Charles E. Owens
About Charles E. Owens
Founder of Construction Partners, Inc. (ROAD), age 74, currently Vice Chairman of the Board; previously served as President & CEO from inception until March 2021 and transitioned to Vice Chairman thereafter . He holds a B.B.A. from Troy University and has deep operating and M&A credentials in heavy civil construction, having overseen ~35 acquisitions as President/CEO of Superfos Construction U.S., Inc. (1990–1999) . He is a Class I director up for election at the March 20, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Construction Partners, Inc. (ROAD) | President & CEO | Inception – Mar 2021 | Co-founder; led growth and operations |
| Construction Partners, Inc. (ROAD) | Vice Chairman of the Board | Mar 2021 – Present | Strategic leadership at Board level |
| Superfos Construction U.S., Inc. | President & CEO | 1990 – 1999 | Oversaw and integrated ~35 acquisitions; scaled to one of largest U.S. highway contractors |
| Couch Construction, Inc. (Superfos subsidiary) | President | Pre-1990 | Regional leadership in Dothan, AL |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; company states no current director serves on another SEC-reporting company board . |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I (Owens, Fleming, Smith); terms expire at 2025 Annual Meeting |
| Committee assignments | Nominating & Corporate Governance Committee (member); not Audit or Compensation |
| Committee chair roles | None (Fleming chairs Nominating; Skelly chairs Audit; Fleming chairs Compensation) |
| Independence status | Not independent (only McKay, Shaffer, Skelly deemed independent) |
| Controlled company | Yes—SunTx Group holds majority voting power; ROAD elects to use certain Nasdaq controlled company exemptions (Comp and Nominating not fully independent) |
| Board attendance | Board met 6 times in FY2024; no director <75% attendance |
| Committee activity (FY2024) | Audit 5 meetings; Compensation 6; Nominating & Corporate Governance 1 |
| Executive sessions | Non-management directors meet regularly in executive sessions |
Fixed Compensation
| Metric | FY2024 Amount |
|---|---|
| Base salary (employee Vice Chairman) | $364,000 |
| Benefits (health, 401(k) match, other) | $28,960 (Health $15,178; 401(k) match $11,300; Other $2,482) |
| Total employee compensation (FY2024) | $392,960 |
| Board retainer/fees | None separate for Board service in FY2024 (compensated as employee) |
Performance Compensation
| Component | Structure | FY2024 Detail |
|---|---|---|
| Incentive/Equity for director role | Not disclosed/applicable | Mr. Owens was not separately compensated for Board service; no outstanding equity awards as of 9/30/2024 |
Equity Ownership
| Metric | Amount |
|---|---|
| Class A shares beneficially owned | 102,610 |
| Class B shares beneficially owned | 1,007,069 (includes 1,000,000 held by Grace, Ltd.) |
| % of Class B | 11.5% |
| Total voting power | 7.5% of combined voting power |
| Ownership vehicle | General partner of Grace, Ltd. (5%+ holder); may be deemed beneficial owner of Grace-held shares |
| Vested/unvested awards | No outstanding equity awards as of 9/30/2024 |
| Shares pledged as collateral | No pledging disclosed for Mr. Owens in proxy footnotes |
Insider Trades (Form 4)
Note: Multiple open market sales occurred between Dec 4–11, 2024 near $98–$102 per share, reducing Class A holdings to 102,610, consistent with year-end beneficial ownership reported in the proxy ; see all Form 4 line items in filings linked above.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior 5-year public boards | None disclosed in biography |
| Shared directorships with key customers/suppliers | None disclosed |
Expertise & Qualifications
- Heavy industry/operator with multi-decade highway construction experience; led integration of ~35 acquisitions at Superfos; founder-level knowledge of ROAD .
- Board skills matrix highlights leadership, finance/accounting, government relations, heavy industry, investor relations, investments, HR/compensation, sustainability/ESG, and risk management for Owens .
- Education: B.B.A., Troy University .
Governance Assessment
-
Strengths
- Founder/operator with industry depth; substantial equity stake via Grace, Ltd. enhances alignment (11.5% of Class B; 7.5% voting power) .
- Board attendance threshold met; Audit Committee fully independent with two “financial experts”; recoupment (clawback) policy in place .
-
Risks and potential conflicts
- RED FLAG: Not independent; served as an employee (Vice Chairman) while on the Board; received $392,960 in salary/benefits in FY2024; no separate director fees .
- RED FLAG: Member of the Nominating & Corporate Governance Committee, which the company discloses is not independent under controlled company exemptions (potential entrenchment/perceived bias in nominations) .
- RED FLAG: Significant insider selling of Class A stock in Dec 2024 at ~$98–$102 across multiple transactions; while not determinative, clustered sales can be viewed as a cautionary sentiment signal by some investors (see Form 4s above). Links: https://www.sec.gov/Archives/edgar/data/1718227/000171822724000106/0001718227-24-000106-index.htm and https://www.sec.gov/Archives/edgar/data/1718227/000171822724000111/0001718227-24-000111-index.htm
- Related-party exposure: Owens is GP of Grace, Ltd. (5%+ holder) and participated in a 2024 exchange of 250,000 Class B for 250,000 Class A; no operating transactions with Grace were disclosed beyond share exchanges approved under policy . Company engages in other related-party arrangements with SunTx affiliates (e.g., $2.0mm management services; property access agreements), underscoring the broader controlled-company risk context (not specific to Owens) .
- RED FLAG (structural): Controlled company status concentrated with SunTx (51.2% voting power) allows election of all directors; limits minority influence on board composition and compensation governance .
-
Mitigants
- Independent Audit Committee oversight and formal related-party transaction policy reviewed by Audit Committee .
- No pledging disclosed for Owens; no outstanding director equity awards as of FY2024 that could create vesting-related incentives .
- Prior say-on-pay approval strong (97.2% in 2022), indicating historical shareholder support for compensation approach (context for company-level governance climate) .
Notes on Compensation Committee and Process (Context)
- Compensation Committee members: Fleming (Chair), Matteson, Shaffer (only independent member); uses an independent compensation consultant; focuses on pay-for-performance for executives, but the committee is not majority independent under controlled company exemptions .
Appendix: Selected Ownership and Structure Facts
- Dual-class structure: Class A = 1 vote; Class B = 10 votes; SunTx Group controls 51.2% of voting power; Class A outstanding 47,183,599; Class B outstanding 8,765,803 as of record date (Jan 20, 2025) .