David Villarreal
About David Villarreal
David Villarreal is the Chief Executive Officer of Safe and Green Development Corporation (SGD) since February 3, 2023 and a director since 2023; he is age 73 as of the 2025 proxy and is not independent due to his executive role . The Board held eight meetings in 2024; each incumbent director other than Mr. Blumenfeld and Mr. Tweedy attended at least 75% of meetings and committee sessions . Operationally, SGD achieved its first quarter of positive Adjusted EBITDA in Q4 2024, with Adjusted EBITDA of $38,841 and full-year Adjusted EBITDA of $(1,765,643), while pursuing strategic realignment via the Resource Group acquisition; SGD’s common stock closed at $1.18 on August 28, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City of Los Angeles | Deputy Mayor; Senior Deputy Economic Development Advisor under Mayor Tom Bradley | Began 1977 | Government economic development leadership |
| affinity Partnerships, LLC (Costco mortgage platform) | Chief Administrative Officer | Aug 2014–Mar 2023 | Platform with $8+ billion annual closed loan production; multi-lender network |
| Prime Source Mortgage, Inc. | President – Corporate Business Development | Mar 2011–Aug 2014 | Corporate BD in mortgage sector |
| International Brotherhood of Teamsters | Consultant | Sep 2008–Sep 2012 | Advisory role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Safe & Green Holdings Corp. (SG Holdings) | Director | Since May 28, 2021 | Parent company directorship |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $275,000 | $450,000 |
| Target Bonus (%) | Up to 25% of base salary | Up to 25% of base salary |
| Actual Bonus ($) | $71,025 | $28,125 (three weeks salary, awarded Feb 2, 2024; paid Dec 10, 2023 and Jun 4, 2024) |
| Special Bonus ($) | $42,900 (Separation and Distribution) | — |
| All Other Compensation ($) | $1,250 (cell phone reimbursement) | $1,000 |
Performance Compensation
| Award | Grant Date | Shares | Vesting | Status/Changes |
|---|---|---|---|---|
| RSU – Initial Grant | Apr 11, 2023 | 650,000 | 50% upon issuance; remainder vests quarterly pro rata over 18 months of continuous service | Vesting of remaining balance accelerated on Feb 2, 2024 |
| RSU – Annual Grant | Oct 1, 2024 | 42,500 | 25% upon issuance; remaining vests in equal installments on Dec 31, 2024; Mar 30, 2025; Jun 30, 2025 | Schedule disclosed; installment counts not itemized in proxy |
| New Plan Benefits (FY 2024) | FY 2024 awards | 850,000 | Not specified beyond plan disclosure | Dollar value $240,720; aggregate 2024 RSUs shown in plan table |
Notes:
- No specific performance metrics (e.g., revenue, EBITDA, TSR) tied to Villarreal’s awards are disclosed in the proxies; bonuses referenced are discretionary rather than formula-based .
- The 2023 Incentive Compensation Plan permits performance-based awards generally, but specific individual metrics/weights were not disclosed for Villarreal .
Equity Ownership & Alignment
| Element | Detail |
|---|---|
| Beneficial Ownership | 64,456 shares; <1% of shares outstanding as of record date (3,264,625 shares) |
| Vested vs. Unvested (12/31/2024) | Unvested RSUs: 21,250; market value $56,737.50 at $2.67/share |
| Prior Year Unvested (12/31/2023) | Unvested RSUs: 216,668; market value $303,335 at $1.40/share |
| Pledging / Hedging | Prohibited: no hedging, short sales, publicly traded options, margin accounts, or pledging of Company securities |
| Director Pay | CEO receives no director compensation for board service |
| Equity Plan Context | RSUs outstanding under plans: 1,831,250; shares remaining available: 2,168,750 as of 12/31/2024 |
Stock ownership guidelines are overseen by the Compensation Committee; compliance specifics (e.g., salary multiples) are not disclosed .
