On this page of StockholderLetter.com we present the latest annual shareholder letter from Construction Partners, Inc. — ticker symbol ROAD. Reading current and past ROAD letters to shareholders can bring important insights into the investment thesis.
Notice and Proxy Statement and Fiscal Year 2024 Annual Report
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MARCH 20, 2025 NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the Annual Meeting ) of Construction Partners, Inc. (the Company ) will be held on Thursday, March 20, 2025, at 11:30 a.m., Central Time, at the DoubleTree by Hilton, located at 2740 Ross Clark Circle, Dothan, Alabama 36301. 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 2028 Annual Meeting of Stockholders; 2. to ratify the appointment of RSM US LLP as the Company s independent registered public accountant for the fiscal year ending September 30, 2025; 3. to approve, on an advisory, non-binding basis, the Company s executive compensation; and 4. 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 20, 2025 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. The accompanying proxy statement provides you with detailed information about the proposals to be voted on at the Annual Meeting. With the accompanying proxy statement, we are also including a copy of our 2024 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 24, 2025
TABLE OF CONTENTS Important Information about the Annual Meeting and Voting Page 2 Security Ownership of Certain Beneficial Owners and Management 7 Management and Corporate Governance Our Board of Directors Information about the Nominees and Other Directors Board Skills, Experience and Diversity Information about Executive Officers Who Are Not Also Directors Certain Director and Executive Officer Relationships Director Independence and Controlled Company Exemption Board Leadership Structure Meetings of the Board Committees of the Board Role of the Board in Risk Oversight Code of Business Conduct and Ethics Corporate Governance Guidelines Nomination and Consideration of Director Candidates Executive Sessions Stockholder Communications with the Board 11 11 11 13 14 14 15 15 16 16 19 19 19 19 22 22 Executive Officer and Director Compensation Compensation Discussion and Analysis Summary Compensation Table Grants of Plan-Based Awards Outstanding Equity Awards at Fiscal Year-End Option Exercises and Stock Vested Securities Authorized for Issuance Under Equity Compensation Plans Potential Payments upon Termination or a Change in Control Director Compensation Compensation Policies and Practices Related to Risk Management Chief Executive Officer Pay Ratio Pay Versus Performance Disclosure Compensation Committee Interlocks and Insider Participation Compensation Committee Report 23 23 34 36 38 39 39 39 41 42 43 44 47 49 Certain Relationships and Related Party Transactions Review and Approval of Related Party Transactions Transactions with Related Parties 50 50 50 Report of the Audit Committee 53 Proposal 1: Election of Class I Directors General Vote Required; Board Recommendation 54 54 54 Proposal 2: Ratification of Appointment of Independent Registered Public Accountant 55
General Audit Committee Pre-Approval Policy Fees Paid to RSM Vote Required; Board Recommendation 55 55 55 56 Proposal 3: Advisory Vote on Executive Compensation General Vote Required; Board Recommendation 57 57 57 Other Matters 58 Deadline for Stockholder Proposals 58 Annual Report on Form 10-K 58
CONSTRUCTION PARTNERS, INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, MARCH 20, 2025 This proxy statement (the Proxy Statement ), along with the accompanying Notice of Annual Meeting of Stockholders (the Notice ), is furnished on behalf of Construction Partners, Inc. (the Company ) by its board of directors (the Board ) and management in connection with the solicitation of your proxy to be voted at the 2025 Annual Meeting of Stockholders of the Company (the Annual Meeting ) to be held at 11:30 a.m., Central Time, on Thursday, March 20, 2025, at the DoubleTree by Hilton, located at 2740 Ross Clark Circle, Dothan, Alabama 36301, and at any adjournments, postponements or recesses thereof. In this Proxy Statement, unless the context suggests or requires otherwise, references to the Company, we, us and our mean Construction Partners, Inc., a Delaware corporation, and, as appropriate, its subsidiaries. References to SunTx mean SunTx Capital Partners, a private equity firm based in Dallas, Texas. SunTx, its principals and their respective affiliates and family members (collectively, the SunTx Group ), own a controlling interest in our common stock. We began mailing this Proxy Statement and the accompanying Notice on or about January 24, 2025 to all stockholders of the Company entitled to vote at the Annual Meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 20, 2025 This Proxy Statement is available for viewing, downloading and printing at www.proxyvote.com. Additionally, you can find a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the 2024 Annual Report ), which includes our annual financial statements, on the website of the Securities and Exchange Commission (the SEC ) at www.sec.gov, or by following the Investors - SEC Filings link on our website at www.constructionpartners.net. The information contained on, or accessible from, our website is not part of this Proxy Statement or otherwise. You may also obtain a printed copy of our 2024 Annual Report, including our financial statements, free of charge by sending a written request to the principal executive office of the Company at the following address: Construction Partners, Inc., 290 Healthwest Drive, Suite 2, Dothan, Alabama 36303, Attention: Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.
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ROAD Shareholder/Stockholder Letter Transcript:

Notice and Proxy Statement
and
Fiscal Year 2024 Annual Report

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MARCH 20, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the    Annual Meeting   ) of
Construction Partners, Inc. (the    Company   ) will be held on Thursday, March 20, 2025, at 11:30 a.m., Central Time, at the
DoubleTree by Hilton, located at 2740 Ross Clark Circle, Dothan, Alabama 36301. 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 2028 Annual Meeting of Stockholders;
2.
to ratify the appointment of RSM US LLP as the Company   s independent registered public accountant for the
fiscal year ending September 30, 2025;
3.
to approve, on an advisory, non-binding basis, the Company   s executive compensation; and
4.
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 20, 2025 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.
The accompanying proxy statement provides you with detailed information about the proposals to be voted on at the
Annual Meeting. With the accompanying proxy statement, we are also including a copy of our 2024 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 24, 2025

TABLE OF CONTENTS
Important Information about the Annual Meeting and Voting
Page
2
Security Ownership of Certain Beneficial Owners and Management
7
Management and Corporate Governance
Our Board of Directors
Information about the Nominees and Other Directors
Board Skills, Experience and Diversity
Information about Executive Officers Who Are Not Also Directors
Certain Director and Executive Officer Relationships
Director Independence and Controlled Company Exemption
Board Leadership Structure
Meetings of the Board
Committees of the Board
Role of the Board in Risk Oversight
Code of Business Conduct and Ethics
Corporate Governance Guidelines
Nomination and Consideration of Director Candidates
Executive Sessions
Stockholder Communications with the Board
11
11
11
13
14
14
15
15
16
16
19
19
19
19
22
22
Executive Officer and Director Compensation
Compensation Discussion and Analysis
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Securities Authorized for Issuance Under Equity Compensation Plans
Potential Payments upon Termination or a Change in Control
Director Compensation
Compensation Policies and Practices Related to Risk Management
Chief Executive Officer Pay Ratio
Pay Versus Performance Disclosure
Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
23
23
34
36
38
39
39
39
41
42
43
44
47
49
Certain Relationships and Related Party Transactions
Review and Approval of Related Party Transactions
Transactions with Related Parties
50
50
50
Report of the Audit Committee
53
Proposal 1: Election of Class I Directors
General
Vote Required; Board Recommendation
54
54
54
Proposal 2: Ratification of Appointment of Independent Registered Public Accountant
55

General
Audit Committee Pre-Approval Policy
Fees Paid to RSM
Vote Required; Board Recommendation
55
55
55
56
Proposal 3: Advisory Vote on Executive Compensation
General
Vote Required; Board Recommendation
57
57
57
Other Matters
58
Deadline for Stockholder Proposals
58
Annual Report on Form 10-K
58

CONSTRUCTION PARTNERS, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MARCH 20, 2025
This proxy statement (the    Proxy Statement   ), along with the accompanying Notice of Annual Meeting of
Stockholders (the    Notice   ), is furnished on behalf of Construction Partners, Inc. (the    Company   ) by its board of directors (the
   Board   ) and management in connection with the solicitation of your proxy to be voted at the 2025 Annual Meeting of
Stockholders of the Company (the    Annual Meeting   ) to be held at 11:30 a.m., Central Time, on Thursday, March 20, 2025, at
the DoubleTree by Hilton, located at 2740 Ross Clark Circle, Dothan, Alabama 36301, and at any adjournments,
postponements or recesses thereof.
In this Proxy Statement, unless the context suggests or requires otherwise, references to    the Company,       we,       us   
and    our    mean Construction Partners, Inc., a Delaware corporation, and, as appropriate, its subsidiaries. References to
   SunTx    mean SunTx Capital Partners, a private equity firm based in Dallas, Texas. SunTx, its principals and their respective
affiliates and family members (collectively, the    SunTx Group   ), own a controlling interest in our common stock.
We began mailing this Proxy Statement and the accompanying Notice on or about January 24, 2025 to all stockholders
of the Company entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 20, 2025
This Proxy Statement is available for viewing, downloading and printing at www.proxyvote.com. Additionally, you
can find a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the    2024 Annual Report   ),
which includes our annual financial statements, on the website of the Securities and Exchange Commission (the    SEC   ) at
www.sec.gov, or by following the    Investors - SEC Filings    link on our website at www.constructionpartners.net. The
information contained on, or accessible from, our website is not part of this Proxy Statement or otherwise. You may also obtain
a printed copy of our 2024 Annual Report, including our financial statements, free of charge by sending a written request to the
principal executive office of the Company at the following address: Construction Partners, Inc., 290 Healthwest Drive, Suite 2,
Dothan, Alabama 36303, Attention: Secretary. Exhibits will be provided upon written request and payment of an appropriate
processing fee.



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