DEF 14A of Construction Partners, Inc.
Filed Jan 27, 2026 · FY20250001628280-26-003572
Our Board of Directors
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 2028 Annual Meeting of Stockholders; •Class II, consisting of Craig Jennings and Mark R. Matteson, whose terms will expire at the Annual Meeting; and •Class III, consisting of Michael H. McKay, Stefan L. Shaffer and Noreen E. Skelly, whose terms will expire at the 2027 Annual Meeting of Stockholders.
Information about the Nominees and Other Directors
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, positions and offices held with 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.”
Information about the Nominees and Other Directors
| Name | | Age | Position | | Ned N. Fleming, III (2) (3) | | 65 | Executive Chairman of the Board | | Craig Jennings (3) | | 67 | Director | | Mark R. Matteson (2) (3) | | 62 | Director | | Michael H. McKay (1) | | 64 | Director | | Charles E. Owens (3) | | 75 | Vice Chairman of the Board | | Stefan L. Shaffer (1) (2) | | 68 | Director | | Noreen E. Skelly (1) | | 61 | Director | | Fred J. (Jule) Smith, III | | 56 | 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 Continuing Directors - Terms Expire in 2028
Class I Continuing Directors - Terms Expire in 2028 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 Executive Chairman of Concrete Partners Holdings, LLC and as chairman of the board of directors of Patrons Holdings, Inc., Blackberry Patch, Inc., Anchor Partners, LLC, Cone Machinery Holdings, LLC and RB Fire United, LLC. Mr. Fleming previously served as a member of the board of directors of Big Outdoor Holdings, LLC, 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 materials 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. 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. From 2005 until October 2020, Mr. Smith also served in various management roles for FSC II, LLC d/b/a Fred Smith Company, our North Carolina subsidiary (“Fred Smith Company”), including as its President from 2009 to 2020. Before joining Fred Smith Company, 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 Director Nominees - Terms Expire at the Annual Meeting
Class II Director Nominees - Terms Expire at the Annual Meeting Craig Jennings has served as a member of our 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 Concrete Partners Holdings, LLC and 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 2027
Class III Continuing Directors - Terms Expire in 2027 Michael H. McKay has served as a member of our 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 Hubbardton Forge, LLC and served on the board of directors of Big Outdoor Holdings, LLC until 2023. 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. Until 2022, Mr. McKay was 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 our 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 engaged in private law practice at 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. Noreen E. Skelly has served as a member of our Board since 2019. Ms. Skelly currently serves as the Chief Financial Officer for Blue Sky Bank, a commercial bank headquartered in Pawhuska, Oklahoma, with locations throughout Oklahoma and Texas. She previously served as Chief Financial Officer of Broadway National Bank, a commercial bank headquartered in San Antonio, Texas, from August 2021 to August 2022 and as Executive Vice President and Chief Financial Officer of Veritex Holdings, Inc., the publicly traded 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.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Executive Summary
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 and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), 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 executive compensation program for the 2025 fiscal year reflected the following developments and circumstances: •Incentive-Based Compensation Structure: In fiscal 2025, our incentive-based compensation program consisted of a formulaic annual incentive program for our executives and a structured long-term incentive program consisting of varying combinations of time-based restricted stock and restricted stock units (“RSUs”), as well as performance-based restricted stock units (“PSUs”). These incentive programs are designed to focus executives on the key drivers of Company performance in the current year and through future years, reward performance and align executives’ interests with those of our stockholders. •Acquisitive Growth: Fiscal 2025 was a transformative year for the Company, driven primarily by several key acquisitions. During fiscal 2025, we completed five acquisitions across four states, adding to or expanding our operations in Alabama and Tennessee and establishing our presence in Texas and Oklahoma. As a result of these acquisitions, we added 27 asphalt plants, four aggregates facilities, a liquid asphalt terminal, a rail-served aggregates terminal, a diverse fleet of equipment and vehicles and skilled construction professionals, representing approximately $1.5 billion in aggregate transaction value. Management remained focused on our core business while taking advantage of these growth opportunities and successfully integrating the acquired businesses after completion of the respective transactions. After fiscal year-end, the Company completed additional acquisitions in Texas and Florida. •Financial Performance / ROAD Map: During fiscal 2025, the Company achieved or surpassed all of the financial targets and other strategic goals set forth in “ROAD Map 2027,” originally released as a five-year plan in October 2023. As a result of this achievement, subsequent to the 2025 fiscal year-end, the Company released “ROAD 2030,” a new five-year framework outlining our plan to more than double our revenue to $6 billion and reach 17% Adjusted EBITDA margin by the end of fiscal 2030. •Credit Facility Developments: In November 2024, we entered into a Term Loan Credit Agreement with Bank of America, N.A. and certain other lenders, providing for an $850.0 million senior secured first-lien term loan facility, the full amount of which was drawn on November 1, 2024. Proceeds from this term loan were used to, among other things, fund the cash portion of the consideration for our acquisition of Asphalt Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving” and such transaction, the “Lone Star Acquisition”) and repay our outstanding borrowings under our revolving credit facility. In June 2025, we amended our Third Amended and Restated Credit Agreement with PNC Bank, National Association and certain other lenders to, among other things, (i) increase the existing revolving credit facility thereunder from $400.0 million to $500.0 million, (ii) increase the existing term loan thereunder from $400.0 million to $600.0 million, and (iii) extend the maturity date for all outstanding borrowings thereunder to June 28, 2030. These developments provided access to critical capital to fund our growth initiatives, including the acquisitions completed during fiscal 2025, as described above. •Sustainability: We continue to focus on our goal of becoming a leader in sustainability within the asphalt pavement and aggregate industries. During fiscal 2025, we continued our support of The Road Forward, an initiative led by the National Asphalt Pavement Association, to promote climate stewardship within the asphalt industry, and collaborated with federal and state agencies and other stakeholders on issues ranging from energy efficiency to sustainable asphalt mix designs. We also continued to lead within our industry as a developer and user of Environmental Product Declarations, providing stakeholders with critical information for assessing the sustainability of our products and materials. Members of our management served on several key industry association committees and governmental working groups in 2025 to continue to improve the environmental impact and performance of our products and services.
