Construction Partners (ROAD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 24, 2026, to elect two Class II directors and ratify the appointment of RSM US LLP as independent auditor for fiscal 2026.

• Only holders of Class A or Class B common stock as of January 23, 2026, may vote; Class B shares carry 10 votes each, giving the SunTx Group majority control.

• The company completed five acquisitions in fiscal 2025, expanding operations and launching a new five-year growth plan, ROAD 2030, targeting $6 billion revenue and 17% Adjusted EBITDA margin by 2030.

• The proxy includes detailed information on board structure, executive compensation, governance, and shareholder rights.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Craig Jennings and Mark R. Matteson) for three-year terms expiring in 2029.

• Proposal 2: Ratify RSM US LLP as independent registered public accountant for fiscal 2026.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2027 meeting by September 29, 2026, or nominate directors per by-law procedures.

Board of directors and corporate governance

• The board has eight members divided into three classes, with staggered three-year terms.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• SunTx Group’s majority voting power qualifies the company as a “controlled company” under Nasdaq rules, exempting it from certain independence requirements.

• Board diversity and skills are emphasized, with a mix of backgrounds and expertise.