Construction Partners Inc
For the period ended Mar 20, 2025. Filed Jan 24, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed Jan 24, 2025
Contents
Pay Versus Performance Disclosure
| Value of Initial Fixed $100 Investment Based On: | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for Current PEO(1) · Summary Compensation Table Total for Former PEO(1) · Compensation Actually Paid to Current PEO(1)(2) · Compensation Actually Paid to Former PEO(1)(2) · Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) · Average Compensation Actually Paid to Non-PEO NEOs(1)(2) · Company TSR(3) · Peer Group TSR(3) · Net Income ($000) · Revenue ($000) | |||||||||||||
| (a) · (b) · (b) · (c) · (c) · (d) · (e) · (f) · (g) · (h) · (i) | |||||||||||||
| 2024 | 3,441,186 | N/A | 8,884,745 | N/A | 1,487,451 | 3,912,879 | $576.86 | $330.17 | 68,935 | 1,823,889 | |||
| 2023 | 2,446,392 | N/A | 4,035,070 | N/A | 1,081,281 | 1,673,877 | $302.15 | $226.32 | 49,001 | 1,563,548 | |||
| 2022 | 2,362,627 | N/A | 1,381,408 | N/A | 1,096,401 | 718,359 | $216.78 | $175.64 | 21,376 | 1,301,674 | |||
| 2021 | 3,939,343 | 492,913 | 4,996,295 | 492,913 | 1,889,210 | 2,185,221 | $275.79 | $162.83 | 20,177 | 910,739 | |||
| (1) | Fred J. Smith, III served as our principal executive officer (“PEO”) for each of fiscal 2024, 2023 and 2022 and a partial year in fiscal 2021. Charles E. Owens, our Vice Chairman, served as our PEO for a partial year in fiscal 2021. For fiscal 2024, our non-PEO NEOs were Messrs. Hoffman, Harper, Flowers and Armstrong. For fiscal 2023, our non-PEO NEOs were Messrs. Hoffman, Harper, Flowers, Armstrong and R. Alan Palmer, who served as our Executive Vice President and Chief Financial Officer for a partial year in fiscal 2023. For fiscal 2022 and 2021, our non-PEO NEOs were Messrs. Palmer, Harper, Flowers and Armstrong. |
| (2) | For each of fiscal 2024, 2023, 2022 and 2021, the values included in this column for the compensation actually paid to our Current PEO and the average compensation actually paid to our non-PEO NEOs reflected the following adjustments to the values included in column (b) and column (d), respectively, in the table above. For the former PEO, compensation actually paid in fiscal 2021 was equal to the Summary Compensation Table (“SCT”) total. |
| Current PEO | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|
| SCT Total for Current PEO (b) | 3,441,186 | 2,446,392 | 2,362,627 | 3,939,343 |
| - SCT “Stock Awards” column value | -964,775 | -793,024 | -1,179,480 | -2,844,325 |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 1,550,146 | 878,160 | 946,084 | 3,770,802 |
| [+/-] year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 2,496,212 | 1,294,314 | -775,879 | — |
| [+/-] change in fair value of equity awards granted in the covered year that vested in the covered year | 128,292 | 77,525 | 50,270 | 130,476 |
| [+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 2,233,684 | 131,702 | -22,214 | — |
| Compensation Actually Paid to Current PEO (c) | 8,884,745 | 4,035,070 | 1,381,408 | 4,996,295 |
| Average for Non-PEO NEOs (d) | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|
| SCT Total for Non-PEO NEOs (d) | 1,487,451 | 1,081,281 | 1,096,401 | 1,889,210 |
| - SCT “Stock Awards” column value | -427,263 | -303,469 | -453,645 | -1,141,819 |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 669,405 | 332,716 | 362,249 | 1,412,072 |
| [+/-] year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 1,141,429 | 480,729 | -296,622 | — |
| [+/-] change in fair value of equity awards granted in the covered year that vested in the covered year | 67,898 | 32,902 | 21,279 | 25,757 |
| [+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 973,959 | 49,718 | -11,304 | — |
| Compensation Actually Paid to Non-PEO NEOs (e) | 3,912,879 | 1,673,877 | 718,359 | 2,185,221 |
| (3) | For each of fiscal 2024, 2023, 2022 and 2021, TSR for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on September 30, 2020. The yearly percentage change in cumulative TSR was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from September 30, 2020 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. The peer group (the “Peer Group”) TSR set forth in this table utilizes the Dow Jones U.S. Heavy Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K and included in our 2024 Annual Report. |
Pay Versus Performance Relationship Descriptions
The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative TSR and the total TSR of the Peer Group and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of Company TSR, Net Income and Revenue. For purposes of the following graphical comparisons, the Compensation Actually Paid to PEO for fiscal 2021 aggregates the compensation amounts of our current and former PEOs.
Relationship Between PEO and Average Non-PEO NEO
Compensation Actually Paid, Company TSR and Peer Group TSR
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Revenue
The following table lists the four financial performance measures that we believe represent the most important performance measures used to link compensation actually paid to our PEO and non-PEO NEOs for 2024 to our performance:
Revenue
Revenue growth
Adjusted EBITDA(1)
Adjusted EBITDA margin(1)
| (1) | Adjusted EBITDA and Adjusted EBITDA margin are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”). Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) equity-based compensation expense, (v) loss on the extinguishment of debt, and (vi) certain management fees and expenses (for periods commencing prior to September 30, 2023). Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenues for the applicable period. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.