Compensation Philosophy
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 programs 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 from 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 our NEOs’ total compensation in the form of equity. Executive 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
| Component | Purpose | Key Features | | 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. | Annual cash incentives are typically determined based on a combination of Company and individual performance measures for the immediately preceding fiscal year. Bonuses may also be paid at the discretion of the Compensation Committee as appropriate under the circumstances. | | Long-Term Incentives | Long-Term Incentive Plan - A (“LTIP-A”) awards: Grants of restricted stock or RSUs with time-based vesting intended to retain and reward key employees and to increase alignment with stockholders. | During fiscal 2025, LTIP-A grants of restricted stock and cash-settled RSUs were awarded to select members of management in varying combinations. These awards vest ratably over four years to encourage retention. We expect to continue awarding a combination of restricted stock and cash-settled RSUs going forward. | | | Long-Term Incentive Plan - B (“LTIP-B”) awards: Grants of PSUs 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 performance on specified metrics compared to the Company’s targets over a three-year performance period. During fiscal 2025, management received LTIP-B awards covering the fiscal 2025-2027 performance period, with the amount to be earned based on the Company’s compound aggregate revenue growth rate and average Adjusted EBITDA margin over the performance period. The final number of PSUs that will vest may be increased or decreased by up to 15% based on the Company’s total stockholder return relative to the Russell 2000 Index. LTIP-B awards may be settled in shares of common stock or cash, at the discretion of the Compensation Committee. | | Discretionary Equity Grants | Grants of equity-based awards designed to retain, motivate and align key employees. | The Compensation Committee has from time to time granted discretionary equity awards, such as “mobilization awards” (restricted stock with time-based vesting criteria) and stock bonus awards, to select members of management, including the NEOs. Mobilization awards were previously granted to our NEOs in March 2021 and vested 50% on September 30, 2024 and 50% on September 30, 2025. During fiscal 2025, the Compensation Committee also awarded to management bonuses consisting of restricted shares of Class A and Class B common stock (i) in respect of the Lone Star Acquisition, subject to acquisition-related and market-based vesting criteria and (ii) that vested upon grant. |
Components of Compensation
Annual Cash Incentives Each member of our management team, including each of our NEOs, has a target annual cash incentive opportunity calculated as a percentage of his or her base salary. For our NEOs, those percentages were as follows in fiscal 2025:
Components of Compensation
| Name | Target Cash Incentive (% of Salary) | | Fred J. (Jule) Smith, III | 100% | | Gregory A. Hoffman | 75% | | Robert G. Baugnon | 50% | | J. Ryan Brooks | 50% | | N. Nelson Fleming, IV | 50% | | John L. Harper | 75% | | M. Brett Armstrong | 75% |
Components of Compensation
Each participant’s annual cash incentive is determined based on (i) the level of achievement of one or more Company financial objectives and (ii) one or more secondary metrics based either on individual performance or Company performance. Following a calculation of the participant’s baseline cash incentive award using the foregoing metrics, the final amount of the payment to each participant remains subject to adjustment by the Compensation Committee in its sole discretion. For fiscal year 2025, annual cash incentives were based on the following metrics and weightings:
Components of Compensation
| Fiscal 2025 Adjusted EBITDA | Payout | | (as a % of Target) | (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% |
Components of Compensation
For fiscal 2025, the target Adjusted EBITDA for purposes of the annual cash incentive was $420.0 million and the actual Adjusted EBITDA achieved was approximately $423.7 million, resulting in a payout of 100% of the NEOs’ respective target amounts attributable to the Adjusted EBITDA metric. The amount of the annual cash incentive earned by each NEO with respect to the individual or additional Company performance component was based on the Compensation Committee’s evaluation of the level of achievement by the NEO or Company, as applicable, of one or more specific objectives, the nature of which varied based on the respective NEO’s geographic or functional area of responsibility. For fiscal 2025, the individual or additional Company performance component was based on the following: (a) for Messrs. Smith and Hoffman, revenue and Adjusted EBITDA growth, overhead costs compared to budget and working capital levels, (b) for Mr. Baugnon, overhead costs at or below budget, rollout of a consolidated benefits program, development of succession planning and management training initiatives and certain milestones related to the Company’s implementation of an enterprise resource planning system, (c) for Mr. Brooks, timely closing of acquisitions, implementation of our Employee Stock Purchase Plan at certain subsidiaries, and transition of our primary casualty insurance carrier and third-party administrator relationships, (d) for Mr. Fleming, revenue growth, establishment of greenfield sites and other strategic initiatives, (e) for Mr. Harper, establishment of greenfield sites and other strategic initiatives and (f) for Mr. Armstrong, working capital levels, gain/fade results on construction projects and achievement of plant and fleet performance compared to budget. In November 2025, the Compensation Committee determined the amount of the annual cash incentive earned by each eligible NEO. The following table sets forth the amounts paid to each NEO subsequent to fiscal year-end for fiscal 2025 performance based on the elements described above:
Components of Compensation
Long-Term Equity Incentive Compensation The Company maintains the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”) and the Construction Partners, Inc. 2024 Restricted Stock Plan (the “Restricted Stock Plan”), pursuant to which employees, directors and consultants of the Company, 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 and the Restricted Stock Plan during fiscal 2025 consisted of LTIP-A and LTIP-B awards, transaction bonus awards and immediately vested stock bonus awards, as described in further detail below. LTIP-A Awards During fiscal 2025, the Compensation Committee granted LTIP-A awards to our NEOs consisting of restricted stock and cash-settled RSUs that vest in equal annual installments at each of the following four fiscal year-ends, with the first vesting date occurring on September 30, 2025. These awards were granted to the NEOs in the following amounts during fiscal 2025:
Components of Compensation
| Name | LTIP-A Award (% of salary) | Shares of Restricted Stock | Cash-Settled RSUs | | Fred J. (Jule) Smith, III | 45% | 5,252 | — | | Gregory A. Hoffman | 40% | 2,668 | — | | Robert G. Baugnon | 40% | 2,000 | — | | J. Ryan Brooks | 40% | 1,000 | 1,000 | | N. Nelson Fleming, IV | 40% | 1,000 | 1,000 | | John L. Harper | 30% | 2,060 | — | | M. Brett Armstrong | 30% | 1,050 | 1,050 |
Components of Compensation
LTIP-B Awards During fiscal 2025, the Compensation Committee granted LTIP-B awards to each of our NEOs. The LTIP-B awards represent PSUs having a notional value equivalent to one share of our Class A common stock for purposes of determining the number of shares underlying the award. Each LTIP-B award provides for a target number of PSUs that are eligible to vest, with the preliminary number of vested PSUs to be determined based on the Company’s actual performance compared to its targets over the three-year performance period beginning October 1, 2024 and ending September 30, 2027. For LTIP-B awards granted in fiscal 2025, the following performance metrics were used:
Components of Compensation
Fifty percent (50%) of the target PSUs (the “Revenue Target PSUs”) will be eligible to vest based on the Company’s achievement of compound aggregate revenue growth rate as it compares to the revenue growth rate target, as set forth in the table below. The number of vested Revenue Target PSUs will be interpolated for performance between each performance level (based on whole percentages), and no Revenue Target PSUs will vest if the actual performance level is less than 89% of the revenue growth target over the performance period.
Components of Compensation
| Performance Level | Revenue Growth Rate vs. 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 |
Components of Compensation
Similarly, fifty percent (50%) of the target PSUs (the “EBITDA Target PSUs”) will be eligible to vest based on the Company’s achievement of average Adjusted EBITDA margin as it compares to the average Adjusted EBITDA margin target, as set forth in the table below. The number of vested EBITDA Target PSUs will be interpolated for performance between each performance level (based on whole percentages), and no EBITDA Target PSUs will vest if the actual performance level is less than 88% of the average Adjusted EBITDA margin target over the performance period.
