Document

DEF 14A 1 proxystatement-2022.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant x			Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

CONSTRUCTION PARTNERS, INC.

________________________________________________________________

(Name of Registrant as Specified in its Charter)

N/A

________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, FEBRUARY 22, 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Construction Partners, Inc. (the “Company”) will be held on Tuesday, February 22, 2022, at 9:00 a.m., Central Time, at the Hilton Garden Inn, located at 171 Hospitality Lane, Dothan, Alabama 36303. The Annual Meeting is being held for the following purposes:

1.to elect three Class I directors to serve for a three-year term expiring at the 2025 Annual Meeting of Stockholders;

2.to ratify the appointment of RSM US LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2022;

3.to approve the Construction Partners, Inc. Employee Stock Purchase Plan;

4.advisory, non-binding vote on executive compensation;

5.advisory, non-binding vote on the frequency of future votes to approve executive compensation; and

6.to transact such other business as may properly come before the Annual Meeting or any adjournment, postponement or recess thereof.

The Board of Directors has established January 3, 2022 as the record date for the Annual Meeting. Only holders of the Company’s Class A or Class B common stock at the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments, postponements or recesses thereof.

This proxy statement provides you with detailed information about the proposals to be voted on at the Annual Meeting. With this proxy statement, we are also including a copy of our 2021 Annual Report on Form 10-K (the “Annual Report”) in order to provide you with additional information about the Company. We encourage you to read this proxy statement and the Annual Report carefully.

The Annual Meeting may be adjourned from time to time without notice other than announcement at the Annual Meeting, and any business for which notice is hereby given may be transacted at any such adjournment.


			By Order of the Board of Directors,

			Ned N. Fleming, III
			Executive Chairman of the Board of Directors
			Dothan, Alabama
			January 12, 2022

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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			10
Our Board of Directors			10
Information about the Nominees and Other Directors			10
Board Skills, Experience and Diversity			12
Information about Executive Officers Who Are Not Also Directors			13
Certain Director and Executive Officer Relationships			14
Director Independence and Controlled Company Exemption			14
Board Leadership Structure			14
Meetings of the Board			15
Committees of the Board			15
Role of the Board in Risk Oversight			18
Code of Business Conduct and Ethics			18
Corporate Governance Guidelines			19
Nomination and Consideration of Director Candidates			19
Executive Sessions			21
Stockholder Communications with the Board			21

Executive Officer and Director Compensation			22
Compensation Discussion and Analysis			22
Summary Compensation Table			32
Grants of Plan-Based Awards			33
Outstanding Equity Awards at Fiscal Year-End			34
Option Exercises and Stock Ves ted			35
Securities Authorized for Issuance Under Equity Compensation Plans			35
Potential Payments upon Termination or a Change in Control			35
Director Compensation			37
Compensation Policies and Practices Related to Risk Management			38
C hief Executive Officer Pay Ratio			39
C ompensation Committee I nterlocks and Insider Participation			39
C ompensation Committee Report			41

Certain Relationships and Related Party Transactions			42
Review and Approval of Related Party Transactions			42
Transactions with Related Parties			42

Delinquent Section 16(a) Reports			45

Report of the Audit Committee			46

Proposal 1: Election of Class I Directors			47
General			47
Vote Required; Board Recommendation			47

Proposal 2 : Ratification of Appointment of Independent Registered Public Accountants			48

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General			48
Audit Committee Pre-Approval Policy			48
Fees Paid to RSM			48
Vote Required; Board Recommendation			49

Proposal 3: Approval of Construction Partners, Inc. Employee Stock Purchase Plan			50
Purpose of the ESPP			50
Summary of the ESPP			50
Material U.S. Federal Income Tax Consequences			52
New Plan Benefits			53
Vote Required; Board Recommendation			53

Proposal 4: Advisory Vote on Executive Compensation			54
General			54
Vote Required; Board Recommendation			54

Proposal 5: Advisory Vote on the Frequency of Voting on Executive Compensation			55
General			55
Vote Required; Board Recommendation			55

Other Matters			56

Deadline for Stockholder Proposals			56

Annual Report on Form 10-K			56

Annex A: Construction Partners, Inc. Employee Stock Purchase Plan

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CONSTRUCTION PARTNERS, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD TUESDAY, FEBRUARY 22, 2022

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 2022 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 9:00 a.m., Central Time, on Tuesday, February 22, 2022, at the Hilton Garden Inn, located at 171 Hospitality Lane, Dothan, Alabama 36303, 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, our subsidiaries. References to “SunTx” mean SunTx Capital Partners, a private equity firm based in Dallas, Texas, and its affiliates, which collectively own a controlling interest in our common stock.

We began mailing this Proxy Statement and the accompanying Notice on or about January 12, 2022 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 FEBRUARY 22, 2022

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, 2021 (the “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. You may also obtain a printed copy of our 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.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

The Board, on behalf of the Company, is providing these proxy materials to you in connection with the Annual Meeting. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. This Proxy Statement, along with the Notice, summarizes the purposes of the Annual Meeting and certain information that will assist you in determining how to vote at the Annual Meeting.

What is a proxy?

A proxy is your legal designation of another person, called a proxy holder, to vote the shares that you own. If you designate someone as your proxy holder in a written document, that document is called a proxy. We have designated Ned N. Fleming, III, our Executive Chairman, Fred J. (Jule) Smith, III, our President and Chief Executive Officer, and R. Alan Palmer, our Executive Vice President and Chief Financial Officer, to act as proxy holders at the Annual Meeting as to all shares for which proxies are returned or voting instructions are provided by internet or telephonic voting.

What is a proxy statement?

A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy card designating the proxy holders described above to vote on your behalf.

Who is soliciting my proxy?

This proxy solicitation is being made on behalf of the Company by its Board and management. The cost of this solicitation, including the cost of distributing the proxy materials, will be borne by the Company. Officers and employees of the Company may solicit proxies, either through personal contact or by mail, telephone or other electronic means. These officers and employees will not receive additional compensation for soliciting proxies. Brokerage houses, nominees, fiduciaries, and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed by the Company for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.

What is included in these materials?

These proxy materials include:

•the Proxy Statement for our Annual Meeting;

•a proxy card with a prepaid return envelope; and

•our Annual Report, which includes our audited consolidated financial statements.

This Proxy Statement and form of proxy are being mailed or made available to our stockholders on or about January 12, 2022. The Annual Report does not form any part of the materials for solicitation of proxies.

What proposals will be voted on at the Annual Meeting?

The following five proposals are scheduled to be voted on at the Annual Meeting:

•Proposal 1: the election of three Class I directors to serve for a three-year term expiring at the 2025 Annual Meeting of Stockholders

•Proposal 2: the ratification of the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accountants for the fiscal year ending September 30, 2022

•Proposal 3: the approval of the Construction Partners, Inc. Employee Stock Purchase Plan (the “ESPP”)

•Proposal 4: a non-binding, advisory vote on our executive compensation

•Proposal 5: a non-binding, advisory vote on the frequency of future advisory votes on our executive compensation

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Who may vote at the Annual Meeting?

The Board has fixed January 3, 2022 as the record date (the “Record Date”) for determining stockholders of the Company entitled to receive notice of and vote at the Annual Meeting. Only stockholders of record as of the close of business on the Record Date are entitled to vote at the Annual Meeting. On the Record Date, there were (i) 41,084,301 shares of Class A common stock, par value $0.001, issued and outstanding, held by 240 stockholders of record, including 700,312 shares held by funds and entities controlled by SunTx, and (ii) 11,352,915 shares of Class B common stock, par value $0.001, issued and outstanding, held by 23 stockholders of record, including 8,594,247 shares held by funds and entities controlled by SunTx. The actual number of beneficial holders of our Class A common stock is significantly greater than the number of stockholders of record and includes stockholders who are beneficial owners, but whose shares are held by banks, brokers and other nominees.

What are my voting rights under the Company’s dual class equity structure?

On April 23, 2018, we amended and restated our certificate of incorporation to effectuate a dual class common stock structure consisting of Class A and Class B common stock. This amendment and restatement resulted in the initial authorization of Class A common stock and the automatic conversion of each share of our common stock, par value $0.001 per share, into 25.2 shares of Class B common stock. In this Proxy Statement, we refer to these actions collectively as the “Reclassification,” and we refer to the Class A and Class B common stock collectively as the “common stock.”

The rights of holders of our Class A common stock and our Class B common stock are identical, except with respect to voting rights, conversion rights and certain transfer restrictions applicable to our Class B common stock. With respect to each proposal to come before the stockholders at the Annual Meeting, including the election of directors, each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. As of the Record Date, there were (i) 41,084,301 shares of Class A common stock outstanding, representing 78.3% of our total equity ownership and 26.6% of the total voting power of our outstanding common stock, and (ii) 11,352,915 shares of Class B common stock outstanding, representing 21.7% of our total equity ownership and 73.4% of the total voting power of our outstanding common stock. As of the Record Date, funds and entities controlled by SunTx held 700,312 shares of Class A common stock and 8,594,247 shares of Class B common stock. As a result of this ownership structure, holders of our Class B common stock, and SunTx in particular, have the ability to elect all of the members of our Board and to control the outcome of any other proposals to come before the stockholders at the Annual Meeting.

If I hold my shares through a brokerage firm, bank or other nominee, how do I vote at the Annual Meeting?

If your shares are held through a brokerage firm, bank or other nominee (collectively, “nominees”), then you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you are invited to attend the Annual Meeting. However, you may vote shares held in “street name” in person at the Annual Meeting only if you obtain a signed proxy from the record holder (your nominee) giving you the right to vote the shares. You also have the right to direct your nominee how to vote your shares. Your nominee should have enclosed a voting instruction form explaining the process for voting your shares.

What is a broker non-vote and how are broker non-votes treated?

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received instructions from the beneficial owner about how to vote on the proposal and does not have discretionary voting power for that proposal. If your shares are held in street name through a nominee and you do not instruct your nominee about how to vote your shares, then your nominee may vote your shares only on routine matters or, in its discretion, may leave your shares unvoted. Broker non-votes will be counted as present for purposes of establishing a quorum.

The ratification of RSM as our independent registered public accounting firm for our fiscal year ending September 30, 2022 (Proposal 2) is the only routine matter to be presented at the Annual Meeting. The other four matters are non-routine, and brokers will not be allowed to vote on these proposals without specific voting instructions from beneficial owners.

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If I am a stockholder of record, how do I vote at the Annual Meeting?

