Samarth Verma
SGBXAbout Samarth Verma
Samarth Verma, age 46, was appointed as an independent director of Safe & Green Holdings Corp. on May 21, 2025. He serves as Chair of the Nominating, Environmental, Social & Corporate Governance (NESG) Committee and as a member of the Audit and Compensation Committees; the company states committee members are fully independent under Nasdaq and SEC rules . Verma is Co‑Founder and Chairman of FansXR and has a background in immersive media, mathematics, and corporate development; he attended the University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FansXR | Co‑Founder, Chairman of the Board | Current (dates not disclosed) | Leads product development and launch of immersive, real‑time broadcasting tech; platform leverages XR, AI, data overlays |
| Wisconsin Space Grant Consortium (NASA project) | Student research associate | Historical (dates not disclosed) | Participated in NASA grant project; early mathematics research published at age 9 |
External Roles
| Entity | Role | Public Company? | Notes |
|---|---|---|---|
| FansXR | Chairman | Not disclosed as public | Private technology platform; no related‑party transactions disclosed with SGBX |
Board Governance
- Committee assignments: Audit (Member), Compensation (Member), NESG (Chair) .
- Independence: Company states members of Audit, Compensation, and NESG Committees are independent under Nasdaq Listing Rule 5605 and Exchange Act Rules 10A‑3/10C‑1 ; Verma serves on these committees .
- Board leadership: Combined Chair/CEO (Michael McLaren) with Lead Independent Director (Christopher Melton) .
- Board/committee activity baseline: In FY2024, Board met 16 times; Audit (4), Compensation (5), NESG (6). Incumbent directors attended ≥75% of meetings; Verma was appointed in 2025, so 2024 attendance rates do not apply to him .
Fixed Compensation
| Component | Structure | Amount/Terms | Notes |
|---|---|---|---|
| Annual Cash Retainer | Non‑employee director program (2025) | $80,000; paid quarterly | Pro‑rated for 2025 due to May appointment |
| Committee Chair Fee (NESG) | Program in effect during 2024 | $5,000 per chair role (2024 schedule) | 2025 8‑K did not specify chair fee; 2024 schedule shown for context |
| Lead Independent Director premium | Program in effect during 2024 | $5,000 (2024 schedule) | Not applicable to Verma (not Lead Independent Director) |
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual) | Approximately $80,000 grant‑date fair value | Vests quarterly over two years, subject to continued service | Time‑based only; no disclosed performance (PSU) metrics for directors |
Other Directorships & Interlocks
| Company | Sector Relationship to SGBX | Interlock/Conflict Indicator | Disclosure |
|---|---|---|---|
| FansXR | Technology/media; no disclosed supplier/customer tie to SGBX | None disclosed; company states no Item 404(a) transactions for Verma | No related‑party transactions; no family relationships |
Expertise & Qualifications
- Technology and product leadership in immersive media, extended reality, and AI‑enabled streaming; corporate development experience across hospitality, gaming, energy, and real estate .
- Early mathematics research; NASA project participation; University of Wisconsin–Madison attendance .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | Not disclosed | Principal stockholders table (as of July 22, 2025) lists directors and >5% holders; Verma not enumerated; his holdings were not disclosed there . |
| Anti‑hedging/pledging | Prohibited; no pledging exemptions granted | Insider trading policy prohibits hedging and pledging absent Audit Committee exemption; no exemptions have been granted . |
| Vested vs. unvested RSUs | Not itemized | Annual RSU grant is value‑based (~$80k) and vests quarterly over two years; share count not disclosed . |
Governance Assessment
- Positives: Independent committee roles (Audit, Compensation) and chairing NESG strengthen board oversight of risk, sustainability, and nomination processes . No related‑party transactions or family relationships disclosed; anti‑hedging/pledging policy enhances alignment .
- Watch items: 2025 capital structure actions (reverse split authorization and preferred conversion approvals) reflect listing compliance pressures; while not tied to Verma, they shape the governance context he oversees as NESG Chair .
- Committee infrastructure: Compensation Committee engages an independent consultant (Haigh & Company) with no conflicts, supporting pay governance quality; Verma serves on this committee .
Notes on Attendance and Engagement
- Meeting frequency indicates a high activity baseline (Board 16; committees 4–6 in FY2024) .
- Verma’s appointment in May 2025 means his individual 2024 attendance metrics are not applicable; future proxy filings should disclose his 2025 attendance .
Policy and Compliance References
- Director independence and committee composition per Nasdaq and SEC rules .
- Code of Business Conduct and Ethics available; waivers require Board approval and Form 8‑K disclosure .
- Section 16 reporting: Company reports compliance for FY2024; prior delinquencies pertained to other individuals in 2023, not to Verma .