Gregory A. Hoffman
About Gregory A. Hoffman
Gregory A. Hoffman is Senior Vice President and Chief Financial Officer of Construction Partners, Inc. (NASDAQ: ROAD), serving as CFO since April 2023 after two years as SVP, Finance; he is 59 and holds a B.S. in Accounting from the University of Alabama . Under ROAD’s pay-for-performance design, 2024 Adjusted EBITDA exceeded target ($220.6M vs. $209.1M), driving full payout on the EBITDA component of annual incentives . On long-term PSUs, the 2022–2024 performance cycle achieved 26.1% compound aggregate revenue growth vs. an 18.0% target (max payout) but missed the ROCE target (11.0% vs. 13.0%), with total earned shares increased by 15% due to a 92nd percentile TSR vs. Russell 2000; Hoffman earned 3,623 PSUs on a 4,200 target for that cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Construction Partners, Inc. | Senior Vice President, Finance | Apr 2021–Mar 2023 | Led finance during accelerated acquisitive growth; prepared for CFO succession . |
| Wiregrass Construction Company (ROAD subsidiary) | Chief Financial Officer | 2009–Apr 2021 | Built financial controls and operating finance capabilities at platform company . |
Additional prior experience: Corporate Express (Staples) Division Controller and VP, Operations; APAC-Georgia Division Controller; Ernst & Young LLP Audit Manager .
External Roles
No public company directorships or external board roles disclosed for Hoffman .
Fixed Compensation
| Item | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary (Rate) | $450,000 | $500,000 | Approved annual salary rates; implemented on calendar basis . |
| Target Annual Cash Incentive (% of Salary) | 75% | — | CFO target for FY 2024 . |
| Discretionary Cash Bonus (post-FY24) | $62,500 | — | Awarded subsequent to fiscal year-end 2024 . |
| One-time Transaction Cash Bonus (Lone Star Acquisition) | $500,000 | — | Approved post-FY24 for Lone Star acquisition . |
| Stock Bonus (Fully Vested Shares, 12/17/2024) | 1,050 shares ($100,695) | — | Granted at $95.90 per share on grant date . |
Multi-year compensation (SEC Summary Compensation Table):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $364,231 | $438,462 |
| Bonus ($) | $53,556 | $163,195 |
| Stock Awards ($) | $264,784 | $418,425 |
| Non-Equity Incentive Plan Comp ($) | $300,000 | $337,500 |
| All Other Compensation ($) | $36,993 | $38,566 |
| Total ($) | $1,019,564 | $1,396,148 |
Perquisites and benefits detail (FY 2024):
| Component | Amount ($) |
|---|---|
| Health Insurance | $19,731 |
| 401(k) Match | $16,093 |
| Other (vehicle/premiums) | $2,742 |
| Total | $38,566 |
Performance Compensation
Annual Cash Incentive (FY 2024):
- Structure: 50% Consolidated Adjusted EBITDA; 50% individual/additional Company goals; Committee retains discretion .
- Adjusted EBITDA target vs actual: $209.1M target; $220.6M actual → 100% of target on EBITDA component .
- Hoffman’s metrics for the individual component: Company revenue, EBITDA, overhead reductions, and working capital levels .
- Actual payout: $168,750 for EBITDA (100% of component) + $168,750 for individual goals (100%) = $337,500 total .
| Metric | Weighting | Target | Actual | Payout (% of Component) | Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA (Consolidated) | 50% | $209.1M | $220.6M | 100% | $168,750 |
| Individual/Additional Company Goals | 50% | Objectives set | Achieved | 100% | $168,750 |
| Total | 100% | — | — | — | $337,500 |
Long-Term Incentives:
- LTIP-A (time-based RSUs/restricted stock): Hoffman granted 4,500 restricted Class A shares on 12/13/2023; vests in equal annual installments on 9/30 of 2024–2027 .
- LTIP-B (PSUs, 3-year 2024–2026): Target 5,064 PSUs; 50% on compound aggregate revenue growth vs target; 50% on average Adjusted EBITDA margin vs target; +/-15% TSR modifier vs Russell 2000 (upward only if ROAD TSR positive) .
