Mark R. Matteson
About Mark R. Matteson
Mark R. Matteson, 61, has served on Construction Partners, Inc.’s (ROAD) Board since inception and is a Class II director with a term expiring at the 2026 Annual Meeting. He is a partner at SunTx Capital Partners since 2001, and previously served as Vice President of Corporate Development at Spinnaker Industries, Inc. (public) until its 1999 sale. He holds an MBA from Georgetown University and a BA in Foreign Service and International Politics from Penn State. The Board has not designated him “independent” under Nasdaq rules; only McKay, Shaffer, and Skelly are deemed independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Construction Partners, Inc. | Director (Class II) | Since inception; term expires 2026 | Long-tenured board member with industry knowledge |
| SunTx Capital Partners | Partner | Since 2001 | Sponsor/controlling shareholder group; governance influence |
| Spinnaker Industries, Inc. | VP, Corporate Development | Until sale in 1999 | Public company transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freedom Truck Finance, LLC | Chairman of the Board | Current | Private company oversight |
| Anchor Partners, LLC | Director | Current | Private company oversight |
| Other public company boards | None currently | — | The proxy notes no directors currently serve on other public company registrant boards |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Compensation Committee member; Nominating & Corporate Governance Committee member |
| Committee chairs | Compensation Committee chaired by Ned N. Fleming, III; Nominating & Corporate Governance chaired by Ned N. Fleming, III |
| Audit Committee | Not a member; Audit Committee comprises Skelly (Chair), McKay, Shaffer—all independent |
| Independence status | Not independent; only McKay, Shaffer, Skelly deemed independent (controlled company exemption) |
| Controlled company | SunTx Group holds majority voting power; ROAD uses Nasdaq controlled company exemptions |
| Board meetings and attendance | Board met 6 times in FY2024; no director attended fewer than 75% of Board/committee meetings; all directors attended most recent annual meeting |
| Executive sessions | Non-management directors meet regularly in executive sessions per Corporate Governance Guidelines |
| Term | Class II director; term expires at 2026 Annual Meeting |
Fixed Compensation (Director)
| Component | Amount/Details | Timing/Vesting |
|---|---|---|
| Equity retainer (Class A RS) | 17,000 shares granted Nov 2021 (one-time retainer for FY2022–FY2024) | 2/3 vested Jan 1, 2024; 1/3 vested Jan 1, 2025 |
| Cash fees/meeting fees | Not disclosed; directors reimbursed for expenses; no additional grants/payments to directors in FY2024 beyond prior retainer | Ongoing expense reimbursement |
Performance Compensation (Director)
No performance-based director compensation disclosed (director pay is equity retainer; no PSUs/options for non-employee directors in FY2024) .
Other Directorships & Interlocks
| Entity | Relationship | Transaction/Exposure | FY2024 Amount | Notes |
|---|---|---|---|---|
| SunTx Capital Management (affiliate of SunTx) | SunTx provides management services to ROAD | Management services agreement; advisory on financing, strategy, business development | ~$2.0 million paid by ROAD | Transactions involving SunTx may be attributed to Fleming and Matteson given their SunTx roles |
| SunTx Group | Controlling shareholder | Majority voting power; can elect Board and control outcomes under dual-class structure | — | SunTx Group held 51.2% of total voting power as of record date |
| N. Nelson Fleming, IV (family of Executive Chairman) | Employed by ROAD | Compensation (cash, benefits, equity grants) | ~$791,160 total FY2024 | Related-party employment; highlights SunTx family ties within management |
Expertise & Qualifications
- Leadership; Finance/Accounting; Insurance; Heavy Industry; Investor Relations; Investments; HR/Executive Compensation; Risk Management; Capital Markets .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % of Total Voting Power |
|---|---|---|---|---|---|
| Mark R. Matteson | 70,932 | * | 4,613,872 | 52.6% | 34.3% |
Footnotes and details:
- Includes shares beneficially owned via SunTx Capital II Management; SunTx has shared voting power over certain affiliated holdings; Matteson (with Fleming and Jennings) may be deemed to beneficially own SunTx Entities’ securities, disclaims beneficial ownership except to extent of pecuniary interest .
- Additional Matteson-related holdings: 400,715 Class B via AMDG Associates, L.P.; 4,942 Class B via AMDG Associates II, L.P.; 125 Class B via SunTx Capital Savings Plan FBO Mark Matteson .
- Pledging: Proxy discloses pledging for certain other insiders; no pledging disclosed for Matteson .
Governance Assessment
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Strengths:
- Deep sector and transaction experience; long-tenured director with industry knowledge .
- Board and committee activity levels disclosed; Compensation Committee met 6×, Audit 5×, Nominating 1× in FY2024; board attendance strong (≥75% for all directors) .
- Director pay in stock enhances alignment (multi-year restricted stock retainer) .
- Formal related-party transaction review policy through Audit Committee; incentive compensation recoupment policy (clawback) in place .
-
Concerns and red flags:
- Controlled company with dual-class voting; SunTx Group has majority voting power and can elect all directors and control proposals; concentration risk for minority shareholders .
- Independence: Matteson is not independent; Compensation Committee majority non-independent (Fleming chair, Matteson member; only Shaffer independent); Nominating & Corporate Governance Committee entirely non-independent .
- Related-party exposure: $2.0M annual fees to SunTx Capital Management under a management services agreement; transactions attributable to SunTx affiliates of directors (Fleming, Matteson) .
- Familial ties: Executive Chairman’s son employed with substantial compensation, raising potential perceived conflicts within a controlled structure .
Implication: Matteson’s significant beneficial voting power and SunTx affiliation strengthen sponsor alignment but reduce board independence and heighten related-party scrutiny—material governance considerations for investors under a controlled company framework .