Noreen E. Skelly
About Noreen E. Skelly
Independent director (since 2019), age 60, and current Audit Committee Chair at Construction Partners, Inc. (ROAD). Skelly is a career banking and finance executive: currently CFO of Blue Sky Bank; previously CFO of Broadway National Bank and EVP/CFO of Veritex Holdings, Inc. (public) with earlier roles at Highlands Bancshares, Comerica, and ABN AMRO/LaSalle. She holds an MBA from the University of Chicago Booth and a BBA in Finance from the University of Texas at Austin. The Board met six times in FY2024 with no director under 75% attendance, and Skelly serves as an “audit committee financial expert” under SEC rules and as an independent director under Nasdaq and Rule 10A-3 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Sky Bank | Chief Financial Officer | Current (as of proxy date) | Senior finance leadership |
| Broadway National Bank (San Antonio) | Chief Financial Officer | Aug 2021 – Aug 2022 | Senior finance leadership |
| Veritex Holdings, Inc. (NASDAQ: VBTX) | EVP & Chief Financial Officer | Jun 2012 – Jan 2019 | Public company CFO; capital markets experience |
| Highlands Bancshares, Inc. | Chief Financial Officer | Prior to Veritex | Corporate finance leadership |
| Comerica Bank; ABN AMRO/LaSalle Bank | Senior corporate finance roles | Prior | Corporate finance leadership |
| Federal Reserve Bank of Chicago; Board of Governors (Washington) | Analyst → Accounting policy analyst | Early career | Regulatory/accounting policy expertise |
External Roles
| Category | Role | Detail |
|---|---|---|
| Current public company boards | — | None disclosed in the last five years |
| Prior public company boards | — | None disclosed in the last five years |
| Private/non‑profit/academic | — | Not disclosed |
Board Governance
| Governance Item | Status / Detail |
|---|---|
| Committee assignments | Audit Committee (Chair) |
| Independence | Independent director under Nasdaq; meets Rule 10A‑3 heightened independence for Audit Committee |
| Financial expertise | Designated “audit committee financial expert” (SEC criteria) |
| Attendance | Board met 6 times in FY2024; no director <75% of meetings |
| Audit Committee activity | 5 meetings in FY2024 |
| Executive sessions | Non‑management directors meet regularly in executive session |
| Board structure context | ROAD is a “controlled company” under Nasdaq due to SunTx majority voting power; Audit Committee fully independent, but Compensation and Nominating committees are not majority independent under the controlled company exemptions . |
Fixed Compensation (Director)
| Component | Amount/Structure | Dates/Terms |
|---|---|---|
| Equity retainer (non‑employee directors) | 17,000 restricted Class A shares (one‑time grant approved Nov 2021) to each non‑employee director (including Skelly) | 2/3 vested Jan 1, 2024; 1/3 vested Jan 1, 2025 |
| Cash retainer / meeting fees | Not separately disclosed for FY2024; director compensation emphasized in equity form | No additional grants or payments to directors in FY2024 (except employee‑director Owens’ salary/benefits) |
Performance Compensation (Director)
- ROAD does not use performance‑based compensation for non‑employee directors; compensation is primarily equity retainers (restricted stock). No options or PSUs for directors were disclosed for FY2024; no additional director grants in FY2024 beyond the 2021 program .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Skelly |
| Prior public company directorships (last 5 yrs) | None disclosed for Skelly |
| Compensation committee interlocks (company‑wide) | None involving ROAD executive officers in FY2024; no executive served on another company’s comp committee whose executives served on ROAD’s Compensation Committee |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Audit committee financial expert | Designated under SEC rules |
| Finance/Accounting | Board skills matrix; career CFO roles |
| Capital markets | Board skills matrix; public company CFO experience |
| Risk management | Board skills matrix; audit/risk oversight as Chair |
| Education | MBA (Chicago Booth); BBA Finance (UT Austin) |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 20,434 | Includes 3,434 shares held by the Skelly Revocable Trust (co‑trustee) |
| Class B shares beneficially owned | — | None disclosed |
| Ownership as % of class | <1% | Asterisked “less than 1%” in ownership table |
| Voting power % (overall) | <1% | Asterisked “less than 1%” |
| Pledged or hedged shares | None disclosed for Skelly; company prohibits short sales/derivative hedges for directors (limited exceptions) |
Governance Assessment
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Strengths and positive signals
- Independent Audit Chair and SEC “financial expert” with deep bank CFO and regulatory accounting background; Audit Committee fully independent and active (5 meetings) .
- Board attendance strong; no director under 75% in FY2024; directors attend annual meeting, indicating engagement .
- Director compensation delivered primarily via equity, with Skelly’s 2021 restricted stock retainer now fully vested—aligning economic interests with shareholders .
- Strong recent shareholder support: 2025 say‑on‑pay passed 110.74M For vs. 11.10M Against; RSM ratified with 123.89M For, signaling broad investor confidence in governance/oversight .
-
Risks and potential red flags (board‑level context)
- Controlled company and dual‑class voting concentrate control with SunTx (65% of voting power; SunTx Group 51.2% total voting power), allowing exemptions such that Compensation and Nominating/Governance committees are not majority independent—heightening entrenchment and related‑party risk at the board level .
- Related‑party ecosystem tied to SunTx and certain executives (e.g., management services fees, family employment, exchanges) exists; however, no related‑party transactions are disclosed involving Skelly personally, and the Audit Committee reviews such transactions under a written policy .
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Net view: Skelly’s profile (independent, audit‑savvy, capital markets experience) and her chairing of an independent Audit Committee serve as governance mitigants in a controlled‑company structure. Continued transparency on related‑party oversight and maintaining a fully independent Audit Committee remain critical to investor confidence .