Components of Compensation
| Performance Level | Average Adjusted EBITDA Margin vs. Target | Payout % (Vested PSUs) | | Below Threshold | < 88% | 0% of EBITDA Target PSUs | | Threshold | 88% | 75% of EBITDA Target PSUs | | Target | 100% | 100% of EBITDA Target PSUs | | Maximum | > 104% | 150% of EBITDA Target PSUs |
Components of Compensation
Following a determination of the preliminary vested PSUs based on the criteria set forth above, 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 Company’s 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 number of vested PSUs is subject to modification based on the following schedule:
Components of Compensation
Vested PSUs will be converted into shares of Class A common stock or, in the Compensation Committee’s sole discretion, settled (with respect to all or a portion of the vested PSUs) by paying the award recipient the cash-equivalent value of the underlying shares of Class A common stock. During fiscal 2025, the Compensation Committee granted LTIP-B awards to our NEOs in the following amounts:
Components of Compensation
| | Performance Period Ending September 30, 2027 | | | Name | LTIP-B Award (% of salary) | Target Number of PSUs | | Fred J. (Jule) Smith, III | 120% | 14,000 | | Gregory A. Hoffman | 80% | 5,333 | | Robert G. Baugnon | 80% | 4,000 | | J. Ryan Brooks | 80% | 4,000 | | N. Nelson Fleming, IV | 80% | 4,000 | | John L. Harper | 50% | 3,433 | | M. Brett Armstrong | 60% | 4,200 |
Components of Compensation
2023 LTIP-B Awards that Vested in 2025 The Compensation Committee granted LTIP-B awards in fiscal 2023 under the Equity Incentive Plan consisting of PSUs having a notional value equivalent to one share of our Class A common stock for purposes of determining the number of shares underlying the award, the vesting of which was based on the Company’s achievement of the compound aggregate revenue growth rate and average Adjusted EBITDA margin targets over the three-year performance period comprising the fiscal years ended September 30, 2023, 2024 and 2025. The following table sets forth the target metrics, actual level of achievement of such metrics, and payout percentages attributable to such level of achievement for the 2023 LTIP-B awards:
Components of Compensation
| For the Performance Period Ended September 30, 2025 | | | | | | | Compound Aggregate Revenue Growth Rate | | | Average Adjusted EBITDA Margin | | | | Target | Actual | Payout Percentage | Target | Actual | Payout Percentage | | 18.0% | 21.4% | 150% | 10.5% | 12.7% | 150% |
Components of Compensation
The total number of PSUs vested pursuant to the 2023 LTIP-B awards was adjusted based on the TSR of our Class A common stock compared to the TSR of the Russell 2000 over the performance period commencing October 1, 2022 (the first day of fiscal 2023) and ending on September 30, 2025. The Compensation Committee determined that our TSR ranked in the 96th percentile relative to the Russell 2000, which resulted in an increase in the number of vested PSUs of 15%. The following table sets forth the target number of PSUs and total PSUs actually earned by each of the NEOs in respect of the 2023 LTIP-B awards and the respective methods of settlement:
Components of Compensation
| | For the Performance Period Ended September 30, 2025 | | | | | Name | Target PSUs | Vested PSUs | Settled in Class A Common Stock | Settled in Cash | | Fred J. (Jule) Smith, III | 15,905 | 27,435 | 15,905 | 11,530 | | Gregory A. Hoffman | 4,689 | 8,088 | 4,689 | 3,399 | | Robert G. Baugnon | 3,137 | 5,410 | 3,137 | 2,273 | | J. Ryan Brooks | 3,801 | 6,556 | 3,801 | 2,755 | | N. Nelson Fleming, IV | 3,137 | 5,410 | 3,137 | 2,273 | | John L. Harper | 8,362 | 14,424 | 14,424 | — | | M. Brett Armstrong | 7,758 | 13,382 | 13,382 | — |
Components of Compensation
Lone Star Bonus Awards In October 2024, the Compensation Committee granted awards of restricted stock under the Equity Incentive Plan and the Restricted Stock Plan to our NEOs as a transaction bonus related to the Lone Star Acquisition (the “Lone Star Bonus Awards”). The Lone Star Bonus Awards provided for vesting upon the later of (i) the closing of the Lone Star Acquisition and (ii) the first date, if any, that the closing price of our Class A common stock on The Nasdaq Global Select Market equaled or exceeded $88.00 per share, provided that (A) such date occurred on or before the fourth anniversary of the grant date and (B) the recipient was employed by, or providing services to, the Company on the vesting date. The Lone Star Bonus Awards vested in full on November 6, 2024. The following table sets forth the Lone Star Bonus Awards granted to our NEOs:
Components of Compensation
P&S Bonus Awards Subsequent to fiscal year-end 2025, the Compensation Committee granted awards of restricted stock under the Equity Incentive Plan and the Restricted Stock Plan to our NEOs as a transaction bonus related to our acquisition of P&S Paving, LLC in October 2025 (the “P&S Bonus Awards”). The P&S Bonus Awards were immediately vested at the date of grant. The following table sets forth the P&S Bonus Awards granted to our NEOs:
Employment Agreements
Employment Agreements As previously disclosed, the Company previously entered into employment agreements with certain of our NEOs (collectively, the “Employment Agreements”). During fiscal year 2025, each of the Employment Agreements expired in accordance with its terms and was not renewed or replaced. The NEOs continue to serve the Company on an at-will basis. The Compensation Committee believes that the Company’s overall compensation programs, including our long-term incentive opportunities and performance-based compensation structure, remain competitive and appropriately aligned with stockholder interests. The Compensation Committee further believes that these programs are sufficient to attract, motivate, and retain highly qualified executive leadership without the need for individual employment agreements.
How We Determine Executive Compensation
How We Determine Executive Compensation The Compensation Committee meets several times each year to perform its responsibilities as delegated by the Board and as set forth in the Compensation Committee’s charter. These responsibilities include evaluating and approving the Company’s compensation philosophy, policies, plans and programs for our NEOs. In the performance of its duties, the Compensation Committee regularly reviews the total compensation, including the base salary, target annual cash incentive award opportunities, long-term incentive award opportunities and other benefits for each of our NEOs. The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of compensation consultants, outside counsel and other advisers as it deems necessary to assist with the execution of its duties and responsibilities. Prior to selecting or receiving advice from such advisers, the Compensation Committee is required to consider certain factors specified in SEC and Nasdaq rules, including an evaluation of whether the adviser has a conflict of interest that would impair the independent execution of the adviser’s services to the Company. The Company will provide appropriate funding for payment of reasonable compensation to any adviser retained by the Compensation Committee. Due to our size and the unique nature of our industry, which primarily consists of small, closely held companies and large national or multinational corporations, the Compensation Committee has elected not to identify a peer group for compensation benchmarking purposes based on a lack of directly comparable companies. Instead, in determining appropriate compensation levels for the NEOs, the Compensation Committee relies on its knowledge of the competitive market, historical pay practices, internal relationships among positions at the Company and individual performance of the NEOs.