If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, Inc. (“Continental”), then you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you. As the stockholder of record, you may vote your shares in person at the Annual Meeting. If you choose to vote your shares in person at the Annual Meeting, please bring to the Annual Meeting proof of your identity and your ownership of the Company’s common stock on the Record Date, such as the enclosed proxy card or a statement of ownership from Continental. Even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to, or are otherwise unable to, attend the Annual Meeting.

You also have the right to grant your voting proxy directly to the persons named as proxy holders, Ned N. Fleming, III, our Executive Chairman, Fred J. (Jule) Smith, III, our President and Chief Executive Officer, and R. Alan Palmer, our Executive Vice President and Chief Financial Officer, by any of the following means:

•By Internet: Go to the website www.proxyvote.com and follow the instructions. You will need the control number included on the enclosed proxy card in order to vote by internet.

•By Telephone: Dial toll-free 1-800-690-6903 and follow the recorded instructions. You will need the control number included on the enclosed proxy card in order to vote by telephone.

•By Mail: Mark your selections on the enclosed proxy card, date and sign your name exactly as it appears on the proxy card and mail the proxy card in the enclosed pre-paid envelope. Mailed proxy cards must be received no later than February 21, 2022 in order to be counted at the Annual Meeting.

In accordance with the Company’s amended and restated by-laws, a complete list of stockholders of record who are entitled to vote at the Annual Meeting will be available for inspection during the ten-day period prior to the Annual Meeting at the main office of the Company during regular business hours and at the Annual Meeting.

May I revoke my proxy or change my voting instructions?

You may revoke your proxy or change your voting instructions prior to the Annual Meeting. If your shares are held through a nominee, you must follow the instructions from your nominee on how to change or revoke your voting instructions or how to vote in person at the Annual Meeting. If you are a stockholder of record, you may enter new voting instructions by using the internet or telephone methods described above or by mailing a new proxy card bearing a later date. Any of these methods will automatically revoke your earlier voting instructions if they are received by 11:59 p.m., Central Time, on February 21, 2022. You may also enter a new vote by attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you cast a new vote at the Annual Meeting.

What vote is required to approve each proposal, and what are my choices when voting?

The election of directors will be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors. Under a plurality voting standard, the directors who are elected to serve on our Board will be the three nominees receiving the highest number of votes cast in the election. For each nominee, stockholders may either vote “FOR” that nominee or “WITHHOLD” their vote with respect to that nominee. Accordingly, shares electing to “WITHHOLD” from voting for a particular nominee will be counted as present for purposes of establishing a quorum, but will have no effect on the election of directors.

Each of the other proposals requires for approval the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the applicable proposal. Under this standard, a proposal will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against it. With respect to Proposals 2, 3 and 4, stockholders may either vote “FOR” or “AGAINST” the proposal or may “ABSTAIN” from voting on the proposal. With respect to Proposal 5, stockholders may vote to hold future advisory votes on executive compensation every “ONE YEAR,” “TWO YEARS” or “THREE YEARS” or may “ABSTAIN” from voting on the proposal. Shares abstaining from voting on the proposal and broker non-votes, if any, will be counted as present for purposes of establishing a quorum but will have no effect on the outcome of the vote.

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Your votes with respect to the approval of the compensation of our named executive officers (Proposal 4) and the frequency of future advisory votes on executive compensation (Proposal 5) are advisory, which means the result of each such vote is non-binding on us, the Board and the committees of the Board. Although non-binding, the Board and its committees value the opinions of our stockholders and will review and consider the voting results when making future decisions regarding executive compensation.

The holders of our common stock do not have cumulative voting rights with respect to the matters to be acted on at the Annual Meeting. Therefore, stockholders holding a majority in voting power of the shares of our common stock entitled to vote generally in the election of directors will be able to elect all of our directors.

Why am I being asked to approve the ESPP?

The purpose of the ESPP is to provide eligible employees with the opportunity to purchase shares of our Class A common stock at a discount through accumulated payroll deductions. The Board believes that the ESPP will be a key factor in retaining existing employees, recruiting and retaining new employees and aligning the interests of our employees with those of our stockholders. The ESPP is designed to qualify as an employee stock purchase plan under Section 423 the Internal Revenue Code of 1986, as amended (the “Code”). Stockholder approval of the ESPP is required in order to comply with the requirements of Section 423 of the Code. A copy of the ESPP is attached to this Proxy Statement as Annex A.

What is the Board’s voting recommendation for the proposals?

The Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” the approval of Proposals 2, 3 and 4, and “THREE YEARS” with respect to Proposal 5. If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on the proposals, your shares will be voted in accordance with the Board recommendations described above. The Board urges you to review these proxy materials carefully before you vote.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days after the Annual Meeting. If final results are unavailable at the time at which we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What happens if additional proposals are presented at the Annual Meeting?

Other than the proposals described in this Proxy Statement, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Ned N. Fleming, III, our Executive Chairman, Fred J. (Jule) Smith, III, our President and Chief Executive Officer, and R. Alan Palmer, our Executive Vice President and Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If, for any reason, one or more of the Company’s nominees is not available as a candidate for director, then the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

What is the quorum requirement for the Annual Meeting?

The presence in person or by proxy of the holders of shares representing a majority of the voting power of all outstanding shares of the Company’s common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum, but will have no effect on the outcome of the vote on the proposals to be presented at the Annual Meeting.

Who will count the vote?

We have engaged Broadridge Financial Solutions, Inc. to tabulate the votes represented by proxies from brokerage firms, banks and other nominees and stockholders of record. A representative of the Company will act as the inspector of election.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except (i) as

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necessary to meet applicable legal requirements, (ii) to allow for the tabulation and certification of the votes and (iii) to facilitate a successful proxy solicitation by the Board.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of our stockholders have any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

May I propose actions for consideration at next year’s Annual Meeting of Stockholders or nominate individuals to serve as directors?

You may submit proposals and director nominations for consideration at future Annual Meetings of Stockholders as follows:

Stockholder Proposals under Rule 14a-8: In order for a proposal by a stockholder of the Company to be eligible to be included in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders pursuant to the proposal process mandated by Rule 14a-8 under the Exchange Act (“Rule 14a-8”), the proposal generally must be received by the Company on or before September 14, 2022 and must comply with the informational and other requirements set forth in Regulation 14A under the Exchange Act.

Other Stockholder Proposals and Nomination of Director Candidates: The Company’s amended and restated by-laws also permit stockholders to nominate directors or submit proposals for a vote at a meeting of stockholders outside of the process provided by Rule 14a-8. In order for a stockholder to raise a proposal from the floor at an Annual Meeting of Stockholders or nominate an individual for election as a director, the proposal or nomination generally must be received by the Company not more than 120 days or less than 90 days before the first anniversary of the date of the preceding year’s Annual Meeting of Stockholders. Thus, in order for a proposal or nomination to be timely for the 2023 Annual Meeting of Stockholders, the proposal, together with the information required under the applicable by-law provision, generally must be received by the Company not earlier than October 25, 2022 or later than November 24, 2022.

Copy of Amended and Restated By-Law Provisions: Our amended and restated by-laws are available on the SEC’s website at http://www.sec.gov. You may also contact our Secretary at our corporate headquarters for a copy of the relevant provisions of our amended and restated by-laws regarding the requirements for making stockholder proposals and nominating director candidates. Additionally, a copy of our amended and restated by-laws is available on our website at www.constructionpartners.net under the “Investors - Governance” tab.

For additional information about the deadlines for stockholder proposals and nominations for director candidates, see the discussion below under the heading “Deadline for Stockholder Proposals.”

What does it mean if I receive more than one set of proxy materials?

If you received more than one set of proxy materials, then your shares are registered in different names or are in more than one account. For each set of proxy materials that you receive, please submit your vote for the control number that has been assigned to you in such materials.

How do I obtain a separate set of proxy materials if I share an address with other stockholders?

To reduce expenses, in some cases, we may deliver one set of proxy materials to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. However, in such situations, a separate proxy card has been included with the proxy materials for each stockholder. If you have received only one set of proxy materials, you may request separate copies to be delivered promptly at no additional cost to you by calling us at (334) 673-9763 or by writing to us at Construction Partners, Inc., 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303, Attention: Secretary. We hereby undertake to deliver promptly, upon written or oral request, a copy of the proxy materials to a stockholder at a shared address to which a single set of proxy materials was delivered.

If I share an address with other stockholders of the Company, how can we receive only one set of proxy materials for future meetings?

You may request that we send you and the other stockholders who share an address with you only one set of proxy materials by calling us at (334) 673-9763 or by writing to us at Construction Partners, Inc., 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303, Attention: Secretary.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the Record Date by: (i) each of our directors, including each director nominee; (ii) each of our named executive officers (our “NEOs”); (iii) all of our directors and executive officers as a group; and (iv) each stockholder known by the Company to beneficially own more than 5% of a class of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that an individual or group has the right to acquire within 60 days of the Record Date, including through the exercise of derivative securities, such as options, are deemed to be beneficially owned by such individual or group and are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

The applicable percentage of ownership is based on a total of 41,084,301 shares of Class A common stock and 11,352,915 shares of Class B common stock outstanding as of the Record Date. Each share of Class A common stock is entitled to one vote per share, and each share of Class B common stock is entitled to ten votes per share. The Class A common stock and Class B common stock vote together on all matters submitted to a vote of stockholders, unless otherwise required by applicable law, our amended and restated certificate of incorporation or our amended and restated by-laws. Neither class of our common stock has cumulative voting rights. Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own. The Company does not know of any arrangements, including any pledge by any person of the Company’s securities, the operation of which may at a subsequent date result in a change in control of the Company. Unless otherwise indicated, the address for each director and NEO is: c/o Construction Partners, Inc., 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303.


