CONSTRUCTION PARTNERS INC CLASS A (ROAD)
Sector: Industrials
2026 Annual Meeting Analysis
CONSTRUCTION PARTNERS INC CLASS A · Meeting: March 24, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Jennings has served since 2017, has strong financial credentials including CPA and CFO experience at SunTx, and the company's 3-year TSR of +323.5% massively outperforms the peer group — no TSR trigger fires.
Matteson has served since inception and brings deep private equity and corporate development experience; the company's extraordinary 3-year outperformance means no TSR trigger fires.
Both Class II nominees — Craig Jennings and Mark R. Matteson — are affiliated with SunTx Capital Partners and have served on the board for many years. Neither is independent under Nasdaq rules, but neither sits on the Audit Committee, so the non-independence policy trigger does not apply. The company's 3-year stock return of +323.5% far exceeds the peer group median, clearing the TSR performance threshold by a wide margin. Both directors have relevant finance and business experience. Vote FOR both nominees.
Say on Pay
✓ FORCEO
Fred J. (Jule) Smith, III
Total Comp
$6,410,129
Prior Support
90.9%%
CEO Fred Smith received total compensation of approximately $6.4 million for fiscal 2025, which is within a reasonable range for a CEO of a $6.6 billion market cap industrial company that delivered exceptional results — revenue growth, five acquisitions, and Adjusted EBITDA hitting 100% of target. Pay mix is heavily variable: roughly 87% of the CEO's pay came from performance bonuses, equity awards, and incentive compensation, well above the 50-60% variable pay threshold the policy requires. The prior Say on Pay vote received 90.9% support, signaling strong shareholder approval, and the compensation program includes a robust clawback policy and meaningful performance conditions tied to revenue growth and EBITDA margin over a three-year period.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing references RSM as auditor and discloses a fee table, but the actual fee dollar amounts were not extractable from the provided text. RSM is a large national firm appropriate for a $6.6B market cap company. Auditor tenure is not disclosed in the available filing text, so the tenure trigger does not fire per policy. No material restatements are indicated. On available evidence, no policy trigger for a No vote is met.
Overall Assessment
The 2026 Construction Partners annual meeting features two director elections and an auditor ratification — there is no Say on Pay proposal on this ballot as the company holds that vote every three years (next scheduled for 2028). Both Class II director nominees are SunTx-affiliated insiders with long tenure, but the company's outstanding 3-year stock performance (+323.5% vs. the sector ETF) means no TSR-based concerns arise; however, a note is warranted that shareholders have limited ability to influence board composition given the SunTx Group's 61.4% voting control through the dual-class share structure.