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Construction Partners Inc

For the period ended Mar 20, 2025. Filed Jan 24, 2025.

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About 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

ROAD$77.18-0.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Table of Contents

Page
Important Information about the Annual Meeting and Voting2
Security Ownership of Certain Beneficial Owners and Management7
Management and Corporate Governance11
Our Board of Directors11
Information about the Nominees and Other Directors11
Board Skills, Experience and Diversity13
Information about Executive Officers Who Are Not Also Directors14
Certain Director and Executive Officer Relationships14
Director Independence and Controlled Company Exemption15
Board Leadership Structure15
Meetings of the Board16
Committees of the Board16
Role of the Board in Risk Oversight19
Code of Business Conduct and Ethics19
Corporate Governance Guidelines19
Nomination and Consideration of Director Candidates19
Executive Sessions22
Stockholder Communications with the Board22
Executive Officer and Director Compensation23
Compensation Discussion and Analysis23
Summary Compensation Table34
Grants of Plan-Based Awards36
Outstanding Equity Awards at Fiscal Year-End38
Option Exercises and Stock Vested39
Securities Authorized for Issuance Under Equity Compensation Plans39
Potential Payments upon Termination or a Change in Control39
Director Compensation41
Compensation Policies and Practices Related to Risk Management42
Chief Executive Officer Pay Ratio43
Pay Versus Performance Disclosure44
Compensation Committee Interlocks and Insider Participation47
Compensation Committee Report49
Certain Relationships and Related Party Transactions50
Review and Approval of Related Party Transactions50
Transactions with Related Parties50
Report of the Audit Committee53
Proposal 1: Election of Class I Directors54
General54
Vote Required; Board Recommendation54
Proposal 2: Ratification of Appointment of Independent Registered Public Accountant55
General55
Audit Committee Pre-Approval Policy55
Fees Paid to RSM55
Vote Required; Board Recommendation56
Proposal 3: Advisory Vote on Executive Compensation57
General57
Vote Required; Board Recommendation57
Other Matters58
Deadline for Stockholder Proposals58

CONSTRUCTION PARTNERS, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD THURSDAY, MARCH 20, 2025

This proxy statement (the “Proxy Statement”), along with the accompanying Notice of Annual Meeting of Stockholders (the “Notice”), is furnished on behalf of Construction Partners, Inc. (the “Company”) by its board of directors (the “Board”) and management in connection with the solicitation of your proxy to be voted at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 11:30 a.m., Central Time, on Thursday, March 20, 2025, at the DoubleTree by Hilton, located at 2740 Ross Clark Circle, Dothan, Alabama 36301, and at any adjournments, postponements or recesses thereof.

In this Proxy Statement, unless the context suggests or requires otherwise, references to “the Company,” “we,” “us” and “our” mean Construction Partners, Inc., a Delaware corporation, and, as appropriate, its subsidiaries. References to “SunTx” mean SunTx Capital Partners, a private equity firm based in Dallas, Texas. SunTx, its principals and their respective affiliates and family members (collectively, the “SunTx Group”), own a controlling interest in our common stock.

We began mailing this Proxy Statement and the accompanying Notice on or about January 24, 2025 to all stockholders of the Company entitled to vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 20, 2025

This Proxy Statement is available for viewing, downloading and printing at www.proxyvote.com. Additionally, you can find a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the “2024 Annual Report”), which includes our annual financial statements, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or by following the “Investors - SEC Filings” link on our website at www.constructionpartners.net. The information contained on, or accessible from, our website is not part of this Proxy Statement or otherwise. You may also obtain a printed copy of our 2024 Annual Report, including our financial statements, free of charge by sending a written request to the principal executive office of the Company at the following address: Construction Partners, Inc., 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303, Attention: Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.