Stefan L. Shaffer
About Stefan L. Shaffer
Stefan L. Shaffer (age 67) is an independent Class III director of Construction Partners, Inc. (ROAD) who has served on the Board since 2018. He is Managing Partner and co-founder (1989) of SPP Capital Partners, with prior roles as Vice President in the Private Placement Group at Bankers Trust (1986–1989) and attorney at White & Case (1982–1986). He holds a J.D. from Cornell University Law School and a B.A. from Colgate University. The Board has determined Mr. Shaffer is “independent” under Nasdaq rules and meets the heightened independence requirements for Audit Committee membership under Exchange Act Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bankers Trust Company | Vice President, Private Placement Group | 1986–1989 | Private placements and financing expertise |
| White & Case LLP | Attorney (private practice) | 1982–1986 | Legal training relevant to governance and transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SPP Capital Partners | Managing Partner; Co-founder | 1989–Present | Middle-market investment banking and asset management |
Board Governance
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Committee assignments and roles
- Audit Committee: Member; committee composed entirely of independent directors; 5 meetings in FY2024; Board deems all members financially literate; two members (McKay, Skelly) qualify as “audit committee financial experts” .
- Compensation Committee: Member; 6 meetings in FY2024; Mr. Shaffer is the only independent member; chair is Ned N. Fleming, III (non-independent due to SunTx affiliation) .
- Nominating & Corporate Governance Committee: Not a member .
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Independence and attendance
- Board independence determination: McKay, Shaffer, Skelly are independent; ROAD is a “controlled company” under Nasdaq rules due to SunTx majority voting power (exempt from certain governance requirements) .
- Attendance: Board met 6 times in FY2024; no director attended fewer than 75% of aggregate Board and committee meetings during their service period .
- Executive sessions: Non-management directors meet regularly in executive sessions without management .
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Governance context and potential conflicts
- Controlled company status (SunTx) exempts ROAD from majority-independent board and fully independent compensation and nominating committees; Audit Committee remains fully independent as required .
- Related-party ecosystem includes SunTx management services ($2.0M in FY2024), insider exchanges among major holders, and several family employment/transactions; these are reviewed under a formal related party policy via the Audit Committee .
Fixed Compensation
| Item | Detail |
|---|---|
| Director retainer structure | One-time equity retainer granted in Nov 2021 covering FY2022–FY2024: 17,000 restricted shares of Class A common stock to each of Messrs. Jennings, Matteson, McKay, Shaffer and Ms. Skelly; 2/3 vested on Jan 1, 2024; remaining 1/3 vested on Jan 1, 2025 . |
| FY2024 incremental director pay | No additional grants or payments to non-employee directors during FY2024 (expenses reimbursed only); as of 9/30/2024, no outstanding director equity awards other than the Nov 2021 grants . |
| FY2024 director compensation table (Shaffer) | “—” for Other Compensation and Total (i.e., no separate FY2024 cash/equity beyond the pre-existing retainer grant) . |
Performance Compensation
| Director Performance-Based Compensation | Disclosure |
|---|---|
| Cash bonus metrics (director) | None disclosed for non-employee directors . |
| Performance-vested equity (director) | None disclosed for non-employee directors (retainer equity was time-based) . |
Other Directorships & Interlocks
- Other public company directorships (past 5 years): None disclosed for Mr. Shaffer in the Board biographies section that lists such roles when applicable .
- Compensation Committee interlocks: During FY2024, the Compensation Committee comprised Fleming (Chair), Matteson, and Shaffer; no executive officer served on a board/committee of an entity whose executives served on ROAD’s Compensation Committee or Board .
Expertise & Qualifications
- Finance/Accounting; Investments; Capital Markets; Risk Management; Leadership; HR/Executive Compensation; Government Relations (skills matrix marks indicate areas on which the Board particularly relies for Mr. Shaffer) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A common stock beneficially owned | 31,995 shares; less than 1% of class (“*”) |
| Class B common stock beneficially owned | —; less than 1% of class (“*”) |
| % of total voting power | “*” (less than 1%) |
| Shares outstanding at record date | 47,183,599 Class A; 8,765,803 Class B (for context) |
| Pledged shares (director) | None disclosed for Mr. Shaffer; pledges disclosed for certain other insiders (e.g., N.N. Fleming III; F.J. Smith III) with Company-approved arrangements . |
Governance Assessment
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Strengths
- Independent director qualified for Audit Committee service with extensive capital markets and financing background; serves on both Audit and Compensation Committees, indicating high engagement .
- Director retainer paid in multi-year, time-vested equity, aligning interests with shareholders; no additional FY2024 director pay beyond the 2021 multi-year award; expenses reimbursed only .
- Board and committee attendance robust at the aggregate level (no director below 75%) .
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Contextual risks and red flags (Board-level environment)
- Controlled company exemptions: Board not required to be majority independent; Compensation and Nominating Committees not required to be fully independent; Compensation Committee had only one independent member (Mr. Shaffer) in FY2024; chair was a SunTx affiliate .
- Related-party transactions and family employment present governance complexity and potential perception risk, though subject to Audit Committee review and a formal related-party policy (e.g., SunTx management services of ~$2.0M in FY2024; various family employment/transactions) .
- Share pledging by major insiders (not by Mr. Shaffer) was disclosed and pre-approved under Company policy .
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Shareholder feedback
- Say-on-Pay (Advisory): For 2025 Annual Meeting, votes “For” 110,739,431; “Against” 11,097,487; Broker Non-Votes 2,235,647; Abstentions 23,405—indicating strong overall support for executive compensation .
RED FLAGS: Controlled company exemptions limiting independence on key committees; only one independent member (Shaffer) on Compensation Committee in FY2024; material related-party transactions and insider share pledges by other insiders (not Shaffer) raise perception risks and warrant continued monitoring .
Notes and Sources
- Unless otherwise indicated, data are from ROAD’s latest definitive proxy statement filed January 24, 2025 and related Annual Meeting 8-K (Item 5.07) filed March 21, 2025: .