Matthew Flemming
About Matthew Flemming
Matthew Flemming (age 56) joined SKYQ’s board in November 2023 and was elevated to independent Chairman on August 28, 2025 . He holds a B.A. in Finance from the University of Houston and brings operating, finance, and public-company governance experience across energy, logistics, and industrials; the board classifies him as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnhart Group Inc. (formerly SMG Industries Inc.) | Chairman; Interim CEO & Interim CFO (Jan 2021–Jul 2023); CEO (2017–2020); continues as Chairman | Dec 2020–present (Chair); prior executive roles as noted | Led corporate governance/finance; logistics/services operator |
| Correlate Energy Corp. | Director; prior CEO and acting CFO (May–Dec 2021) | May 2021–Oct 2024 as director; continues to serve as member of its board per proxy text | Distributed energy; capital markets exposure |
| HII Technologies Inc. | Chairman & CEO | Jun 2011–Mar 2016 | Oilfield services; company later entered Ch.11 after his tenure (see Legal Proceedings) |
| Hemiwedge Industries Inc. | CFO | 2009–2011 | Valve technology (oilfield) |
| Shumate Industries, Inc. | CFO | 2005–2009 | Oilfield manufacturing |
| Excalibur Industries, Inc. | CFO | 2001–2005 | Industrial/energy manufacturer |
| WorldByNet, Inc. | CEO | Jun 1999–Mar 2001 | Technology operations leadership |
| FARO Pharmaceuticals, Inc. | Founder & CEO | Jan 1994–May 1999 | Built specialty products company |
External Roles
| Company | Public/Private (per proxy) | Role | Committee Roles |
|---|---|---|---|
| Barnhart Group Inc. (formerly SMG Industries Inc.) | Not specified | Chairman (current) | Not disclosed |
| Correlate Energy Corp. | Not specified | Director (see note on tenure) | Not disclosed |
Note: The proxy states he served on Correlate Energy Corp.’s board from May 2021 through Oct 2024 and “continues to serve as a member of its board,” implying ongoing service despite the dated range .
Board Governance
- Independence and leadership: Independent Chairman of the Board; Board affirms Flemming’s independence and positions an independent chair as appropriate for oversight .
- Committee structure and assignments:
- Audit Committee: Members – Flemming (Chair), Marcus Laun, Leo Womack. Flemming designated as the “audit committee financial expert.” Responsibilities include auditor oversight, internal controls, and approval of related-party transactions .
- Compensation Committee: Members – Leo Womack (Chair), Matthew Flemming. Oversees executive and director pay structure .
- Nominating/Governance: Not yet established; board intends to form upon appointing additional independents .
- Attendance and engagement: Each director attended at least 75% of formal board meetings in FY2024; meetings also conducted by written consent as needed .
| Governance Element | Status/Detail | Citation |
|---|---|---|
| Director independence | Independent (Nasdaq/SEC standards) | |
| Board leadership | Independent Chairman (Flemming) | |
| Committees | Audit (Chair: Flemming); Compensation (Member) | |
| Audit financial expert | Yes (Flemming) | |
| Attendance threshold | ≥75% for each director in 2024 |
Fixed Compensation (Director Fees)
| Year | Cash Retainer and Fees ($) | Committee Chair/Member Fees | Total ($) |
|---|---|---|---|
| 2024 | 77,500 | Not separately itemized; Flemming served as Audit Chair and on Compensation Committee | 77,500 |
| 2024 (alternate table in proxy) | 66,000 | Not itemized | 66,000 |
The DEF 14A includes two director-compensation tables with differing 2024 totals for Flemming ($77,500 vs. $66,000). The detailed matrix shows $77,500; the simpler table shows $66,000. The proxy also notes he served as Audit Committee Chair and as a member of the Compensation Committee in 2024, which may explain higher cash fees; however, the document does not itemize components. Treat as a disclosure inconsistency to monitor in future filings .