	Common Stock Beneficially Owned
	Class A			Class B
Name of Beneficial Holder	Shares	% of Class		Shares	% of Class		% of Total Voting Power †
5% STOCKHOLDERS
SunTx Fulcrum Fund Prime, L.P. (1) (8) (9) (11)	37,248	*		1,788,520	15.8	%	11.6	%
SunTx Fulcrum Dutch Investors Prime, L.P. (2) (8) (9) (11)	—	*		677,629	6.0	%	4.4	%
SunTx Capital Partners, L.P. (3) (9) (11)	—	*		2,399,999	21.1	%	15.5	%
SunTx Capital Partners II, L.P. (4) (10) (11)	428,817	1.0	%	2,496,267	22.0	%	16.4	%
SunTx Capital Partners II Dutch Investors, L.P. (5) (10) (11)	234,247	*		1,228,463	10.8	%	8.1	%
SunTx Capital Management Corp. (6) (11)	—	*		2,695	*		*
SunTx Capital II Management Corp. (7) (11)	—	*		674	*		*
Grace, Ltd. (12)	—	—		1,250,000	11.0	%	8.1	%
Conestoga Capital Advisors, LLC (13)	5,144,652	12.5	%	—	—		3.3	%
Wasatch Advisors, Inc. (14)	3,599,484	8.8	%	—	—		2.3	%
Kayne Anderson Rudnick Investment Management LLC (15)	2,521,127	6.1	%	—	—		1.6	%

DIRECTORS
Ned N. Fleming, III (16) (17)	840,137	2.0	%	9,032,866	79.6	%	59.0	%
Craig Jennings (16) (18)	738,504	1.8	%	8,686,346	76.5	%	56.7	%
Mark R. Matteson (16) (19)	739,504	1.8	%	8,740,039	77.0	%	57.0	%
Michael H. McKay	41,291	*		35,406	*		*
Charles E. Owens (20)	—	—		1,252,695	11.0	%	8.1	%
Stefan L. Shaffer	38,192	*		—	—		*
Noreen E. Skelly	25,191	*		—	—		*
Fred J. (Jule) Smith, III (21)	124,498	*		426,523	3.8	%	2.8	%

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	Common Stock Beneficially Owned
	Class A			Class B
Name of Beneficial Holder	Shares	% of Class		Shares	% of Class		% of Total Voting Power †

NON-DIRECTOR NEOS
M. Brett Armstrong (22)	48,200	*		20,160	*	%	*
Robert P. Flowers (23)	58,825	*		5,990	*	%	*
John L. Harper (24)	250,578	*		—	—		*
R. Alan Palmer (25)	31,500	*		130,209	1.1	%	*

All Directors and Executive Officers as a Group (15 persons)	1,624,841	4.0	%	11,141,740	98.1	%	73.1	%


*			Represents less than 1%.
†			Represents the voting power with respect to all shares of Class A common stock and Class B common stock outstanding as of the Record Date, voting as a single class.
(1)			Shares are held directly by SunTx Fulcrum Fund Prime, L.P. (“SunTx Fulcrum Fund”).
(2)			Shares are held directly by SunTx Fulcrum Dutch Investors Prime, L.P. (“SunTx Fulcrum Dutch Fund”).
(3)			Shares are held directly by SunTx Capital Partners L.P. (“SunTx Partners”).
(4)			Shares are held directly by SunTx Capital Partners II, L.P. (“SunTx Partners II”).
(5)			Shares are held directly by SunTx Capital Partners II Dutch Investors, L.P. (“SunTx Partners II Dutch”).
(6)			Shares are held directly by SunTx Capital Management Corp. (“SunTx Capital Management”).
(7)			Shares are held directly by SunTx Capital II Management Corp. (“SunTx Capital II Management”).
(8)			The general partner of SunTx Fulcrum Fund and SunTx Fulcrum Dutch Fund is SunTx Partners.
(9)			The general partner of SunTx Partners is SunTx Capital Management.
(10)			The general partner of SunTx Partners II and SunTx Partners II Dutch is SunTx Capital Partners II GP, LP (“SunTx Partners II GP”). The general partner of SunTx Partners II GP is SunTx Capital II Management.
(11)			Ned N. Fleming, III, Executive Chairman of our Board, is the sole shareholder and director of SunTx Capital Management and is the majority shareholder and sole director of SunTx Capital II Management. Craig Jennings and Mark R. Matteson, each a director of the Company, are executive officers of SunTx Capital Management and shareholders of SunTx Capital II Management. Each of SunTx Partners, SunTx Capital Management, SunTx Partners II GP, SunTx Capital II Management, Mr. Fleming, Mr. Jennings and Mr. Matteson may be deemed to beneficially own securities of the Company held by SunTx Fulcrum Fund, SunTx Fulcrum Dutch Fund, SunTx Partners II and SunTx Partners Dutch LP (collectively, the “SunTx Funds”). Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. The business address of each of the foregoing persons and entities, as well as the SunTx Funds, is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.
(12)			Charles E. Owens, the Vice Chairman of our Board, is the general partner of Grace, Ltd. As the general partner of Grace, Ltd., Mr. Owens may be deemed to beneficially own shares held by Grace, Ltd. Mr. Owens disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The business address of Grace, Ltd. is 10 Chateau Place, Dothan, Alabama 36303.
(13)			Beneficial ownership information is as of December 31, 2020, as reported on a Schedule 13G/A filed by Conestoga Capital Advisors, LLC (“Conestoga”) on January 6, 2021. As reported on the Schedule 13G/A, Conestoga beneficially owned a total of 5,144,652 shares of Class A common stock as of the report date, including 2,885,801 shares in the Conestoga Small Cap Fund. Of the reported shares, Conestoga had sole voting power over 4,908,603 shares and sole dispositive power over 5,144,652 shares. The address of the business office of Conestoga is 550 East Swedesford Road, Suite 120, Wayne, Pennsylvania 19087.

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(14)			Beneficial ownership information is as of March 31, 2021, as reported on a Schedule 13G/A filed by Wasatch Advisors, Inc. (“Wasatch”) on April 9, 2021. As reported on the Schedule 13G/A, Wasatch beneficially owned a total of 3,599,484 shares of Class A common stock as of the report date. Wasatch held sole voting and dispositive power over all shares that it beneficially owned as of such date. The address of the business office of Wasatch is 505 Wakara Way, Salt Lake City, Utah 84108.
(15)			Beneficial ownership information is as of December 31, 2020, as reported on a Schedule 13G filed by Kayne Anderson Rudnick Investment Management LLC (“Kayne Anderson”) on February 11, 2021. As reported on the Schedule 13G, Kayne Anderson beneficially owned a total of 2,521,127 shares of Class A common stock as of the report date. Of the reported shares, Kayne Anderson held sole voting and dispositive power over 1,732,892 shares and shared voting and dispositive power over 788,235 shares. The address of the business office of Kayne Anderson is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067.
(16)			Includes shares of Class A and Class B common stock held by the SunTx Funds and related entities. See footnote 11 above.
(17)			Includes (a) 4,000 Class A shares owned by Mr. Fleming’s spouse, (b) 272 Class B shares held by Boyle Fleming & Co, Inc., a corporation for which Mr. Fleming serves as an executive officer and, in such capacity, holds the power to vote and direct the disposition of the shares, (c) 438,347 Class B shares held by Malachi Holdings, L.P., a limited partnership for which Mr. Fleming serves as general partner and, in such capacity, holds the power to vote and direct the disposition of the shares, and (d) 21,250 restricted Class A shares that will vest as to two-thirds of the award on January 1, 2024 and as to the remaining one-third of the award on January 1, 2025.
(18)			Includes 92,099 Class B shares held by CJCT Associates, L.P., a limited partnership for which Mr. Jennings serves as general partner and, in such capacity, holds the power to vote and direct the disposition of the shares.
(19)			Includes 145,792 Class B shares held by AMDG Associates, L.P., a limited partnership for which Mr. Matteson serves as general partner and, in such capacity, holds the power to vote and direct the disposition of the shares.
(20)			Includes 1,250,000 Class B shares held by Grace, Ltd. See footnote 12 above.
(21)			Includes 134,582 shares of Class B common stock held by Tar Frog Investment Management, LLC, a limited liability company for which Mr. Smith serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares. Also includes 120,666 restricted Class A shares that vested or will vest, as applicable, as follows: (a) 7,500 shares that vest in one-third increments on January 4, 2022, 2023 and 2024, (b) 5,500 shares that vest in one-third increments on September 30, 2022, 2023 and 2024, (c) 7,666 shares that vest in one-fourth increments on September 30, 2022, 2023, 2024 and 2025, and (d) 100,000 shares that vest in one-half increments on September 30, 2024 and 2025. As of the Record Date, Mr. Smith had pledged a total of 3,832 Class A shares and 291,941 Class B shares as security for personal financial arrangements. These pledges were approved by the Company in advance pursuant to the Company’s policy governing such arrangements.
(22)			Includes 46,850 restricted Class A shares that vest as follows: (a) 2,850 shares that vest in one-third increments on September 30, 2022, 2023 and 2024, (b) 4,000 shares that vest in one-fourth increments on September 30, 2022, 2023, 2024 and 2025, and (c) 40,000 shares that vest in one-half increments on September 30, 2024 and 2025.
(23)			Includes 57,560 restricted Class A shares that vest as follows: (a) 3,150 shares that vest in one-third increments on September 30, 2022, 2023 and 2024, (b) 4,410 shares that vest in one-fourth increments on September 30, 2022, 2023, 2024 and 2025, and (c) 50,000 shares that vest in one-half increments on September 30, 2024 and 2025.
(24)			Includes 500 shares owned by Mr. Harper’s spouse. Also includes 57,833 restricted Class A shares that vest as follows: (a) 3,263 shares that vest in one-third increments on September 30, 2022, 2023 and 2024, (b) 4,570 shares that vest in one-fourth increments on September 30, 2022, 2023, 2024 and 2025, and (c) 50,000 shares that vest in one-half increments on September 30, 2024 and 2025. As of the Record Date, Mr. Harper had pledged a total of 192,155 Class A shares as security for personal financial arrangements. This pledge was approved by the Company in advance pursuant to the Company’s policy governing such arrangements.
(25)			Includes 20,000 restricted Class A shares that vest in one-half increments on September 30, 2024 and 2025.

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MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Directors

Our amended and restated certificate of incorporation provides that the number of members of the Board will be determined from time to time by resolution of the Board. Currently, the Board consists of eight members. The Board is divided into three classes, with Classes I and III consisting of three directors each and Class II consisting of two directors. The directors in each class serve three-year terms, with one class elected each year.

Our current directors are divided into the following classes:

•Class I, consisting of Ned N. Fleming, III, Charles E. Owens and Fred J. (Jule) Smith, III, whose terms will expire at the Annual Meeting;

•Class II, consisting of Craig Jennings and Mark R. Matteson, whose terms will expire at the 2023 Annual Meeting of Stockholders; and

•Class III, consisting of Michael H. McKay, Stefan L. Shaffer and Noreen E. Skelly, whose terms will expire at the 2024 Annual Meeting of Stockholders.