Role of Compensation Consultant
Role of Compensation Consultant During fiscal 2025, the Compensation Committee retained Dana Krieg, an independent compensation consultant (the “Compensation Consultant”), in accordance with the Compensation Committee’s charter. Ms. Krieg has more than 25 years of executive compensation consulting experience, having worked for Watson Wyatt (now Willis Towers Watson) and Ernst & Young for the majority of her career. She advises clients on executive compensation strategy and design as well as governance and overall compliance of their executive compensation programs. The Compensation Consultant reports directly to the Compensation Committee. The Compensation Committee retains sole authority to hire or terminate the Compensation Consultant, approve the Compensation Consultant’s fees, determine the nature and scope of the services to be provided and evaluate the Compensation Consultant’s performance. The Compensation Consultant attends Compensation Committee meetings, as requested, and communicates with the Compensation Committee chair between meetings. The Compensation Committee makes all final decisions and recommendations regarding the Company’s compensation program. During fiscal 2025, the Compensation Consultant’s roles included, but were not limited to, the following: •advising the Compensation Committee on executive compensation trends; •evaluating the effectiveness of the Company’s cash- and equity-based compensation programs; •providing advice to the Compensation Committee on governance best practices, as well as any other areas of concern or risk; and •reviewing and commenting on proxy statement disclosure items, including the Compensation Discussion and Analysis. The Compensation Committee has assessed the independence of the Compensation Consultant, considering all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Compensation Committee concluded that there are no conflicts of interest raised by the work performed by the Compensation Consultant and that the Compensation Consultant is independent.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned by our NEOs for the fiscal years presented.
Summary Compensation Table
| | | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($) | ($)(2) | ($)(3) | ($) | ($)(4) | ($) | | Fred J. (Jule) Smith, III | 2025 | 837,308 | 1,769,665 | 2,870,328 | 875,000 | 57,828 | 6,410,129 | | President and Chief Executive Officer | 2024 | 707,308 | 615,000 | 964,775 | 735,000 | 74,438 | 3,096,521 | | | 2023 | 605,769 | 370,281 | 793,024 | 615,000 | 62,318 | 2,446,392 | | Gregory A. Hoffman | 2025 | 486,539 | 850,695 | 2,109,648 | 375,000 | 34,873 | 3,856,755 | | Senior Vice President and Chief Financial Officer | 2024 | 438,462 | 62,500 | 418,425 | 337,500 | 38,566 | 1,295,453 | | | 2023 | 364,231 | 53,556 | 264,784 | 300,000 | 36,993 | 1,019,564 | | Robert G. Baugnon (1) | 2025 | 362,885 | 348,575 | 779,160 | 187,500 | 63,890 | 1,742,010 | | Senior Vice President - Personnel and Administration | | | | | | | | | J. Ryan Brooks (1) | 2025 | 365,577 | 518,631 | 1,526,160 | 187,500 | 32,227 | 2,630,095 | | Senior Vice President and General Counsel | | | | | | | | | N. Nelson Fleming, IV (1) | 2025 | 361,539 | 828,575 | 1,974,360 | 187,500 | 46,419 | 3,398,393 | | Senior Vice President - Strategy and Business Development | | | | | | | | | John L. Harper | 2025 | 510,000 | 342,594 | 595,482 | 386,250 | 63,529 | 1,897,855 | | Senior Vice President - Strategic Initiatives | 2024 | 492,615 | 8,750 | 433,125 | 371,250 | 39,047 | 1,344,787 | | | 2023 | 478,000 | 60,769 | 433,932 | 254,625 | 34,833 | 1,262,159 | | M. Brett Armstrong | 2025 | 516,250 | 219,865 | 650,043 | 354,375 | 28,664 | 1,769,197 | | Regional President - Central Region | 2024 | 480,769 | 7,500 | 428,750 | 367,500 | 35,555 | 1,320,074 | | | 2023 | 438,462 | 103,113 | 402,600 | 337,500 | 49,518 | 1,331,193 |
Summary Compensation Table
| (1) Messrs. Baugnon, Brooks and Fleming were not NEOs prior to fiscal 2025. | | (2) For fiscal 2025, the amounts presented include (a) cash bonuses paid for the 2025 fiscal year (including the discretionary portion of annual cash incentive bonuses) in the following amounts: for Mr. Smith, $1,425,000; for Mr. Hoffman, $750,000; for Mr. Baugnon, $282,500; for Mr. Brooks, $437,500; for Mr. Fleming, $762,500; for Mr. Harper, $160,000; and for Mr. Armstrong, $60,000; and (b) bonuses paid in the form of immediately vested shares of Class A common stock having the following grant date fair market values: for Mr. Smith, $344,665; for Mr. Hoffman, $100,695; for Mr. Baugnon, $66,075; for Mr. Brooks, $81,131; for Mr. Fleming, $66,075; for Mr. Harper, $182,594; and for Mr. Armstrong, $159,865. For Messrs. Smith, Hoffman, Harper and Armstrong, the Company previously reported the value of these immediately vested Class A shares as bonuses for fiscal 2024; however, the Company has determined that such values are properly includable as income for fiscal 2025 and has adjusted the presentation of fiscal 2024 bonus and total compensation amounts accordingly. |
Summary Compensation Table
| (3) These amounts reflect the aggregate grant date fair value of equity-based awards made during the applicable fiscal year, calculated in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), assuming no forfeitures. A discussion of the assumptions used in the calculation of the amounts is included in Note 14, “Share-Based Compensation” in the audited consolidated financial statements included in our 2025 Annual Report. The amount for each respective year presented includes the value of LTIP-A awards with time-based vesting criteria granted during the applicable fiscal year. In addition, the amounts shown include the fair value at the grant date of the LTIP-B awards made during the respective fiscal years for the ensuing three-year performance periods, based on the probable outcome of the performance conditions, which the Company has determined to be the target amount of each respective award. The grant date fair value of the LTIP-B awards made during fiscal 2025 assuming achievement of the highest level of performance conditions (and application of the maximum possible TSR modifier) is as follows: for Mr. Smith, $1,632,782; for Mr. Hoffman, $621,877; for Mr. Baugnon, $466,509; for Mr. Brooks, $466,509; for Mr. Fleming, $466,509; for Mr. Harper, $400,319; and for Mr. Armstrong, $489,834. For more information regarding the long-term equity incentive compensation awarded to our NEOs during fiscal 2025, see the discussion under the heading “Long-Term Equity Incentive Compensation”. The amounts shown for fiscal 2023 include the fair value at the grant date of LTIP-B awards for the three-year performance period ending September 30, 2025, based