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
Table of Contents
| Page | |
|---|---|
| Important Information about the Annual Meeting and Voting | 2 |
| Security Ownership of Certain Beneficial Owners and Management | 7 |
| Management and Corporate Governance | 11 |
| Our Board of Directors | 11 |
| Information about the Nominees and Other Directors | 11 |
| Board Skills, Experience and Diversity | 13 |
| Information about Executive Officers Who Are Not Also Directors | 14 |
| Certain Director and Executive Officer Relationships | 14 |
| Director Independence and Controlled Company Exemption | 15 |
| Board Leadership Structure | 15 |
| Meetings of the Board | 16 |
| Committees of the Board | 16 |
| Role of the Board in Risk Oversight | 19 |
| Code of Business Conduct and Ethics | 19 |
| Corporate Governance Guidelines | 19 |
| Nomination and Consideration of Director Candidates | 19 |
| Executive Sessions | 22 |
| Stockholder Communications with the Board | 22 |
| Executive Officer and Director Compensation | 23 |
| Compensation Discussion and Analysis | 23 |
| Summary Compensation Table | 34 |
| Grants of Plan-Based Awards | 36 |
| Outstanding Equity Awards at Fiscal Year-End | 38 |
| Option Exercises and Stock Vested | 39 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 39 |
| Potential Payments upon Termination or a Change in Control | 39 |
| Director Compensation | 41 |
| Compensation Policies and Practices Related to Risk Management | 42 |
| Chief Executive Officer Pay Ratio | 43 |
| Pay Versus Performance Disclosure | 44 |
| Compensation Committee Interlocks and Insider Participation | 47 |
| Compensation Committee Report | 49 |
| Certain Relationships and Related Party Transactions | 50 |
| Review and Approval of Related Party Transactions | 50 |
| Transactions with Related Parties | 50 |
| Report of the Audit Committee | 53 |
| Proposal 1: Election of Class I Directors | 54 |
| General | 54 |
| Vote Required; Board Recommendation | 54 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accountant | 55 |
| General | 55 |
|---|---|
| Audit Committee Pre-Approval Policy | 55 |
| Fees Paid to RSM | 55 |
| Vote Required; Board Recommendation | 56 |
| Proposal 3: Advisory Vote on Executive Compensation | 57 |
| General | 57 |
| Vote Required; Board Recommendation | 57 |
| Other Matters | 58 |
| Deadline for Stockholder Proposals | 58 |
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.