Information about the Nominees and Other Directors

Set forth below are the biographies of each of the nominees and our other directors, including their names, ages, the committees of the Board on which they serve, offices in the Company, if any, principal occupations or employment for at least the past five years, the length of their tenure as directors, and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion that each person listed below should serve as a director is set forth below. The stock ownership of each director is set forth in the table above entitled “Security Ownership of Certain Beneficial Owners and Management.”

Name

Age

Position

Ned N. Fleming, III (2) (3)

Executive Chairman of the Board

Craig Jennings

Director

Mark R. Matteson (2) (3)

Director

Michael H. McKay (1)

Director

Charles E. Owens (3)

Vice Chairman of the Board

Stefan L. Shaffer (1) (2)

Director

Noreen E. Skelly (1)

Director

Fred J. (Jule) Smith, III

President, Chief Executive Officer and Director

(1)

Member of the Audit Committee

(2)

Member of the Compensation Committee

(3)

Member of the Nominating and Corporate Governance Committee

Class I Nominees - Terms Expire at the Annual Meeting

Ned N. Fleming, III is one of the founders of our Company and has served as Executive Chairman of the Board since our inception. He has served as Managing Partner of SunTx since 2001 and also serves as chairman of the board of directors of Big Outdoor LLC. Mr. Fleming previously served as a member of the board of directors of Veritex Holdings, Inc., a publicly traded bank holding company, DF&R Restaurants, Inc., a formerly publicly traded restaurant operator, and Spinnaker Industries, Inc., a publicly traded material manufacturing company. Prior to co-founding SunTx in 2001, Mr. Fleming served as President and Chief Operating Officer of Spinnaker Industries, Inc. until its sale in 1999. Prior to that, Mr. Fleming worked at a Dallas-based private investment firm, where he led acquisitions in the food and beverage and defense industries. Mr. Fleming received a Master of Business Administration with distinction from Harvard Business School and a Bachelor of Arts in Political Science from Stanford University. As a result of his role with our Company since our inception, Mr. Fleming has significant knowledge of us and our industry, which we believe makes him well-qualified to serve as a director of our Company.

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Charles E. Owens is one of the founders of our Company and served as our President and Chief Executive Officer and as a member of our Board from our inception until March 2021, when he transitioned to the role of Vice Chairman of our Board. From 1990 until its sale in 1999, Mr. Owens was President and Chief Executive Officer of Superfos Construction U.S., Inc. (“Superfos”), the North American operation of Superfos a/s, a publicly held Danish company. During his tenure at Superfos, he oversaw the successful acquisition and integration of approximately 35 companies, leading Superfos to become one of the largest highway construction companies in the United States. Prior to 1990, Mr. Owens was President of Couch Construction, Inc., a subsidiary of Superfos headquartered in Dothan, Alabama. Mr. Owens received a Bachelor of Business Administration from Troy University. As a result of his role with our Company since our inception, Mr. Owens has significant knowledge of us and our industry, which we believe makes him well-qualified to serve as a director of our Company.

Fred J. (Jule) Smith, III has served as our President and Chief Executive Officer since April 2021 and as a member of our Board since November 2021. Before that, Mr. Smith served as our Chief Operating Officer from October 2020 to March 2021 and as a Senior Vice President of the Company since 2017. Until October 2020, Mr. Smith also served in various management roles for FSC II, LLC, our North Carolina subsidiary (“FSC”), since 2005, including as its President from 2009 to 2020. Before joining FSC, Mr. Smith served as Chief Operating Officer of Fred Smith Construction, Inc. from 2005 to 2009. Prior to that, he held various other positions within Fred Smith Construction, Inc. and also served in the supply corps of the U.S. Navy. Mr. Smith received a Master of Business Administration and a Bachelor of Arts in History from Wake Forest University. We believe that Mr. Smith’s extensive experience in our industry and tenure as a key officer of our Company make him well-qualified to serve as a director of our Company.

Class II Continuing Directors - Terms Expire in 2023

Craig Jennings has served as a member of the Board since 2017. Since 2001, he has been a partner and Chief Financial Officer of SunTx. Prior to co-founding SunTx, Mr. Jennings was Vice President of Finance and Treasurer of Spinnaker Industries, Inc., a publicly traded materials manufacturing company, until its sale in 1999. Prior to that, Mr. Jennings held senior finance positions at a publicly traded oil field services company and a publicly traded food and beverage company, and also was a Senior Audit Manager with Ernst & Young LLP. Mr. Jennings received his Bachelor of Business Administration from the University of Toledo and is a Certified Public Accountant. We believe that Mr. Jennings’ investment, financial and directorship experience makes him well-qualified to serve as a director of our Company.

Mark R. Matteson has served as a member of the Board since our inception. Since 2001, he has been a partner of SunTx. Prior to co-founding SunTx in 2001, Mr. Matteson was Vice President of Corporate Development of Spinnaker Industries, Inc., a publicly traded materials manufacturing company, until its sale in 1999. He currently serves as chairman of the board of directors of Freedom Truck Finance, LLC and as a member of the board of directors of Anchor Partners, LLC. Mr. Matteson received a Master of Business Administration from Georgetown University and a Bachelor of Arts in Foreign Service and International Politics from The Pennsylvania State University. As a result of his role with our Company since our inception, Mr. Matteson has significant knowledge of us and our industry, which we believe makes him well-qualified to serve as a director of our Company.

Class III Continuing Directors - Terms Expire in 2024

Michael H. McKay has served as a member of the Board since 2002. Mr. McKay has been an Advisory Partner at Bain & Company since 2009. He also serves as a member of the board of directors of Big Outdoor Holdings, LLC and Hubbardton Forge, LLC. Since joining Bain & Company in 1987, he helped found its Private Equity Group and has evaluated and developed strategies for hundreds of businesses. From 2004 to 2006, Mr. McKay served as Chief Investment Officer of a principal investment firm based in Washington, D.C., making public and private investments, and was Managing Partner of a Boston-based hedge fund from 2006 to 2009. Mr. McKay is also a Senior Lecturer at the Brandeis International Business School, where he has served on the faculty since 2010. Mr. McKay received a Master of Business Administration from The University of Chicago Graduate School of Business, where he received the Mayer Prize as top graduating student, and a Bachelor of Arts with high distinction in Economics from Harvard University. We believe that Mr. McKay’s experience analyzing, financing and investing in public and private companies makes him well-qualified to serve as a director of our Company.

Stefan L. Shaffer has served as a member of the Board since 2018. Mr. Shaffer is the Managing Partner of SPP Capital Partners, a middle market investment banking and asset management firm that he co-founded in 1989. Prior to founding SPP Capital Partners, Mr. Shaffer was a Vice President in the Private Placement Group at Bankers Trust Company from 1986 to 1989, and worked as an attorney with the law firm of White & Case LLP from 1982 to 1986. Mr. Shaffer received a Juris Doctor from Cornell University Law School and a Bachelor of Arts from Colgate University. We believe that Mr. Shaffer’s experience analyzing, financing and advising public and private companies makes him well-qualified to serve as a director of our Company.

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Noreen E. Skelly has served as a member of our Board since 2019. Ms. Skelly currently serves as the Chief Financial Officer for Broadway National Bank, a commercial bank headquartered in San Antonio, Texas. She previously served as Executive Vice President and Chief Financial Officer of Veritex Holdings, Inc., the holding company of Veritex Community Bank, headquartered in Dallas, Texas, from June 2012 through January 2019. Prior to that, Ms. Skelly was the Chief Financial Officer of Highlands Bancshares, Inc., a bank holding company located in the Dallas, Texas area. Her experience includes serving in various senior management positions within the corporate finance functions at Comerica Bank and ABN AMRO / LaSalle Bank. Ms. Skelly began her professional career at the Federal Reserve Bank of Chicago and was promoted to serve as an accounting policy analyst for the Board of Governors of the Federal Reserve System in Washington, D.C. Ms. Skelly received a Master of Business Administration from the University of Chicago Booth School of Business and a Bachelor of Business Administration in finance from the University of Texas at Austin. We believe that Ms. Skelly’s experience as a chief financial officer of a publicly traded company and as a finance executive make her well-qualified to serve as a director of our Company.

Board Skills, Experience and Diversity

At Construction Partners, we value diversity throughout our Company, including on our Board, and seek to achieve a mix of Board members that represents a diversity of background and experience. We believe that diversity among the members of our Board is an integral component of effective corporate governance, improves the quality of decision-making and strategic vision, and represents the kind of company we aspire to be. Our Board is representative of a diverse group of backgrounds, viewpoints and ages. As described further below under the heading “Nomination and Consideration of Director Candidates,” we consider candidates for Board service first on the basis of merit, while giving due consideration to diversity criteria.

The table below summarizes certain key qualifications, skills and attributes possessed by our directors that support their respective contributions to our Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in more detail.

Skill or Experience

Fleming

Jennings

Matteson

McKay

Owens

Shaffer

Skelly

Smith

Leadership

Finance/Accounting

Government Relations

Insurance

Heavy Industry

Investor Relations

Investments

HR / Executive Compensation

Sustainability / ESG

Risk Management

Capital Markets

In accordance with Nasdaq Listing Rule 5605(f), the following chart sets forth certain self-identified personal demographic characteristics of our directors.

Board Diversity Matrix (As of December 31, 2021)


Total Number of Directors			8
	Female	Male		Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	7		—	—

Part II: Demographic Background
White	1	7		—	—

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Information about Executive Officers Who Are Not Also Directors

The following table sets forth certain information about our executive officers who are not also directors. Executive officers are elected annually by the Board to serve at the Board’s discretion until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification or removal.

Name

Age

Position

R. Alan Palmer

Executive Vice President and Chief Financial Officer

Todd K. Andrews

Chief Accounting Officer

M. Brett Armstrong

Senior Vice President

J. Ryan Brooks

Senior Vice President, Legal

Robert P. Flowers

Senior Vice President

John L. Harper

Senior Vice President

Gregory A. Hoffman

Senior Vice President, Finance

R. Alan Palmer is one of the founders of our Company and has served as our Executive Vice President and Chief Financial Officer since 2006. Between 2001 and 2006, Mr. Palmer provided consulting services to the Company. Prior to 2000, Mr. Palmer was Vice President and Chief Financial Officer of Couch Construction, Inc. and Superfos. Mr. Palmer received a Bachelor of Science in Accounting from Auburn University.

Todd K. Andrews has served as our Chief Accounting Officer since December 2018. Prior to that, Mr. Andrews served as the Company’s Controller, a role that he held since 2008. Before joining the Company, Mr. Andrews served for more than nine years as Chief Financial Officer of Graceba Total Communications, Inc., a provider of cable television and broadband internet services, and in accounting roles at two banking institutions. Mr. Andrews is a Certified Public Accountant and holds Bachelor of Science degrees in Accounting and Computer Science from Troy University.