on the probable outcome of the performance conditions. For information regarding the actual payout of the LTIP-B awards granted in 2023 for the three-year performance period ended September 30, 2025, see the discussion under the heading “Long-Term Equity Incentive Compensation – 2023 LTIP-B Awards that Vested in 2025.” | | (4) For fiscal 2025, the amounts in this column include Company-paid health insurance premiums and 401(k) plan matching contributions made by the Company. In addition, these amounts include the following items described in the column entitled “Other” in the table below for each NEO: (a) the value of his personal use of a Company-owned vehicle (with respect to Messrs. Hoffman, Brooks and Fleming) or vehicle allowance, which allowance amounts are as follows: for Mr. Smith, $25,974; for Mr. Baugnon, $18,622; and for Mr. Harper, $17,168; (b) Company-paid premiums for group term life and long-term disability insurance; (c) for Messrs. Smith, Baugnon and Harper, Company-paid premiums for dental insurance; and (d) for Mr. Smith, Company-paid premiums for vision insurance. The value to each applicable NEO of his personal use of a Company-owned automobile is based on the incremental cost to the Company of such use, which the Company has calculated as the expense to the Company associated with the NEO’s use of such automobile during the applicable period. |
Summary Compensation Table
| | Health Insurance | 401(k) Match | Other | Total | | Name | ($) | ($) | ($) | ($) | | Fred J. (Jule) Smith, III | 14,096 | 15,161 | 28,571 | 57,828 | | Gregory A. Hoffman | 14,248 | 18,417 | 2,208 | 34,873 | | Robert G. Baugnon | 18,314 | 25,181 | 20,395 | 63,890 | | J. Ryan Brooks | 20,365 | 9,654 | 2,208 | 32,227 | | N. Nelson Fleming, IV | 19,974 | 24,237 | 2,208 | 46,419 | | John L. Harper | 19,503 | 23,251 | 20,775 | 63,529 | | M. Brett Armstrong | 14,671 | 11,308 | 2,685 | 28,664 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information concerning plan-based awards made to our NEOs during fiscal 2025.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | Grant Date | ($) (2) | ($) | ($) (3) | (#) (5) | (#) | (#) (6) | (#) | ($) (7) | | Smith | 10/20/2024 (8) | — | — | — | — | — | — | 10,000 | 747,000 | | | 10/20/2024 (9) | — | — | — | — | — | — | 11,000 | 821,700 | | | 12/17/2024 (10) | — | — | — | — | — | — | 3,594 | 344,665 | | | 3/4/2025 (11) | — | — | — | — | — | — | 5,252 | 355,088 | | | 3/4/2025 | — | — | — | 10,500 | 14,000 | 21,000 | — | 946,540 | | | | 437,500 | 875,000 | 962,500 | — | — | — | — | — | | Hoffman | 10/20/2024 (8) | — | — | — | — | — | — | 10,000 | 747,000 | | | 10/20/2024 (9) | — | — | — | — | — | — | 11,000 | 821,700 | | | 12/17/2024 (10) | — | — | — | — | — | — | 1,050 | 100,695 | | | 3/4/2025 (11) | — | — | — | — | — | — | 2,668 | 180,383 | | | 3/4/2025 | — | — | — | 4,000 | 5,333 | 8,000 | — | 360,564 | | | | 187,500 | 375,000 | 412,500 | — | — | — | — | — | | Baugnon | 10/20/2024 (8) | — | — | — | — | — | — | 5,000 | 373,500 | | | 12/17/2024 (10) | — | — | — | — | — | — | 689 | 66,075 | | | 3/4/2025 (11) | — | — | — | — | — | — | 2,000 | 135,220 | | | 3/4/2025 | — | — | — | 3,000 | 4,000 | 6,000 | — | 270,440 | | | | 93,750 | 187,500 | 206,250 | — | — | — | — | — | | Brooks | 10/20/2024 (8) | — | — | — | — | — | — | 4,000 | 298,800 | | | 10/20/2024 (9) | — | — | — | — | — | — | 11,000 | 821,700 | | | 12/17/2024 (10) | — | — | — | — | — | — | 846 | 81,131 | | | 3/4/2025 (11) | — | — | — | — | — | — | 2,000 | 135,220 | | | 3/4/2025 | — | — | — | 3,000 | 4,000 | 6,000 | — | 270,440 | | | | 93,750 | 187,500 | 206,250 | — | — | — | — | — | | Fleming | 10/20/2024 (8) | — | — | — | — | — | — | 10,000 | 747,000 | | | 10/20/2024 (9) | — | — | — | — | — | — | 11,000 | 821,700 | | | 12/17/2024 (10) | — | — | — | — | — | — | 689 | 66,075 | | | 3/4/2025 (11) | — | — | — | — | — | — | 2,000 | 135,220 | | | 3/4/2025 | — | — | — | 3,000 | 4,000 | 6,000 | — | 270,440 | | | | 93,750 | 187,500 | 206,250 | — | — | — | — | — | | Harper | 10/20/2024 (8) | — | — | — | — | — | — | 3,000 | 224,100 | | | 12/17/2024 (10) | — | — | — | — | — | — | 1,904 | 182,594 | | | 3/4/2025 (11) | — | — | — | — | — | — | 2,060 | 139,277 | | | 3/4/2025 | — | — | — | 2,575 | 3,433 | 5,150 | — | 232,105 | | | | 193,125 | 386,250 | 424,875 | — | — | — | — | — | | Armstrong | 10/20/2024 (8) | — | — | — | — | — | — | 3,000 | 224,100 | | | 12/17/2024 (10) | — | — | — | — | — | — | 1,667 | 159,865 | | | 3/4/2025 (11) | — | — | — | — | — | — | 2,100 | 141,981 | | | 3/4/2025 | — | — | — | 3,150 | 4,200 | 6,300 | — | 283,962 | | | | 196,875 | 393,750 | 433,125 | — | — | — | — | — |
Grants of Plan-Based Awards
| (1) For fiscal 2025, one-half of each NEO’s annual cash incentive payment was determined by comparing the Company’s consolidated Adjusted EBITDA to its target consolidated Adjusted EBITDA for the fiscal year. In order for the NEOs to earn any amount under this metric, the Company’s Adjusted EBITDA must have been at least 80% of target Adjusted EBITDA, with such performance level resulting in a payout of 50% of the target amount of the portion of the cash incentive tied to Adjusted EBITDA. The maximum amount that could be earned by the NEOs based on Adjusted EBITDA was 120% of the target amount of the portion of the cash incentive tied to Adjusted EBITDA, which would be paid only if Adjusted EBITDA met or exceeded 115% of target Adjusted EBITDA. The remainder of each NEO’s annual cash incentive payment was determined based on the level of achievement of one or more individual or Company goals, with respect to which the degree of achievement was assessed by the Compensation Committee. Following the determination of the extent of achievement of the Adjusted EBITDA and individual or Company goals, the final amount of the annual cash incentive payment was subject to additional adjustment by the Compensation Committee in its discretion. For a discussion of the actual cash incentive awards paid to our NEOs for service during fiscal 2025, see the discussion under the heading “Annual Cash Incentives.” | | (2) The amounts in this column represent the total amounts payable to each NEO assuming the achievement of the minimum performance level required to receive a payment with respect to the Adjusted EBITDA metric and each NEO’s individual or additional Company performance goals. | | (3) The amounts in this column represent the total amounts payable to each NEO assuming that Adjusted EBITDA met or exceeded 115% of the target amount and that the performance criteria for each individual goal were satisfied. | | (4) During fiscal 2025, each NEO received an LTIP-B award covering the three-year performance period ending September 30, 2027. Each LTIP-B award provides for a target number