Nicolai Brune
About Nicolai Brune
Chief Financial Officer of Safe and Green Development Corporation (SGD) since February 14, 2023, with an initial two‑year employment term; current base salary $302,000 following a November 1, 2023 increase, and a discretionary bonus opportunity up to 20% of base salary . He beneficially owns 27,637 SGD shares (<1% of outstanding; 8,882,672 shares outstanding as of November 18, 2025), and is subject to the company’s strict anti‑hedging and anti‑pledging policy that prohibits short sales, derivative hedging, and pledging/margin accounts . As CFO, Brune is a signatory on current reports and corporate actions, including incentive plan amendments and preferred stock designations, indicating direct involvement in capital structure and equity compensation governance .
Fixed Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $217,000 | $302,000 |
| Target Bonus (%) | 20% of base salary | 20% of base salary |
| Actual Bonus Paid ($) | $55,875 | $56,580 |
| All Other Compensation ($) | $1,250 (cell phone reimbursement) | $12,750 (table); footnote notes $1,250 cell phone reimbursement |
Note: The Summary Compensation Table reports $12,750 for 2024 “All Other Compensation,” while the footnote states $1,250 cell phone reimbursements for 2024 and 2023 .
Performance Compensation
RSU Grants and Vesting
| Award | Grant Date | Shares | Grant Date Fair Value / Basis | Vesting Schedule |
|---|---|---|---|---|
| Initial RSU Grant | April 11, 2023 | 200,000 | Assumed $34.80 grant date price basis used for 2023 stock awards reporting | 50% at grant; remainder pro‑rata quarterly over 18 months; remaining balance vesting accelerated on Feb 2, 2024 |
| Annual RSU | October 1, 2024 | 10,000 | Included in 2024 stock awards reported at grant‑date close ($113,280 total) | 25% at grant; 25% on Dec 31, 2024; 25% on Mar 30, 2025; 25% on Jun 30, 2025 |
Outstanding RSUs at FY‑End 2024
| Name | Unvested RSUs (#) | Market Value at 12/31/2024 ($2.67/sh) |
|---|---|---|
| Nicolai Brune | 10,000 | $26,700 |
The company’s 2023 Incentive Compensation Plan allows performance‑based awards, but specific executive performance metrics (e.g., revenue, EBITDA, TSR) tied to Brune’s awards were not disclosed. The Compensation Committee retains authority to set performance objectives and accelerate vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 27,637 common shares (<1%) as of Nov 18, 2025 |
| Shares Outstanding (reference) | 8,882,672 common shares as of Nov 18, 2025 |
| Ownership Policies | Anti‑hedging and anti‑pledging; prohibits short sales, publicly traded options on company stock, margin accounts, and pledging |
| Stock Ownership Guidelines | Compensation Committee is responsible for approving and monitoring stock ownership guidelines; specific multiples not disclosed |
As of Nov 18, 2025, all directors and executive officers as a group owned 5,845,514 shares (61.2%) .
Employment Terms
| Term | Nicolai Brune |
|---|---|
| Role | Chief Financial Officer |
| Start Date | February 14, 2023 |
| Initial Term | Two years |
| Base Salary | $250,000 initial; increased to $302,000 effective Nov 1, 2023 |
| Target Bonus | Up to 20% of base salary, discretionary upon objectives |
| Severance (Without Cause) | One year’s base salary and benefits (applicable for terminations on or after Jun 30, 2023) |
| Non‑Compete / Non‑Solicit | One year post‑termination; confidentiality obligations apply |
| Change‑of‑Control | Committee oversees such arrangements generally; specific CFO change‑of‑control economics not disclosed |
| Clawback Policy | Committee oversees clawback policy creation/revision; specific triggers not disclosed |
| Benefits | Eligible for standard employee plans; 401(k) participation; no company matching noted |
Compensation Structure Analysis
- Equity mix leans to time‑vested RSUs with committee‑level acceleration in February 2024, indicating reliance on retention rather than explicit performance milestones for equity payouts .
- Incentive plan capacity expanded materially: 2023 Plan share reserve increased from 289,859 to 1,489,859 shares in September 2025, with an evergreen provision adding 4.5% of prior year outstanding shares annually through 2033—potential dilution and future award supply to consider .
- The Compensation Committee explicitly retains authority over stock ownership guidelines and clawback policy, but no disclosed CFO‑specific targets or clawback triggers reduce pay‑for‑performance transparency .
Related Party Transactions
- Marc Brune (father of Nicolai) provided consulting services: RSU grants of 100,000 in April 2023 and 100,000 in March 2024, $10,000/month fees Jan 2024–May 2025, and $15,000/month Jun–Dec 2025; Audit Committee approved under related‑party policy .
Board Governance Touchpoints (CFO interface)
- Brune signed multiple corporate filings (8‑K, plan amendments, preferred stock designations), evidencing operational involvement in equity plan administration and capital transactions .
- The Compensation Committee (independent directors) governs executive compensation, severance, change‑of‑control benefits, ownership guidelines, and clawbacks .
Investment Implications
- Alignment: Direct ownership is modest (<1%); however, anti‑hedging and anti‑pledging restrictions reduce misalignment risks and discourage leveraged or hedged positions .
- Incentive quality: Time‑based RSUs and discretionary acceleration (Feb 2024) suggest weaker pay‑for‑performance linkage; absence of disclosed revenue/EBITDA/TSR targets for CFO awards limits transparency .
- Supply/overhang: The September 2025 expansion and evergreen features of the 2023 Plan materially increase future equity award capacity, which can create selling pressure as awards vest and settle; monitor issuance pace and Form 4 activity for near‑term flow impacts .
- Retention: One‑year salary‑and‑benefits severance and one‑year restrictive covenants provide baseline retention economics without outsized change‑of‑control incentives; risk appears moderate absent larger guaranteed payouts .