M. Brett Armstrong has served as our Senior Vice President since 2017 and in various management positions at Wiregrass Construction Company, Inc. (“WCC”), our Alabama subsidiary, since 2000, including as its Chief Operating Officer since 2010. Prior to joining WCC, he was Area Manager over the Columbus, Georgia division of Ashland Paving and Construction, Inc. Prior to that, he was Area Manager over the Columbus, Georgia division of Superfos. Mr. Armstrong holds a Bachelor of Science in Civil Engineering from Auburn University.

J. Ryan Brooks has served as our Senior Vice President, Legal, since 2018. Prior to joining the Company, Mr. Brooks was in private law practice at Maynard, Cooper & Gale, P.C. in Birmingham, Alabama, where he represented both public and private companies in a variety of corporate matters, including mergers and acquisitions, securities offerings and regulatory compliance. Mr. Brooks holds a Juris Doctor from Vanderbilt University Law School and a Bachelor of Science in Accounting from Auburn University.

Robert P. Flowers has served as our Senior Vice President since 2017 and has served as President of C.W. Roberts Contracting, Inc., our subsidiary, since joining our Company in 2013. Prior to joining our Company, he was Executive Vice President of Estimating and Construction for Barlovento, LLC, a general contractor performing civil and commercial construction throughout the United States. Prior to that, Mr. Flowers was the Georgia Platform President of Superfos.

John L. Harper has served as our Senior Vice President since 2017 and has served as President of WCC, our subsidiary, since 1996. Prior to becoming President of WCC, he served as Vice President of Estimating/Project Management of WCC. An active member of several state and national highway construction organizations, Mr. Harper has previously served as the Chairman of the National Asphalt Pavement Association. Mr. Harper received a Bachelor of Science in Finance from Auburn University.

Gregory A. Hoffman has served as our Senior Vice President, Finance since April 2021. Prior to that, Mr. Hoffman served as Chief Financial Officer of WCC, our subsidiary, from 2009 to 2021. Before joining our organization, Mr. Hoffman served in various roles at Corporate Express, Inc., a Staples company, including as Division Controller and Vice President, Operations, and also as Division Controller for APAC-Georgia, Inc., a heavy civil infrastructure company. Prior to that, Mr. Hoffman was a Manager at Ernst & Young LLP, where he managed audit engagement teams serving a variety of industries, including construction. Mr. Hoffman holds a Bachelor of Science in Accounting from the University of Alabama.

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Certain Director and Executive Officer Relationships

None of our current directors, director nominees or executive officers were selected pursuant to any arrangement or understanding, other than with our directors and executive officers acting within their capacities as such. There are no family relationships between or among any of our directors, director nominees and executive officers. No director or executive officer of the Company currently serves as a director of a company that (i) has a class of securities registered under, or that is subject to the periodic reporting requirements of, the Exchange Act, or (ii) is an investment company registered under the Investment Company Act of 1940. None of our directors or executive officers has been involved in any legal proceedings during the past 10 years that are material to an evaluation of the ability or integrity of such person. In addition, none of our directors, executive officers or 5% stockholders or any associate of any of the foregoing has been involved in any legal proceedings in which such person has or had a material interest adverse to the Company or any of our subsidiaries. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of the Company.

Director Independence and Controlled Company Exemption

Because SunTx beneficially owns a majority of the voting power of our outstanding common stock, we are a “controlled company” under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”). As a controlled company, we are exempt from certain Nasdaq governance requirements that would otherwise apply to the composition and function of our Board. For example, we are not required to comply with certain rules that would otherwise require, among other things, (i) our Board to have a majority of independent directors, (ii) the compensation of our executive officers to be determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees to be selected or recommended either by a majority of the independent directors or a committee of independent directors. Notwithstanding our status as a controlled company, we remain subject to the requirements that our independent directors hold regular executive sessions and that our Audit Committee consist entirely of independent directors.

If at any time we cease to be a controlled company, we will take all action necessary to comply with the Nasdaq listing rules, including appointing a majority of independent directors to our Board and ensuring that our Compensation Committee and our Nominating and Corporate Governance Committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods. We will no longer qualify as a controlled company once SunTx ceases to own a majority of the voting power of our outstanding common stock.

To qualify as “independent” under the Nasdaq listing rules, a director must meet certain objective criteria set forth in the Nasdaq listing rules, and our Board must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director. Among other things, the Nasdaq independence criteria include that the director not be our employee and not have engaged in various types of business dealings with the Company.

To assess director independence as defined in the Nasdaq listing rules, our Board has reviewed (i) all direct or indirect business relationships between each director (including his or her immediate family members) and the Company, including relationships that would require disclosure pursuant to Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and relationships that do not rise to the level of requiring such disclosure, and (ii) each director’s relationships with charitable organizations. Based on this review, our Board has determined that Michael H. McKay, Stefan L. Shaffer and Noreen E. Skelly are “independent” directors under the Nasdaq listing rules. Additionally, our Board has determined that Messrs. McKay and Shaffer and Ms. Skelly satisfy the heightened independence requirements of Rule 10A-3 under the Exchange Act for purposes of Audit Committee membership.

Board Leadership Structure

The Board oversees the business and affairs of the Company and monitors the performance of its management. Although the Board is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board, reports from management and discussions with the Company’s executive officers. Directors also communicate with the Company’s outside advisors, as necessary.

Members of the Board are elected by our stockholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its stockholders. Leadership is important to facilitate the Board acting effectively as a working group so that the Company and its performance may benefit.

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The role of Executive Chairman of the Board includes providing continuous feedback on the direction, performance and strategy of the Company, presiding as chairman of Board meetings, setting the Board’s agenda with management and leading the Board in anticipating and responding to opportunities and challenges faced by the Company. Ned N. Fleming, III currently serves as the Executive Chairman of our Board. Our Board does not have a formal policy regarding the combination of the roles of Executive Chairman and Chief Executive Officer because the Board believes that it is in the best interests of the Company to have the flexibility to determine, from time to time, whether the positions should be held by the same person or by separate persons. The Board believes that the current separation of the roles of Executive Chairman and Chief Executive Officer allows the Company to benefit from the knowledge and leadership of two experienced business veterans and is advantageous to independence, oversight and objectivity. The Board may reconsider this leadership structure from time to time based on the leadership needs of our Board and the Company at any particular time.

Meetings of the Board

Our Board conducts its business through meetings of the full Board and its committees. Under our Corporate Governance Guidelines, directors are expected to prepare for and attend all meetings of the Board and committees on which they serve. During our fiscal year ended September 30, 2021, the Board met six times, and no director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of committees of the Board for the period during which the director served on the Board or such committee. We have not adopted a formal policy regarding director attendance at the Company’s Annual Meetings of Stockholders; however, we encourage our directors to attend such meetings. Each member of the Board attended the most recent Annual Meeting of Stockholders, either in person or remotely.

Committees of the Board

The Board has three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of the standing committees operates under its own written charter adopted by our Board, all of which are available on the Company’s investor relations website at http://ir.constructionpartners.net under the heading “Governance - Governance Documents.” The information contained on, or accessible from, our website is not part of this Proxy Statement by reference or otherwise. In addition, special committees may be established under the direction of our Board when necessary to address specific issues. The standing committees annually review and assess the adequacy of their respective charters and recommend any revisions to the Board.

The membership and functions of each of the standing committees, as well as the number of meetings that each of them held during fiscal 2021, are described below.

Audit Committee

The purpose of the Audit Committee is to oversee our accounting and financial reporting processes, the audits of our financial statements, the qualifications and performance of our independent registered public accounting firm and the execution of our internal audit function. The Audit Committee is responsible for, among other things:

•reviewing and discussing with management and our independent registered public accounting firm our annual audited and interim unaudited financial statements and related disclosures to be included in our quarterly earnings releases and periodic reports filed with the SEC;

•recommending to the Board whether our audited financial statements will be included in our Annual Report on Form 10-K;

•reviewing and discussing the scope and results of the independent registered public accounting firm’s annual audit and quarterly reviews of our financial statements, and any other matters required to be communicated to the Audit Committee by the independent registered public accounting firm;

•reviewing and discussing with management, our independent registered public accounting firm and any internal personnel or third parties serving an internal audit function the adequacy and effectiveness of our disclosure controls and procedures, our internal controls and procedures for financial reporting and our risk assessment and risk management policies (including those related to significant business risk exposures, such as data privacy and network security);

•appointing, compensating, retaining and overseeing the work of our independent registered public accounting firm, including their independence;

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•reviewing and pre-approving all audit, review or attest services and permitted non-audit services that may be performed by our independent registered public accounting firm;

•establishing and maintaining guidelines relating to our hiring of employees and former employees of our independent registered public accounting firm;

•reviewing and discussing the scope and staffing of our internal audit function, including any difficulties encountered by the internal audit function and restrictions on the scope of its work or access to required information, and reviewing significant internal audit reports and management’s responses;

•confirming the regular rotation of the audit partners with our independent auditor and considering whether there should be regular rotation of our auditors;

•preparing an annual Audit Committee report to be included in our proxy statement;

•reviewing legal and regulatory matters that may have a material impact on our financial statements and reviewing our compliance policies and procedures, including the implementation and effectiveness of our compliance programs;

•participating in the selection of the Company’s lead audit partner;

•reviewing the Company’s significant financing transactions and related documentation that may have a material impact on the Company’s ability to borrow in order to ensure that the Company is able to finance its ongoing and future operations, and evaluating whether to recommend that the Board approve or ratify any such financing transaction;

•considering all of the relevant facts and circumstances available for related party transactions submitted to the Audit Committee in accordance with our written policy governing related party transactions;

•establishing and maintaining procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters for the confidential, anonymous submission by our employees of concerns regarding questionable accounting and auditing matters;

•reviewing and discussing all critical accounting policies and practices to be used, all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by the independent auditor, and other material written communications between the independent auditor and management; and

•reviewing and recommending to the Board director and officer indemnification and insurance policies and procedures.

We are required to have an audit committee composed of at least three directors, each of whom meets the independence and experience standards established by Nasdaq and the SEC under the Exchange Act. The Audit Committee currently consists of Ms. Skelly (Chairperson) and Messrs. McKay and Shaffer. The Board has determined that (i) each member of the Audit Committee is independent under the Nasdaq listing rules, satisfies the heightened independence requirements of Rule 10A-3 under the Exchange Act and is financially literate and (ii) Mr. McKay and Ms. Skelly each qualify as an “audit committee financial expert” under the criteria set forth in the rules and regulations of the SEC. The Audit Committee met four times during fiscal 2021.