of PSUs that are eligible to vest, with 50% of the target PSUs eligible to vest based on the achievement of the Company’s compound aggregate revenue growth rate as compared to the revenue growth rate target over the applicable performance period and 50% of the target PSUs eligible to vest based on the achievement of the Company’s average Adjusted EBITDA margin as compared to the average Adjusted EBITDA margin target over the applicable performance period. Following a determination of the preliminary vested PSUs, the final number of PSUs eligible to vest will be increased or decreased by up to 15% based on a comparison of the Company’s TSR over the performance period 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). | | (5) Each LTIP-B award agreement provides that (i) in order for the grantee to earn any amount under the revenue growth rate metric, the Company’s compound annual revenue growth rate over the performance period must be at least 89% of the target, with such performance level resulting in a payout of 75% of the portion of the award tied to this metric and (ii) in order for the grantee to earn any amount under the Adjusted EBITDA margin metric, the Company’s average Adjusted EBITDA margin over the performance period must be at least 88% of the target, with such performance level resulting in a payout of 75% of the portion of the award tied to this metric. The amounts in this column represent the total number of vested PSUs assuming the achievement of the minimum performance level required for the vesting of any PSUs under both the revenue growth rate metric and Adjusted EBITDA margin metric, without giving any effect to the TSR modifier as described in note 4. | | (6) Each LTIP-B award agreement provides that (i) up to 150% of the target number of PSUs under the revenue growth metric will be eligible to vest if the Company’s actual compound annual revenue growth rate over the performance period meets or exceeds 112% of the target rate and (ii) up to 150% of the target number of PSUs under the Adjusted EBITDA margin metric will be eligible to vest if the Company’s average Adjusted EBITDA margin over the performance period meets or exceeds 104% of the target. The amounts in this column represent the total number of vested PSUs assuming the achievement of the performance level required for the maximum vesting of PSUs under both the revenue growth rate metric and Adjusted EBITDA margin metric, without giving effect to any TSR modifier as described in note 4. | | (7) Represents the grant date fair value of each equity award computed in accordance with ASC 718, assuming no forfeitures. A discussion of the assumptions used in the calculation of the amounts is included in Note 14, “Share-Based Compensation” in the audited consolidated financial statements included in our 2025 Annual Report. | | (8) The amounts in this row represent restricted shares of Class A common stock awarded under the Equity Incentive Plan in October 2024 in respect of the Lone Star Acquisition. For a discussion of the vesting criteria and vesting date of these shares, see the discussion under the heading “Stock Bonus Awards - Lone Star Bonus Awards.” | | (9) The amounts in this row represent restricted shares of Class B common stock awarded under the Restricted Stock Plan in October 2024 in respect of the Lone Star Acquisition. For a discussion of the vesting criteria and vesting date of these shares, see the discussion under the heading “Stock Bonus Awards - Lone Star Bonus Awards.” |
Grants of Plan-Based Awards
| (10) The amounts in this row represent immediately vested shares of Class A common stock awarded under the Equity Incentive Plan as a bonus to each NEO. | | (11) The amounts in this row represent the LTIP-A awards with time-based vesting awarded to each NEO under the Equity Incentive Plan during fiscal 2025. For Messrs. Smith, Hoffman, Baugnon and Harper, these amounts represent restricted shares of Class A common stock exclusively, and for Messrs. Brooks, Fleming and Armstrong, one-half of the amount presented represents restricted shares of Class A common stock, and the other half represents cash-settled RSUs. These awards vested or will vest, as applicable, in four equal annual installments, on September 30, 2025, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information regarding outstanding unvested stock awards held by our NEOs as of September 30, 2025. The market value of the awards reflected in the following table is based on a value of $127.00 per share, the closing market price of our Class A common stock on September 30, 2025, the last trading day of our fiscal year. For purposes of the following table, awards that vested on September 30, 2025 or with respect to the performance period ended September 30, 2025 are deemed not to be outstanding.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | Name | (#) (1) (2) | ($) | (#) (3) | ($) | | Smith | 9,737 | 1,236,599 | 21,525 | 2,733,675 | | Hoffman | 5,131 | 651,637 | 7,798 | 990,346 | | Baugnon | 3,411 | 433,197 | 5,784 | 734,568 | | Brooks | 3,592 | 456,184 | 5,868 | 745,236 | | Fleming | 3,393 | 430,911 | 5,742 | 729,234 | | Harper | 4,656 | 591,312 | 7,216 | 916,432 | | Armstrong | 4,580 | 581,660 | 7,743 | 983,361 |
Outstanding Equity Awards at Fiscal Year End
| (1) The amounts in this column represent restricted shares of Class A common stock, and, for Messrs. Brooks, Fleming and Armstrong, cash-settled RSUs, with time-based vesting criteria previously granted under the Equity Incentive Plan. | | (2) Unless the award is forfeited or vesting is accelerated, the restrictions on the restricted shares of Class A common stock or RSUs, as applicable, reported in the table above will lapse, and the awards will vest, as follows: |
Outstanding Equity Awards at Fiscal Year End
| | Stock and RSU Awards | | | | Name | 9/30/2026 | 9/30/2027 | 9/30/2028 | | Smith | 5,273 | 3,151 | 1,313 | | Hoffman | 2,672 | 1,792 | 667 | | Baugnon | 1,792 | 1,119 | 500 | | Brooks | 1,954 | 1,138 | 500 | | Fleming | 1,781 | 1,112 | 500 | | Harper | 2,698 | 1,443 | 515 | | Armstrong | 2,609 | 1,443 | 528 |
Outstanding Equity Awards at Fiscal Year End
| (3) The amounts in this column represent the number of shares issuable upon the vesting of LTIP-B awards outstanding at fiscal year-end assuming the achievement of the threshold level of performance as defined in the respective award agreements, and without giving effect to any potential modification of the number of vested PSUs based on the Company’s TSR over the performance period. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information regarding the amounts recognized by our NEOs upon the vesting of stock awards during fiscal 2025. Our NEOs do not hold any stock options.
