J. Ryan Brooks
About J. Ryan Brooks
Senior Vice President, Legal at Construction Partners, Inc. (ROAD). Age 36; tenure since 2018. Education: Juris Doctor (Vanderbilt University Law School) and B.S. in Accounting (Auburn University) . Company performance context over Brooks’s tenure: revenue expanded materially and EBITDA increased, and the company’s PSU programs recorded strong relative TSR adjustments (+15% at the 92nd percentile vs Russell 2000 for FY2022–FY2024; +15% at the 78th percentile for FY2021–FY2023) .
Company financials during Brooks’s tenure:
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($USD) | $783,238,000 * | $785,679,000 * | $910,739,000 * | $1,301,674,000 * | $1,563,548,000 * | $1,823,889,000 * |
| EBITDA ($USD) | $87,472,000* | $92,854,000* | $84,485,000* | $99,132,000 * | $157,135,000* | $211,762,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Maynard, Cooper & Gale, P.C. (Birmingham, AL) | Corporate attorney | Prior to joining CPI (date not specified) | Counsel to public/private companies on M&A, securities offerings, and regulatory compliance |
External Roles
- None disclosed in the proxy for Brooks .
Fixed Compensation
- Individual pay details for Brooks are not disclosed; the Summary Compensation Table covers only named executive officers (CEO/CFO and selected SVPs) and does not include Brooks .
Performance Compensation
Management incentive architecture (applies to executives eligible for LTIPs; Brooks’s individual grants are not disclosed):
- Annual cash incentives emphasize consolidated Adjusted EBITDA (50% weighting) plus individual/additional company goals (50%) with a 0–120% payout curve vs target .
- LTIP-A: Time-based restricted stock/RSUs vesting ratably over four years for retention .
- LTIP-B: PSUs with three-year performance periods; 50% weighting to compound aggregate revenue growth vs target and 50% to average Adjusted EBITDA margin vs target; final shares modified ±15% by relative TSR vs Russell 2000 (upward only if TSR positive) .
Key LTIP-B parameters for the FY2024–FY2026 cycle:
| Metric | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Compound aggregate revenue growth vs target | 50% | 89% → 75% payout | 100% → 100% payout | ≥112% → 150% payout | Interpolated; 0% below threshold |
| Average Adjusted EBITDA margin vs target | 50% | 95.2% → 75% payout | 100% → 100% payout | ≥104.8% → 150% payout | Interpolated; 0% below threshold |
| Relative TSR vs Russell 2000 | Modifier | ≤25th percentile: −15% | Median: 0% | ≥75th percentile: +15% | Straight-line interpolation; upward only if TSR positive |
Recent realized PSU outcomes (company-wide NEOs, indicative of program rigor):
- FY2021–FY2023 PSU cycle: 25.8% compound revenue growth (max payout) and sub-target ROCE (no payout for ROCE); TSR at the 78th percentile → +15% modifier .
- FY2022–FY2024 PSU cycle: 26.1% compound revenue growth (max payout) and below-target ROCE; TSR at the 92nd percentile → +15% modifier .
Equity Ownership & Alignment
- Beneficial ownership detail for Brooks is not presented in the Security Ownership tables (directors, NEOs, and 5% holders only) . No specific pledge or hedge disclosures identifying Brooks appear in the proxy.
- Hedging policy: Directors/officers are prohibited from short sales, puts/calls, and other derivatives, with limited exceptions (benefit plan transactions or approved prearranged trading plans entered during open windows) .
- Pledging: The company permits pledging only with prior approval; examples include pledges by CEO Smith and SVP Harper (explicitly disclosed), but no pledge disclosure naming Brooks .
Employment Terms
- No individual Employment Agreement is disclosed for Brooks. Employment Agreements are disclosed for NEOs (CEO/CFO/selected SVPs) and include:
- Term: April 1, 2020 (or April 1, 2023 for CFO) through April 1, 2025; 2025 proxy states agreements will not renew after expiration .
- Severance (termination without cause or for good reason): 1.5× the average of combined base salary plus cash bonus over the prior two fiscal years, paid over 18 months; 18 months of health insurance; up to $10,000 outplacement .
- Restrictive covenants: Non-compete, non-solicit, confidentiality, and non-disparagement during the term and for 18 months post-termination .
- Right of first refusal: Company may purchase Class B shares upon transfer/convert during term and 18 months post-termination .
- Clawback: Incentive compensation (cash and equity) subject to recoupment in case of an accounting restatement, irrespective of misconduct .
- Equity vesting: No automatic acceleration on termination (general rule); Compensation Committee retains discretion to accelerate, including upon change in control .
Investment Implications
- Data scarcity: Brooks is not a named executive officer; his individual compensation, grants, and ownership are not disclosed in the proxy. That limits direct assessment of his pay-for-performance alignment and personal selling/pledging behavior .
- Program-level alignment: Company incentive design strongly ties long-term pay to revenue growth, EBITDA margin, and relative TSR, with demonstrated high TSR percentile outcomes (+15% modifiers in recent cycles), signaling robust performance alignment across senior leadership cohorts .
- Retention/contract risk: NEO Employment Agreements expire April 1, 2025 with no renewal, indicating a potential shift toward at-will or updated agreements; Brooks’s individual contract status is not disclosed, but standard restrictive covenants and clawbacks apply broadly, mitigating transition risk .
- Governance/hedging controls: Prohibitions on hedging and controlled pledging (pre-approval) reduce misalignment risks; no pledge disclosure for Brooks, which is neutral-to-positive from an alignment lens .
Notes: Financial values marked with an asterisk are retrieved from S&P Global.