Ned N. Fleming, III
About Ned N. Fleming, III
Executive Chairman and Class I director nominee; age 64. Co-founder of Construction Partners and Managing Partner of SunTx since 2001. Education: MBA with distinction from Harvard Business School and BA in Political Science from Stanford University. Not independent under Nasdaq rules; the company is a controlled company led by the SunTx Group, with Fleming playing a central governance role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Construction Partners, Inc. | Executive Chairman | Since inception | Board leadership and agenda-setting |
| SunTx Capital Partners | Managing Partner | Since 2001 | Sponsor/affiliated control stockholder of ROAD; governance influence |
| Spinnaker Industries, Inc. | President & COO | Until sale in 1999 | Led operations; prior public company experience |
| Dallas-based private investment firm | Investment professional | Prior to 2001 | Led acquisitions in food & beverage and defense |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Patrons Holdings, Inc. | Chairman | Current | Board leadership |
| Blackberry Patch, Inc. | Chairman | Current | Board leadership |
| Anchor Partners, LLC | Chairman | Current | Board leadership |
| Cone Machinery Holdings, LLC | Chairman | Current | Board leadership |
| RB Fire United, LLC | Chairman | Current | Board leadership |
| Veritex Holdings, Inc. | Director | Prior 5 years | Public company; finance/banking exposure |
| DF&R Restaurants, Inc. | Director | Prior | Formerly public; consumer/restaurant exposure |
| Spinnaker Industries, Inc. | Director | Prior | Public company; industrial exposure |
Board Governance
| Committee | Fleming Membership | Chair Role | Independence (Committee) | FY2024 Meetings |
|---|---|---|---|---|
| Compensation Committee | Member | Chairperson | Only Shaffer independent; Fleming and Matteson not independent | 6 |
| Nominating & Corporate Governance Committee | Member | Chairperson | None of the members independent | 1 |
| Audit Committee | Not a member | — | Entirely independent (Skelly Chair; McKay; Shaffer) | Not specified here |
- Board met six times in FY2024; no director attended fewer than 75% of meetings; all directors attended the most recent Annual Meeting .
- Board skills matrix indicates Fleming is relied upon for leadership, finance/accounting, insurance, heavy industry, investor relations, investments, HR/compensation, sustainability/ESG, risk management, and capital markets .
- Controlled company: SunTx Group holds majority voting power; ROAD is exempt from certain Nasdaq governance requirements including majority independent board and fully independent compensation and nominating committees .
Fixed Compensation
| Element | Details |
|---|---|
| Non-employee director retainer (Nov 2021 one-time grant covering FY2022–FY2024) | 42,500 restricted shares of Class A for Fleming; vesting 2/3 on Jan 1, 2024 and 1/3 on Jan 1, 2025 |
| FY2024 director compensation reported | No additional grants or payments to non-employee directors; Fleming shown as “—” in FY2024 director comp table |
Performance Compensation
| Award | Grant Timing | Type | Quantity | Vesting/Terms |
|---|---|---|---|---|
| Transaction Bonus Award (Lone Star Acquisition) | Following fiscal year-end FY2024 | Restricted stock | 10,000 Class A; 11,000 Class B | Vesting schedule not disclosed in proxy |
Note: The transaction bonus is discretionary and linked to acquisition execution; no specific performance metrics or vesting details disclosed in the proxy .
Other Directorships & Interlocks
| Party | Relationship to Fleming | Nature of Arrangement | Amount/Date |
|---|---|---|---|
| SunTx Capital Management (affiliate of SunTx) | Fleming is majority shareholder and sole director of SunTx Capital II Management, GP of SunTx entities | Management services agreement for financing, strategy, business development | ~$2.0 million paid in FY2024; agreement expires Oct 1, 2028 |
| Island Pond Corporate Services, LLC | Property owned by affiliates of Fleming | Access agreement for business development use of land | $400,000 paid in FY2024 |
| 2023 Exchange Agreement | SunTx Partners II, SunTx Partners II Dutch, AMDG, CJCT | Exchanges of Class A and Class B shares; company facilitated | Dec 1, 2023; no change to total shares outstanding |
| 2024 Exchange Agreement | Fleming, CEO Smith, Fleming Family Trust, McKay Trust, Nelson Fleming IV, SunTx entities, Grace, Ltd. | Exchanges of Class A and Class B shares; company facilitated | May 22, 2024; no change to total shares outstanding |
| SunTx governance interlocks | Jennings and Matteson are shareholders of SunTx Capital II Management; Matteson GP of AMDG; Jennings GP of CJCT | Overlapping control and share exchanges among board members | Disclosed affiliations and transactions |
Expertise & Qualifications
- Founding executive with deep industry knowledge; extensive leadership and capital markets experience .
- Finance/accounting, risk management, and HR/compensation expertise; relied upon by Board per skills matrix .
- Education: MBA (Harvard Business School); BA (Stanford University) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 64,369 |
| Class A % of class | Less than 1% (“*”) |
| Class B shares beneficially owned | 6,130,355 |
| Class B % of class | 69.9% |
| Total voting power | 45.5% (A and B voting together) |
| Shares pledged as collateral | 300,000 Class B shares held by NNFIII ROAD, LLC pledged under a prepaid variable forward sale contract; company approved pursuant to policy |
Related party employment: N. Nelson Fleming, IV (son) serves as VP Strategy & Business Development; FY2024 compensation approx. $460,000 cash, $42,630 benefits, and $288,530 equity grant date fair value (incl. PSU target 3,656 shares), total ~$791,160 .
Governance Assessment
-
Positive signals:
- Audit Committee is fully independent; includes two “financial experts” and is chaired by Noreen Skelly; recommended inclusion of audited financials .
- Board and committee meeting participation robust; no director below 75% attendance in FY2024; all directors attended latest Annual Meeting .
- Prior say-on-pay support strong: ~97.2% approval in 2022; triennial vote cadence set, with next in 2028 .
-
RED FLAGS / Conflict risks:
- Controlled company status with SunTx majority voting power; exemption from majority independent board and fully independent compensation/nominating committees reduces minority shareholder protections .
- Fleming chairs Compensation and Nominating & Governance Committees despite non-independence; Compensation Committee had only one independent member in FY2024 (Shaffer) .
- Extensive related-party dealings tied to SunTx and Fleming affiliates: $2.0M annual management services to SunTx Capital Management through 2028 ; $400,000 access agreement payments to Island Pond (Fleming affiliates) .
- Equity pledge: 300,000 Class B shares pledged via PVF contract (NNFIII ROAD, LLC), which can misalign incentives or introduce liquidity/control risks; though pre-approved by company policy .
- Family employment: Son (Nelson Fleming) employed as VP Strategy with substantial compensation and PSUs, increasing perceived related-party influence .
- Share exchange agreements involving Fleming and SunTx entities; while not changing total shares outstanding, they underscore concentrated control and interlocks among board members affiliated with SunTx (Jennings, Matteson) .
Overall: Fleming’s operational and investing expertise and high voting stake provide continuity and strategic direction, but concentrated control, non-independent leadership of key committees, and recurring related-party transactions present governance risks that investors should monitor closely, including independence enhancements, policies on pledging, and robust Audit Committee oversight of related-party arrangements .