Construction Partners, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


							Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for Current PEO(1)	Summary Compensation Table Total for Former PEO(1)	Compensation Actually Paid to Current PEO(1)(2)	Compensation Actually Paid to Former PEO(1)(2)	Average Summary Compensation Table Total for Non-PEO NEOs(1)(2)	Average Compensation Actually Paid to Non-PEO NEOs(1)(2)	Company TSR(3)	Peer Group TSR(3)	Net Income ($000)	Revenue ($000)
(a)	(b)	(b)	(c)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	2,446,392	N/A	4,047,952	N/A	1,081,281	1,679,339	$302.15	$226.32	49,001	1,563,548
2022	2,362,627	N/A	1,367,724	N/A	1,096,401	718,359	$216.78	$175.64	21,376	1,301,674
2021	3,939,343	492,913	4,996,295	492,913	1,889,210	2,185,221	$275.79	$162.83	20,177	910,739

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote

Fred J. Smith, III served as our principal executive officer (“PEO”) for each of fiscal 2023 and 2022 and a partial year in fiscal 2021. Charles E. Owens, our Vice Chairman, served as our PEO for a partial year in fiscal 2021. For fiscal 2023, our non-PEO NEOs were Messrs. Palmer, Hoffman, Harper, Flowers and Armstrong. For fiscal 2022 and 2021, our non-PEO NEOs were Messrs. Palmer, Harper, Flowers and Armstrong.

Peer Group Issuers, Footnote

For each of fiscal 2023, 2022 and 2021, TSR for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on September 30, 2020. The yearly percentage change in cumulative TSR was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from September 30, 2020 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. The peer group (the “Peer Group”) TSR set forth in this table utilizes the Dow Jones U.S. Heavy Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K and included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

PEO Total Compensation Amount

$ 2,446,392

$ 2,362,627

$ 3,939,343

PEO Actually Paid Compensation Amount

$ 4,047,952

1,367,724

4,996,295

Adjustment To PEO Compensation, Footnote

For each of fiscal 2023, 2022 and 2021, the values included in this column for the compensation actually paid to our Current PEO and the average compensation actually paid to our non-PEO NEOs reflected the following adjustments to the values included in column (b) and column (d), respectively, in the table above. For the former PEO, compensation actually paid in fiscal 2021 was equal to the Summary Compensation Table (“SCT”) total.


Current PEO	2023	2022	2021
SCT Total for Current PEO (b)	2,446,392	2,362,627	3,939,343
- SCT “Stock Awards” column value	-793,024	-1,179,480	-2,844,325
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	878,160	946,084	3,770,802
[+/-] year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	1,294,324	-775,879	—
[+/-] change in fair value of equity awards granted in the covered year that vested in the covered year	77,525	50,270	130,476
[+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year	144,574	-35,898	—
Compensation Actually Paid to Current PEO (c)	4,047,952	1,367,724	4,996,295

Non-PEO NEO Average Total Compensation Amount

$ 1,081,281

1,096,401

1,889,210

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,679,339

718,359

2,185,221

Adjustment to Non-PEO NEO Compensation Footnote


Average for Non-PEO NEOs (d)	2023	2022	2021
SCT Total for Non-PEO NEOs (d)	1,081,281	1,096,401	1,889,210
- SCT “Stock Awards” column value	-303,469	-453,645	-1,141,819
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	332,716	362,249	1,412,072
[+/-] year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	480,729	-296,622	—
[+/-] change in fair value of equity awards granted in the covered year that vested in the covered year	32,902	21,279	25,757
[+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year	55,180	-11,304	—
Compensation Actually Paid to Non-PEO NEOs (e)	1,679,339	718,359	2,185,221

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR

Compensation Actually Paid vs. Net Income

Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income

Compensation Actually Paid vs. Company Selected Measure

Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Revenue

Total Shareholder Return Vs Peer Group

Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR

Tabular List, Table

Revenue

Revenue growth

Adjusted EBITDA(1)

Adjusted EBITDA margin(1)

Total Shareholder Return Amount

$ 302.15

216.78

275.79

Peer Group Total Shareholder Return Amount

226.32

175.64

162.83

Net Income (Loss)

$ 49,001

$ 21,376

$ 20,177

Company Selected Measure Amount

1,563,548

1,301,674

910,739

Additional 402(v) Disclosure

Adjusted EBITDA and Adjusted EBITDA margin are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”). Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) equity-based compensation expense, (v) loss on the extinguishment of debt, and (vi) certain management fees and expenses (for periods commencing prior to September 30, 2023). Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenues for the applicable period. These metrics are supplemental measures of the Company’s operating performance that are neither required by, nor presented in accordance with, GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of the Company’s operating performance. The Company presents Adjusted EBITDA and Adjusted EBITDA margin because management uses these measures as key performance indicators, and the Company believes that securities analysts, investors and others use these measures to evaluate companies in the Company’s industry. The Company’s calculation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets. For further discussion, including a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the calculation of Adjusted EBITDA margin, see Item 7 of our 2023 Form 10-K.

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

Measure:: 2

Pay vs Performance Disclosure

Name

Revenue growth

Measure:: 3

Pay vs Performance Disclosure

Name

Adjusted EBITDA(1)