Craig Jennings
About Craig Jennings
Craig Jennings (age 66) is a Class II director of Construction Partners, Inc. (ROAD) serving since 2017; he is a partner and Chief Financial Officer of SunTx, holds a BBA from the University of Toledo, and is a Certified Public Accountant, with prior finance leadership roles at Spinnaker Industries and senior audit experience at Ernst & Young LLP . His current term expires at the 2026 Annual Meeting of Stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunTx | Partner and Chief Financial Officer | Since 2001 | Private equity/financial leadership |
| Spinnaker Industries, Inc. (public) | Vice President of Finance and Treasurer | Until sale in 1999 | Finance leadership at public materials manufacturer |
| Public oil field services company | Senior finance positions | Not disclosed | Finance leadership experience |
| Public food & beverage company | Senior finance positions | Not disclosed | Finance leadership experience |
| Ernst & Young LLP | Senior Audit Manager | Not disclosed | Audit/accounting expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company directorships past 5 years) | — | — | ROAD biography does not list other public boards for Jennings |
Board Governance
- Board classification: Class II; term expires at 2026 Annual Meeting .
- Committee memberships: Nominating & Corporate Governance Committee (not chair) ; that committee’s members were all non‑independent in FY2024 .
- Independence status: ROAD is a “controlled company”; independent directors are McKay, Shaffer, and Skelly—Jennings is not identified as independent under Nasdaq rules .
- Meeting attendance: Board met six times in FY2024; no director attended fewer than 75% of combined Board/committee meetings; all directors attended the most recent Annual Meeting .
- Committee activity: Audit Committee met five times in FY2024; Compensation Committee met six; Nominating & Corporate Governance met once .
- Executive sessions: As a controlled company, ROAD maintains the requirement that independent directors hold regular executive sessions .
Fixed Compensation
- Director retainers were paid via equity: One-time restricted stock grants approved in November 2021 to cover FY2022–FY2024 retainers—Jennings received 17,000 shares of Class A restricted stock; two-thirds vested on January 1, 2024 and one-third on January 1, 2025 .
- FY2024 director compensation table shows no additional compensation for Jennings; only Vice Chairman Owens received employee compensation for his separate employee role .
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | Not paid | Retainer delivered via restricted stock grant (Nov 2021) |
| Meeting/committee fees | Not paid | No additional grants or payments in FY2024 |
| Equity retainer | 17,000 Class A RS | 2/3 vest 1/1/2024; 1/3 vest 1/1/2025 |
Performance Compensation
- No performance-based director compensation disclosed; equity retainers were time-based restricted stock. Performance metrics (e.g., TSR, EBITDA, ESG) for directors are not specified .
| Performance Metric | Target | Measurement Period | Payout Linkage |
|---|---|---|---|
| None disclosed | — | — | Director equity retainer is time‑based, not performance‑based |
Other Directorships & Interlocks
| Entity | Relationship/Role | Nature of Interlock/Transaction | Notes |
|---|---|---|---|
| SunTx Capital II Management Corp. | Jennings is a shareholder | Shared voting arrangements; SunTx group controls majority voting power; Jennings may be deemed to beneficially own securities held by SunTx entities (pecuniary interest disclaimer) | Controlled company exemption applies; governance implications |
| CJCT Associates, L.P. | General partner | Holds 351,178 Class B shares attributable to Jennings’s beneficial ownership | CJCT participated in 2023 share exchange (100,000 Class B for 100,000 Class A) |
| 2023 Exchange Agreement | Participant via CJCT | Company facilitated exchanges among SunTx-affiliated holders; totals unchanged post-exchange | Related-party dynamic among SunTx affiliates |
| 2024 Exchange Agreement | Not listed as CJCT participant; broader SunTx/insider exchanges | Company facilitated exchanges among SunTx/insiders and Grace, Ltd.; totals unchanged post-exchange | Demonstrates ongoing insider-led share class exchanges |
Expertise & Qualifications
- Finance/accounting, leadership, investor relations, HR/compensation, risk management, capital markets experience identified in BOARD skills matrix for Jennings .
- CPA credential; BBA in business administration; extensive investment/financial management background .
Equity Ownership
- Jennings’s beneficial ownership reflects significant Class B holdings and voting influence, linked to SunTx entities and CJCT.
| Metric | FY2023/Record 2024 | FY2024/Record 2025 |
|---|---|---|
| Class A shares | 427,722 | 57,201 |
| Class B shares | 4,549,054 | 4,563,371 |
| % of Class B | 50.6% | 52.1% |
| % of Total Voting Power | 34.3% | 33.9% |
| Unvested RS (as of 2023) | 5,667 Class A shares vesting 1/1/2025 | Vested on 1/1/2025 (not separately listed) |
| Pledged Shares | No pledging disclosed for Jennings; pledges disclosed for other executives (e.g., CEO Smith, Harper) |
Compensation Committee Analysis
- Composition (FY2024): Fleming (Chair), Matteson, Shaffer; only Shaffer is independent under Nasdaq rules; met six times .
- Use of independent compensation consultant: Dana Krieg retained in FY2023 to advise the Compensation Committee; committee retains sole authority over consultant engagement and fees .
- Peer group: Company does not use a formal compensation peer group due to industry uniqueness; relies on market knowledge and internal relationships .
Say-on-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Broker Non-Votes | Abstentions |
|---|---|---|---|---|
| Advisory approval of executive compensation (2025 Annual Meeting) | 110,739,431 | 11,097,487 | 2,235,647 | 23,405 |
- Advisory say‑on‑pay approval equates to approximately 90.9% support among votes cast for/against (110,739,431/(110,739,431+11,097,487)) .
Governance Assessment
- Controlled company status: SunTx group holds majority voting power; ROAD avails itself of Nasdaq controlled-company exemptions (no requirement for majority independent board; non‑independent Compensation and Nominating committees). This structurally limits independent oversight and concentrates influence among SunTx affiliates including Jennings—a material governance risk for minority shareholders .
- Committee independence: Jennings serves on the Nominating & Corporate Governance Committee, which had no independent members and met only once in FY2024, reducing independent nomination rigor and board refresh dynamics .
- Ownership concentration & related-party dynamics: Jennings’s substantial Class B ownership and interlocks (SunTx shares, CJCT LP, exchange agreements) amplify influence and potential conflicts in decisions affecting control and director nominations .
- Attendance and engagement: Board/committee attendance was above the 75% threshold; Board met six times in FY2024; this is positive on process engagement .
- Director pay alignment: Equity-heavy director retainer via restricted stock grants aligns director pay with shareholder outcomes (time-based vesting); no incremental cash fees disclosed for Jennings in FY2024 .
- RED FLAGS
- Non‑independent Nominating & Corporate Governance Committee with SunTx-affiliated members (including Jennings) .
- High concentration of voting power via Class B shares and SunTx-related entities; Jennings’s role as SunTx CFO and shareholder in SunTx Capital II Management suggests potential conflicts in board composition and strategic decisions .
- Insider exchange agreements among SunTx affiliates and related parties indicate ongoing share-class engineering that may entrench control dynamics .