| LTIP Component | Weighting | Threshold | Target | Maximum | Hoffman Grant |
|---|---|---|---|---|---|
| Revenue Growth vs Target | 50% | 89% → 75% payout | 100% → 100% payout | ≥112% → 150% payout | Part of 5,064 PSUs |
| Avg. Adjusted EBITDA Margin vs Target | 50% | 95.2% → 75% payout | 100% → 100% payout | ≥104.8% → 150% payout | Part of 5,064 PSUs |
| TSR Modifier vs Russell 2000 | ±15% | 25th pct → -15% | Median → 0% | ≥75th pct → +15% | Applied after preliminary vesting |
Prior Cycle Outcome (Performance period ended 9/30/2024):
| Metric | Target | Actual | Payout Impact |
|---|---|---|---|
| Compound Aggregate Revenue Growth | 18.0% | 26.1% | 150% of revenue metric |
| ROCE | 13.0% | 11.0% | 0% of ROCE metric |
| TSR vs Russell 2000 | — | 92nd percentile | +15% shares modifier |
| Hoffman PSUs (2022 grant) | Target Shares | Earned Shares |
|---|---|---|
| Performance period ended 9/30/2024 | 4,200 | 3,623 |
Equity Ownership & Alignment
Beneficial ownership (Record Date Jan 20, 2025):
| Class | Shares | Notes |
|---|---|---|
| Class A common | 42,526 | Includes 20,923 restricted shares subject to time-based vesting . |
| Class B common | 11,000 | Includes 11,000 Class B shares granted as transaction bonus, vested 11/6/2024 . |
Unvested awards and vesting schedule (as of 9/30/2024):
| Type | Unvested as of FY-end | Vesting Dates and Amounts |
|---|---|---|
| Time-based restricted stock (Class A) | 20,923 shares ($1,460,425 MV at $69.80) | 9/30/2025: 17,793; 9/30/2026: 2,005; 9/30/2027: 1,125 . |
| LTIP-B PSUs (threshold basis) | 7,315 units ($510,587 MV at $69.80) | Vests based on 2024–2026 performance + TSR modifier . |
Other alignment policies:
- Hedging/derivatives prohibited for officers; exceptions only under strict conditions; as of 9/30/2024 no officer-held financial instruments, except a prepaid forward by an entity controlled by Executive Chairman (not Hoffman) approved in advance .
- No options outstanding for NEOs; Hoffman had 22,164 shares vest in 2024 across time-based, stock bonus, and PSU awards (value realized $1,641,608) .
- Insider trading controls, equity award timing policies prohibit backdating or timing around material information .
Pledging:
- No pledges disclosed for Hoffman; pledges were disclosed for other insiders (e.g., CEO and SVP) and approved under policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Hoffman’s Employment Agreement began Apr 1, 2023 and expires Apr 1, 2025; will not auto-renew . |
| Bonus Eligibility | Annual cash incentives (formulaic and discretionary) per Compensation Committee design . |
| Equity Eligibility | Awards under 2018 Equity Incentive Plan and 2024 Restricted Stock Plan . |
| Severance (No cause / Good reason) | Lump-sum Accrued Amounts + 1.5x average combined salary+bonus for prior 2 FYs (paid over 18 months contingent on covenants) + 18 months health premiums + up to $10,000 outplacement; potential 280G reduction applies . |
| Restrictive Covenants | Non-compete, confidentiality, non-solicit, non-disparagement during term and up to 18 months post-termination (Company election) . |
| Class B Right of First Refusal | Company/assignee has right of first refusal for any Class B transfers during term and 18 months post-termination . |
| Clawback Policy | Dodd-Frank compliant recoupment of excess incentive comp upon accounting restatement; applies to cash and equity for last three completed fiscal years . |
| Indemnification | Standard indemnification agreement for directors and officers, including advancement of expenses, subject to conditions . |
Potential payments illustration (termination on 9/30/2024):
| Component | Amount ($) |
|---|---|
| Cash Severance Payment | $861,453 |
| Insurance Benefits | $29,597 |
| Outplacement | $10,000 |
| Accelerated Equity (Committee discretion) | $2,141,185 |
| Total | $3,042,235 |
Compensation Structure Analysis
- Mix and leverage: CFO cash comp increased with 2025 salary uplift (+11.1% y/y), while equity awards and PSUs maintain at-risk alignment; notable discretionary elements include post-year stock bonus and significant transaction bonus tied to Lone Star .
- Performance metrics: Annual plan ties 50% to consolidated Adjusted EBITDA; PSUs emphasize multi-year revenue growth and EBITDA margin with a market-relative TSR overlay; ROCE was removed in 2024 awards vs. prior cycle (which missed ROCE), shifting focus toward growth and margin .
- Governance context: ROAD is a “controlled company”; the Compensation Committee includes only one Nasdaq-independent member, potentially increasing discretion in award decisions; independent consultant engaged; say-on-pay received ~97.2% support in 2022 .
Investment Implications
- Vesting calendar suggests periodic supply events: Hoffman has scheduled vesting on 9/30/2025–2027 (20,923 restricted shares) plus PSUs for 2024–2026; 2024 realized vesting value was $1.64M, underscoring tangible equity monetization cadence .
- Retention risk: Employment Agreement expires Apr 1, 2025; severance mechanics and non-compete provisions mitigate near-term transition risk, but contract non-renewal heightens monitoring need through FY 2025 .
- Alignment: No pledging or options; hedging restrictions apply; meaningful at-risk PSU structure with revenue/margin metrics and TSR modifier supports pay-for-performance; prior-cycle ROCE miss indicates ongoing execution focus on capital efficiency .
- Governance and discretion: Controlled company status and committee composition allow for discretionary bonuses and equity awards (e.g., transaction bonuses), which can be shareholder-friendly when tied to value-creating deals but merit scrutiny for consistency and dilution under plans with 3.30M shares available as of FY-end 2024 .
ROAD Map 2027 and acquisitive growth frame performance expectations; in FY 2024 ROAD completed eight acquisitions and later closed Texas/Oklahoma deals—comp structures and transaction bonuses for CFO align with M&A-driven value creation but require continued oversight of margin and working capital targets embedded in annual incentives .