Thomas Meharey
SGBXAbout Thomas Meharey
Thomas Meharey (age 43 as of August 1, 2024) is an independent director of Safe & Green Holdings Corp., appointed in October 2023, and serves as Chair of the Compensation Committee. He is Vice President and a board member of kathy ireland Worldwide (kiWW), launched the MIVI Millennial brand, previously directed kathy ireland Weddings and Resorts (2003–2007), founded a Hawaii general contracting business in 2004, and served in the U.S. Marine Corps (1999–2003) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| kathy ireland Worldwide (kiWW) | Vice President; Board Member | VP since 2007; Board since 2017 | Led launch of MIVI brand; scaling consumer lifestyle platforms |
| kathy ireland Weddings and Resorts | Director | 2003–2007 | Managed >$40M property portfolio |
| Meharey General Contracting (Hawaii) | Founder/Principal | Founded 2004 | Delivered projects from modest homes to multi-million-dollar estates |
| U.S. Marine Corps | Marine | 1999–2003 | Military discipline; leadership experience |
External Roles
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| kathy ireland Worldwide (kiWW) | Vice President; Board Member | Private | Global lifestyle brand; consumer goods; no SGBX related-party ties disclosed – |
Board Governance
- Independence: Board determined Meharey is independent under Nasdaq rules; Compensation Committee fully independent .
- Committee assignments:
- Compensation Committee: Chair (2024, 2025) .
- Executive Committee: Member (2025) .
- Audit Committee: Not a member .
- Nominating/ESG: Not listed as member/chair .
- Attendance and engagement:
- 2023: Board held 4 meetings; committees met 4/5/6 times; all incumbent directors attended ≥75% of meetings; Meharey attended the 2023 Annual Meeting .
- 2024: Board held 16 meetings; committees met 4/5/6 times; all incumbent directors attended ≥75% of meetings; Meharey attended the 2024 Special Meeting .
| Governance Element | 2023 | 2024 | 2025 |
|---|---|---|---|
| Independence | Independent | Independent | Independent |
| Committees | Compensation (Chair) | Compensation (Chair) | Compensation (Chair); Executive (Member) |
| Attendance | ≥75% (Board/Committees) | ≥75% (Board/Committees); attended Special Meeting | n/a in proxy (committee matrix maintained) |
Fixed Compensation
- Structure: Non-employee directors are paid a mix of cash fees and equity; directors may elect retainer in RSUs or options; 2024 cash fees were paid in equity in Q1 2025 at each director’s election .
- Fee schedule (Jan–Dec 2024): Annual Board retainer $80,000; Committee Chair fees $5,000 (Audit/Comp/Nominating); Lead Independent Director fee $5,000 .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (program) ($) | $80,000 | $80,000 |
| Compensation Committee Chair Fee ($) | $12,500 | $5,000 |
| Fees Earned by Meharey ($) | $0 (joined Oct 2023; no 2023 cash paid) | $63,750 (fees earned/paid in cash-equivalent) |
| Director Equity Election (timing) | 2023 fees paid as equity in Q1 2024 | 2024 fees paid as equity in Q1 2025 |
Performance Compensation
- Director equity: Program provided RSU grants with grant-date value approx. $80,000, vesting quarterly over two years (time-based; no performance metrics) .
- Meharey awards: 2024 stock awards recognized at $17,326; he also received 3,771 RSUs in 2024 tied to 2023 compensation settlement; as of 12/31/2024, directors held no options or unvested RSUs .
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Standard Director RSU Grant Value (program) | ~$80,000, vest quarterly over 2 years | ~$80,000, vest quarterly over 2 years |
| Meharey Stock Awards (grant-date fair value) ($) | 3,771 RSUs issued in 2024 relating to 2023 amounts | $17,326 (recognized) |
| Vesting Terms | Time-based; quarterly over two years (no performance targets) | Time-based; quarterly over two years (no performance targets) |
| Unvested/Options at Year-End | None (no options or unvested RSUs as of 12/31/2023) | None (no options or unvested RSUs as of 12/31/2024) |
No director performance metrics (TSR/EBITDA/ESG) are disclosed for director equity grants; awards are time-based .
Other Directorships & Interlocks
| Entity | Type | Role | Interlocks/Related Party |
|---|---|---|---|
| kathy ireland Worldwide | Private | Vice President; Board Member | No SGBX-related party transactions disclosed involving Meharey – |
Expertise & Qualifications
- Scaling consumer brands and operations; luxury brand, advertising, real estate and construction expertise; military leadership background .
