Anthony M. Cialone
About Anthony M. Cialone
Anthony M. Cialone (age 56) has served as a Class II director of Safe and Green Development Corporation since June 17, 2025; his term, if re-elected at the 2025 annual meeting, runs through 2028. He holds a B.S. in Economics and Finance and an MBA in Corporate Finance from Fordham University, with executive coursework at Harvard Business School Online, MIT, NYU, and Stanford GSB, and inactive professional certifications including CIA, CMA, CFM, CTP, AVA, and CM&AA; prior securities licenses included Series 6, 27, and 63 . The Board has determined he is not independent given his relationship with the Company’s Resource Group subsidiary and compensation received from Resource Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resource Group US, LLC | President & Chief Operating Officer | Jan 2019 – present | Led biomass-to-industrial energy conversion, composting, investor funding strategies, logistics optimization |
| Microtec Development & Holdings LLC | President & CEO | May 2020 – present | Directed financial planning, capital structuring, commercialization of waste-to-value technologies |
| AggrePlex, LLC | President & Chief Operating Officer | Mar 2022 – present | Led strategy and operations for sustainable pozzolans; market development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No public company directorships disclosed for Cialone |
Board Governance
- Classification and tenure: Class II director; appointed June 17, 2025; nominated for term through 2028 .
- Independence: Not independent due to Resource Group relationship/compensation .
- Committee assignments: Board committees (Audit, Compensation, Nominating & Governance) are composed solely of independent directors; current members do not include Cialone .
- Lead Independent Director: Christopher Melton; independent directors hold executive sessions at least quarterly .
- Anti-hedging/anti-pledging: Company policy prohibits hedging, short sales, transactions in publicly traded options, and pledging or holding Company securities in margin accounts .
- 2024 meeting cadence and attendance: Board met 8 times; committees met 5/5/1 times respectively; 75% attendance threshold noted for incumbents, but Cialone was not a director in 2024 .
Fixed Compensation
| Element | 2024 Non‑Employee Director Program (Quarterly) |
|---|---|
| Option A | $20,000 cash retainer + 20,000 RSUs vesting after 3 months |
| Option B | $10,000 cash retainer + 30,000 RSUs vesting after 3 months |
| Option C | 40,000 RSUs vesting after 3 months |
| 2024 Director Compensation (others) | Table disclosed for 2024 non‑employee directors; Cialone was not a director in 2024 and is not included |
Note: No 2025 director fee detail specific to Cialone was disclosed in the proxy materials.
Performance Compensation
- Director compensation: No performance metrics attached to non‑employee director compensation structure disclosed .
- Resource Group US consulting incentives: Under his consulting agreement via AMC Environmental Consulting LLC, he is eligible for bonuses or incentive equity awards at Resource Group US, at the subsidiary’s discretion; specific performance metrics are not disclosed .
| Performance Metric Area | Disclosed Structure | Specific Targets/Weighting |
|---|---|---|
| Director pay (RSUs/cash) | Time‑based vesting quarterly RSUs; cash retainers | Not performance‑based |
| Resource Group US (consulting) | Eligible for bonuses/incentive equity awards | Not disclosed |
Other Directorships & Interlocks
- Board reconstitution: Cialone, Borg, and Burnham were designated by prior members of Resource Group in connection with the Resource MIPA; board expanded and reclassified into three classes .
- Interlocks: Shared Resource Group background with directors Borg and Burnham; indemnification of certain Resource Group guarantees for Borg, Burnham, and Cialone was agreed at closing .
Expertise & Qualifications
- Education and credentials: BS and MBA (Fordham); executive education certificates (Business Strategy, Entrepreneurship & Innovation, Finance & Accounting, Leadership & Management, Life Cycle Assessment, Sustainable Infrastructure; CSO Training) from HBS Online, MIT, NYU, Stanford GSB; inactive professional certifications (CIA, CMA, CFM, CTP, AVA, CM&AA); prior Series 6/27/63 licenses .
- Domain experience: Corporate operations, risk management, strategic planning; logistics and transportation; advanced engineered soils and compost business .
Equity Ownership
| Metric | As of Jul 31, 2025 (Record Date) | As of Nov 18, 2025 (Record Date) |
|---|---|---|
| Shares outstanding | 3,264,625 | 8,882,672 |
| Common shares beneficially owned | 117,869 | 1,231,791 |
| Convertible within 60 days (Series A) | Not disclosed | 113,288 Series A → 679,728 common within 60 days |
| Excluded due to 19.99% cap | Not disclosed | 121,952 Series A → 731,712 common excluded by Nasdaq Rule 5635(b) cap |
| Total beneficial ownership (incl. 60‑day converts) | 117,869 (3.61%) | 1,911,519 (19.99%) |
Anti‑hedging/pledging policy prohibits pledging Company stock; no pledges by Cialone disclosed .
Related Party Transactions and Contracts
- Resource Group closing consideration to Cialone: 106,221 common shares, 422,835 Series A preferred shares, and an unsecured 6% note due June 2026 ($135,307.16) in exchange for Resource Group membership interests; indemnification of certain personal guarantees for Borg, Burnham, and Cialone .
- Consulting Agreement (AMC Environmental Consulting LLC, amended & restated June 2, 2025): $25,000 monthly consulting fee; $1,250 monthly car reimbursement; eligibility for bonuses or incentive equity awards; termination without cause or by AMC for cause triggers $600,000 termination fee (paid $25,000 monthly upon release) and 24 months COBRA premium reimbursement; 24‑month post‑termination non‑compete and non‑solicit; confidentiality provisions .
Insider Trades
| Filing | Date Filed | Period End | Summary |
|---|---|---|---|
| Form 4 (SEC) | Oct 22, 2025 | Oct 13, 2025 | Statement of changes in beneficial ownership; filed under SGD; details aligned with stockholder approvals and issuances at/after the Sept 29, 2025 meeting |
Governance Assessment
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Strengths:
- Deep operating and financial experience across sustainability, waste‑to‑value, and logistics sectors; relevant to Resource Group operations .
- Significant equity stake aligns incentives; 19.99% beneficial ownership (subject to Nasdaq cap) indicates strong skin‑in‑the‑game .
- Board’s anti‑hedging/anti‑pledging policy reduces misalignment risk .
-
Risks and red flags:
- Independence: Board determined Cialone is not independent due to his Resource Group relationship and compensation; he is therefore excluded from independent committees—appropriate, but it signals potential conflicts given dual director/consultant roles .
- Related‑party exposure: Material consulting agreement with a subsidiary (AMC Environmental Consulting LLC) includes generous termination protections ($600,000 fee and 24‑month COBRA), creating potential misalignment and pay optics issues for investors .
- Concentration/control optics: Three directors (Borg, Cialone, Burnham) each near the 19.99% cap, with conversions limited by Nasdaq Rule 5635(b), may raise governance concerns about influence and future dilution pathways .
- Dilution backdrop: Board actions (reverse split, authorized share increases, plan share expansion, special meeting proposals for Series B and warrants) create ongoing dilution risk; though not specific to Cialone, his substantial stake and Resource Group link heighten sensitivity to these actions .
Overall: Cialone brings relevant sector expertise and a substantial ownership position, but his non‑independent status and consulting relationship with a subsidiary present real and perceived conflicts that warrant monitoring. Exclusion from committees mitigates some risk; investors should track related‑party arrangements, award grants, and any shifts in independence or board composition .