Compensation Committee

The primary purposes of the Compensation Committee are to establish salaries, incentives and other forms of compensation for our officers and other employees and to administer the Company’s incentive compensation and benefit plans. More specifically, the Compensation Committee is responsible for, among other things:

•reviewing and approving annually the corporate goals and objectives relevant to the compensation of our executive officers, evaluating the performance of our executive officers in light of those goals and setting the compensation levels of our executive officers based on such evaluation;

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•reviewing the competitiveness of our compensation programs for executive officers to (i) attract and retain executive officers, (ii) motivate our executive officers to achieve our business objectives, and (iii) align the interests of our executive officers and key employees with the long-term interests of our stockholders;

•reviewing trends in management compensation, overseeing the development of new compensation plans and, when necessary, revising existing plans;

•periodically reviewing the compensation paid to non-employee directors through annual retainers and any other cash or equity components of compensation and perquisites, and making recommendations to the Board for any adjustments;

•reviewing and approving the employment agreements, salaries, bonuses, equity or equity-based awards and severance, termination, indemnification and change in control agreements for all of our executive officers;

•reviewing and approving compensation packages for new executive officers and termination packages for executive officers as may be suggested by management or the Board;

•reviewing and approving our policies and procedures with respect to expense accounts and perquisites for our executive officers;

•reviewing and discussing with the Board and our executive officers plans for executive officer development and corporate succession plans for the Company’s executive officers;

•reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans;

•overseeing our employee benefit plans;

•reviewing periodic reports from management on matters relating to personnel appointments and practices;

•reviewing and assessing the Company’s policies and practices for compensating its employees, including its executive officers, as they relate to risk management practices, risk-taking incentives and identified major risk exposures to the Company; and

•making recommendations concerning policies to mitigate risks arising from compensation policies and practices, including policies providing for the recovery of incentive or equity-based compensation and limiting hedging activities related to the Company’s common stock.

Pursuant to its charter, the Compensation Committee is authorized to retain and terminate advisors to assist the Compensation Committee in discharging its duties and responsibilities to the extent that the Compensation Committee deems necessary. This includes the authority to approve fees and the other terms and conditions of the advisors’ retention. In addition, any of the responsibilities described above may be delegated to one or more subcommittees, as the Compensation Committee may deem necessary or appropriate.

Our Compensation Committee consists of Messrs. Fleming (Chairperson), Matteson, and Shaffer. Our Board has determined that Mr. Shaffer is the only member of the Compensation Committee who is independent under the Nasdaq listing rules. The Compensation Committee met three times during fiscal 2021.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies, evaluates and recommends qualified nominees to serve on our Board, develops and oversees our internal corporate governance processes and maintains a management succession plan. Among other things, the Nominating and Corporate Governance Committee is responsible for:

•reviewing and making recommendations regarding the size, composition and organization of the Board;

•developing and recommending to the Board specific criteria for the selection of directors;

•with respect to director nominees, (i) identifying individuals qualified to become members of the Board (consistent with criteria approved by the Board), (ii) reviewing the qualifications of any such person submitted to be considered as a director, and (iii) selecting the director nominees for the Annual Meeting of Stockholders or to fill vacancies on the Board;

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•developing and periodically reassessing policies and procedures with respect to the consideration of any director candidate recommended by stockholders or otherwise;

•reviewing and making recommendations to the Board with respect to the size, composition and organization of Board committees (other than the Nominating and Corporate Governance Committee);

•recommending procedures for the effective functioning of the Board;

•assisting the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence;

•overseeing the Board’s annual self-evaluation process and reporting annually to the Board with an assessment of the Board’s performance;

•developing and maintaining an orientation program for new directors and continuing education programs for directors; and

•reviewing and discussing, as appropriate, with management the Company’s public disclosures and its disclosures to stock exchanges relating to independence, governance and director nomination matters, including in the Company’s proxy statement.

The Nominating and Corporate Governance Committee consists of Messrs. Fleming (Chairperson), Owens and Matteson. Our Board has determined that none of the members of our Nominating and Corporate Governance Committee are independent under the Nasdaq listing rules. The Nominating and Corporate Governance Committee met one time during fiscal 2021.

Role of the Board in Risk Oversight

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management at the Company, including risks related to cybersecurity. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board receives reports from management on financial, operational, legal compliance and reputation risks and the degree of exposure to those risks. The Board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business units of the Company.

Our Board oversees an enterprise-wide approach to risk management, which is designed to (i) support the achievement of organizational objectives, including strategic objectives, (ii) improve long-term organizational performance, (iii) identify and mitigate emerging risks to our business, such as cybersecurity risks, and (iv) enhance stockholder value. Several Board committees are responsible for risk oversight in specific areas. For example, the Audit Committee oversees financial, accounting and internal control risk management policies and approves the independent auditor and its annual audit plan. The Audit Committee also reports periodically to the Board on the effectiveness of risk management processes in place and the overall risk assessment of the Company’s activities. The Compensation Committee assesses and monitors risks in the Company’s compensation program. For more information on the responsibilities of the committees of our Board, see the discussion about the respective committees under the heading “Committees of the Board.”

Code of Business Conduct and Ethics

We are committed to having sound corporate governance principles. Such principles are essential to running our business efficiently and maintaining our integrity in the marketplace. We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and the members of our Board. The Code of Business Conduct and Ethics is available on our Investor Relations website at http://ir.constructionpartners.net/ under the heading “Governance - Governance Documents.” Any future changes or amendments to the Code of Business Conduct and Ethics, and any waiver thereof that applies to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, will be posted on our website and otherwise reported in accordance with SEC and Nasdaq rules.

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Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities. The Corporate Governance Guidelines set forth guiding principles and provide a flexible framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, board composition, director qualifications and responsibilities, and stockholder communications with the Board. The Nominating and Corporate Governance Committee is responsible for regularly reviewing and providing recommendations to the Board on the Corporate Governance Guidelines, and the full Board will approve changes as it deems appropriate. A copy of the Corporate Governance Guidelines is available on our Investor Relations website at http://ir.constructionpartners.net/ under the heading “Governance - Governance Documents.”

Nomination and Consideration of Director Candidates

Procedures of the Board and Nominating and Corporate Governance Committee - General

The Nominating and Corporate Governance Committee of the Board is responsible for identifying and evaluating qualified candidates for election to the Board. Following its evaluation, the Nominating and Corporate Governance Committee recommends to the full Board a slate of director candidates for inclusion in the Company’s proxy statement. These recommendations are based on an evaluation that is consistent with the criteria for selecting directors described below and are also consistent with the Company’s organizational documents and applicable law and listing rules. The backgrounds and qualifications of the directors, considered as group, are intended to provide a significant mix of experience, knowledge and abilities to allow the Board to fulfill its responsibilities.

In evaluating the suitability of director candidates, the Board and the Nominating and Corporate Governance Committee consider many factors, including the nominee’s integrity and judgment; independence; knowledge and skills; experience and accomplishments; contribution to board diversity; contribution to board interaction; availability and willingness to commit to participate in Board and committee activities; compatibility with the Company’s management team and culture; understanding of the Company’s business; and other factors that the Nominating and Corporate Governance Committee concludes are pertinent in light of the then-current needs of the Board. The Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. The Nominating and Corporate Governance Committee selects qualified nominees and reviews its recommendations with the Board, which decides whether to nominate a particular candidate for election or invite such candidate to join the Board. When evaluating the suitability of an incumbent director for nomination or re-election, the Board and the Nominating and Corporate Governance Committee also consider the director’s past performance, including attendance at meetings and participation in and contributions to the activities of the Board. The Nominating and Corporate Governance Committee may consider individuals recommended by Board members, management, stockholders and, if it deems appropriate, a professional search firm.

The Board may also consider candidates to fill a vacancy in the Board outside of the stockholder meeting process. In such a case, the Nominating and Corporate Governance Committee uses the same criteria used to evaluate a director nominee to be elected by stockholders. In the event of a vacancy to be filled by the Board, the Nominating and Corporate Governance Committee will recommend to the Board one or more candidates for election by the Board, and proxies will not be solicited.

Recommendations of Director Candidates by Stockholders

The Board has a formal policy governing the manner in which the Nominating and Corporate Governance Committee will consider director candidates recommended by the Company’s stockholders. Candidates recommended by stockholders will be evaluated in the same manner as candidates recommended by directors or management according to the criteria set forth above.

Stockholders who wish to recommend candidates for the Nominating and Corporate Governance Committee’s consideration must submit a written recommendation to the Secretary of the Company at 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303. Recommendations must be sent by certified or registered mail and received by October 1 for consideration at the following year’s Annual Meeting of Stockholders. Recommendations must include the following:

•the recommending stockholder’s name, number of shares owned, length of period held, proof of ownership and written certification that such recommending stockholder intends to continue to remain a stockholder through the date of the Annual Meeting of Stockholders with respect to which the candidate is to be nominated;

•the candidate’s name, address, phone number, e-mail address and age;

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•a resume describing, at a minimum, the candidate’s educational background, occupation, employment history and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);

•a supporting statement that describes the stockholder’s and candidate’s reasons for nomination to the Board and demonstrates the candidate’s ability to satisfy the director qualifications described above;

•the candidate’s consent to a background investigation;

•a notarized affidavit executed by the candidate to the effect that, if nominated and elected, he or she will serve, is eligible for election as a member of the Board, and consents to being named in the proxy statement as a nominee, if he or she will in fact be so named;

•a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years between the nominating stockholder and the candidate;

•a description of any voting commitments and/or any other arrangements or obligations by which the candidate is or will be bound as a director;

•a completed questionnaire regarding the candidate, which may be obtained from the Secretary of the Company, relating to stock exchange listing requirements for director independence that are applicable to the Company; and

•any other information relating to the recommended stockholder and the candidate that would be required to be disclosed in a proxy statement on Schedule 14A for solicitation of proxies for election of directors under the Exchange Act and pursuant to Nasdaq rules and any other applicable laws, rules or regulations.

The Secretary will promptly forward these materials to the Chairperson of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may contact recommended candidates to request additional information necessary for its evaluation or for disclosure under applicable SEC rules, including, without limitation, information relating to such candidate that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. The Nominating and Corporate Governance Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis.

