Construction Partners Inc
For the period ended Mar 20, 2024. Filed Jan 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 20, 2024 · Filed Jan 26, 2024
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Contents
Summary Compensation Table
The following table summarizes the compensation earned by our NEOs for the fiscal years presented.
| Salary · Bonus · Stock Awards · Non-Equity Incentive Plan Compensation · All Other Compensation · Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | Year | ($) | ($)(4) | ($)(5) | ($) | ($)(6) | ($) | ||||||||||
| Fred J. (Jule) Smith, III (1) | 2023 | 605,769 | 370,281 | 793,024 | 615,000 | 62,318 | 2,446,392 | ||||||||||
| President and Chief Executive Officer | 2022 | 571,396 | 250,000 | 1,179,480 | 287,500 | 74,251 | 2,362,627 | ||||||||||
| 2021 | 512,115 | 82,500 | 2,844,325 | 412,500 | 87,903 | 3,939,343 | |||||||||||
| R. Alan Palmer (2) | 2023 | 394,923 | — | — | — | 34,545 | 429,468 | ||||||||||
| Former Executive Vice President and Chief Financial Officer | 2022 | 375,231 | — | — | 225,000 | 39,399 | 639,630 | ||||||||||
| 2021 | 357,808 | 157,500 | 530,000 | 202,500 | 39,071 | 1,286,879 | |||||||||||
| Gregory A. Hoffman (3) | 2023 | 364,231 | 53,556 | 264,784 | 300,000 | 36,993 | 1,019,564 | ||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||||||||
| John L. Harper | 2023 | 478,000 | 60,769 | 433,932 | 254,625 | 34,833 | 1,262,159 | ||||||||||
| Senior Vice President | 2022 | 453,597 | 50,000 | 638,976 | 171,375 | 57,359 | 1,371,307 | ||||||||||
| 2021 | 435,481 | 120,563 | 1,440,275 | 244,687 | 55,951 | 2,231,708 | |||||||||||
| Robert P. Flowers | 2023 | 459,000 | 105,869 | 416,028 | 348,750 | 34,372 | 1,364,019 | ||||||||||
| Senior Vice President | 2022 | 437,365 | 20,000 | 616,756 | 82,688 | 57,103 | 1,213,912 | ||||||||||
| 2021 | 408,731 | 110,250 | 1,436,300 | 236,250 | 64,847 | 2,193,378 | |||||||||||
| M. Brett Armstrong | 2023 | 438,462 | 103,113 | 402,600 | 337,500 | 49,518 | 1,331,193 | ||||||||||
| Senior Vice President | 2022 | 396,846 | — | 558,846 | 150,000 | 55,063 | 1,160,755 | ||||||||||
| 2021 | 379,769 | 42,750 | 1,160,700 | 213,750 | 47,904 | 1,844,873 | |||||||||||
| (1) | Mr. Smith served as the Company’s Chief Operating Officer from October 1, 2020 through March 31, 2021, and has served as President and Chief Executive Officer since April 1, 2021. |
| (2) | Mr. Palmer retired from his role as Executive Vice President and Chief Financial Officer of the Company effective March 31, 2023. Since that date, Mr. Palmer has remained employed with the Company but is no longer considered an executive officer of the Company. |
| (3) | Mr. Hoffman served as the Company’s Senior Vice President, Finance, from April 2021 until he was appointed Senior Vice President and Chief Financial Officer effective April 1, 2023. Mr. Hoffman was not an NEO prior to fiscal 2023. |
| (4) | For fiscal 2023, the amounts presented include (a) cash bonuses paid during the fiscal year in the following amounts: for Mr. Smith, $220,000, for Mr. Flowers, $21,000, and for Mr. Armstrong, $50,000, (b) cash bonuses paid subsequent to fiscal year-end for fiscal 2023 performance in the following amounts: for Mr. Smith, $35,000, for Mr. Hoffman, $20,000, and for Mr. Flowers, $26,156, and (c) bonuses paid in the form of immediately vested Class A common stock subsequent to fiscal year-end for fiscal 2023 performance having the following grant date fair market values: for Mr. Smith, $115,281, for Mr. Hoffman, $33,556, for Mr. Harper, $60,769, for Mr. Flowers, $58,713, and for Mr. Armstrong, $53,113. |
| (5) | These amounts reflect the aggregate grant date fair value of equity-based awards made during the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”), assuming no forfeitures. A discussion of the assumptions used in the calculation of the amounts is included in Note 14, “Equity-Based Compensation” in the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 that was filed with the SEC on November 29, 2023. The amount for each respective year presented includes the value of LTIP-A awards with time-based vesting criteria granted during the applicable fiscal year. In addition, the amounts shown for fiscal 2023 include the fair value at the grant date of the LTIP-B award for the three-year performance period ending September 30, 2025 based on the probable outcome of the performance conditions. The aggregate values of the respective LTIP-B awards at the grant date assuming achievement of the highest level of performance conditions (and application of the maximum possible TSR modifier) are as follows: (a) for Mr. Smith, $2,448,818, (b) for Mr. Hoffman, $728,607, (c) for Mr. Harper, $1,312,915, (d) for Mr. Flowers, $1,264,143, and (e) for Mr. Armstrong, $1,173,833. Mr. Palmer did not receive any equity awards during fiscal 2022 or 2023. For more information regarding the long term equity incentive compensation awarded to our NEOs during fiscal 2023, see the discussion under the heading “Long-Term Equity Incentive Compensation”. The amounts shown for fiscal 2021 and fiscal 2022 include the fair value at the grant date of two LTIP-B awards for the three-year performance periods ending September 30, 2023 and 2024, respectively, based on the probable outcome of the performance conditions. For information regarding the actual payouts of the LTIP-B awards granted in 2021 for the three-year performance period ended September 30, 2023, see the discussion under the heading “Long-Term Equity Incentive Compensation – 2021 LTIP-B Awards that Vested in 2023”. |
| (6) | For fiscal 2023, the amounts in this column are described in further detail in the following table. For each of the NEOs, these amounts include Company-paid health insurance premiums and 401(k) plan matching contributions, as well as the value of his personal use of a Company-owned vehicle (for Messrs. Smith, Palmer and Flowers) or vehicle allowance (for Messrs. Smith, Harper and Armstrong). The value to the NEOs of their personal use of Company-owned automobiles is based on the incremental cost to the Company of such use, which the Company has calculated as the total variable expense associated with operation of such automobiles during the applicable period. Amounts marked as “Other” in the table below include: (a) for each of the NEOs other than Mr. Flowers, Company-paid premiums for long-term disability insurance; (b) for each NEO, Company-paid group term life insurance premiums; (c) for Mr. Harper, Company-paid premiums for accidental death and dismemberment insurance, and (d) for Messrs. Smith and Hoffman, Company-paid premiums for dental and vision insurance. |
| Health Insurance | 401(k) Match | Vehicle | Other | Total | |
|---|---|---|---|---|---|
| Name | ($) | ($) | ($) | ($) | ($) |
| Smith | 23,452 | 18,923 | 18,314 | 1,629 | 62,318 |
| Palmer | 17,550 | 12,877 | 780 | 3,338 | 34,545 |
| Hoffman | 23,005 | 11,354 | 795 | 1,839 | 36,993 |
| Harper | 19,123 | 12,200 | 450 | 3,060 | 34,833 |
| Flowers | 18,608 | 12,200 | — | 3,564 | 34,372 |
| Armstrong | 20,365 | 9,115 | 17,400 | 2,638 | 49,518 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.