- Board role: Compensation policy oversight and alignment responsibilities as Compensation Committee Chair; the committee uses an independent consultant (Haigh & Company) and is independent per Nasdaq standards .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 42,835 common shares (July 22, 2025) |
| Ownership % of Outstanding | <1% |
| Options (Exercisable/Unexercisable) | None shown for directors as of 12/31/2024 |
| Unvested RSUs | None as of 12/31/2024 |
| Pledging/Hedging | Prohibited by insider trading policy; no exemptions granted |
| Section 16 Compliance | Company reported timely filings except specified individuals; Meharey not listed among exceptions |
Governance Assessment
-
Positives:
- Independence and leadership: Independent director; Chairs Compensation Committee; participates on Executive Committee (2025); committee independence and use of independent consultant strengthen governance .
- Attendance and engagement: Meets ≥75% attendance thresholds; attends shareholder meetings, indicating engagement .
- Alignment features: Holds common shares; equity grants are time-based to support retention; anti-hedging/anti-pledging policy enhances alignment and risk control .
-
Watch items:
- Ownership alignment: Absolute share ownership is modest (<1%), which may limit economic alignment compared to larger holders; however, policy prohibits pledging and hedging .
- Compensation structure: Director RSUs are time-based without performance metrics; investors may prefer greater at-risk or performance-conditioned equity for directors in pay-for-performance frameworks .
-
Conflicts/Related-party exposure:
- No related-party transactions disclosed involving Meharey. Audit Committee oversees related-person transaction policy; no exemptions noted –.
Director Compensation (Detail)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $0 (joined Oct 2023) | $0 (recognition for 2023 paid in 2024 as RSUs) | $0 |
| 2024 | $63,750 | $17,326 | $81,076 |
Committees (Detail)
| Year | Audit | Compensation | Nominating/ESG | Executive |
|---|---|---|---|---|
| 2024 | — | Chair | — | — |
| 2025 | — | Chair | — | Member |
Attendance & Meetings
| Period | Board Meetings | Committee Meetings (Audit/Comp/Nominating) | Attendance |
|---|---|---|---|
| FY 2023 | 4 | 4 / 5 / 6 | All incumbent directors ≥75% |
| FY 2024 | 16 | 4 / 5 / 6 | All incumbent directors ≥75%; Meharey attended Special Meeting |
RED FLAGS (none disclosed for Meharey)
- No related-party transactions or consulting arrangements disclosed for Meharey –.
- No pledging/hedging exemptions granted under insider trading policy; enhances alignment .
- No delinquent Section 16 filings identified for Meharey in 2023–2024 disclosures .
Compensation Committee Analysis
- Composition: Chair (Meharey); independent members (2024: Anderson/Hawkins; 2025: Anderson/Verma) .
- Consultant: Haigh & Company retained; assessed independent; supports pay-for-performance framework development .
- Scope: Executive officer pay reviews, director compensation reviews, stock plan administration; can modify CEO recommendations, delegate authority; monitors risk in compensation programs jointly with Audit Committee .
Say-on-Pay & Shareholder Feedback (Company-level context)
- Advisory votes (company-wide) conducted; Board supports annual frequency; context for Compensation Committee oversight (not director-specific pay) –.
Employment & Contracts; Severance; Change-of-control
- Director-specific contracts, severance, or CIC terms for Meharey not disclosed; director compensation program uses cash fees and time-based RSUs – –.
Performance & Track Record
- Governance engagement: Attended shareholder meetings (2023 Annual; 2024 Special); chairing Compensation Committee during significant financing and listing compliance period –.
Equity Ownership & Alignment (Summary)
- Holds 42,835 shares, <1% of outstanding (as of July 22, 2025); no options or unvested RSUs at 2024 year-end; anti-hedging/anti-pledging policy in place .
Overall Implications for Investors
- Board effectiveness: Meharey’s role as Compensation Chair with use of independent consultant and strong attendance supports governance quality. Independence and adherence to anti-hedging/pledging policy are positives for alignment .
- Alignment: While share ownership is modest, time-based RSU structure and cash-equity mix are standard for small-cap boards; investors may seek future enhancements tying director equity to longer holding periods or performance conditions to strengthen pay-for-performance alignment .
- Conflicts: No related-party concerns disclosed regarding Meharey; continued monitoring of any kiWW or affiliate dealings warranted, but none reported to date –.