In considering a candidate, the Nominating and Corporate Governance Committee will consider the size and duration of a recommending stockholder’s ownership interest in the Company. In addition, any candidate proposed by a stockholder must be independent of the nominating stockholder in all respects (i.e., free of any material personal, professional, financial or business relationships from the nominating stockholder) as determined by the Nominating and Corporate Governance Committee or by applicable law and must also meet the definition of an “independent director” under applicable Nasdaq rules. The candidate must be expected to contribute in a positive manner to the function of the Board in light of the factors for consideration described above.

Except as may be required by applicable law, rule or regulation, the Nominating and Corporate Governance Committee will have no obligation to acknowledge receipt of the recommendation and accompanying materials described above or otherwise communicate with the stockholder submitting the same.

Stockholder Nominations of Director Candidates at Meetings of Stockholders

Separate procedures apply if a stockholder wishes to nominate a director candidate for election at a meeting of stockholders. These procedures, as well as the Company’s director qualifications, are specified in the Company’s amended and restated by-laws and are summarized below. Nothing in the above-described procedures for stockholders to recommend candidates to the Nominating and Corporate Governance Committee supersedes any requirements set forth in the amended and restated by-laws for the nomination of a director candidate by a stockholder of the Company.

Section 3.2 of the Company’s amended and restated by-laws provides procedures pursuant to which stockholders may nominate director candidates at meetings of stockholders. To provide timely notice of a director nomination at an Annual Meeting of Stockholders, the stockholder’s notice must be received by the Secretary of the Company at the principal executive offices of the Company, located at 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303: (i) with respect to an Annual Meeting of Stockholders, not earlier than the 120th day before, and not later than the 90th day before, the first anniversary of the date of the preceding year’s Annual Meeting of Stockholders, (ii) if the date of the applicable Annual Meeting of Stockholders is more than 30 days before or 60 days after the first anniversary of the prior year’s Annual Meeting of Stockholders, not earlier than the 120th day before the date of such Annual Meeting of Stockholders, and not later than the later of (x) the 90th day before the meeting or (y) the 10th day following the day on which public announcement of the date of the

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Annual Meeting of Stockholders is first made by the Company, and (iii) with respect to any special meeting of stockholders called for the purpose of electing directors, not earlier than the 120th day prior to such special meeting and not later than the later of (x) the 90th day before the meeting or (y) the 10th day following the day on which public announcement of the date of the special meeting is first made by the Company. However, if the number of directors to be elected at an Annual Meeting of Stockholders is greater than the number of directors whose terms expire on the date of the Annual Meeting of Stockholders and there is no public announcement by the Company naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the 90th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders a stockholder’s notice will also be considered timely if received not later than the 10th day following the date on which the public announcement was first made by the Company, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such Annual Meeting of Stockholders.

A nominating stockholder’s notice must also satisfy the information requirements specified in Section 3.2(d) of our amended and restated by-laws with respect to the nominee for director and the nominating stockholder. Additionally, in order to be eligible for nomination, a potential nominee must deliver to the Secretary of the Company (i) a completed questionnaire providing information concerning the background and qualifications of that person and (ii) a written representation and agreement in a form to be provided by the Secretary pertaining to, among other things, any voting commitments made by the potential nominee and compensation that the nominee expects to receive other than from the Company as a result of his or her service as a director. The Company may require any proposed nominee or stockholder who nominates the proposed nominee to furnish such other information as the Company may reasonably require to determine the eligibility of the proposed nominee to serve as a director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of the proposed nominee. The chairman of the meeting of stockholders will determine whether or not a nomination was made in accordance with the procedures set forth in our amended and restated by-laws. If the chairman determines that a nomination is defective, he will declare to the meeting that such nomination is defective, and the nomination will be disregarded.

Our amended and restated by-laws are available on the SEC’s website at http://www.sec.gov. You may also obtain a copy of the relevant provisions of our amended and restated by-laws regarding the requirements for nominating director candidates at no charge by contacting our Secretary at 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303. Additionally, a copy of our amended and restated by-laws is available on our website at www.constructionpartners.net under the “Investors - Governance” tab.

Executive Sessions

The Company’s Corporate Governance Guidelines require non-management directors to meet regularly in executive sessions without management present. These sessions may be chaired by the Executive Chairman of the Board or the chairperson on any committee of the Board, so long as such person is not a member of management.

Stockholder Communications with the Board

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond as the Board deems appropriate. Interested parties who wish to contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, should address such communications to:

Construction Partners, Inc.

c/o Secretary

290 Healthwest Drive, Suite 2

Dothan, Alabama 36303

Each communication should specify the applicable addressee(s) to be contacted, as well as the general topic of the communication. The Secretary of the Company will initially receive and process communications before forwarding them to the addressee.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs for our NEOs. For fiscal 2021, our NEOs include:


			Name						Principal Position
			Fred J. (Jule) Smith, III						President and Chief Executive Officer (1)
			Charles E. Owens						Vice Chairman / Former President and Chief Executive Officer (2)
			R. Alan Palmer						Executive Vice President and Chief Financial Officer
			John L. Harper						Senior Vice President
			Robert P. Flowers						Senior Vice President
			M. Brett Armstrong						Senior Vice President


(1)			Mr. Smith became President and Chief Executive Officer on April 1, 2021.
(2)			Mr. Owens transitioned from President and Chief Executive Officer to Vice Chairman of the Board effective April 1, 2021 and continues to serve as an employee of the Company.

Executive Summary

Our goal is to attract and retain talented executives who deliver value to our stockholders through the achievement of the Company’s specific business objectives, such as consistent, sustained growth in revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and return on capital employed (“ROCE”), among other objectives. We have designed our executive compensation program and overall pay-for-performance philosophy to align with that goal and our results. Our 2021 fiscal year was marked by the following developments, many of which correspond to our compensation program for the year:

•Chief Executive Officer Transition: On April 1, 2021, Fred J. (Jule) Smith, III was promoted from Chief Operating Officer to President and Chief Executive Officer of the Company. Charles E. Owens, who previously served in that office, has transitioned into the role of Vice Chairman of the Board and remains active in the Company. In connection with the leadership transition, the Company implemented a more equity-focused compensation structure for its management team in order to incentivize retention among key personnel and more closely align the interests of management with those of our stockholders.

•Changes in Compensation Structure: In 2021, we implemented a formulaic annual incentive program for our executives and a structured long-term incentive program consisting of time-based restricted stock and performance-based units. These incentive programs are designed to focus executives on the key drivers of Company performance in the current year and through future years. These programs are designed to reward performance and align executives’ interests with those of our stockholders.

•Acquisitive Growth: Fiscal 2021 was an active year for acquisitions at the Company, as we acquired eight complementary businesses while continuing to execute on our strategy of controlled, profitable growth. Management remained focused on our core business while taking advantage of these opportunities and successfully integrating the acquired businesses after completion of the respective transactions.

•Financial Performance / ROAD Map: The leadership transition described above brought with it an opportunity for management and the Board to focus on and formulate a strategic plan for the Company for the next five years. This plan, known internally as the “ROAD Map,” represents a dynamic framework with financial targets and other strategic goals that guide management’s decision-making process in the execution of the Company’s business and are incorporated into the Company’s incentive compensation program. The ROAD Map is reviewed and refined by management to incorporate circumstances existing at the time.

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•COVID-19 Response: Our employees at all levels continued to execute our strategy efficiently and effectively through the ongoing COVID-19 pandemic. In response to the pandemic, we implemented a number of safety measures, including increased focus on appropriate spacing during “toolbox” meetings and our execution of construction projects, enhanced cleaning and disinfection protocols and added flexibility in the times, locations and manner in which we conduct our work. As a result of these efforts by management and other members of our team, we did not incur significant disruptions from the COVID-19 pandemic during fiscal 2021.

Compensation Philosophy

The Compensation Committee is responsible for establishing and implementing the Company’s executive compensation philosophy. The Compensation Committee reviews and determines all components of our NEOs’ compensation, including making individual compensation decisions and reviewing and revising the Company’s compensation program and practices.

In order to attract, retain and engage the highest level of executive talent, the Compensation Committee has established the following compensation philosophy:

•Provide competitive compensation: The Company’s executive compensation programs are designed to attract, retain and motivate highly qualified executives critical to achieving the Company’s strategic objectives and building stockholder value.

•Promote a pay-for-performance culture: We expect executives to perform at a high level to ensure the Company’s success and reward executives appropriately when success is achieved. A significant portion of our NEOs’ compensation is derived through our annual and long-term incentive plans, which encourage achievement of both short-term and long-term Company objectives.

•Alignment between management and stockholders: In order to align our executives’ interests with those of our stockholders, we provide a significant portion of the NEOs’ total compensation in the form of equity. The equity awards are designed to focus executives on long-term value creation, as well as to encourage retention of our key executives.

Overview of Our Executive Compensation Program

Our executive compensation program comprises several elements that the Compensation Committee utilizes as it deems appropriate. In general, our program incorporates a combination of base salary, annual performance-based cash incentives, long-term equity incentives, benefits and perquisites. The following table summarizes certain primary components of our compensation program, several of which we used during fiscal 2021.

Component

Purpose

Key Features

Base Salary

To attract and retain executives with a competitive level of regular income.

Adjustments to base salary primarily reflect our knowledge of the competitive environment in which we operate, which includes smaller private companies and significantly larger multinational corporations, internal relationships among positions, and the executive’s individual performance and responsibilities.

Annual Cash Incentives and Bonuses

To encourage and reward contributions to our annual financial objectives through performance-based compensation subject to challenging, yet attainable, objective and transparent metrics.

Amounts are typically determined based on a combination of Company and individual performance measures for the immediately preceding fiscal year. Bonuses are paid at the discretion of the Compensation Committee as appropriate under the circumstances.

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Component

Purpose

Key Features

Long-Term Incentives

Restricted stock awards (“LTIP-A”): Grants of restricted stock with time-based vesting intended to retain and reward key employees and to increase alignment with stockholders.

During fiscal 2021, LTIP-A grants were awarded to select members of management. These awards vest ratably over four years to encourage retention.

Performance share units (“LTIP- B”): Grants of performance-based units that are intended to encourage and reward key employees for accomplishing certain Company financial objectives and to increase alignment with stockholders.

Key employees may earn 75% to 150% of the initial target grant based on the Company’s compound aggregate revenue growth rate and average ROCE compared to the Company’s targets over a three-year performance period. The final number of shares granted may be increased or decreased by up to 15% based on the Company’s total stockholder return relative to the Russell 2000 Index.

