Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2023, the Board of Directors (the "Board") of Safe & Green
Holdings Corp. (the "Company"), appointed Elizabeth Cormier-May to serve as a
director of the Company. Ms. Cormier-May was also appointed to serve as a member
of the Audit Committee of the Board and the Compensation Committee of the Board.
Ms. Cormier-May, age 41, serves and has served since Jan 2022 as Senior Vice
President and Chief Commercial Officer of IV Bioholdings, LLC, a privately held
bio-innovation platform seeking to conceive, create and develop
first-in-category precision health technologies and companies that radically
improve detection, diagnosis and treatment of disease, serves and has served
since March 2021 as a director and Chief Executive Officer of Mammogen. Inc.,a
privately held Women's health diagnostics start-up, part of the IV BioHoldings,
LLC bio innovation studio, and serves and has served since April 2019, as
Chairman of the Board, Co-Founder and Chief Executive Officer of Dragonfly Data
Ventures, Inc., a privately held data influence platform, seeking to create a
gamified consumer platform that allows users to own, manage, and monetize their
health, wellness, fitness, and transactional data. From May 2016 to March 2019,
Ms. Cormier-May served as Vice President and Head of Commercial Diagnostics of
Exosome Diagnostics, Inc., a personalized healthcare company acquired by
Bio-Teche in August 2018. From June 2004 to May 2016, Ms. Cormier-May served in
a number of management capacities with various multi-national and other
companies in the healthcare and drug development industries. Ms. Cormier-May
earned her undergraduate degree in organic chemistry from Wheaton College.
Ms. Cormier-May will receive the standard compensation available to the
Company's current non-employee directors, which is an annual fee of $80,000 for
serving on the Board and for committee service, and an annual grant of
restricted stock units (RSUs) under the Corporation's Stock Incentive Plan, as
amended, having a value of $80,000 on the date of grant, vesting on the one-year
anniversary of the grant date, subject to her continued service as a director
through such date.
There are no family relationships between Ms. Cormier-May and any of the
Company's directors or executive officers, nor does Ms. Cormier-May have any
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Other than as described above, there
were no arrangements or understandings by which Ms. Cormier-May was appointed as
a member of the Board.
Item 8.01. Other Events.
On January 9, 2023, the Company issued a press release announcing the
appointment of Elizabeth Cormier-May to the Board. A copy of the press release
is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Exhibit Description
99.1 Press Release of Safe & Green Holdings Corp., dated January 9, 2023
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within in the inline XBRL document)
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