Employment Terms
| Term | Provision |
|---|---|
| Start / Role | CEO employment agreement dated Feb 3, 2023; appointment as President & CEO |
| Initial Term | Two years |
| Base Salary | $300,000 initially; amended Feb 2, 2024 to $450,000 effective Nov 1, 2023 |
| Bonus Opportunity | Discretionary up to 25% of base salary subject to Board objectives |
| Severance | If terminated without cause: one year salary and benefits; accelerated RSU vesting at Compensation Committee’s discretion |
| Non-Compete / Non-Solicit | One-year post-termination non-compete and non-solicit |
| Termination for Cause | Only accrued salary and vacation through termination date |
| Change-of-Control (Plan-Level) | Committee may accelerate vesting/exercisability, cancel or redeem awards, or substitute awards, among other actions; no repricing without shareholder approval |
Clawback Policy: Company will recoup erroneously awarded incentive-based compensation for the three full fiscal years preceding an accounting restatement; recovery can include repayment, cancellation, or offsets, at the Committee’s discretion .
Board Governance
- Board Service History: Director since 2023; currently Class II nominee for term ending 2028 if re-elected .
- Committee Roles: Current committee memberships listed do not include Villarreal; Compensation Committee members are DeMaria, Magrane Jr. (Chair), and Tweedy; Nominating & Governance Committee members are Borg, DeMaria, Melton, and Tweedy (Chair) .
- Independence: Not independent due to CEO role; majority of board is independent per Nasdaq standards .
- Attendance: Board met eight times in 2024; Audit and Compensation each met five times; Nominating & Governance met once; each incumbent director other than Mr. Blumenfeld and Mr. Tweedy attended at least 75% of applicable meetings .
- Dual-Role Implications: CEO + Director (not Chairman) reduces independence in board deliberations; compensation decisions administered by independent Compensation Committee mitigate but do not eliminate dual-role influence .
Compensation Structure Analysis
- Year-over-Year Pay Mix: 2023 total compensation $1,478,275 versus 2024 $719,845; shift reflects lower stock award value and smaller cash bonus in 2024, while base salary increased to $450,000 .
- Discretionary Bonuses: Awarded in 2023 ($71,025 plus $42,900 separation bonus) and in early 2024 for 2023 service ($28,125 paid in two installments), indicating committee discretion amid evolving corporate actions (spin/separation) .
- Equity Award Practices: RSUs with front-loaded vesting (50% at grant in 2023; 25% at grant in 2024) and acceleration by the Compensation Committee in Feb 2024; plan permits varied award types, performance conditions, and change-in-control flexibility .
Risk Indicators & Red Flags
- Late Section 16 Filings: One late Form 4 filed by Villarreal on October 7, 2024; administrative control risk signal for governance/compliance .
- Anti-Hedging/Pledging: Strong policy prohibitions reduce misalignment risk but constrain liquidity management .
- High Burn Rate and Evergreen: RSU burn rate disclosed at 59.25% (2023) and 18.77% (2024); equity plan includes evergreen increases and proposed share pool expansion, implying ongoing dilution risk to shareholders .
Director Compensation (for context; Villarreal receives none as director)
- Quarterly program offered choices of cash retainer plus RSUs or RSUs-only; director compensation table provides cash and stock award values for non-employee directors; Villarreal is excluded as he receives no director compensation .
Say-on-Pay & Shareholder Feedback
- Not disclosed in available proxy materials; no advisory vote outcomes referenced in the 2025 DEF 14A index.
Expertise & Qualifications
- Four decades of leadership across government, mortgage and real estate, and corporate development; selected for board based on industry knowledge and financial literacy .
Work History & Career Trajectory
- Demonstrates transitions from public sector to mortgage platform leadership and corporate BD roles; added governance experience at SG Holdings since 2021 .
Compensation Committee Analysis
- Committee responsibilities include CEO pay decisions, incentive/equity plan oversight, ownership guidelines, clawback policy administration, and risk reviews; current members are independent (Magrane Jr. as Chair) .
Investment Implications
- Alignment: Anti-hedging/pledging policy and meaningful RSU grants support alignment; however, low beneficial ownership (<1%) and significant plan-level dilution mechanisms temper alignment strength .
- Retention/Selling Pressure: Front-loaded RSU vesting and discretionary acceleration (Feb 2024) reduce near-term time-based retention levers; vesting dates in late 2024 and early 2025 created windows for potential liquidity, though actual selling activity is not disclosed here .
- Governance Quality: CEO-director dual role is mitigated by independent committee oversight; isolated late Form 4 is a modest governance blemish .
- Performance Linkage: Bonuses are discretionary; no explicit performance metrics or payout curves disclosed for Villarreal’s incentives, limiting pay-for-performance visibility. Operational progress (Q4 2024 positive Adjusted EBITDA) offers constructive context, but sustained GAAP profitability and capital discipline remain key .