Other Equity Grants

“Mobilization awards”: One-time grants of restricted stock designed to retain, motivate and align key employees through the leadership transition and the implementation of the strategic plan.

During fiscal 2021, Mobilization awards were granted to select members of management. The awards vest 50% at the end of year 4 and 50% at the end of year 5.

It is not intended that the Mobilization awards will be granted annually or to a significant number of employees.

Components of Compensation

During fiscal 2021, the compensation of our NEOs consisted of base salary, annual cash incentive, LTIP-A restricted stock awards, Mobilization awards, benefits and perquisites, in each case, as described in further detail below.

Base Salary

The base salary element of our compensation program is designed to be competitive with compensation paid to similarly-situated, competent and skilled executives. The Compensation Committee uses the following factors to determine base salary levels and appropriate adjustments for our NEOs:

•knowledge of industry pay practices;

•changes in responsibilities;

•overall managerial effectiveness with respect to leadership planning, personnel development, communications, strategy execution and similar matters;

•level of expertise and potential for future contributions to the company, retention risks and equity within our overall salary program; and

•economic environment and its impact on the Company.

We review the base salaries of the NEOs annually and also at the time of any promotion or change in responsibilities. The following table sets forth the annual base salary of each of our NEOs as of September 30, 2021 and for fiscal year 2022:


Name	Position	2021 Salary	2022 Salary	Percent Change
Fred J. (Jule) Smith, III	President and Chief Executive Officer (1)	$550,000	$575,000	4.5%
Charles E. Owens	Former President and Chief Executive Officer (2)	$364,000	$364,000	—
R. Alan Palmer	Executive Vice President and Chief Financial Officer	$360,000	$378,000	5.0%
John L. Harper	Senior Vice President	$435,000	$457,000	5.1%
Robert P. Flowers	Senior Vice President	$420,000	$441,000	5.0%
M. Brett Armstrong	Senior Vice President	$380,000	$400,000	5.3%

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(1)			Mr. Smith’s base salary was increased to $550,000 upon his promotion to President and Chief Executive Officer on April 1, 2021.
(2)			Mr. Owens transitioned from President and Chief Executive Officer to Vice Chairman of the Board effective April 1, 2021. He continues to receive a salary as an employee of the Company and does not receive compensation for his role as a member of the Board.

Annual Cash Incentives and Bonuses

In April 2021, the Compensation Committee adopted a framework for determining annual cash incentive payments under which each member of the Company’s management team, including the NEOs, would have a target annual cash incentive opportunity calculated as a percentage of his or her base salary. For our NEOs, those percentages were as follows:


			Name (1)						Target Cash Incentive (% of Salary)
			Fred J. (Jule) Smith, III						100%
			R. Alan Palmer						75%
			John L. Harper						75%
			Robert P. Flowers						75%
			M. Brett Armstrong						75%

(1)

Mr. Owens was no longer serving as President and Chief Executive Officer at the time the framework was adopted and was not included in the participant pool.

Each participant’s annual cash incentive is determined based on the level of achievement of one or more Company financial objectives and the participant’s individual contributions to the Company’s success in his or her respective area of responsibility. Following a calculation of the participant’s baseline cash incentive award using the Company-level and individual metrics, the final amount of the payment to each participant remains subject to upward or downward adjustment by the Compensation Committee in its sole discretion. For fiscal year 2021, annual cash incentives were based on the following metrics and weightings:

Performance Metric

Weighting

Rationale

Adjusted EBITDA (consolidated)

50%

Focuses executives on the Company’s financial success

Individual goals

50%

Rewards individual impact of executive leadership

Discretionary component

—

Allows for increase or decrease based on unusual circumstances or other factors reasonably warranting an adjustment to the incentive calculation

The amount of the annual cash incentive earned with respect to the Adjusted EBITDA component was based on a comparison of the Company’s Adjusted EBITDA for fiscal 2021 to internal targets, as follows:


			Fiscal 2021 Adjusted EBITDA (as a % of Target)						Payout (as a % of Target)
			Less than 80%						0%
			80% or more but less than 90%						50%
			90% or more but less than 100%						75%
			100% or more but less than 110%						100%
			110% or more but less than 115%						115%
			115% or more						120%

For fiscal 2021, the target Adjusted EBITDA for purposes of the annual cash incentive was approximately $111.5 million and the actual Adjusted EBITDA achieved was approximately $90.6 million, resulting in a payout of 50% of the NEOs’ respective target amounts attributable to the Adjusted EBITDA metric.

The amount earned with respect to the individual goals component was based on the Compensation Committee’s evaluation of each NEO’s level of achievement of at least three specific objectives, the nature of which varied based on the respective NEO’s geographic or functional area of responsibility.

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In November 2021, the Compensation Committee determined the amount of the annual cash incentive earned by each NEO and approved a supplemental cash bonuses for each NEO. Because the annual cash incentive program and related metrics were implemented mid-year, the Compensation Committee exercised its discretion to award cash bonuses to reflect performance achieved in the first half of the fiscal year and to reward the efforts of the NEOs during the fiscal year related to the management transition and significant acquisitive growth of the Company.

The following table sets forth the amounts paid to each NEO in December 2021 for fiscal 2021 performance based on the elements described above:


	Adjusted EBITDA		Individual Goals		Discretionary Bonus ($)	Total Cash Payment ($)
Name	% of Target Earned	Incentive Payment Earned ($)	% of Target Earned	Incentive Payment Earned ($)
Fred J. (Jule) Smith, III	50%	$137,500	100%	$275,000	$82,500	$495,000
R. Alan Palmer	50%	$67,500	100%	$135,000	$157,500	$360,000
John L. Harper	50%	$81,562	100%	$163,125	$120,563	$300,000
Robert P. Flowers	50%	$78,750	100%	$157,500	$110,250	$283,500
M. Brett Armstrong	50%	$71,250	100%	$142,500	$42,750	$256,500

Long-Term Incentive Compensation

The Company maintains the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”), pursuant to which employees, directors and consultants of the Company and our affiliates, including our NEOs, are eligible to receive stock-based awards and performance awards that are intended to retain our executives to provide continuity in the Company’s leadership as well as focus executives on achieving the Company’s strategic objectives. Awards to our NEOs under the Equity Incentive Plan during fiscal 2021 consisted of LTIP-A awards, Mobilization awards and a stock award to Mr. Smith in lieu of a portion of his cash bonus, each described in further detail below. In addition, during fiscal 2021, the Compensation Committee created an LTIP-B award that was awarded to certain NEOs subsequent to fiscal year-end. The material terms of the LTIP-B award are described below.

LTIP-A Awards

In fiscal 2021, the Compensation Committee awarded restricted shares of Class A common stock that vest in equal installments over four years beginning on September 30, 2021 to certain members of management. These awards, known as “LTIP-A” (for Long-Term Incentive Plan – A), were granted to certain NEOs in the following amounts during fiscal 2021:


Name (1)	LTIP-A Award (% of salary)	Number of Shares
Fred J. (Jule) Smith, III	40%	7,333
John L. Harper	30%	4,350
Robert P. Flowers	30%	4,200
M. Brett Armstrong	30%	3,800

(1)

Mr. Owens and Mr. Palmer did not receive an LTIP-A award during fiscal 2021.

LTIP-B Awards

During fiscal 2021, the Compensation Committee established a performance stock unit (“PSU”) award, known as an “LTIP-B” (for Long-Term Incentive Plan – B) award, which was granted to certain NEOs subsequent to fiscal year-end. The LTIP-B awards represent performance stock units having a notional value equivalent to one share of the Company’s Class A common stock for purposes of determining the number of shares subject to the award. Each LTIP-B award provides for a target number of PSUs that the grantee may earn, with the preliminary number of vested PSUs to be determined based on the Company’s actual performance compared to its targets over a three-year performance period for the following metrics:

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Performance Metric

Weighting

Rationale

Compound aggregate revenue growth rate

50%

Focuses on top-line growth of the Company

Average annual return on capital employed (“ROCE”)

50%

Focuses on efficiently using capital to generate profits

Fifty percent (50%) of the target PSUs (the “Revenue Target PSUs”) will be eligible to vest based on the achievement of compound aggregate revenue growth rate as it compares to the revenue growth target, as set forth in the following table. The number of vested PSUs will be interpolated for performance between each performance level (based on whole percentages), and there will be no vested PSUs if the performance level is less than 89% of the revenue growth target over the performance period.

Performance Level

Revenue Growth Rate vs. Revenue Growth Target

Payout % (Vested PSUs)

Below Threshold

< 89%

0% of Revenue Target PSUs

Threshold

89%

75% of Revenue Target PSUs

Target

100%

100% of Revenue Target PSUs

Maximum

> 112%

150% of Revenue Target PSUs

Similarly, fifty percent (50%) of the target PSUs (the “ROCE Target PSUs”) will be eligible to vest based on the achievement of ROCE as it compares to the ROCE target, as set forth in the following table. The number of vested PSUs will be interpolated for performance between each performance level (based on whole percentages), and there will be no vested PSUs if the performance level is less than 92% of the ROCE target over the performance period.

Performance Level

ROCE vs. ROCE Target

Payout % (Vested PSUs)

Below Threshold

< 92%

0% of ROCE Target PSUs

Threshold

92%

75% of ROCE Target PSUs

Target

100%

100% of ROCE Target PSUs

Maximum

> 108%

150% of ROCE Target PSUs

Following a determination of the preliminary vested PSUs, the final number of PSUs that are eligible to vest will be either increased or decreased by up to 15% based on a comparison of the total stockholder return (“TSR”) over the performance period compared to that of the Russell 2000 over the same period (provided that the Company’s TSR must be positive in order for any upward adjustment to be made). Specifically, the award is subject to modification based on the following schedule:


			Company TSR vs. Russell 2000						Award Modification
			75th Percentile or Above						15%
			↕						Straight-line interpolation
			Median						0%
			↕						Straight-line interpolation
			25th Percentile or Below						-15%

Mobilization Awards

In fiscal 2021, certain NEOs were also granted a one-time award of restricted stock designed to retain, motivate and align our NEOs through the leadership transition and the implementation of our strategic plan. These awards, known as “Mobilization awards,” vest in one-half increments on September 30, 2024 and 2025. It is not intended that the Mobilization awards will be granted annually or to a significant number of employees. The NEOs received the following grants of restricted shares of Class A common stock during fiscal 2021:

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			Name (1)

SEC Form DEF 14A filed by Construction Partners, Inc.