Performance Compensation (Equity/Variable)
| Element | Grant/Terms | Metric/Performance Link | Status |
|---|---|---|---|
| Annual equity grant (director) | None disclosed in 2024 for Flemming; director pay appears all-cash | N/A | No equity awards recorded for 2024 in tables |
| Pending equity issuance | 150,000 shares under 2020 Stock Plan amendment, contingent on shareholder approval | Time-based; no performance metrics disclosed | “Will be issued” upon plan amendment approval; not included in 2024 totals |
| Options/PSUs/RSUs 2024 | No grant data for Flemming | N/A | Not disclosed for 2024 |
The 2020 Stock Plan share pool increase (to 4,000,000) was up for ratification; plan summary allows stock options and restricted stock, but no performance metrics or award schedules are disclosed for Flemming for 2024. His contingent 150,000-share issuance is flagged in ownership footnotes, not a 2024 grant .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk to SKYQ | Notes |
|---|---|---|
| Barnhart Group Inc. (formerly SMG Industries Inc.) | No related-party transactions disclosed with SKYQ | Proxy affirms no related-party transactions above threshold since FY2023 start |
| Correlate Energy Corp. | No related-party transactions disclosed with SKYQ | As above |
Expertise & Qualifications
- Financial expert (Audit Chair); extensive capital markets and corporate finance background across energy and industrial services .
- Operating experience as CEO/CFO across multiple companies; restructuring experience; governance emphasis noted by board .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common) | 166,668 shares | “Less than 1%” of outstanding shares |
| Vested options exercisable within 60 days | 83,334 shares | Included in beneficial ownership; strike/expiry not disclosed for directors |
| Additional contingent equity | 150,000 shares | To be issued under 2020 Plan upon shareholder approval; not included in totals |
| Ownership as % of SO | <1% | Based on 23,314,603 shares outstanding at 9/10/2025 |
| Pledged shares | None disclosed | No pledging disclosed in proxy |
| Hedging policy | Insider Trading Policy in place; plan restricts “Constructive Sales” | Policy framework; no individual hedging reported |
Related-Party Transactions and Conflicts
- The proxy states no related-person transactions meeting the disclosure threshold since the start of FY2023; future related-party deals require Audit Committee approval per policy .
- Legal proceedings: Flemming was an executive officer of HII Technologies in 2016; subsequent to his employment the company entered Chapter 11—flag as background risk consideration though not an event at SKYQ .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | The proxy reports timely filings in FY2025 for directors/officers, except a late Form 4 by former CEO David Sealock; no delinquency noted for Flemming |
| Form 4 transactions (Flemming) | Not itemized in proxy; no buys/sells summarized |
Compensation Structure Analysis (Signals)
- 2024 director pay appears predominantly cash, with no disclosed equity grants for Flemming; contingent issuance of 150,000 shares upon plan amendment suggests a shift toward equity-based alignment going forward -.
- Board is seeking a large authorized share increase (+1.9B shares) and reverse split authority (1:2 to 1:25), which could introduce dilution/recapitalization dynamics impacting equity-based incentives and alignment; investors should monitor how director equity is used post-approval -.
Risk Indicators & Red Flags
- Disclosure inconsistency in 2024 director cash fees ($66,000 vs. $77,500) for Flemming within the same proxy—monitor for clarification in future filings .
- Background bankruptcy association: HII Technologies entered Chapter 11 after his tenure—experience relevant to restructuring but a potential optics risk; no regulatory sanctions disclosed .
- Capital structure actions: Board proposals for a 1900% authorized share increase and broad reverse-split discretion indicate financing flexibility but raise dilution/governance scrutiny; as Chair and Audit Chair, Flemming’s stewardship over capital markets actions will be closely watched -.
Governance Assessment
- Strengths: Independent Chair who is also Audit Committee Chair and designated financial expert; clear independence status; committee charters in place; attendance threshold met; no related-party transactions disclosed .
- Watch items: Compensation disclosure inconsistency; director equity mix historically low (2024) but with pending share issuance and a significantly expanded equity plan pool—monitor for alignment vs. dilution; large share authorization and reverse-split authority elevate the importance of transparent capital allocation and investor engagement under Flemming’s chairmanship - -.
Overall implication for investor confidence: Flemming’s independence and finance expertise support board oversight, particularly across audit and financing activities. The capital structure proposals and potential shift toward equity compensation heighten the need for clear disclosure and disciplined issuance to maintain alignment and mitigate dilution risk under his leadership - -.