James D. Burnham
About James D. Burnham
James D. Burnham is a Class III director of Safe and Green Development Corporation (SGD), appointed on June 17, 2025 following SGD’s acquisition of Resource Group US Holdings LLC; his current board term runs through the 2026 annual meeting . He is 60 years old and holds a B.S. in Civil and Environmental Engineering from the University of Wisconsin . Burnham is President of JDB Consulting Services, Inc. (since Oct 2003) and CEO/Managing Member of Encell Composites (since Dec 2014), with 30+ years of M&A and project development experience primarily in solid waste and related industries . The SGD board has determined he is not independent due to his relationship with the Resource Group subsidiary and compensation received therefrom .
Past Roles
| Organization | Role | Tenure | Highlights/Scope |
|---|---|---|---|
| JDB Consulting Services, Inc. | President | Oct 2003–present | M&A and project development consulting in solid waste; valuation, diligence, project permitting, and operational analysis |
| Encell Composites | CEO & Managing Member | Since Dec 2014 | Developed patented recycled-material railroad crossties (crumb rubber from scrap tires) |
| Browning-Ferris Industries (BFI) | Early career (prior to 2003) | Not disclosed | Began career at BFI; industry grounding in waste/services |
External Roles
| Organization | Type | Role | Status/Notes |
|---|---|---|---|
| JDB Consulting Services, Inc. | Private | President | Ongoing consulting firm led by Burnham |
| Encell Composites | Private | CEO & Managing Member | Ongoing operating role (patented rail crosstie technology) |
Board Governance
- Director class/tenure: Class III; appointed June 17, 2025; current term ends at the 2026 annual meeting .
- Independence: Not independent under Nasdaq rules due to his Resource Group relationship and compensation from a subsidiary .
- Committees: Not appointed to any board committees at the time of joining; current Audit, Compensation, and Nominating & Governance rosters do not include him .
- Board leadership: No Chair as of early Q3 2025; Christopher Melton serves as Lead Director; independents meet in executive session at least quarterly .
- Attendance: 2024 board held 8 meetings (Audit 5; Compensation 5; N&G 1); Burnham was not on the board in 2024, so no historical attendance disclosed for him .
Fixed Compensation
Non‑Employee Director Program (Structure disclosed for 2024)
| Option | Cash Retainer per Quarter | RSU Grant per Quarter | Vesting |
|---|---|---|---|
| Option A | $20,000 | 20,000 RSUs | RSUs vest after three months of continued service |
| Option B | $10,000 | 30,000 RSUs | RSUs vest after three months of continued service |
| Option C | $0 | 40,000 RSUs | RSUs vest after three months of continued service |
Note: Burnham joined the board in June 2025; 2025 board compensation paid to him was not itemized in the filed materials reviewed. The company disclosed “standard compensation” for another incoming director in June, but did not explicitly state Burnham’s director compensation elections .
Consulting Compensation (Resource Group US LLC – SGD subsidiary)
| Component | Terms |
|---|---|
| Monthly consulting fee | $25,000 per month |
| Monthly car allowance | $1,250 per month |
| Health insurance | Monthly reimbursement specified in agreement (amount not stated in excerpt); if terminated without cause/by consultant for cause, $72,000 health insurance reimbursement payable (see severance) |
| Bonuses/Equity eligibility | Eligible for bonuses or incentive equity at subsidiary’s discretion |
| Term/Termination | Agreement effective June 2, 2025; terminable by either party; termination without cause/by consultant for cause triggers severance; confidentiality applies |
| Severance | $600,000 termination fee payable in $28,000 monthly installments upon eligible termination; plus $72,000 health insurance reimbursement |
| Restrictive covenants | 24‑month post‑termination non‑compete and non‑solicit |
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics (director role) | None disclosed for director equity; 2024 program RSUs vest based on service (time‑based, three months), not performance . |
| Consulting bonuses/equity (subsidiary) | Eligible at discretion; no defined performance metrics or targets disclosed . |
| Clawback policy | Compensation Committee oversees creation/revision and application of any clawback policy; specific triggers/uses not disclosed in the proxy . |
Other Directorships & Interlocks
| Entity | Relationship | Role | Potential Overlap/Notes |
|---|---|---|---|
| Resource Group US LLC (SGD subsidiary) | Related party | Consultant via JDB Consulting Services; CFO signatory to peer consultant agreement | Monthly fees; severance; restrictive covenants; significant ongoing economic relationship with SGD subsidiary . |
| Resource Group US Holdings LLC transaction | Acquisition consideration | Received 94,794 common shares, 377,225 Series A Convertible Preferred shares, and 6% note ($120,712.02) at closing | Also indemnities related to prior guarantees; creates ongoing financial ties post‑acquisition . |
| Resource Group US LLC Note | Creditor | Issued an 11.5% note, principal $1,255,000, due by Apr 30, 2026 or upon change of control/default | Direct lending relationship with SGD subsidiary (related‑party exposure) . |
| Encell Composites | External private company | CEO & Managing Member | Not identified as SGD counterparty; potential future conflicts not disclosed . |
| JDB Consulting Services, Inc. | External private company | President | Contracting entity for Burnham’s subsidiary consulting agreement . |
Expertise & Qualifications
- Education: B.S. in Civil and Environmental Engineering, University of Wisconsin .
- Domain expertise: 30+ years in M&A, valuation, due diligence, and project development in solid waste and related sectors; negotiated legal agreements and led permitting for waste facilities .
- Operating/innovation: CEO of Encell Composites with patented recycled‑material rail crosstie technology .
Equity Ownership
| Holding Detail (as of Nov 18, 2025) | Amount | Notes |
|---|---|---|
| Common stock directly held | 1,246,110 | Per beneficial ownership table . |
| Shares acquirable from Series A conversion within 60 days | 661,836 | From 110,306 Series A shares convertible within 60 days . |
| Total beneficial ownership | 1,907,946 | Equals 19.99% of outstanding common . |
| Excluded due to 19.99% cap (Nasdaq 5635(b)) | 450,168 | Additional shares not counted because of beneficial ownership limitation . |
| Shares outstanding (reference) | 8,882,672 | Outstanding common as of record date for special meeting . |
| Anti‑hedging/pledging | Prohibited | Company policy bars hedging/shorts/derivatives and pledging in margin accounts . |
Governance Assessment
-
Strengths
- Deep sector and transactional expertise in waste and engineered materials, which aligns with Resource Group’s operations and could inform capital allocation and project diligence .
- Significant ownership (near 20%) aligns interests with equity outcomes; anti‑hedging/pledging policy reduces misalignment risk .
-
Concerns / conflicts
- Not independent; ongoing paid consulting relationship with SGD’s subsidiary (Resource Group US) including $25,000/month fee, allowances, and a sizable $600,000 severance plus $72,000 health insurance reimbursement—creates a material related‑party dependency while serving as a director .
- Creditor exposure: Resource Group US issued an 11.5% note to Burnham ($1,255,000 principal), adding a lender relationship to his equity and consulting ties .
- Board reconstitution tied to acquisition (three designees, including Burnham) concentrates influence among transaction parties; Burnham currently has no committee role to demonstrate independent oversight .
RED FLAGS
- Non‑independent director with substantial related‑party compensation and severance from a subsidiary, plus creditor relationship via 11.5% note—potential conflicts in oversight of subsidiary economics and capital decisions .
- Beneficial ownership at the 19.99% threshold (Nasdaq 5635(b) limit), with additional conversion‑eligible shares excluded—heightened influence risk when combined with related‑party ties .
- Process/controls context
- Audit Committee is responsible for related‑party transaction review, and a written policy governs approval/ratification; anti‑hedging/anti‑pledging policies are in place .
- Compensation Committee charter includes oversight of stock ownership guidelines and clawback policy (specific thresholds/triggers not disclosed) .
Related Party Transactions (Burnham‑specific)
- Acquisition consideration to Burnham: 94,794 common shares, 377,225 Series A Convertible Preferred shares, and an unsecured 6% note ($120,712.02) from SGD at closing; indemnification for certain guaranteed obligations .
- Subsidiary 11.5% note: Resource Group US LLC issued an 11.5% note to Burnham, principal $1,255,000, due by April 30, 2026 or upon change of control/default .
- Subsidiary consulting contract: $25,000/month fee, $1,250/month car allowance, eligibility for discretionary bonuses/equity; 24‑month non‑compete/non‑solicit; severance of $600,000 plus $72,000 health insurance reimbursement if terminated without cause or by consultant for cause .
Say‑on‑Pay & Shareholder Feedback
- No advisory say‑on‑pay vote or outcomes were disclosed in the reviewed 2025 proxy materials; shareholder feedback/engagement disclosures specific to executive pay were not provided in the documents reviewed .
Compensation Committee Analysis (context)
- The Compensation Committee oversees executive and director pay, stock ownership guidelines, and clawback policy; it also periodically reviews non‑employee director pay and approves incentive/equity plans. Use of independent consultants is permitted but specific advisors and conflicts were not disclosed in the reviewed filings .