Michael H. McKay
About Michael H. McKay
Independent Class III director of Construction Partners, Inc. since 2002; age 63. Advisory Partner at Bain & Company (since 2009) after a career founding Bain’s Private Equity Group; prior roles include CIO of a Washington, D.C.-based principal investment firm (2004–2006) and Managing Partner of a Boston hedge fund (2006–2009). Education: MBA, University of Chicago Booth (Mayer Prize, top graduating student); BA, Economics (high distinction), Harvard University. Term expires at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Advisory Partner; helped found Private Equity Group; evaluated strategies for hundreds of businesses | Advisory Partner since 2009; at Bain since 1987 | Deep private equity and strategy expertise applied to audit oversight and risk management |
| Principal investment firm (Washington, D.C.) | Chief Investment Officer | 2004–2006 | Public and private investing; informs capital allocation and governance judgment |
| Boston-based hedge fund | Managing Partner | 2006–2009 | Public markets perspective; risk and performance discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hubbardton Forge, LLC | Director | Current (as of proxy) | Private company board; governance and strategy oversight |
| Big Outdoor Holdings, LLC | Director | Until 2023 | Board service concluded in 2023 |
| Brandeis International Business School | Senior Lecturer | 2010–2022 | Academic role; finance/markets instruction |
Board Governance
- Board/class/term: Class III director; term expires at the 2027 annual meeting.
- Committees: Audit Committee member (Chair: Noreen Skelly). Audit Committee met 5 times in FY2024.
- Financial expertise: Board has determined Mr. McKay qualifies as an “audit committee financial expert.”
- Independence: Board determined Mr. McKay is independent under Nasdaq rules and meets Rule 10A‑3 heightened independence for Audit Committee membership.
- Attendance/engagement: Board met 6 times in FY2024; no director attended fewer than 75% of combined board and committee meetings; all directors attended the most recent annual meeting.
- Executive sessions: Non‑management directors meet regularly in executive sessions.
- Controlled company context: ROAD is a Nasdaq “controlled company” due to SunTx’s majority voting power; not required to have a majority‑independent board, nor fully independent Compensation or Nominating committees, though the Audit Committee must be fully independent.
Fixed Compensation (Director)
| Component | Detail | Vesting/Timing |
|---|---|---|
| Equity retainer (one-time covering FY2022–FY2024) | 17,000 restricted shares of Class A common stock granted in Nov 2021 | Two‑thirds vested Jan 1, 2024; remaining one‑third vested Jan 1, 2025 |
| Cash retainer/meeting fees | Not separately paid for FY2024 (structure emphasized equity retainer); expenses reimbursed | N/A |
Performance Compensation (Director)
- No performance‑based director compensation disclosed; structure favors time‑based equity retainer to align with shareholders.
Other Directorships & Interlocks
- Public company directorships (last 5 years): None disclosed for Mr. McKay.
- Compensation committee interlocks: None—ROAD reports no interlocks involving its executive officers and other issuers’ compensation committees during FY2024. Mr. McKay is not on ROAD’s Compensation Committee.
Expertise & Qualifications
- Skills matrix indicates strengths in Leadership, Finance/Accounting, Heavy Industry, Investor Relations, Investments, Risk Management, and Capital Markets.
- Board-designated audit committee financial expert.
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Michael H. McKay | 25,192 | <1%* | 73,197 | <1%* | Class B held by the Michael H. McKay Trust (revocable; Mr. McKay sole trustee) |
| No pledges disclosed for Mr. McKay; pledging disclosed for certain others (e.g., NNFIII; CEO Smith; SVP Harper) but not for Mr. McKay. |
*Represents less than 1%.
Governance Assessment
Strengths
- Independent director with deep finance, private equity, and public markets expertise; designated audit committee financial expert—supports robust financial reporting oversight.
- Solid engagement—committee and board attendance thresholds met; Audit Committee active (5 meetings FY2024); directors attend annual meeting.
- Director pay design emphasizes equity ownership; multi‑year vesting supports long‑term alignment.
Risks/Watch items
- Controlled company status centralizes voting power with SunTx; Compensation and Nominating/Governance committees are not majority independent (Compensation Committee: only one independent member; Nominating/Governance Committee: none independent)—a governance weak point even though Audit remains fully independent.
- Related‑party exposure at the company level: management services agreement with SunTx Capital Management (~$2.0M paid in FY2024) and family employment ties to the Executive Chairman; McKay, as an independent Audit member, is part of the oversight mechanism for such transactions.
- Say‑on‑pay support remains high but merits ongoing monitoring given committee independence profile (FY2025 advisory vote results: For 110,739,431; Against 11,097,487; Abstain 23,405; Broker non‑votes 2,235,647).
Shareholder feedback signals
- FY2025 annual meeting results: director slate re‑elected; high approval for auditor ratification and executive compensation advisory vote.
Overall: McKay’s independence, audit leadership credentials, and long tenure provide stability and investor confidence on financial oversight. The principal governance concern is ROAD’s controlled company structure and non‑independent composition of the Compensation and Nominating committees (not specific to McKay), which investors should weigh against the company’s practice of keeping the Audit Committee fully independent and appointing financially expert members like McKay.