Matthew I. Smith
About Matthew I. Smith
Matthew I. Smith (age 58) is a non-independent director of Smith-Midland Corporation and a member of management, serving as Vice President of Sales & Marketing since 2008 and President of Concrete Safety Systems (the barrier rental division) since 2015; he joined the Board in December 2023 and holds a B.S. in Business Administration from Bridgewater College . He previously served as an Advisor to the Board and is active civically as a Leadership Fauquier board member and Fauquier County Planning Commissioner, and is a past president and current board member of the Precast Concrete Association of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith-Midland Corporation | Vice President of Sales & Marketing | 2008–present | Leads sales and marketing across precast portfolio |
| Smith-Midland Corporation (Concrete Safety Systems) | President | 2015–present | Leads barrier rental division (CSS) |
| Smith-Midland Corporation | Advisor to the Board | Prior to Dec 2023 | Supported board prior to director appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leadership Fauquier | Board of Directors | Active (as of 2025 proxy) | Community leadership nonprofit |
| Fauquier County | Planning Commissioner | Active (as of 2025 proxy) | County planning oversight |
| Precast Concrete Association of Virginia | Past President; current Board Member | Active (as of 2025 proxy) | Industry association leadership |
- No other public company directorships are disclosed for Matthew I. Smith in the proxy biography .
Board Governance
| Topic | Detail |
|---|---|
| Independence status | Not independent; employee of the Company (VP Sales & Marketing; President of CSS) |
| Years of service on Board | Director since December 2023 |
| Board meeting attendance (2024) | Board met 5 times in 2024; all current directors attended all Board and committee meetings of which they were members, except one Board meeting missed by Gerhardt; thus Matthew I. Smith attended all Board meetings in 2024 |
| Family relationships | Ashley B. Smith (CEO/Chair) and Matthew I. Smith are brothers; both are sons of founder Rodney I. Smith |
| Related-party transactions | None required to be disclosed under Item 404 of Regulation S‑K (despite family relationships) |
| Lead independent director | None; Chair and CEO roles combined (Ashley B. Smith) |
| Insider trading/hedging policy | Prohibits short sales, certain hedging/monetization, margin accounts, or pledging without prior CEO approval; no such approvals were granted to directors or named executive officers in 2024 |
Committee composition (Matthew I. Smith is not shown as a member of any standing committee):
| Committee | Chair | Members |
|---|---|---|
| Audit | James Russell Bruner (Chair) | Bruner; Read Van de Water; Richard Gerhardt (all independent) |
| Compensation | Richard Gerhardt (Chair) | Gerhardt; Bruner; Van de Water (all independent) |
| Nominating & Governance | Read Van de Water (Chair) | Van de Water; Bruner; Gerhardt (all independent) |
Fixed Compensation
| Director Compensation (2024) | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Policy for non-executive directors | 40,000 (per director) | 15,000 intended; paid as cash in Feb 2025 to independent directors | — | — |
| Matthew I. Smith (management director) | — | — | — | — |
- Note: The Company does not pay additional director compensation to members of management; independent directors received $40,000 cash in 2024 and, in February 2025, $15,000 cash in lieu of the intended $15,000 stock award for 2024 .
Performance Compensation
| Date | Transaction | Shares | Price ($/sh) | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|
| 2024-05-30 | Equity award (Form 4 code “A”) | 6,485 | — | 12,363 before tax withholding | |
| 2024-05-30 | Shares withheld for taxes (Form 4 code “F”) | (2,157) | 37.12 | 10,206 after withholding |
- The proxy does not disclose vesting schedules or performance metrics tied to Matthew I. Smith’s awards; he is not a named executive officer (NEO) in 2024, so no salary/bonus detail is reported for him .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond SMID |
| Private/nonprofit/academic boards | Leadership Fauquier (Board); Fauquier County Planning Commissioner; Precast Concrete Association of Virginia (past president; current board member) |
| Interlocks with competitors/suppliers/customers | None disclosed in proxy materials for Matthew I. Smith |
Expertise & Qualifications
- Deep operating experience in precast concrete, leading sales & marketing since 2008 and the CSS barrier rental business since 2015; the Board cites his industry experience and business background as qualifications to serve .
- Community and industry association leadership (Leadership Fauquier; Precast Concrete Association of Virginia) enhance stakeholder engagement and industry connectivity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Matthew I. Smith | 10,206 | <1% (“*”) |
- Family disclosure: Ashley B. Smith and Matthew I. Smith are brothers and sons of Rodney I. Smith; each disclaims beneficial ownership of the others’ shares .
- Pledging/hedging: Company policy prohibits hedging and pledging without prior CEO approval; no such approvals were granted to directors or NEOs in 2024 .
Insider Trades
| Filing | Date | Form | Key Details | Source |
|---|---|---|---|---|
| Initial ownership | 2024-01-09 | Form 3 | Reported 5,878 shares directly owned | |
| Equity award | 2024-06-03 (reported) for 2024-05-30 | Form 4 | Award of 6,485 shares; subsequent withholding of 2,157 shares at $37.12 for taxes; resulting direct holdings 10,206 shares |
Governance Assessment
- Independence and potential conflicts: Matthew I. Smith is not independent (current employee) and is the brother of the Chair/CEO, Ashley B. Smith—this introduces perceived entrenchment and oversight risks; however, the proxy reports no related-party transactions requiring disclosure, and each family member disclaims beneficial ownership of the others’ shares .
- Committee structure: All standing committees (Audit, Compensation, Nominating & Governance) are fully independent with clear chairs (Bruner, Gerhardt, Van de Water), limiting management influence on key oversight functions—Matthew is not listed as a member of any committee .
- Attendance and engagement: The Board met 5 times in 2024; all current directors attended all Board and committee meetings except one Board meeting missed by Gerhardt—indicating full attendance by Matthew I. Smith in 2024 .
- Director compensation alignment: As a management director, Matthew receives no additional director fees, avoiding double-compensation; independent directors received $40,000 cash in 2024 and a $15,000 cash payment in February 2025 in lieu of a 2024 stock grant .
- Ownership and alignment: Matthew’s beneficial ownership is 10,206 shares (<1% of shares outstanding), and the Company’s insider trading policy restricts hedging and pledging without prior approval—no approvals were granted in 2024; his 2024 equity award (and associated tax withholding) suggests some equity exposure, though his reported stake is modest .
- Board leadership risk: The Company combines Chair/CEO roles and has no lead independent director, which can elevate governance risk if not balanced by strong independent committees (which the Company maintains) .