Option Exercises and Stock Vested
| | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) (1) | ($) (2) | | Smith | 109,218 | 12,590,466 | | Hoffman | 48,598 | 5,260,663 | | Baugnon | 23,480 | 2,699,140 | | Brooks | 37,579 | 4,106,964 | | Fleming | 41,969 | 4,470,123 | | Harper | 48,169 | 5,733,967 | | Armstrong | 41,655 | 4,929,669 |
Option Exercises and Stock Vested
| (1) Represents shares of Class A common stock and Class B common stock and cash-settled RSUs acquired or settled, as applicable, upon (a) the vesting of the Lone Star Bonus Awards, (b) the vesting of time-based LTIP-A and mobilization awards, (c) the issuance of immediately vested shares of Class A common stock as a stock bonus award, and (d) the vesting of PSU awards covering the three-year performance period ended September 30, 2025 that were paid out subsequent to 2025 fiscal year-end. | | (2) The value realized on vesting is based on the closing market price of our Class A common stock on the applicable vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Following the expiration of the Employment Agreements in fiscal year 2025, there are no employment, severance, change in control or other agreements providing for payments or other benefits to our NEOs upon a termination of their employment or a change in control of the Company. Moreover, each of the Equity Incentive Plan and the Restricted Stock Plan provides that all unvested shares held by a participant will be forfeited upon the termination of such participant’s employment with the Company except to the extent otherwise provided in an equity award agreement or employment agreement. In general, our award agreements do not provide for acceleration in vesting upon a termination of employment for any reason, subject to certain exceptions not applicable to our NEOs during fiscal 2025; however, under each of the Equity Incentive Plan and the Restricted Stock Plan, the Compensation Committee may, in its discretion, provide for an acceleration of vesting of any equity-based award at any time, including in connection with a termination of employment or upon a change in control, as defined in each of the Equity Incentive Plan and the Restricted Stock Plan.
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table The following table sets forth an example of the potential amount to which the NEOs could be entitled upon a discretionary acceleration or payout by the Compensation Committee of all then-unvested awards held by such NEOs, assuming that such acceleration occurred on September 30, 2025. The value of the accelerated equity awards is based on $127.00 per share, the closing price of our Class A common stock on September 30, 2025, and assumes that the Compensation Committee elects to accelerate all outstanding restricted stock and cash-settled RSUs with time-based vesting and all outstanding LTIP-B awards at their target payout levels. Share-based awards that by their terms vested on September 30, 2025 are excluded from the table below because they would have vested in the absence of discretionary action by the Compensation Committee.
Potential Payments Upon Termination or Change in Control Table
| | Accelerated Equity Awards | Total | | Name | ($) | ($) | | Smith | 6,901,434 | 6,901,434 | | Hoffman | 2,567,559 | 2,567,559 | | Baugnon | 1,811,020 | 1,811,020 | | Brooks | 1,932,559 | 1,932,559 | | Fleming | 1,801,622 | 1,801,622 | | Harper | 2,875,153 | 2,875,153 | | Armstrong | 2,878,074 | 2,878,074 |
Director Compensation
Director Compensation Our Corporate Governance Guidelines provide that the form and amount of director compensation are determined by the Compensation Committee in accordance with the policies and principles set forth in its charter and then recommended to the Board for approval. In determining the form and amount of director compensation, the Compensation Committee considers the responsibilities of the directors and the fees and other forms of compensation being paid by other companies comparable to us. Our Corporate Governance Guidelines also specify that a significant portion of director compensation should be paid in the form of shares of our common stock. The Compensation Committee believes that paying retainers in the form of restricted stock helps to align the interests of our directors with those of our stockholders by further incentivizing the Board to direct the affairs of the Company in a manner that will enhance the value of our common stock. In January 2025, the final tranche of an award of restricted shares of Class A common stock previously made to our Board members in November 2021 vested in full. Accordingly, in March 2025, the Compensation Committee recommended, and our Board approved, a retainer to be paid to each of our non-employee directors consisting of restricted shares of Class A and Class B common stock with a multi-year vesting period in the following amounts: Mr. Fleming - 24,000 restricted shares of Class B common stock; each of Messrs. Jennings, Matteson and McKay - 8,000 restricted shares of Class B common stock; and Mr. Shaffer and Ms. Skelly - 8,000 restricted shares of Class A common stock. The grants vest as to two-thirds of the underlying shares on January 1, 2027, and as to the remaining one-third of the underlying shares on January 1, 2028. In addition, in October 2024, the Compensation Committee granted a Lone Star Bonus Award to Mr. Fleming consisting of 10,000 restricted shares of Class A common stock and 11,000 restricted shares of Class B common stock in recognition of his efforts and contributions to this transformative transaction. For a discussion of the vesting criteria and vesting date of these shares, see the discussion under the heading “Stock Bonus Awards - Lone Star Bonus Awards.” The following table summarizes the compensation paid to our directors during fiscal 2025.
Director Compensation
| Name | Stock Awards ($) (3) | All Other Compensation ($) | Total ($) | | Ned N. Fleming, III | 3,191,340 | — | 3,191,340 | | Craig Jennings | 540,880 | — | 540,880 | | Mark R. Matteson | 540,880 | — | 540,880 | | Michael H. McKay | 540,880 | — | 540,880 | | Charles E. Owens | — | 392,837(2) | 392,837 | | Stefan L. Shaffer | 540,880 | — | 540,880 | | Noreen E. Skelly | 540,880 | — | 540,880 | | Fred J. (Jule) Smith, III (1) | — | — | — |
Director Compensation
| (1) Fred J. (Jule) Smith, III, our President and Chief Executive Officer, was not compensated for his service on the Board during fiscal 2025. The compensation received by Mr. Smith for his service as the Company’s President and Chief Executive Officer is set forth above under the heading “Executive Officer and Director Compensation — Summary Compensation Table.” | | (2) During fiscal 2025, Mr. Owens served both as Vice Chairman of the Board and as an employee of the Company. The Board believes that Mr. Owens’ extensive experience with the Company and industry knowledge provides valuable insight to the Board. The amount shown in the table above reflects the base salary and benefits that Mr. Owens receives as compensation for his service as an employee of the Company. Specifically, the “Other Compensation” reported for Mr. Owens includes $364,000 in base salary and $28,837 in benefits, including $15,178 in employer-paid premiums for health insurance, $11,520 in 401(k) plan matching contributions and $2,139 in other benefits. Mr. Owens was not separately compensated for his service on the Board during fiscal 2025. | | (3) These amounts reflect the grant date fair value of restricted stock awards made during the fiscal year, calculated in accordance with ASC 718, assuming no forfeitures. A discussion of the assumptions used in the calculation of the amounts is included in Note 14, “Share-Based Compensation” in the audited consolidated financial statements included in our 2025 Annual Report. Specifically, these amounts reflect (a) the grants of 11,000 restricted shares of Class B common stock and 10,000 restricted shares of Class A common stock to Mr. Fleming on October 20, 2024 with a grant date fair market value of $74.70 per share, which shares vested in full on November 6, 2024, and (b) the grants of 24,000 restricted shares of Class B common stock to Mr. Fleming, 8,000 restricted shares of Class B common stock to each of Messrs. Jennings, Matteson and McKay, and 8,000 restricted shares of Class A common stock to each of Mr. Shaffer and Ms. Skelly on March 4, 2025 with a grant date fair market value of $67.61 per share, all of which were outstanding as of September 30, 2025. |
