John Scott Magrane, Jr.

About John Scott Magrane, Jr.

John Scott Magrane, Jr. (age 78) is an independent director of Safe and Green Development Corporation (SGD), serving since April 11, 2023. He is an investment banking professional with 35+ years advising power-related enterprises and currently serves as Vice Chairman at Coady Diemar Partners, LLC; he previously served as Chairman & CEO of the firm (2018–2020). He began his career at Blyth, Eastman Dillon & Co. and PaineWebber (10 years), later joining Goldman Sachs (1987–2001) where he started the firm’s Energy Technology effort. He holds a B.A. in Economics from The College of Wooster (1970) and an MBA from The Wharton School (1973) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Magrane is independent under Nasdaq listing standards; he serves on fully independent Audit and Compensation Committees .
• Committee assignments:
  • Compensation Committee: Chair .
  • Audit Committee: Member (Audit Committee Chair is Christopher Melton; Melton designated audit committee financial expert) .
• Classification/tenure: Class II director; nominated for re-election in 2025 to serve through 2028; director since 2023 .
• Attendance and engagement:
  • 2024 meetings held: Board (8), Audit (5), Compensation (5), Nominating & Governance (1). Each incumbent director other than Mr. Blumenfeld and Mr. Tweedy attended at least 75% of aggregate Board and committee meetings; this implies Magrane met the 75% threshold .

Fixed Compensation

• Non-employee director compensation program (2024): Directors could elect quarterly among (A) $20,000 cash + 20,000 RSUs; (B) $10,000 cash + 30,000 RSUs; or (C) 40,000 RSUs (3-month vesting). Magrane’s actual 2024 compensation shows a mix of cash and stock awards (see below) .

Performance Compensation

• Plan mechanics and governance:
  • 2023 Incentive Compensation Plan governs equity awards; prohibits option/SAR repricing without shareholder approval and provides standard CIC discretion (possible acceleration, cash-out, or substitute awards) .
  • Compensation Committee oversees stock ownership guidelines and clawback policy creation/revision and application .

Other Directorships & Interlocks

• Independence and conflicts: The Board’s independence review found no transactions or relationships involving Magrane or his immediate family that would impair independence. Related-person transactions disclosed in the proxy involve other individuals (e.g., CEO’s son employment; CFO’s father consulting) and were Audit Committee-approved under policy; none involve Magrane .

Expertise & Qualifications

• Financial literacy and extensive investment banking expertise; energy/power sector advisory background; managerial experience. Selected for Board based on finance expertise; serves appropriately on Audit and as Compensation Chair; Audit financial expert designation is held by another director (Melton) .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging, short sales, transactions in publicly traded options, holding securities in margin accounts, or pledging as collateral—mitigating alignment risk from hedging/pledging across all directors .

Governance Assessment

• Strengths

  • Independent director with deep finance/energy advisory experience; appropriate committee placement (Compensation Chair; Audit member) enhances oversight of pay and financial reporting .
  • Attendance met the ≥75% threshold; Board and committees met regularly in 2024 (8 Board; Audit 5; Compensation 5), indicating active governance cadence .
  • Robust insider trading/anti-hedging/anti-pledging policy reduces misalignment risk; Compensation Committee oversight of clawbacks and ownership guidelines supports pay discipline .

• Watch items / potential risks

  • Ownership alignment: Magrane’s beneficial ownership is modest (4,125 shares; <1%), which may signal lower “skin-in-the-game” versus best-practice expectations, though company-wide policies and equity grants partially offset this .
  • External affiliation: As Vice Chairman of a broker-dealer/investment bank, any future SGD engagements with Coady Diemar would need Related Person Transaction Policy review to avoid conflicts (none disclosed to date) .

• Related-party/Red flags

  • No related-person transactions involving Magrane were disclosed; independence affirmed by Board. Disclosed related-party items involve other executives/directors and were reviewed under the policy. Anti-hedging/pledging policy reduces pledging risk (a common red flag) .

• Shareholder voice

  • Say-on-pay results not disclosed in the cited proxy; no specific shareholder dissent related to director pay reported in these materials (not determinative) .