000 intercompany note with SG DevCorp effective July 1, 2023, highlighting related-party exposure and need for robust independent oversight .
- Lead independent director (Melton) and committee independence disclosed; Galvin is not independent .
Expertise & Qualifications
- Real estate development, finance, operations (including COO role), public health program design; academic credentials in accounting and social policy; prior advisory/board roles in healthcare organizations .
Equity Ownership
- Beneficial ownership (July 22, 2025): 283,406 shares (2.80% of 10,124,022 outstanding), including 42,822 directly, 25 via TAG Partners LLC (Galvin is managing member; disclaims beneficial ownership except pecuniary interest), and 1,190 options presently exercisable .
- Anti-hedging/anti-pledging: Hedging prohibited; pledging prohibited without Audit Committee exemption; no exemptions granted since policy adoption .
| As of | Total Shares Beneficially Owned | % Outstanding | Direct Shares | TAG Partners Shares | Options Exercisable |
|---|---|---|---|---|---|
| Jul 22, 2025 | 283,406 | 2.80% | 42,822 | 25 (disclaimed except pecuniary interest) | 1,190 |
Fixed Director Compensation (Peer Context)
| 2024 Director Fee Schedule | Amount |
|---|---|
| Annual Board Retainer | $80,000 |
| Lead Independent Director | $5,000 |
| Audit/Comp/ESG Chair Fees | $5,000 each |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved: 449,858 For / 29,742 Against / 83,797 Abstain; “One year” frequency was preferred (455,278 votes) .
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay | 449,858 | 29,742 | 83,797 | 306,198 |
| Say-on-Pay Frequency (“1 Year”) | 455,278 | 5,065 (2 yrs) | 16,478 (3 yrs) | 86,576 Abstain |
Related Party Transactions & Conflicts
- CPF GP Notes: Prior loans involving the Company and Galvin (with interest to be paid for Company benefit); Galvin’s note later assigned back to Company (principal returned to Galvin) .
- Galvin loan to Company: $75,000 interest-free loan on Dec. 14, 2023, due Dec. 14, 2024 (outstanding as of early 2024 filings) .
- SG DevCorp financing: SGBX forgave $4,000,000 of SG DevCorp’s intercompany note effective July 1, 2023; SG DevCorp also had amounts due from SGBX for advances .
Insider Trades and Compliance
- Delinquent Section 16 filings: Company disclosed late Form 4 filings by Paul Galvin on May 10, 2023 (30 transactions; 19 transactions), indicating reporting weaknesses (RED FLAG) .
| Filer | Filing Date | Filing Type | Transactions |
|---|---|---|---|
| Paul Galvin | May 10, 2023 | Form 4 | 30 transactions |
| Paul Galvin | May 10, 2023 | Form 4 | 19 transactions |
Governance Assessment
-
Strengths:
- Extensive industry/operational experience; long-tenured director with prior executive roles .
- Board has independent committees and Lead Independent Director; majority independent directors .
- Attendance ≥75% in FY2023–FY2024; active participation in shareholder meetings .
-
Risks / RED FLAGS:
- Not independent; no committee roles—limits oversight contribution relative to governance best practice .
- Late Section 16 reporting by Galvin (multiple transactions) raises compliance concerns .
- RSU acceleration with tax reimbursements for directors may be shareholder-unfriendly and weaken pay discipline .
- Anticipated 2024 RSU issuance targeting 9.9% ownership for Galvin (while CEO) suggests potential dilution and alignment questions; not reflected in 2025 holdings, but its intent is a material signal .
- Related-party complexity: $75,000 loan from Galvin to Company and forgiveness of $4,000,000 due from SG DevCorp (where Galvin chairs) require strong independent oversight to mitigate conflicts .
- Combined Chair/CEO at SGBX (McLaren) concentrates power—offset by Lead Independent Director but remains a governance sensitivity .
Overall investor confidence implications: Galvin’s skills and engagement are positives; however, non-independence, related-party exposures, and compliance lapses argue for close monitoring of board effectiveness, compensation practices (including any tax reimbursements), and future equity issuance plans to ensure alignment and minimize dilution .