Director Compensation
In addition to the amounts in the table above, the Company reimbursed expenses incurred by our directors in their conduct of the Board’s business. No additional grants or payments were made to directors during fiscal 2025 for service on the Board. Other than the outstanding shares of restricted stock described in footnote 3 above, there were no outstanding equity-based awards held by our non-employee directors or Mr. Owens as of September 30, 2025. For a discussion of outstanding equity awards held by Mr. Smith as of September 30, 2025, see the “Outstanding Equity Awards at Fiscal Year End” table above.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K (the “pay ratio rule”), we are providing the following information about the relationship of the median of the total annual compensation of our employees and the total annual compensation of our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with the pay ratio rule. The pay ratio rule permits a company to identify its median employee once every three years, unless there has been a change in its employee population or employee compensation arrangements that the company reasonably believes would result in a significant change in its pay ratio disclosure. We determined our median employee by preparing a list of all employees (excluding our Chief Executive Officer) as of September 30, 2024, along with the gross income reportable on IRS form W-2 paid to such employees during the fiscal year ended September 30, 2024. Reportable gross income for fiscal 2024 was annualized for those full-time employees who were not employed for the full fiscal year. As of September 30, 2025, the median employee previously identified by the Company was no longer employed by the Company; accordingly, the Company has identified another employee whose compensation is substantially similar to that of the original median employee and has elected to use that employee’s compensation for purposes of the calculation herein. After identifying the median employee, we calculated that employee’s annual total compensation using the same methodology we use for our NEOs as set forth in the Summary Compensation Table above. Using the foregoing methodology, the annual compensation for fiscal 2025 for our Chief Executive Officer was $6,410,129 and for our median employee was $49,013. The resulting ratio of our Chief Executive Officer’s pay to that of our median employee for the fiscal year ended September 30, 2025 was 130.8 to 1.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
| | | | | | | | 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) | | 2025 | 6,410,129 | N/A | 14,276,330 | N/A | 2,549,051 | 5,216,704 | $697.80 | $497.97 | 101,781 | 2,812,356 | | 2024 | 3,096,521 | N/A | 8,540,114 | N/A | 1,376,666 | 3,760,596 | $383.52 | $348.64 | 68,935 | 1,823,889 | | 2023 | 2,446,392 | N/A | 4,035,080 | N/A | 1,081,281 | 1,673,878 | $200.88 | $238.98 | 49,001 | 1,563,548 | | 2022 | 2,362,627 | N/A | 1,381,406 | N/A | 1,096,401 | 718,360 | $144.12 | $185.47 | 21,376 | 1,301,674 | | 2021 | 3,939,343 | 492,913 | 4,996,295 | 492,913 | 1,889,210 | 2,185,221 | $183.35 | $171.94 | 20,177 | 910,739 |
Pay Versus Performance Disclosure
| (1) Fred J. (Jule) Smith, III served as our principal executive officer (“PEO”) for each of fiscal 2025, 2024, 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 2025, our non-PEO NEOs were Messrs. Hoffman, Baugnon, Brooks, Fleming, Harper, and Armstrong. For fiscal 2024, our non-PEO NEOs were Messrs. Hoffman, Harper, Robert P. Flowers and Armstrong. For fiscal 2023, our non-PEO NEOs were Messrs. Hoffman, Harper, Flowers, Armstrong and R. Alan Palmer, who served as our Executive Vice President and Chief Financial Officer for a partial year in fiscal 2023. For fiscal 2022 and 2021, our non-PEO NEOs were Messrs. Palmer, Harper, Flowers and Armstrong. | | (2) For each of fiscal 2025, 2024, 2023, 2022 and 2021, the values included in this column for the compensation actually paid to our then-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. |
Pay Versus Performance Disclosure
| Current PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for Current PEO (b) | 6,410,129 | 3,096,521 | 2,446,392 | 2,362,627 | 3,939,343 | | - SCT “Stock Awards” column value | -2,870,328 | -964,775 | -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 | 2,522,413 | 1,550,146 | 878,179 | 946,098 | 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 | 1,312,283 | 2,496,278 | 1,294,332 | -775,882 | — | | [+/-] change in fair value of equity awards granted in the covered year that vested in the covered year | 2,420,946 | 128,292 | 77,507 | 50,257 | 130,476 | | [+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 4,480,888 | 2,233,651 | 131,695 | -22,213 | — | | Compensation Actually Paid to Current PEO (c) | 14,276,331 | 8,540,113 | 4,035,081 | 1,381,407 | 4,996,296 |
Pay Versus Performance Disclosure
| Average for Non-PEO NEOs (d) | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for Non-PEO NEOs (d) | 2,549,051 | 1,376,666 | 1,081,281 | 1,096,401 | 1,889,210 | | - SCT “Stock Awards” column value | -1,272,476 | -427,263 | -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 | 804,681 | 669,423 | 332,725 | 362,256 | 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 | 461,973 | 1,099,946 | 480,738 | -296,624 | — | | [+/-] change in fair value of equity awards granted in the covered year that vested in the covered year | 1,207,806 | 67,881 | 32,889 | 21,273 | 25,757 | | [+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 1,465,669 | 973,944 | 49,714 | -11,301 | — | | Compensation Actually Paid to Non-PEO NEOs (e) | 5,216,704 | 3,760,596 | 1,673,878 | 718,360 | 2,185,221 |
Pay Versus Performance Disclosure
| (3) For each of fiscal 2025, 2024, 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 2025 Annual Report. |
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2025, 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative TSR and the total TSR of the Peer Group and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of Company TSR, Net Income and Revenue. For purposes of the following graphical comparisons, the Compensation Actually Paid to PEO for fiscal 2021 aggregates the compensation amounts of our current and former PEOs.
Compensation Actually Paid, Company TSR and Peer Group TSR
Compensation Actually Paid, Company TSR and Peer Group TSR
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Revenue
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Revenue The following table lists the four financial performance measures that we believe represent the most important performance measures used to link compensation actually paid to our PEO and non-PEO NEOs for 2025 to our performance:
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Revenue
| Revenue | | Revenue growth | | Adjusted EBITDA(1) | | Adjusted EBITDA margin(1) |
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Revenue
| (1) Adjusted EBITDA and Adjusted EBITDA margin are financial measures not presented in accordance with 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) share-based compensation expense, (v) loss on the extinguishment of debt, (vi) nonrecurring expenses related to transformative acquisitions, which management considers to include transactions of a size that would require clearance under federal antitrust laws, and (vii) 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. |
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS