DEF 14A of Vulcan Materials CO
Filed Mar 24, 2025 · FY20240001140361-25-010021
VOTING MATTERS
| Outstanding Equity Awards at Fiscal Year-End | 66 | | Deferred Compensation Plan | 67 | | Option Exercises and Stock Vested | 68 | | Retirement Benefits | 69 | | Payments Upon Termination or Change of Control | 70 | | CEO Pay Ratio | 76 | | Pay Versus Performance | 77 | | Policies and Practices Related to the Grant of Certain Equity Awards | 80 | | Director Compensation | 81 | | Director Summary Compensation Table | 82 | | Annual Meeting and Voting Information | 83 | | General Information | 89 | | Delinquent Section 16(a) Reports | 89 | | Shareholder Proposals and Nominations for 2026 | 89 | | Forward-Looking Statements | 90 | | ANNEX A: Reconciliation of Non-GAAP Financial Measures | A-1 | | ANNEX B: Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan | B-1 |
COMPENSATION HIGHLIGHTS
| 1. | SOSARs refers to Stock-Only Stock Appreciation Rights. Restricted Stock refers to Restricted Stock Units (RSUs). Performance Shares refers to Performance Share Units (PSUs). See page 57 for more details. |
Election of Directors
Election of Directors Our constituent documents provide that our Board shall be divided into three classes, with the term of office of one class expiring each year and the number of directors in each class being as nearly equal as possible. At the Annual Meeting, four individuals will be elected to serve for three-year terms expiring in 2028, or until their successors have been duly elected and qualified. Our Board, upon the recommendation of the Governance Committee, has nominated Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III as directors to serve three-year terms expiring in 2028. In accordance with the bylaws of the company, our Board of Directors is required to be composed of not fewer than nine nor more than thirteen directors.
Board Composition and Director Qualifications
Board Composition and Director Qualifications Directors are responsible for reviewing and approving corporate strategy and overseeing the management of the company to assure that the long-term interests of the shareholders are being served. The Board believes that it needs a diverse skill set among its members to be able to respond to the needs of management and the company. The Governance Committee and full Board annually review the overall composition of the Board in order to ensure that Board members have the appropriate mix of skills and experience to best serve the company and its shareholders. The Governance Committee and the Board use a director skills matrix, a version of which is included below, in conducting this review. The Governance Committee is also responsible for evaluating each director’s individual performance and contributions to the Board, as well as each director’s qualifications, skills, independence and competence, prior to recommending an existing director to the Board for re-nomination. The following pages list the four directors nominated for re-election at the 2025 Annual Meeting and the eight directors with continuing terms that expire in subsequent years, as well as biographical information for all directors.
Board Composition and Director Qualifications
| Your Board of Directors recommends a vote “FOR” the election of Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III as directors for three-year terms expiring in 2028. |
Board Composition and Director Qualifications
| Vulcan Materials Company | 5 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
DIRECTOR COMPETENCIES
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 6 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Lydia H. Kennard | | | | | Age: 70 | Director Since: 2022 | Committees: Audit; Safety, Health and Environmental Affairs | | Career Highlights President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions, Glendale, California (a leading provider of construction management services for public infrastructure projects) since 2007; founding principal of KDG Aviation (an operator and developer of general aviation facilities) since 2007. | | | | | Other Public Company Directorships • Prologis, Inc. • Freeport-McMoRan, Inc. | | | | | Skills and Qualifications • Ms. Kennard serves in a dual capacity as President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions (QES). KDG Construction Consulting provides program and construction management services to public and institutional clients throughout California and the Western United States. QES provides pavement engineering and construction inspection services throughout North America. Since 2007, she has also served as a founding principal of KDG Aviation, an operator and developer of general aviation facilities. Ms. Kennard served on the board of directors of AECOM from 2020 to 2025. • From August 1999 through November 2003 and again from October 2005 through February 2007, Ms. Kennard served as the Chief Executive Officer of Los Angeles World Airports (LAWA), the nation’s second largest airport system, which includes Los Angeles International (LAX). During her tenure, she managed approximately 3,000 employees and annual budget of nearly $1 billion. • She served as a Trustee of the University of Southern California from 2005 until her election as a Life Trustee of the University in June 2020. • She holds a juris doctor degree from Harvard Law School, a master’s degree in City Planning from the Massachusetts Institute of Technology, and a bachelor’s degree in Urban Planning and Management from Stanford University. • Ms. Kennard’s career has spanned corporate law, real estate development, and urban planning, and her experience as a successful CEO in the infrastructure construction management space and her diverse perspective add valuable insights to the Board. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 7 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Kathleen L. Quirk | | | | | Age: 61 | Director Since: 2017 | Committees: Executive; Audit; Finance | | Career Highlights President and Chief Executive Officer of Freeport-McMoRan Inc., Phoenix, Arizona (a leading international mining company and the world’s largest publicly traded copper producer); Director of the Board since 2021; Executive Vice President and Chief Financial Officer from 2007 to 2021. | | | | | Other Public Company Directorships • Freeport-McMoRan, Inc. | | | | | Skills and Qualifications • Ms. Quirk is President and Chief Executive Officer of Freeport-McMoran, Inc., a leading international mining company. She has over 30 years of experience in the Freeport organization and has been instrumental in Freeport’s strategic planning. Prior to being named Chief Executive Officer, Ms. Quirk served as Freeport’s Chief Financial Officer since 2003. • She received her bachelor’s degree in accounting from Louisiana State University. • Ms. Quirk’s strong finance and accounting background, including her status as an “audit committee financial expert,” makes her well qualified to serve as the Chair of our Audit Committee and a member of our Finance Committee. She also brings to our Board extensive experience in working with debt and equity markets along with a deep knowledge of tax, investor relations, corporate development and treasury management. • With over 30 years’ experience in the mining industry, Ms. Quirk has a keen understanding of the operational, governmental and regulatory issues facing our industry. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 8 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | David P. Steiner | | | | | Age: 64 | Director Since: 2017 | Committees: Executive; Finance; Governance | | Career Highlights Retired; Former President and Chief Executive Officer of Waste Management, Inc., Houston, Texas (a leading provider of integrated waste management services in North America) from March 2004 to November 2016. | | | | | Other Public Company Directorships • FedEx Corporation | | | | | Skills and Qualifications • Prior to being named Chief Executive Officer of Waste Management, Inc., Mr. Steiner served in various capacities with Waste Management, including as Executive Vice President and Chief Financial Officer from 2003 to 2004, and as Senior Vice President, General Counsel and Corporate Secretary from 2001 to 2003. • He serves on the board of directors of FedEx Corporation and formerly served on the boards of TE Connectivity Ltd. (previously known as Tyco Electronics, Ltd.) and Waste Management, Inc. • Mr. Steiner earned his bachelor’s degree in accounting from Louisiana State University and holds a Juris Doctor from the University of California, Los Angeles, School of Law. • Mr. Steiner brings to our Board valuable insight into business, leadership and management issues facing large industrial companies. His experience as CEO of Waste Management, Inc. and as chair of the governance, safety and public policy committee of FedEx Corporation makes him well qualified to serve on our Governance and Finance Committees. His experience on the Board of Directors of AMP Robotics Corp. provides our Board with additional insights related to artificial intelligence. • Additionally, he brings to our Board a keen understanding of issues involving trucking and logistics management and land use, key components of our business. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 9 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Lee J. Styslinger, III | | | | | Age: 64 | Director Since: 2013 | Committees: Compensation & Human Capital; Governance | | Career Highlights Former Chairman (2011-2021) and Chief Executive Officer (1997-2021) of Altec, Inc., Birmingham, Alabama (a holding company for businesses that design, manufacture and market equipment for the electric and telecommunications industries globally). | | | | | Other Public Company Directorships • Regions Financial Corporation | | | | | Skills and Qualifications • Mr. Styslinger serves as a Director of the Board of Altec, which has products and services in over 100 countries, and has over 20 years’ experience leading companies engaged in the heavy equipment industry. He previously served as Co-Chairman of Altec, President from 1994 to 1997, President and Chief Executive Officer from 1997 to 2011, and Chairman and Chief Executive Officer from 2011 to 2021. He served on the board of directors of Workday, Inc. from 2016 to 2023. • He serves on the boards of many educational, civic and leadership organizations, including the Harvard Business School and the National Association of Manufacturers. He was appointed to the President’s Export Council, advising the President of the United States on international trade policy from 2006 to 2008. In 2017, Mr. Styslinger served on the President’s Manufacturing Council, and he currently serves on the President’s Advisory Committee for Trade Policy and Negotiations. • He received his Bachelor of Arts from Northwestern University and a Master of Business Administration from Harvard University. • Mr. Styslinger brings to our Board a wealth of management and business experience running a large company in today’s global market. Additionally, his expertise in the heavy equipment industry greatly benefits Vulcan, which is a major purchaser of heavy machinery and equipment. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 10 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Melissa H. Anderson | | | | | Age: 60 | Director Since: 2019 | Committees: Compensation & Human Capital; Safety, Health and Environmental Affairs | | Career Highlights Executive Vice President, Chief People and Transformation Officer of Albemarle Corporation, Charlotte, North Carolina (a leader in the global specialty chemicals industry) since 2024; Senior Vice President and Chief People Officer of Albemarle Corporation from 2021 to 2024; Executive Vice President and Chief Human Resources Officer of Duke Energy Corporation, Charlotte, North Carolina (one of the largest energy holding companies in the U.S.) from 2015 to 2020; Senior Vice President of Human Resources of Domtar Corporation, Fort Mill, South Carolina (a leading provider of fiber-based paper and personal care products) from 2010 to 2015; Senior Vice President of Human Resources and Government Relations of The Pantry Inc., Sanford, North Carolina (a leading independently operated convenience store chain) from 2006 to 2010; Vice President of Human Resources of Global Financing of IBM Corp., Armonk, New York (a multinational information technology company) from 2003 to 2006. | | | | | Skills and Qualifications • Ms. Anderson is Executive Vice President, Chief People and Transformation Officer of Albemarle Corporation and has worked as the top human resources executive for four publicly traded companies over the past 15 years. • She serves on the boards of several charitable and industry-focused organizations, including as the immediate past chair of the largest global HR organization, Society of HR Management, and the HR Policy Association. She is also a member of the Center for Executive Succession at the University of South Carolina’s Darla Moore School of Business. • She received a Bachelor of Science in industrial relations from the University of North Carolina at Chapel Hill and a Master of Science in industrial and labor relations from Cornell University. • Ms. Anderson has led large cultural and talent transformations across multiple industries and brings deep expertise in succession planning, executive development and executive compensation to the Board. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 11 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | O. B. Grayson Hall, Jr. | | | | | Age: 67 | Director Since: 2014 | Committees: Executive; Finance; Governance | | Career Highlights Retired; Former Executive Chairman of Regions Financial Corporation, Birmingham, Alabama (one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, mortgage and insurance products and services) and Regions Bank from July 2018 to December 2018; Chairman and Chief Executive Officer from December 2017 to July 2018; Chairman, President and Chief Executive Officer from 2013 to 2017; President and Chief Executive Officer from 2010 to 2013. | | | | | Other Public Company Directorships • Alabama Power Company | | | | | Skills and Qualifications • Mr. Hall is the former Chairman and Chief Executive Officer of Regions Financial Corporation. He joined Regions in 1980 and served in roles of increasing responsibility, including operations, technology and commercial banking. • He is a former Class A Director of the Federal Reserve Bank of Atlanta, and he is active in many civic and leadership organizations, including the Economic Development Partnership of Alabama and the Birmingham Business Alliance. • He graduated from the University of the South with a bachelor’s degree in economics. He also received a Master of Business Administration from the University of Alabama and is a graduate of the Stonier Graduate School of Banking, University of Pennsylvania. • Mr. Hall brings extensive management and business experience to our Board as well as a deep understanding of complex issues facing public companies. He further provides our Board with valuable experience in banking, finance and capital markets. In addition, as the former Chief Executive Officer of Regions, he has a substantial background in issues related to cybersecurity. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 12 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | James T. Prokopanko | | | | | Age: 71 | Director Since: 2009 | Committees: Compensation & Human Capital; Governance | | Career Highlights Retired; Former President and Chief Executive Officer of The Mosaic Company, Plymouth, Minnesota (a leading producer and marketer of concentrated phosphate and potash crop nutrients for the global agriculture industry) from January 2007 to August 2015; Senior Advisor from August 2015 until his retirement in January 2016. | | | | | Other Public Company Directorships • Regions Financial Corporation • Xcel Energy Inc. | | | | | Skills and Qualifications • Mr. Prokopanko joined The Mosaic Company in 2006 and served in various capacities, including as President and Chief Executive Officer, and Executive Vice President and Chief Operating Officer. Prior to joining Mosaic, he was with Cargill, Inc., where he served in a wide range of leadership positions, including as Corporate Vice President of Cargill Procurement, a leader of Cargill’s Ag Producer Services Platform and Vice President of the North America crops inputs business. • Mr. Prokopanko has a bachelor’s degree in computer science from the University of Manitoba and a Master of Business Administration from the University of Western Ontario. • His experience serving as the principal interface between management and the board at a New York Stock Exchange (NYSE)-listed company facilitates our Board’s performance of its oversight function. • Mr. Prokopanko’s executive management experience provides our Board with valuable insight into business, leadership and management issue, and he has been through a full economic cycle on our Board as a result of his tenure. Additionally, he brings to our Board considerable knowledge of issues facing a company engaged in extraction. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 13 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | George A. Willis | | | | | Age: 60 | Director Since: 2020 | Committees: Compensation & Human Capital; Safety, Health and Environmental Affairs | | Career Highlights Retired; Former President, U.S. Operations of UPS, Atlanta, Georgia (a global leader in logistics, distribution, transportation and freight services) from 2018 to 2020; President, West Region from 2015 to 2018; President, UK, Ireland and Nordics District from 2013 to 2015. | | | | | Skills and Qualifications • Mr. Willis is the former President, U.S. Operations of UPS, with more than 35 years’ experience in logistics and operations, including in managing a diverse transportation product portfolio in a range of domestic and international markets. He served on the board of directors of Atlas Air Worldwide Holdings, Inc. from 2022 to 2023. • He served on UPS’s Management Committee, which is responsible for long-term strategy and operating plans for the company’s worldwide operations. • Mr. Willis has a long history of board membership and community involvement. He currently serves on the Board of Directors of JM Huber Corporation and Airlines for America and is a member of the Executive Leadership Council. • He holds a bachelor’s degree in business administration and management from Trinity College and completed the Columbia Executive Education Program and the Yale CEO College Program. • Mr. Willis’ veteran leadership in logistics and operations provides our Board with invaluable insight on matters critical to our business. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 14 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Thomas A. Fanning | | | | | Age: 68 | Director Since: 2015 | Committees: Executive; Audit; Compensation & Human Capital | | Career Highlights Retired; Former Chairman of the Board, President and Chief Executive Officer of Southern Company, Atlanta, Georgia (one of the largest energy companies in the U.S. and a leading U.S. producer of energy) from 2010 to 2023. | | | | | Skills and Qualifications • Mr. Fanning is the former Chairman, President and Chief Executive Officer of Southern Company. He worked for Southern Company for more than 40 years and held 15 different positions in 8 different business units, including numerous officer positions with a variety of Southern Company subsidiaries in the areas of finance, strategy, international business development and technology. Mr. Fanning also previously served as Chief Financial Officer of Southern Company, where he was responsible for the accounting, finance, tax, investor relations, treasury and risk management functions. • As Co-chairman of both the Electricity Subsector Coordinating Council and Tri-Sector Coordinating Council, Mr. Fanning plays a leading role in national efforts to prevent and respond to cyber and physical terrorism for the U.S. electric system. As Chairman of the Cybersecurity & Infrastructure Security Agency’s Advisory Committee and Chair of the Institute of Nuclear Power Operations, Mr. Fanning has particular expertise with respect to energy policy, the economy, cybersecurity and national security. • He holds undergraduate and master’s degrees from the Georgia Institute of Technology and has completed several executive education programs. • As the former CEO of a large public utility, Mr. Fanning provides our Board with valuable business, leadership and management skills. His prior service as CFO of Southern Company and Chairman of the Federal Reserve Bank of Atlanta makes him well qualified to serve on our Audit Committee. Additionally, he brings to our Board a deep understanding of key issues facing an industrial company, including governmental and regulatory issues, and safety, health and environmental matters. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 15 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | J. Thomas Hill | | | | | Age: 66 | Director Since: 2014 | Committees: Executive | | Career Highlights Chairman of the Board of the company since January 2016 and Chief Executive Officer since July 2014. | | | | | Other Public Company Directorships • Regions Financial Corporation | | | | | Skills and Qualifications • Mr. Hill is Chairman and Chief Executive Officer of the company. He has been with the company for over 30 years, serving in a variety of operations and general management assignments of increasing responsibility. He was elected Chairman effective January 2016 and President and Chief Executive Officer in July 2014. He served as President through September 2023. He previously served as Executive Vice President and Chief Operating Officer from January 2014 until July 2014, and Senior Vice President—South Region from December 2011 to December 2013. He has also served as President of the company’s former Florida Rock Division and its Southwest Division. • Mr. Hill has served in leadership positions in a number of industry trade groups, including the Texas Concrete and Aggregates Association, the Florida Concrete and Products Association and the National Stone, Sand and Gravel Association. In addition, he has previously served on the boards of the U.S. Chamber of Commerce and the United Way of Central Alabama. • He is a graduate of the University of Pittsburgh and the Wharton School of Business, Executive Management Program. • Mr. Hill has over 30 years’ experience in the aggregates industry, including extensive experience with the company in operations and management over a wide variety of geographic regions. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 16 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Cynthia L. Hostetler | | | | | Age: 62 | Director Since: 2014 | Committees: Finance; Governance | | Career Highlights Trustee of Invesco Funds, Atlanta, Georgia (international mutual funds) since 2017; Director of Textainer Group Holdings Limited (lessor of intermodal containers) from 2021 to 2024; Director of Genesee & Wyoming Railroad Inc. (freight rail provider) from 2018 to 2020; Trustee of Aberdeen International Funds, New York, New York (international mutual funds) from 2013 to 2017; Director of Artio Global Funds, New York, New York (international mutual funds) from 2010 to 2013; Director of Edgen Group Inc., Baton Rouge, Louisiana (energy infrastructure) from 2012 to 2014; Head of Investment Funds, Overseas Private Investment Corporation, Washington, D.C. (international investment funds) from 2001 to 2009; President, First Manhattan Bancorporation, New York, New York (financial services) from 1990 to 2006. | | | | | Other Public Company Directorships • Resideo Technologies, Inc. • TriLinc Global Impact Fund, LLC | | | | | Skills and Qualifications • Ms. Hostetler is the former Head of Investment Funds at the Overseas Private Investment Corporation, and a former president of a regional bank and bank holding company. • She began her career as a corporate lawyer with Simpson Thacher & Bartlett in New York. • She serves on the board of the Investment Company Institute, the leading registered funds professional organization, as well as the Independent Directors Council, the professional group for independent directors of mutual funds. • Ms. Hostetler earned her bachelor’s degree from Southern Methodist University and holds a Juris Doctor from the University of Virginia School of Law. • Ms. Hostetler brings to our Board significant financial, investment and audit committee experience and has developed risk assessment skills through her bank, private equity and mutual fund leadership. She is an experienced public and investment company board member, having served on a number of public and private company boards, with committee chair positions that include audit, nominating and governance and investment management. | | | |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 17 | 2025 PROXY STATEMENT |
DIRECTOR COMPETENCIES
| | Richard T. O’Brien | | | | | Age: 71 | Director Since: 2008 | Committees: Executive; Audit; Safety, Health and Environmental Affairs | | Career Highlights Independent consultant since October 2015; Former President and Chief Executive Officer of Boart Longyear Limited, Salt Lake City, Utah (an international provider of drilling services, drilling equipment and performance tooling for mining and drilling companies) from 2013 to 2015; Chief Executive Officer of Newmont Mining Corporation, Greenwood Village, Colorado (an international gold production company) from 2007 to February 2013. | | | | | Other Public Company Directorships • New Gold Inc. • Xcel Energy Inc. | | | | | Skills and Qualifications • Mr. O’Brien became a director of Ma’aden (a Saudi Arabian mining company) in December 2017 and is a member of its executive committee. Mr. O’Brien previously served as a director of Pretium Resources Inc. from 2019 to 2022, Newmont Mining Corporation from 2007 to 2013 and Inergy L.P. from 2006 to 2012. • His work includes extensive experience with NYSE-listed companies in finance and accounting, operations and strategic business planning. • Mr. O’Brien earned his bachelor’s degree in economics from the University of Chicago and holds a Juris Doctor from the Lewis and Clark Law School. • Having served as CFO of four different public companies and as an “audit committee financial expert,” Mr. O’Brien provides the Board with considerable experience and acumen in financial reporting and accounting matters. • As a result of his tenure as CEO and CFO of Newmont Mining, Mr. O’Brien brings to the Board significant experience and knowledge of the mining and extraction industry. This gives him insight into the risks facing the company, particularly with respect to safety, health and environmental issues, and provides him with the tools to effectively assist in overseeing those risks. | | | |
DIRECTOR COMPETENCIES
| | Your Board of Directors recommends a vote “FOR” the election of Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III as directors. |
DIRECTOR COMPETENCIES
| Vulcan Materials Company | 18 | 2025 PROXY STATEMENT |
Approval of 2025 Omnibus Long-Term Incentive Plan
Approval of 2025 Omnibus Long-Term Incentive Plan
General Information
General Information The Compensation and Human Capital Committee and the Board of Directors have adopted the Vulcan Materials Company 2025 Omnibus Long-Term Incentive Plan (2025 Plan), subject to shareholder approval. If our shareholders approve the 2025 Plan, it will become effective on May 9, 2025 (Effective Date), replacing our current stock incentive plan, the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan (2016 Plan), which expires May 12, 2026. If approved, the 2025 Plan will serve as the sole equity incentive compensation plan under which future awards may be granted. Shareholder approval of the 2025 Plan is required to comply with applicable NYSE rules and allow the grant of incentive stock options to employee participants in the 2025 Plan. The following discussion is qualified by and subject to the terms of the 2025 Plan, a copy of which is attached as Annex B to this proxy statement. We will promptly provide, upon request and without charge, a copy of the full text of the 2025 Plan to each person to whom a copy of this proxy statement is delivered. Requests should be directed to our Investor Relations Department at 1200 Urban Center Drive, Birmingham, Alabama 35242. An electronic copy of the 2025 Plan is also available free of charge as Annex B to the electronic version of this proxy statement on the SEC’s website at www.sec.gov. Shareholders should refer to the 2025 Plan for more complete and detailed information about the 2025 Plan. Approval of the 2025 Plan should provide us with the flexibility and resources we need to use equity compensation and other incentive awards to continue to attract, retain and motivate talented employees, directors and consultants who are important to Vulcan’s long-term growth and success. The Board believes that our equity compensation program, as implemented under the 2016 Plan and enhanced under the 2025 Plan, positions Vulcan to remain competitive with comparable companies in our industry. The Board also believes that the 2025 Plan will incentivize eligible participants to achieve our business objectives and build shareholder value. In these ways, the 2025 Plan is intended to enhance the alignment of our employees’ and directors’ interests with those of our shareholders. If our shareholders do not approve the 2025 Plan, the Board and the Compensation and Human Capital Committee will reevaluate Vulcan’s compensation alternatives, given that the 2016 Plan expires on May 12, 2026.
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan Our compensation practices and the 2025 Plan include a number of features that the Board believes reflect responsible compensation and governance practices and promote the interests of Vulcan’s shareholders, including the following:
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Prudent Share Request and Efficient Use of Equity. Under the terms of the 2025 Plan, no more than 8,200,000 shares of common stock will be authorized for issuance under the 2025 Plan (subject to adjustment for anti-dilution purposes) without prior shareholder approval. If the 2025 Plan is adopted by our shareholders, no further grants will be made under the 2016 Plan. As of March 1, 2025, approximately 3,176,516 shares remained available for the grant of awards under the 2016 Plan. These shares will not be rolled into the 2025 Plan. Vulcan is committed to the efficient use of equity awards and is mindful of ensuring that our equity compensation program does not overly dilute the holdings of existing shareholders. See “Historical Annual Share Usage” below. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| Your Board of Directors recommends a vote “FOR” the approval of the 2025 Omnibus Long-Term Incentive Plan. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| Vulcan Materials Company | 19 | 2025 PROXY STATEMENT |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | No Stock Option or Stock Appreciation Right (SAR) Repricings without Shareholder Approval. The 2025 Plan, like the 2016 Plan, prohibits the repricing of stock options or SARs without shareholder approval. This limitation under the 2025 Plan applies to (i) direct repricings (lowering the exercise price of an option or SAR), (ii) indirect repricings (exchanging an outstanding option or SAR that is underwater in exchange for cash, for options or SARs with an exercise price less than that applicable to the original option or SAR, or for another equity award), and (iii) any other action that would be treated as a repricing under NYSE rules (subject to anti-dilution adjustments). |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Minimum Vesting Requirements. The 2025 Plan generally imposes minimum vesting periods of one year, subject to certain exceptions as described in “Administration; Amendment and Termination; Minimum Vesting Requirements” below. Our historical practice generally has been to impose three-year vesting periods for employee equity awards. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Double Trigger Vesting on a Change of Control. The 2025 Plan generally provides that awards will not vest upon a change of control of Vulcan unless: (i) awards are not assumed, substituted or continued by the surviving company, or (ii) even if such awards are assumed, substituted or continued by the surviving company, only upon a participant’s termination of employment or service without cause or for good reason within specified time periods related to the change of control. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Prudent Change of Control Provisions. The 2025 Plan includes prudent change of control triggers, such as requiring a change in beneficial ownership of more than 30% of our voting stock or consummation (rather than shareholder approval) of a significant merger or other transaction in order for a “change of control” to be deemed to have occurred. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Conservative Share Management Provisions. The share reserve under the 2025 Plan is reduced by one share for each share issued pursuant to an option or SAR and by 1.8 shares for each share issued pursuant to a full value award (as defined below under “Share Limitations”). This helps to further manage the potential dilutive effect of the 2025 Plan since shares subject to full value awards count more heavily against the share reserve. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Prohibition of Certain Share Recycling or “Liberal Share Counting” Practices. The 2025 Plan does not allow shares to be added back to the maximum share limitation under the 2025 Plan if they were (i) withheld from an award or delivered by a participant to satisfy tax withholding requirements for awards, (ii) not issued or delivered as a result of the net settlement of an outstanding 2025 Plan option or SAR, (iii) withheld or delivered to pay the exercise price related to an outstanding 2025 Plan option or SAR or (iv) repurchased on the open market with the proceeds of the exercise price. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Forfeiture and Recoupment; Clawback Policy. The 2025 Plan authorizes the Administrator to require forfeiture and/or recoupment of a participant’s plan benefits if the participant engages in certain types of detrimental conduct and to require that a participant be subject to our compensation recovery policies or similar policies that are applicable to the participant or that are imposed under applicable laws. Participants who are executive officers will also be subject to our clawback policy, and participants may also be subject to any other applicable compensation recovery policy or similar policies adopted by Vulcan from time to time or imposed under award agreements or applicable laws. Our clawback policy provides for the recovery of certain cash- and/or equity-based incentive compensation paid to a covered officer in the event that such officer received incentive compensation based on financial results that are subsequently restated due to the officer’s misconduct. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Stock Ownership Guidelines. Under our Stock Ownership Guidelines, Vulcan’s executive officers, other selected officers and employees and members of our Board are subject to minimum stock ownership guidelines, and, with respect to covered employees, equity retention requirements. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Independent Committee Administration. Like the 2016 Plan, the 2025 Plan will be administered by the Compensation and Human Capital Committee. All members of our Compensation and Human Capital Committee are non-management directors who are intended to be “independent” under NYSE listing standards, SEC rules and regulations and the Board’s Director Independence Criteria. In addition, each Compensation and Human Capital Committee member is intended to be a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | No Dividends or Dividend Equivalents on Unearned Awards. Dividends and dividend equivalents on awards (other than options or SARs) issued under the 2025 Plan may only be paid if and to the extent the award has vested or been earned; no dividends may be paid on options or SARs. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Prohibition Against Hedging and Pledging. Vulcan prohibits directors and officers from pledging Vulcan shares as collateral for loans or any other purpose, and from engaging in short sales of Vulcan stock or similar transactions intended to hedge or offset the market value of Vulcan stock owned by them. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Reasonable Plan Duration. The 2025 Plan is limited to a 10-year term and no awards may be granted under the 2025 Plan after May 8, 2035. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | No Discounted Stock Options or SARs and Limit on Option and SAR Terms. The 2025 Plan requires that stock options and SARs have an exercise price equal to or greater than the fair market value of our common stock on the date of grant, consistent with current practices under the 2016 Plan. In addition, the term of an option or SAR is limited to 10 years. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| Vulcan Materials Company | 20 | 2025 PROXY STATEMENT |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Limitation on Non-Employee Director Awards. The 2025 Plan provides that the maximum number of shares subject to awards granted during any 12-month period to a non-employee director, together with any cash fees paid during the 12-month period for service as a non-employee director, may not exceed $1,500,000 in total value (calculating the value of awards based on the fair market value per share on the grant date). |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | Limits on Transferability of Awards. The 2025 Plan does not permit awards to be transferred for value or other consideration. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
| • | No “Evergreen” Provision. The 2025 Plan requires shareholder approval of any additional authorization of shares (other than adjustments for anti-dilution purposes), rather than permitting an annual “replenishment” of shares under an “evergreen” plan provision. |
“Best Practices” Integrated Into Vulcan’s Equity Compensation Program and the 2025 Plan
Approval of the 2025 Plan will position Vulcan to continue and expand these best practices.
Additional Information Regarding Equity Awards
Additional Information Regarding Equity Awards
Outstanding Awards and Share Reserves
Outstanding Awards and Share Reserves The following table provides additional information regarding outstanding equity awards and shares available for future awards under the 2016 Plan and the 2006 Omnibus Long-Term Incentive Plan (2006 Plan) as of March 1, 2025 (determined, in the case of outstanding performance-based awards, based upon the maximum number of shares that may be delivered). Awards granted under the 2016 Plan and the 2006 Plan that are outstanding on the Effective Date will continue in accordance with their terms, and thus shares subject to such awards will be issued if and to the extent provided under such award terms. As of March 1, 2025, approximately 3,176,516 shares remained available for the grant of awards under the 2016 Plan. These shares will not be rolled into the 2025 Plan. As of March 1, 2025, there were a total of 132,271,184 shares of our common stock outstanding.
Outstanding Awards and Share Reserves
| Name of Incentive Plan | Total Shares Underlying Outstanding SAR Awards(1) (#) | Weighted Average Exercise Price of Outstanding SAR Awards ($) | Weighted Average Remaining Contractual Life of Outstanding SAR Awards (Years) | Total Shares Underlying Outstanding Unvested, Time-Based Restricted Stock Units (#) | Total Shares Underlying Outstanding Unvested, Performance- Based Restricted Stock Units(2) (#) | Total Shares Currently Available for Grant (#) | | 2006 Omnibus Long-Term Incentive Plan(1) | 3,000 | 92.69 | 0.96 | 41,682 | 0 | 0 | | 2016 Omnibus Long-Term Incentive Plan | 467,097 | 175.35 | 6.29 | 337,597 | 335,714 | 3,176,516 |
Historical Annual Share Usage
| | Shares Underlying SAR Awards(1) (#) | Shares Underlying Full Value, Time-Based Equity Awards(2) (#) | Shares Underlying Full Value, Performance- Based Equity Awards(3) (#) | | Non-Vested as of December 31, 2021 | 140,004 | 205,280 | 692,658 | | Granted in 2022 | 69,015 | 76,036 | 233,650 | | Vested in 2022 | 70,750 | 86,326 | 353,776 | | Forfeited in 2022 | 0 | 9,502 | 16,064 | | Non-Vested as of December 31, 2022 | 138,269 | 185,488 | 556,468 | | Granted in 2023 | 61,960 | 133,902 | 252,020 | | Vested in 2023 | 69,956 | 63,722 | 268,474 | | Forfeited in 2023 | 5,116 | 18,995 | 26,046 | | Non-Vested as of December 31, 2023 | 125,157 | 236,673 | 513,968 | | Granted in 2024 | 60,730 | 71,087 | 220,140 | | Vested in 2024 | 63,389 | 61,320 | 380,390 | | Forfeited in 2024 | 0 | 10,864 | 16,690 | | Non-Vested as of December 31, 2024 | 122,498 | 235,576 | 337,028 |
Historical Annual Share Usage
| (2) The shares reflected in this column are subject to awards in the form of RSUs. The shares indicated represent the number of shares that the participants may earn under the associated RSU award agreements. |
Historical Annual Share Usage
| (3) The shares reflected in this column are subject to awards in the form of PSUs. The number of shares represents the maximum number of shares that the participants may earn under the associated PSU award agreements. |
Share Limitations
Share Limitations The maximum aggregate number of shares of common stock that we may issue or deliver pursuant to awards granted under the 2025 Plan is 8,200,000 shares (subject to adjustment for anti-dilution purposes as provided in the 2025 Plan). Of this number, the maximum number of shares of common stock that we may issue pursuant to incentive stock options under the 2025 Plan is 8,200,000 shares (subject to anti-dilution adjustments as described in the 2025 Plan). For purposes of determining the number of shares of common stock to be counted against the maximum share limits described above, each share of common stock subject to an option or SAR will be counted against the limit as one (1) share, and each share of common stock subject to an award other than an option or SAR that is settled in stock (full value award) will be counted against the limit as 1.8 shares (unless the Administrator (as defined below under “Administration; Amendment and Termination; Minimum Vesting Requirement”) adopts different share counting rules that it deems appropriate). In addition, the following shares will be counted against the limits described above and will not be available for re-issuance: (i) shares withheld or delivered by a participant to satisfy tax withholding requirements for an award; (ii) shares not issued or delivered as a result of the net settlement of an outstanding award; (iii) shares withheld or delivered to pay the exercise price related to an outstanding option or SAR; and (iv) shares repurchased on the open market with the proceeds of the exercise price of an option.
Purpose and Eligibility; Term
Purpose and Eligibility; Term The purposes of the 2025 Plan are to encourage and enable selected employees, directors and consultants of Vulcan and its affiliates to acquire or increase their holdings of our common stock and other equity-based interests in Vulcan and/or to provide other incentive awards in order to promote a closer identification of their interests with those of Vulcan and our shareholders. The 2025 Plan is also intended to provide flexibility to Vulcan in its ability to motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of our operation largely depends. If approved by our shareholders, the effective date of the 2025 Plan will be May 9, 2025, and awards may be granted under the 2025 Plan until May 8, 2035 or any earlier termination date set by the Board. The 2025 Plan’s purposes will be carried out by the granting of awards to selected participants. Awards may be granted to selected employees, directors and consultants of Vulcan or our affiliates in the discretion of the Administrator. As of March 1, 2025, approximately 1,000 employees, 11 non-employee directors and certain of the company’s consultants (who have not yet been identified) were eligible to be selected to participate in the 2025 Plan. The types of awards authorized under the 2025 Plan include: options in the form of incentive options and/or nonqualified options; SARs in the form of freestanding SARs and/or related SARs; restricted awards in the form of restricted stock awards, restricted stock units and/or deferred stock units; performance awards in the form of performance shares and/or performance units; phantom stock awards; other stock-based awards; and/or dividend equivalent awards. We discuss the material terms of each type of award below under “Description of 2025 Plan—Types of Awards.”
Administration; Amendment and Termination; Minimum Vesting Requirements
Awards granted under the 2025 Plan will generally be subject to a minimum vesting (or earning) period of one year (with no installment vesting during such first year). However, the Administrator may provide for (i) the acceleration of vesting and/or exercisability of any award in its discretion, including but not limited to in cases of death, disability, retirement or other termination of employment or service or, in certain circumstances, a change of control of Vulcan (as described under “Description of 2025 Plan—Change of Control” below); (ii) the grant of an award without a minimum vesting period or with a shorter minimum vesting period, but only with respect to awards for no more than an aggregate of five percent of the total number of authorized shares of common stock under the 2025 Plan; and (iii) the grant of (A) awards to participants that have different vesting terms in the case of awards that are substituted for other equity awards in connection with mergers, consolidations or other similar transactions or (B) awards in exchange for foregone cash compensation. In addition, non-employee directors are also subject to a minimum vesting period, which shall be the first to occur of (i) the one year anniversary of the grant date of the award or (ii) the date of the next annual meeting following the shareholders meeting at which non-employee directors were elected or appointed to the Board, so long as the period between the date of the annual meeting of the company’s shareholders related to the grant date and the date of the next annual meeting of the company’s shareholders is not less than 50 weeks. Our current practice generally has been to impose three-year vesting for employee equity awards, although the Administrator has discretion to modify vesting schedules, subject to 2025 Plan terms. In certain circumstances, the Board may delegate authority (within specified parameters) to one or more officers to grant awards, and to make other determinations under the 2025 Plan with respect to such awards to participants who are not directors or officers subject to Section 16 under the Exchange Act. The 2025 Plan may be amended, suspended or terminated at any time by the Board, and awards made under the 2025 Plan may be amended, suspended or terminated at any time by the Administrator. However, shareholder approval is required of any 2025 Plan amendment if required by applicable laws, rules or regulations, and an amendment or termination of an award may not materially adversely affect the rights of a participant without the participant’s consent (except as otherwise provided in the 2025 Plan). In addition, shareholder approval is required to (i) amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; (ii) exchange outstanding options or SARs for cash, for options or SARs with an exercise price that is less than the exercise price of the original option or SAR, or for other equity awards at a time when the original option or SAR has an exercise price above the fair market value of Vulcan’s common stock; or (iii) take other action with respect to options or SARs that would be treated as a repricing under the rules of the principal stock exchange on which shares of our common stock are listed. The Administrator has unilateral authority to amend the 2025 Plan and any award under the 2025 Plan to the extent necessary to comply with applicable laws, rules or regulations, or changes thereto. In addition, the Administrator may adjust awards upon the occurrence of certain unusual or nonrecurring events or under certain other circumstances, as provided in the 2025 Plan.
Types of Awards
of shares upon exercise of the option, delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to Vulcan the amount of sale or loan proceeds to pay the exercise price or by such other payment methods as may be approved by the Administrator and which are acceptable under applicable law (or any combination of these methods). The Administrator will determine the term and conditions of an option, the period or periods during which a participant may exercise an option and any conditions on the ability of a participant to exercise an option. The option period may not exceed 10 years, or five years with respect to incentive options granted to an employee who owns more than 10% of the total combined voting power of all classes of our stock. Stock Appreciation Rights. SARs may be granted in the form of related SARs or freestanding SARs. A related SAR is granted to the holder of an option (related option) with respect to all or a portion of the shares of common stock subject to the related option, and a freestanding SAR is an SAR that is not granted in tandem with an option. The holder of an SAR is entitled to receive consideration equal to the excess, if any, of the fair market value of a share of our common stock on the date of exercise over the exercise price per share of such SAR. This consideration may be paid in cash, shares of common stock (valued at fair market value on the date of the SAR exercise) or a combination of cash and shares of common stock, as determined by the Administrator. The exercise price may be no less than 100% of the fair market value per share of our common stock on the date the SAR is granted (except for certain SARs assumed or substituted in a merger or other transaction where the exercise price is adjusted in accordance with applicable tax regulations). SARs are exercisable according to the terms established by the Administrator and stated in the applicable award agreement. An SAR may not be exercised more than 10 years after it was granted, or such shorter period as may apply to the related options in the case of related SARs. Restricted Awards. Restricted awards may be in the form of restricted stock awards, restricted stock units and/or deferred stock units that are subject to certain vesting conditions. Restricted stock awards are payable in shares of common stock. Restricted stock units and deferred stock units may be payable in cash or shares of common stock, or partly in cash and partly in shares of common stock, in accordance with the terms of the 2025 Plan and at the discretion of the Administrator. The Administrator will determine the restriction period and vesting conditions applicable to any restricted award. Vesting conditions may include payment of a specified purchase price, attainment of performance objectives, continued service or employment for a certain period of time, retirement, disability, death or other termination of employment or service or any combination of any such or other conditions. Performance measures may vary between participants and will be based upon such performance factors or criteria as the Administrator determines. Performance Awards. Performance awards may be in the form of performance shares and/or performance units. An award of a performance share is a grant of a right to receive shares of common stock, the cash value thereof or a combination thereof (as determined by the Administrator), which is contingent upon the achievement of performance or other objectives during a specified period, and which has a value on the date of grant equal to the fair market value of a share of common stock. An award of a performance unit is a grant of a right to receive shares of common stock or a designated dollar value amount of common stock, which is contingent upon the achievement of performance or other objectives during a specified period, and which has an initial value determined in a dollar amount established by the Administrator at the time of grant. The Administrator will determine the performance period for each performance award and will determine the conditions that must be met in order for a performance award to be granted or to vest or be earned. These conditions may include payment of a specified purchase price, attainment of performance objectives, continued service or employment for a certain period of time or a combination of attainment of performance objectives and continued service, retirement, disability, death or other termination of employment or service or a combination of any such or other conditions. Performance measures may vary between participants and will be based upon such performance factors or criteria as the Administrator determines. Phantom Stock Awards. Phantom stock awards consist of hypothetical share units with respect to shares of our common stock, with a value based on the fair market value of a share of common stock. The Administrator has authority to establish the terms and conditions of phantom stock awards, subject to the terms of the 2025 Plan. Upon vesting of all or part of a phantom stock award and satisfaction of any other terms and conditions that the Administrator establishes, the holder of a phantom stock award will be entitled to a payment of an amount equal to the fair market value of one share of our common stock with respect to each such phantom stock unit that has vested and is payable. We may make payment in cash, shares of common stock or a combination of cash and stock, as determined by the Administrator. Other Stock-Based Awards. The Administrator may grant other stock-based awards, which may be valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock or awards for shares of common stock. Such other stock-based awards include, but are not limited to, awards granted in lieu of bonus, salary or other compensation, awards granted with vesting or performance conditions and/or awards granted without being subject to vesting (subject to the minimum vesting
Change of Control
Change of Control Under the terms of the 2025 Plan, the following provisions will apply in the event of a change of control (except to the extent, if any, otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended (Code)):
Change of Control
| • | To the extent that the successor or surviving company in the change of control event does not assume or substitute for an award (or in which Vulcan is the ultimate parent corporation and does not continue the award) on substantially similar terms or with substantially equivalent economic benefits as awards outstanding under the 2025 Plan (as determined by the Administrator), (i) all outstanding options and SARs will become fully vested and exercisable, whether or not then otherwise vested and exercisable; and (ii) any restrictions, including but not limited to the restriction period, performance period and/or performance factors or criteria applicable to any award other than options or SARs will be deemed to have been met, and such awards will become fully vested, earned and payable to the fullest extent of the original grant of the applicable award (or, in the case of performance-based awards, the earning of which is based on attaining a target level of performance, such awards will be deemed earned (A) at the greater of actual performance or target performance if actual performance is determinable, or (B) at target performance if actual performance is not determinable). For these purposes, an award will not be considered to have been assumed, substituted or continued if the class of equity security underlying the award after the change of control event is not listed on the NYSE or The Nasdaq Stock Market. |
Change of Control
| • | In the event that an award is substituted, assumed or continued in the manner noted above, the award will become vested (and, in the case of options and SARs, exercisable) in full and any restrictions, including but not limited to the restriction period, performance period and/or performance factors or criteria applicable to any outstanding award will be deemed to have been met and such awards will become fully vested, earned and payable to the fullest extent of the original award (or, in the case of performance-based awards the earning of which is based on attaining a target level of performance, such awards will be deemed earned (A) at the greater of actual performance or target performance if actual performance is determinable, or (B) at target performance if actual performance is not determinable) if the employment or service of the participant is terminated within six months before (in which case vesting will not occur until the effective date of the change of control) or two years (or such other period after a change of control as may be stated in a participant’s employment, change of control, severance, consulting or similar agreement, plan or policy) after the effective date of a change of control if such termination of employment or service (i) is by Vulcan not for cause or (ii) is by the participant for good reason. |
Change of Control
| • | In addition, in the event that a performance-based award is substituted, assumed or continued in the manner noted above, the Administrator has the discretion to determine that such performance-based awards will be deemed earned as of the time of the change of control at the greater of actual performance or target performance if actual performance is determinable, or at target performance if actual performance is not determinable, and that, following the change of control event, the award will convert to a service-based award for the remainder of the award’s performance period, subject to accelerated vesting in the event that the participant’s termination is by Vulcan not for cause or by the participant for good reason within six months before or two years after the effective date of the change of control. Further, in the event that an award is substituted, assumed or continued, the Administrator may also determine that participants are entitled to value restoration payments equal to an amount no greater than the difference between the fair market value of the surviving entity’s common stock or equivalent equity security on the date of a change of control event and, if less, the fair market value of the surviving entity’s common stock or equivalent equity security on the date of vesting (less any applicable exercise price, as adjusted). |
Change of Control
| • | Notwithstanding the above, and unless an award agreement expressly provides otherwise, in the event that a participant has entered into or is a participant in a change of control, employment, severance, consulting, or other similar plan or agreement with or established by Vulcan or an affiliate, the participant will be entitled to the greater of the benefits provided upon a change of control of Vulcan under the 2025 Plan or the respective plan or agreement, and such other respective plan or agreement will not be construed to reduce the benefits provided to a participant under the 2025 Plan. |
Change of Control
| Vulcan Materials Company | 26 | 2025 PROXY STATEMENT |
Change of Control
The 2025 Plan includes a conservative definition of “change of control.” In general, a change of control will be deemed to have occurred only upon any of the following events:
Change of Control
| • | any individual, entity or group acquires beneficial ownership of 30% or more of Vulcan’s outstanding common stock (subject to certain exceptions); |
Change of Control
| • | a change in a majority of the members of the Board occurs that is not approved by at least a majority of the incumbent directors (excluding certain directors for purposes of this calculation); |
Change of Control
| • | consummation of a reorganization, merger, recapitalization, consolidation, sale or other disposition of all or substantially all of Vulcan’s assets or other similar transaction, unless, following such transaction, (i) Vulcan’s shareholders own more than 50% of the voting securities of the surviving entity; (ii) no single individual, entity or group owns 30% or more of the voting securities of the surviving entity (except to the extent that such ownership existed before the transaction); and (iii) at least a majority of the members of the board or other governing body of the surviving entity were members of Vulcan’s Board prior to the transaction; or |
Change of Control
| • | approval by the shareholders of a complete liquidation or dissolution of Vulcan. |
Advisory Vote on Compensation of Our Named Executive Officers (Say on Pay)
Advisory Vote on Compensation of Our Named Executive Officers (Say on Pay) In accordance with Section 14A of the Exchange Act, we are asking shareholders to approve, on an advisory basis, the compensation paid to our NEOs as disclosed in the Section entitled “Compensation Discussion and Analysis,” and in the compensation tables and narrative discussion contained in this proxy statement. While this vote is advisory and not binding on the company, it provides information to our Compensation & Human Capital Committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation & Human Capital Committee will consider when determining executive compensation in the future. At our 2023 Annual Meeting of Shareholders, our shareholders once again indicated a preference that the advisory vote on the compensation for our NEOs occur on an annual basis. Subsequently, our Board determined to continue its policy for annual “Say on Pay” advisory votes. It is expected that the next shareholder vote on the frequency of “Say on Pay” advisory votes will occur at our 2029 Annual Meeting of Shareholders. At our 2024 Annual Meeting of Shareholders, our shareholders voted over 97% in favor of our “Say on Pay” proposal. We believe this demonstrated strong support for our compensation program and policies. We have continued to analyze and make changes to our compensation program, considering new compensation trends and best practices, which led us to add our annual average growth rate of Aggregates cash gross profit per ton (versus a pre-determined target) as an additional metric, together with Total Shareholder Return, for determining payouts for PSUs, beginning with PSUs granted in 2019. We also participated in dialogues regarding our executive compensation program with many of our largest shareholders through our corporate governance shareholder engagement program. Please read the “Compensation Discussion and Analysis” Section on pages 46 to 62 for an in-depth look at our compensation program and how it was applied to the performance of our NEOs in 2024. Based on the foregoing, the Board recommends a vote FOR the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement.” As an advisory vote, this proposal is not binding on the company. However, our Board and Compensation & Human Capital Committee will consider the outcome of the advisory vote when making future compensation decisions.
Compensation & Human Capital Committee
| • | interpreting and administering the Executive Incentive Plan (EIP), the Management Incentive Plan (MIP), the 2006 Plan, the 2016 Plan and, if approved by shareholders, the 2025 Plan; |
Finance Committee
| • | reviewing the company’s actual year-to-date financial performance, estimated full year financial performance and projected long-term financial performance; |
Board of Directors
Board of Directors Although the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, our Audit Committee focuses on financial risk, including internal controls, and cybersecurity risks. Our Audit Committee also assists the Board in fulfilling its duties and oversight responsibilities relating to the company’s compliance and ethics programs. In addition, our Safety, Health and Environmental Affairs Committee assists the Board in fulfilling its responsibilities with respect to monitoring operational risks and compliance with safety, health and environmental laws and regulations and works closely with the company’s legal and regulatory groups; it also assists the Board in overseeing sustainability-related risks. Our Compensation & Human Capital Committee also assists the Board in fulfilling its oversight responsibilities to create long-term value for the company, while discouraging behavior that leads to excessive risk taking, as well as risks related to human capital management. Finally, our Finance Committee assists the Board in managing risk relating to investment of the company’s pension fund assets and debt/leverage risks. The Board is kept informed of its committees’ risk oversight and other activities through reports of the committees’ chairs to the Board. These reports are presented at Board meetings and include discussions of committee agenda topics. The Board also considers specific risk topics, including risks associated with our strategic plan, our capital structure, our development activities and other current risk topics and recommends responsive actions taking into account the immediacy of the risk assessed. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the company and that our Board structure supports this approach. To further illustrate our approach, the Board devotes significant time and attention to the oversight of cybersecurity and information security risks, and benefits from the technical expertise of certain of its members, namely Messrs. Fanning and Hall. In particular, the Audit Committee oversees management’s actions to identify and assess material issues related to cybersecurity and information security risks, including actions to mitigate such risks; annually reviews and approves our information security management policy and program; and receives regular updates from management on our information security management program and cyber risk profile. The company’s management risk committee is also focused on these matters. The company’s management and the Board and Board Committees also engage outside advisors where appropriate to assist in the identification, oversight, evaluation and management of the risks facing the company. These outside advisors include but are not limited to the company’s independent registered public accounting firm, external legal counsel and insurance providers, and the independent compensation consultant retained by the Compensation & Human Capital Committee. This collaboration between the Board, the Audit Committee and members of management ensures broad oversight of the evolving nature of cybersecurity and information security risks.
Equity Compensation Plans
Equity Compensation Plans The table below sets forth information regarding the number of shares of our common stock authorized for issuance under our equity compensation plans as of December 31, 2024.
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C) | | Equity compensation plans approved by security holders(1): | | | | | 2006 Omnibus Long-Term Incentive Plan(2) | | | | | Stock-Only Stock Appreciation Rights | 10,700 | $83.13 | | | Deferred Stock Units for Non-employee Directors | 41,682 | | | | Total 2006 Omnibus Long-Term Incentive Plan | 52,382 | | 0(2) | | 2016 Omnibus Long-Term Incentive Plan | | | | | Stock-Only Stock Appreciation Rights | 415,067 | $164.42 | | | Performance Share Units | 329,087 | | | | Restricted Stock Units | 235,576 | | | | Deferred Stock Units for Non-employee Directors | 36,999 | | | | Restricted Stock Units for Non-employee Directors | 34,947 | | | | Total 2016 Omnibus Long-Term Incentive Plan | 1,051,676 | | 4,396,033 | | Equity compensation plans not approved by security holders | NONE | | NONE | | Total of All Plans | 1,104,058 | | 4,396,033 |
EQUITY COMPENSATION PLAN INFORMATION
| 1. | All of the company’s equity compensation plans have been approved by the shareholders of the company. Column (A) sets forth the number of shares of common stock issuable upon the exercise of options, warrants or rights outstanding under the 2006 Plan and the 2016 Plan. The weighted-average exercise price of outstanding stock options is shown in Column (B). The remaining number of shares that may be issued under the equity compensation plans are shown in Column (C). |
EQUITY COMPENSATION PLAN INFORMATION
| 2. | Future grants will not be made under this plan. The plan will be used only for the administration and payment of grants that were outstanding when the 2016 Plan was approved. |
EQUITY COMPENSATION PLAN INFORMATION
| Vulcan Materials Company | 45 | 2025 PROXY STATEMENT |
Compensation Principles
| OUR THREE COMPENSATION PRINCIPLES | | | Link a significant portion of compensation to performance. We believe that compensation levels should reflect performance—both Vulcan’s performance and the NEO’s performance. This is accomplished by: • Motivating, recognizing and rewarding individual excellence • Paying short-term cash incentives based upon company financial performance and individual performance • Linking long-term incentives to company stock performance through the use of Performance Share Units (PSUs), Restricted Stock Units (RSUs) and Stock-Only Stock Appreciation Rights (SOSARs) | Maintain competitive compensation levels. We strive to offer programs and levels of compensation that are competitive with those offered by industrial companies of similar size, value and complexity in order to attract, retain and reward our NEOs. | | | Align management’s interests with those of shareholders. Our program encourages NEO retention and motivates our NEOs to increase long-term shareholder value by granting long-term equity-based awards each year and tying short-term cash incentives to the achievement of economic profit targets closely aligned with the creation of shareholder value. |
Compensation Principles
Our NEOs are primarily rewarded through performance-based cash and equity incentive awards, with only a small portion of their overall compensation awarded in the form of base salary. This serves to both encourage and recognize strong company performance and stock price growth, further driving shareholder value. Long-term equity incentives are awarded through a combination of PSUs, RSUs and SOSARs in order to tie executive compensation more closely to company performance. The diagrams below depict each element of target compensation expressed as a percentage of total target direct compensation for our Chief Executive Officer and other NEOs, expressed as an average, for 2024.
Compensation Principles
| 1. | SOSARs refers to Stock-Only Stock Appreciation Rights. Restricted Stock refers to RSUs. Performance Shares refers to PSUs. |
Compensation Practices
| | WHAT WE DO | | WHAT WE DON’T DO | | • Tie pay to performance by ensuring that a significant portion of NEO compensation is variable and performance-based • Apply a market based approach for determining target compensation • Utilize PSUs as a substantial portion of long-term incentive awards • Apply “Double-Trigger” change of control vesting requirement for long-term incentive awards • Require substantial share ownership under our stock ownership guidelines • Prohibit transactions by our directors and officers intended to hedge or offset the market value of Vulcan stock owned by them • Subject cash and equity-based incentive compensation to a clawback policy • Consider feedback provided by our shareholders related to executive compensation matters | | • Provide employment contracts for our executives • Permit repricing of stock options or SOSARs without shareholder approval • Allow pledging by our directors and officers of Vulcan shares as collateral for loans or any other purpose • Provide excessive change of control benefits. Our Change of Control Agreements do not provide for: – “Single-trigger” vesting of long-term incentive awards; – Inclusion of long-term incentive value in the calculation of cash severance; or – Excise tax gross-ups | |
ELEMENTS OF COMPENSATION
| • | Short-term performance-based cash incentive |
ELEMENTS OF COMPENSATION
| • | Long-term equity incentives |
ELEMENTS OF COMPENSATION
| • | Change of control agreements |
Base Salary
| • | Competitive pay levels for similarly-situated executives set forth in compensation surveys and within our peer group |
Base Salary
| | To further our goal of aligning the executives’ interests with those of our shareholders, we generally reward superior performance through our short-term cash incentive program and long-term equity-based incentives rather than through base salary. |
Short-Term Performance-Based Incentive
Short-Term Performance-Based Incentive Our short-term cash incentive program is designed to motivate our executives, including the NEOs, and reward them with cash payments for achieving quantifiable results versus pre-established business and individual performance goals. We pay short-term incentives to all of our NEOs under the shareholder-approved Executive Incentive Plan (EIP). At the beginning of the plan year, the Compensation & Human Capital Committee determined the target bonus as well as the maximum bonus payable for each NEO; the bonus methodology is described in greater detail in the following sections. Target bonus opportunities (expressed as a percentage of salary) were determined based on market benchmarking of comparable roles as prepared by our independent compensation consultant as well as internal equity considerations. Maximum bonus opportunities are set equal to 250% of the target.
Safety Performance
Safety Performance The Compensation & Human Capital Committee also considered the company’s safety performance when determining final earned bonuses for our NEOs. In 2022, the company changed the short-term safety bonus metrics to reflect both lagging indicator (MSHA/OSHA combined incident injury rate) and leading indicator (fatality prevention) performance metrics. The safety bonus metrics may increase or decrease each NEO’s bonus multiple by up to 20 points. A bonus multiple point is equal to 1% of the NEO’s target bonus. For 2024, the company achieved an MSHA/OSHA combined incident injury rate (excluding incidents that occurred on a public roadway where the company’s driver was not at fault) of 1.25 for every 200,000 employee hours worked. Based on the company’s MSHA/OSHA injury rate experience for the year (excluding incidents that occurred on a public roadway where the company’s driver was not at fault), facilities having completed 100% of their serious injury and fatality prevention observations and engagements, and facilities having completed 100% of the executive reviews related to serious or potentially serious incidents, each NEO received an increase of 7.5 points to the performance bonus multiple used to calculate his or her bonus for 2024. The table below shows the target bonus and the short-term incentive paid to each NEO based on 2024 company and individual performance. Under the EIP, bonus payments may be up to four times each NEO’s target amount (but not to exceed $7 million). However, the maximum bonus allowed by the Compensation & Human Capital Committee equals 2.5 times the NEO’s target bonus. Earned bonuses did not exceed the maximum bonuses.
Safety Performance
| Name | Base Salary | “Target Bonus” as a Percentage of Base Salary | Target Bonus Amount | Cash Bonus Paid Based on 2024 Performance | | Tom Hill | $1,235,000 | 160% | $1,976,000 | $2,776,300 | | Tom Baker | $800,000 | 100% | $800,000 | $1,124,000 | | Stan Bass | $695,000 | 100% | $695,000 | $976,500 | | Mary Andrews Carlisle | $675,000 | 95% | $641,250 | $901,000 | | Ronnie Pruitt | $760,000 | 100% | $760,000 | $1,067,800 |
Long-Term Equity Incentives
Long-Term Equity Incentives Our long-term equity incentive compensation program rewards the NEOs based on the future performance of the company by motivating the creation of shareholder value. The goals of the long-term incentive program are to:
Long-Term Equity Incentives
| • | Ensure NEOs’ financial interests are aligned with our shareholders’ interests |
Long-Term Equity Incentives
| • | Motivate decision-making that improves financial performance over the long-term |
Long-Term Equity Incentives
| • | Recognize and reward superior financial performance of the company |
Long-Term Equity Incentives
| • | Provide a retention element to our compensation program |
Long-Term Equity Incentives
| • | Promote compliance with the stock ownership guidelines for executives |
Long-Term Equity Incentives
Based on data and analysis from its independent compensation consultant and internal equity considerations, the Compensation & Human Capital Committee establishes a target long-term equity incentive opportunity, expressed as a percentage of each NEO’s base salary, to be used when granting long-term equity awards.
Long-Term Equity Incentives
| Vulcan Materials Company | 55 | 2025 PROXY STATEMENT |
Long-Term Equity Incentives
Our 2016 Plan, approved by our shareholders at our 2016 Annual Meeting of Shareholders, provides for the grant of multiple types of awards, including those listed below, that the Compensation & Human Capital Committee may use, at its discretion, for granting long-term incentives:
Long-Term Equity Incentives
| • | stock options |
Long-Term Equity Incentives
| • | SOSARs |
Long-Term Equity Incentives
| • | PSUs |
Long-Term Equity Incentives
| • | RSUs |
Long-Term Equity Incentives
In recent years, the Compensation & Human Capital Committee has used a combination of PSUs, RSUs and SOSARs for annual equity incentive grants to our NEOs.
2024 Long-Term Incentive Grants
2024 Long-Term Incentive Grants Annually at its February meeting, the Compensation & Human Capital Committee grants long-term incentive awards. All such equity-based awards are valued on the date of the grant. Typically, equity-based incentive grants are only made annually unless a hire or promotion occurs during the year. The Compensation & Human Capital Committee generally grants a combination of equity-based awards that produce an award value (Target LTI) on the date of the grant that falls between the 50th and 75th percentile of the market of awards made to similarly-situated executives determined by our competitive market analysis. However, the Compensation & Human Capital Committee may make adjustments each year to the number of units granted based on its assessment of each executive’s performance, experience and responsibilities, as well as internal equity considerations. In 2024, the Compensation & Human Capital Committee approved annual long-term incentive grants to the NEOs in the form of PSUs (60% of Target LTI value), RSUs (20% of Target LTI value) and SOSARs (20% of Target LTI value). The table below shows the target long-term incentive amount of each NEO:
2024 Long-Term Incentive Grants
| Name | Base Salary | “Target LTI” as a Percentage of Base Salary | Target LTI Amount | | Tom Hill | $1,235,000 | 690% | $8,521,500 | | Tom Baker | $800,000 | 365% | $2,920,000 | | Stan Bass | $695,000 | 295% | $2,050,250 | | Mary Andrews Carlisle | $675,000 | 270% | $1,822,500 | | Ronnie Pruitt | $760,000 | 330% | $2,508,000 |
2024 Long-Term Incentive Grants
A summary of all long-term incentive (LTI) grants made to NEOs in 2024 is as follows:
2024 Long-Term Incentive Grants
| | 2024 Annual Grants | | | | | Name | SOSARs | PSUs | RSUs | Total LTI Grants | | Tom Hill | 19,740 | 20,700 | 6,900 | 47,340 | | Tom Baker | 6,770 | 7,090 | 2,360 | 16,220 | | Stan Bass | 4,750 | 4,980 | 1,660 | 11,390 | | Mary Andrews Carlisle | 4,220 | 4,430 | 1,480 | 10,130 | | Ronnie Pruitt | 5,810 | 6,090 | 2,030 | 13,930 |
2024 Long-Term Incentive Grants
These awards are also reflected in the Summary Compensation Table on page 63 and the Grants of Plan-Based Awards table on page 65.
2024 Long-Term Incentive Grants
| Vulcan Materials Company | 56 | 2025 PROXY STATEMENT |
Performance Share Units
Performance Share Units PSUs, which comprised 60% of each NEO’s target LTI award in 2024, provide an opportunity for our executives to earn Vulcan stock if performance goals established by the Compensation & Human Capital Committee are met over a three-year performance period. For PSUs granted in 2024, performance will be measured 50% based on the company’s total shareholder return (TSR) percentile rank relative to the TSR of the S&P 500, and 50% based on the company’s growth rate of Aggregates Cash Gross Profit per ton(3), each averaged over the three-year period ending December 31, 2026. The Compensation & Human Capital Committee chose the S&P 500 as the comparison group for relative TSR performance because it is a broad and market index representative of investors’ alternative capital investment opportunities. Vulcan is also a member of the S&P 500. The Compensation & Human Capital Committee believes that our annual average growth rate of Aggregates Cash Gross Profit per ton adds balance to our PSU program by including an internal financial measure in combination with our historical use of relative TSR. The Committee views our Aggregates Cash Gross Profit per ton as an important measure of our long-term financial performance that further aligns our compensation program with company performance. Performance goals for Aggregates Cash Gross Profit per ton were established based on our historical results through the economic cycle and generally remain consistent with each grant. The following table shows the payout percentage of 2024 PSUs that may vest over the three-year period based on potential levels of performance:
PERFORMANCE SHARE UNIT PAYMENT TABLE(1)
PERFORMANCE SHARE UNIT PAYMENT TABLE(1)
PERFORMANCE SHARE UNIT PAYMENT TABLE(1)
| Three-Year Average TSR Percentile Rank Relative to S&P 500 Index) | % of PSUs Payable(2) | + | Average Annual Growth Rate Aggregates Cash Gross Profit(3) Per Ton | % of PSUs Payable(2) | | 75th or greater (Maximum) | 100 | | 9.5% or greater (Maximum) | 100 | | 50th (Target) | 50 | | 4.5% (Target) | 50 | | 25th (Threshold) | 12.5 | | 0.5% (Threshold) | 12.5 | | Less than 25th | 0 | | Less than 0.5% | 0 |
PERFORMANCE SHARE UNIT PAYMENT TABLE(1)
| 1. | If the company’s three-year average TSR relative to the S&P 500 Index is at the 50th percentile, one half of the full award is paid. If the company’s three-year average annual growth rate of Aggregates Cash Gross Profit per ton is 4.5%, the remaining one half of the full award is paid. The payout is adjusted incrementally for performance above and below target and can range from 0% to 200%. |
PERFORMANCE SHARE UNIT PAYMENT TABLE(1)
| 2. | Payouts are interpolated for returns between threshold and target, and target and maximum. Payment is made in the form of Vulcan common stock. |
PERFORMANCE SHARE UNIT PAYMENT TABLE(1)
| 3. | Aggregates Cash Gross Profit per ton is a non-GAAP financial measure. See Annex A for a reconciliation of non- GAAP financial measures to our results reported under GAAP. |
Restricted Stock Units
Restricted Stock Units RSUs, which comprised 20% of each NEO’s target LTI award in 2024, provide value through long-term stock price performance, thus aligning the interests of our executives with those of our shareholders. RSUs vest on the third anniversary of the grant date and are then paid in the form of Vulcan common stock.
Payments of Prior Grants
Payments of Prior Grants In February 2024, all of the NEOs received payment for PSUs that were granted in 2021, which vested on December 31, 2023, based on our results relative to the established performance criteria. These PSUs were paid out at 180.7% of the original grant amount. One-half of the PSU payment percentage of 180.7% was based on TSR performance of our common stock relative to the TSR performance of the companies that comprise the S&P 500 Index during the three-year performance period, and one-half of the PSU payment percentage was based on the company’s growth rate of Aggregates Cash Gross Profit per ton during the three-year performance period.
Payment Calculation for PSUs Granted in 2021 and Paid February 9, 2024
Payment Calculation for PSUs Granted in 2021 and Paid February 9, 2024
Payment Calculation for PSUs Granted in 2021 and Paid February 9, 2024
| Name | Units Granted in 2021 | Percentage Payable | Units Payable | | Tom Hill | 23,700 | 180.7% | 42,826 | | Tom Baker | 6,000 | 180.7% | 10,842 | | Stan Bass | 5,300 | 180.7% | 9,578 | | Mary Andrews Carlisle | 420 | 180.7% | 759 | | Ronnie Pruitt | 6,400 | 180.7% | 11,565 |
Change of Control Agreements
Change of Control Agreements Vulcan has entered into Change of Control Employment Agreements (COC Agreements) with each of the NEOs. Each of the COC Agreements covers a term of three years and will be automatically extended annually for subsequent three-year terms unless Vulcan gives prior notice of non-extension. In the event of a change of control, the COC Agreements entitle the executives to continue employment with Vulcan for two years following the change of control, during which time period the executive will continue to hold a position and duties, and receive compensation and benefits, commensurate with the practices in effect during the four-month period prior to the change of control. Severance benefits under each COC Agreement will be payable following a qualifying termination (termination by the executive for good reason or by Vulcan without cause) that occurs within two years following (or prior to, but in connection with) a change of control. A change of control is defined to include: (a) the acquisition of 30% or more of the outstanding Vulcan stock or voting power by an individual, entity or group; (b) a change in the majority of the board of directors of Vulcan that is not endorsed by the incumbent board of directors; (c) consummation of a reorganization, merger, consolidation or similar corporate transaction that results in a new group holding at least 50% of the beneficial ownership of the outstanding Vulcan stock or voting power; and (d) approval by Vulcan shareholders of a complete liquidation or dissolution of the company.
Change of Control Agreements
| Vulcan Materials Company | 58 | 2025 PROXY STATEMENT |
Change of Control Agreements
The COC Agreements provide for a payment of three times the sum of base salary and average bonus upon a change of control. We entered into the COC Agreements with our NEOs to provide for retention and continuity in order to minimize disruptions during a pending or anticipated change of control. For a detailed description of these change of control benefits, refer to “Change of Control Agreements and Related Cash Severance Benefits” on page 71.
COMPENSATION DECISION APPROACH
| COMPENSATION & HUMAN CAPITAL COMMITTEE | COMPOSED ENTIRELY OF INDEPENDENT DIRECTORS | | The Compensation & Human Capital Committee administers our executive compensation program and oversees key human capital management strategies and policies in accordance with our Compensation & Human Capital Committee Charter. The current charter is available at www.vulcanmaterials.com. On our website, select “Investor Relations,” then “Governance.” From there, you can visit our “Committee Composition” page, which lists the composition of our board committees and provides links to their respective charters. | | | In accordance with our Compensation & Human Capital Committee Charter, the Compensation & Human Capital Committee: • Annually reviews and approves corporate goals and objectives relevant to the CEO’s compensation • Reviews the CEO’s performance and independent compensation consultant’s recommendations and, accordingly, determines the CEO’s compensation • Presents the CEO’s overall compensation package to the entire Board of Directors for ratification • Reviews and sets base salary and short- and long-term incentives for other NEOs • Monitors market practices and reviews and approves any modifications to the company’s executive compensation program • Interprets and administers the Executive Incentive Plan, Management Incentive Plan, 2006 Omnibus Long-Term Incentive Plan, 2016 Omnibus Long-Term Incentive Plan and, if approved by our shareholders, the 2025 Omnibus Long-Term Incentive Plan | |
COMPENSATION DECISION APPROACH
| INDEPENDENT COMPENSATION CONSULTANT | MERIDIAN COMPENSATION PARTNERS, LLC (MERIDIAN) | | Meridian is engaged by and reports to the Compensation & Human Capital Committee and occasionally meets with management to discuss compensation initiatives and issues. Meridian does not provide any other services to the company. The Compensation & Human Capital Committee determined that Meridian’s work as the Compensation & Human Capital Committee’s compensation consultant did not present any conflicts of interest in 2024. | | | In 2024, Meridian: • Provided the Compensation & Human Capital Committee with observations and recommendations on compensation and benefits for our CEO and other NEOs • Advised and assisted the Compensation & Human Capital Committee in a review of our peer group for 2025 compensation decisions • Conducted a benchmarking market study and analysis of executive compensation practices to ensure that our compensation program is reasonable and competitive • Had representatives attend all three meetings of the Compensation & Human Capital Committee in 2024 | |
Benchmarking Compensation and Peer Group Development
Benchmarking Compensation and Peer Group Development On an annual basis, the Compensation & Human Capital Committee reviews a benchmarking analysis of total compensation for our CEO and other NEOs relative to market data. Our compensation consultant develops market data appropriate for a company of our size using a combination of peer group data and market surveys. The market data, in combination with consideration of each NEO’s experience, responsibilities and performance, assist the Compensation & Human Capital Committee in making informed, market-based decisions regarding our executive pay program. The Compensation & Human Capital Committee generally targets each element of compensation for our NEOs at the 50th percentile of the market as determined by the benchmarking analysis, subject to individual variation based on the Compensation & Human Capital Committee’s assessment of each executive’s performance, experience and responsibilities as well as internal equity considerations.
Peer Group
Peer Group The Compensation & Human Capital Committee considered several factors in selecting our peer group, including industry (with a focus on construction, materials and mining), revenue size, market capitalization and operating margins. At the end of 2024, our revenues ranked near the median of the peer group and our market capitalization was above the 75th percentile. Our peer group for 2024 consisted of the following 25 companies:
Peer Group
| • | Air Products and Chemicals, Inc. |
Peer Group
| • | Albemarle Corporation |
Peer Group
| • | Allison Transmission Holdings, Inc. |
Peer Group
| • | Ball Corporation |
Peer Group
| • | Cabot Corporation |
Peer Group
| • | Celanese Corporation |
Peer Group
| • | CF Industries Holdings, Inc. |
Peer Group
| • | Dover Corporation |
Peer Group
| • | Eagle Materials Inc. |
Peer Group
| • | Eastman Chemical Company |
Peer Group
| • | Ecolab Inc. |
Peer Group
| • | FMC Corporation |
Peer Group
| • | Fortune Brands Home & Security, Inc. |
Peer Group
| • | Lennox International Inc. |
Peer Group
| • | Martin Marietta Materials, Inc. |
Peer Group
| • | Masco Corporation |
Peer Group
| • | Mineral Technologies Inc. |
Peer Group
| • | NewMarket Corporation |
Peer Group
| • | Newmont Corporation |
Peer Group
| • | Owens Corning |
Peer Group
| • | Packaging Corporation of America |
Peer Group
| • | Summit Materials, Inc. |
Peer Group
| • | The Mosaic Company |
Peer Group
| • | The Timken Company |
Peer Group
| • | Westlake Chemical Corporation |
Peer Group
| Vulcan Materials Company | 60 | 2025 PROXY STATEMENT |
What Counts Toward the Guidelines
| • | RSU grants |
What Does Not Count Toward the Guidelines
| • | Unvested PSUs |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth, for the three most recently completed fiscal years, information concerning the compensation of our NEOs for the fiscal year ended December 31, 2024:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(3) ($) | All other Compensation(4) ($) | Total ($) | | J. Thomas Hill Chairman and Chief Executive Officer | 2024 | 1,235,000 | — | 6,817,200 | 1,703,957 | 2,776,300 | (275,459) | 603,755 | 12,860,753 | | | 2023 | 1,235,000 | — | 6,274,449 | 1,568,691 | 4,038,900 | (72,005) | 485,718 | 13,530,753 | | | 2022 | 1,235,000 | — | 5,429,583 | 1,356,768 | 2,598,400 | (1,009,604) | 471,392 | 10,081,539 | | Thompson S. Baker, II President | 2024 | 800,000 | — | 2,334,150 | 584,386 | 1,124,000 | — | 119,786 | 4,962,322 | | | 2023 | 752,000 | — | 3,805,727 | 451,714 | 1,635,200 | — | 169,147 | 6,813,788 | | | 2022 | 724,167 | — | 1,612,197 | 399,762 | 957,300 | — | 150,639 | 3,844,065 | | Stanley G. Bass Chief Strategy Officer | 2024 | 695,000 | — | 1,640,080 | 410,020 | 976,500 | (156,165) | 196,033 | 3,761,468 | | | 2023 | 695,000 | — | 1,389,643 | 347,472 | 1,420,600 | 11,948 | 150,681 | 4,015,344 | | | 2022 | 691,167 | — | 1,315,701 | 327,078 | 822,500 | (467,288) | 155,720 | 2,844,878 | | Mary Andrews Carlisle Senior Vice President and Chief Financial Officer | 2024 | 662,500 | — | 1,459,770 | 364,270 | 901,000 | (7,074) | 163,253 | 3,543,719 | | | 2023 | 591,667 | — | 1,247,521 | 312,001 | 1,165,100 | 6,793 | 96,553 | 3,419,635 | | | 2022 | 507,844 | — | 889,488 | 218,052 | 548,400 | (68,624) | 59,975 | 2,155,135 | | Ronnie A. Pruitt(5) Chief Operating Officer | 2024 | 750,000 | — | 2,005,640 | 501,519 | 1,067,800 | — | 654,498 | 4,979,457 | | | 2023 | 609,500 | — | 2,277,471 | 194,005 | 1,144,600 | — | 117,167 | 4,342,743 |
SUMMARY COMPENSATION TABLE
| 1. | Pursuant to the rules of the SEC, we have provided a grant date fair value for Stock Awards and Option Awards in accordance with the provisions of FASB ASC Topic 718. For Option Awards (including SOSARs), the fair value is estimated as of the date of grant using the Black-Scholes option pricing model, which requires the use of certain assumptions, including the risk-free interest rate, dividend yield, volatility and expected term. The risk-free interest rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period equal to or approximating the option’s expected term. The dividend yield assumption is based on our historical dividend payouts adjusted for current expectations of future dividend payouts. The volatility assumption is based on the historical volatility, and expectations regarding future volatility, of our common stock over a period equal to the option’s expected term. The expected term of options granted is based on historical experience and expectations about future exercises and represents the period of time that options granted are expected to be outstanding. For Performance Share Units, the fair value is estimated on the date of grant using a Monte Carlo simulation model. For the highest performance level, the maximum number of shares payable and the estimated grant date value are 41,400 shares ($10,225,800) for Mr. Hill; 14,180 shares ($3,502,460) for Mr. Baker; 9,960 shares ($2,460,120) for Mr. Bass; 8,860 shares ($2,188,420) for Ms. Carlisle; and 12,180 shares ($3,008,460) for Mr. Pruitt. We do not believe that the fair values estimated on the grant date, either by the Black-Scholes model or any other model, are necessarily indicative of the values that might eventually be realized by an executive. |
SUMMARY COMPENSATION TABLE
| Vulcan Materials Company | 63 | 2025 PROXY STATEMENT |
SUMMARY COMPENSATION TABLE
| 2. | The EIP payments were made on March 13, 2025, for the previous year’s performance. See discussion of the EIP under the heading “Compensation Discussion and Analysis” above. |
SUMMARY COMPENSATION TABLE
| 3. | Includes only the amount of change in pension value because the company does not provide any above market earnings on deferred compensation balances. The year over year change in pension value was attributable to two primary factors, which were: (i) aging (one year closer to retirement) and (ii) change in actuarial assumptions (change in interest rate from 4.86% to 5.45%, and mortality table to Pri-2012 Private retirement plan Mortality White Collar Table, adjusted to 2006 base rates, with generational improvements projected using Scale MP-2021). |
SUMMARY COMPENSATION TABLE
| Name | AGING (one year closer to retirement) ($) | Change in Assumptions ($) | Total Change ($) | | Tom Hill | (132,190) | (143,269) | (275,459) | | Tom Baker(a) | — | — | — | | Stan Bass | (67,573) | (88,592) | (156,165) | | Mary Andrews Carlisle | 3,188 | (10,262) | (7,074) | | Ronnie Pruitt(a) | — | — | — |
SUMMARY COMPENSATION TABLE
| a. | Messrs. Baker and Pruitt were hired after 2007 and are not eligible to participate in the company’s defined benefit plan. |
SUMMARY COMPENSATION TABLE
| 4. | Includes qualified defined contribution plan contributions, company-paid life insurance premiums, reimbursement of qualified expenses incurred while using personal vehicles for company business, relocation expenses, commuting expenses and personal use of company aircraft, as set forth in the following table. |
SUMMARY COMPENSATION TABLE
Breakout detail of all other compensation shown in table below:
SUMMARY COMPENSATION TABLE
| Name | Non-Qualified Plan Contributions ($) | Qualified 401(K) Contributions ($) | Company Paid Life Insurance Premiums ($) | Reimbursed Expenses of Personal Vehicle Use ($) | Relocation ($) | Personal Use of Company Aircraft ($) | Commuting ($) | Total ($) | | Tom Hill | 435,870 | 33,900 | 912 | 7,556 | 0 | 125,517 | 0 | 603,755 | | Tom Baker | 95,172 | 21,200 | 912 | 0 | 0 | 2,502 | 0 | 119,786 | | Stan Bass | 153,736 | 33,900 | 912 | 7,485 | 0 | 0 | 0 | 196,033 | | Mary Andrews Carlisle | 120,988 | 33,900 | 912 | 7,453 | 0 | 0 | 0 | 163,253 | | Ronnie Pruitt | 69,212 | 20,200 | 912 | 8,153 | 296,687 | 71,716 | 187,618 | 654,498 |
SUMMARY COMPENSATION TABLE
| 5. | Mr. Pruitt was not a named executive officer for the fiscal year ended December 31, 2022. |
SUMMARY COMPENSATION TABLE
| Vulcan Materials Company | 64 | 2025 PROXY STATEMENT |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table sets forth the grants of plan-based awards in 2024 to our NEOs:
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of Shares) | | | All other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(1) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Tom Hill | 2/21/2024 | 0 | 1,976,000 | 4,940,000 | 0 | 20,700 | 41,400 | 6,900 | 19,740 | 253.43 | 8,521,157 | | Tom Baker | 2/21/2024 | 0 | 800,000 | 2,000,000 | 0 | 7,090 | 14,180 | 2,360 | 6,770 | 253.43 | 2,918,536 | | Stan Bass | 2/21/2024 | 0 | 695,000 | 1,737,500 | 0 | 4,980 | 9,960 | 1,660 | 4,750 | 253.43 | 2,050,100 | | Mary Andrews Carlisle | 2/21/2024 | 0 | 641,250 | 1,603,125 | 0 | 4,430 | 8,860 | 1,480 | 4,220 | 253.43 | 1,824,040 | | Ronnie Pruitt | 2/21/2024 | 0 | 760,000 | 1,900,000 | 0 | 6,090 | 12,180 | 2,030 | 5,810 | 253.43 | 2,507,159 |
GRANTS OF PLAN-BASED AWARDS
| 1. | Exercise price was determined using the closing price of our common stock on the grant date as required under the 2016 Plan. |
GRANTS OF PLAN-BASED AWARDS
| 2. | Amount represents the grant date fair values calculated in accordance with FASB ASC Topic 718. The grant date fair value of $247.00 for the PSUs granted on February 21, 2024 was calculated using a Monte Carlo simulation model. The grant date fair value of $247.00 for the RSUs granted on February 21, 2024 reflects the base price of the award. The grant date fair value of $86.32 for the SOSARs granted on February 21, 2024 was calculated using a Black-Scholes option pricing model. Fair value was calculated on the number of units granted. |
GRANTS OF PLAN-BASED AWARDS
| Vulcan Materials Company | 65 | 2025 PROXY STATEMENT |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Certain information concerning unexercised options and stock awards that have not vested for each of the NEOs outstanding as of December 31, 2024, is set forth in the table below:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(12) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that have not Vested(13) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested(13) ($) | | Tom Hill | 2/10/2017 | 23,900 | 0 | | 122.60 | 2/10/2027 | | | | | | | 2/23/2018 | 27,200 | 0 | | 121.69 | 2/23/2028 | | | | | | | 2/19/2019 | 26,100 | 0 | | 113.16 | 2/19/2029 | | | | | | | 2/21/2020 | 27,000 | 0 | | 133.95 | 2/21/2030 | | | | | | | 2/19/2021 | 24,800 | 0 | | 164.38 | 2/19/2031 | | | | | | | 2/18/2022 | 14,934(1) | 7,466 | | 185.31 | 2/18/2032 | 7,300(7) | 1,877,779 | 39,622(4) | 10,191,967 | | | 2/21/2023 | 7,224(2) | 14.446 | | 180.52 | 2/21/2033 | 8,940(8) | 2,299,636 | 26,820(5) | 6,898,909 | | | 2/21/2024 | 0(3) | 19,740 | | 253.43 | 2/21/2034 | 6,900(9) | 1,774,887 | 20,700(6) | 5,324,661 | | Tom Baker | 3/13/2017 | 5,500 | 0 | | 119.59 | 3/13/2027 | | | | | | | 2/23/2018 | 6,600 | 0 | | 121.69 | 2/23/2028 | | | | | | | 2/19/2019 | 6,500 | 0 | | 113.16 | 2/19/2029 | | | | | | | 2/21/2020 | 7,400 | 0 | | 133.95 | 2/21/2030 | | | | | | | 2/19/2021 | 6,300 | 0 | | 164.38 | 2/19/2031 | | | | | | | 2/18/2022 | 4,400(1) | 2,200 | | 185.31 | 2/18/2032 | 2,200(7) | 565,906 | 11,707(4) | 3,011,392 | | | 2/21/2023 | 2,080(2) | 4,160 | | 180.52 | 2/21/2033 | 2,570(8) | 661,081 | 7,720(5) | 1,985,816 | | | 2/21/2023 | | | | | | 11,400(10) | 2,932,422 | | | | | 2/21/2024 | 0(3) | 6,770 | | 253.43 | 2/21/2034 | 2,360(9) | 607,063 | 7,090(6) | 1,823,761 | | Stan Bass | 2/19/2021 | 5,500 | 0 | | 164.38 | 2/19/2031 | | | | | | | 2/18/2022 | 3,600(1) | 1,800 | | 185.31 | 2/18/2032 | 1,800(7) | 463,014 | 9,546(4) | 2,455,518 | | | 2/21/2023 | 1,600(2) | 3,200 | | 180.52 | 2/21/2033 | 1,980(8) | 509,315 | 5,940(5) | 1,527,946 | | | 2/21/2024 | 0(3) | 4,750 | | 253.43 | 2/21/2034 | 1,660(9) | 427,002 | 4,980(6) | 1,281,005 | | Mary Andrews Carlisle | 2/18/2022 | 2,400(1) | 1,200 | | 185.31 | 2/18/2032 | 1,200(7) | 308,676 | 6,484(4) | 1,667,879 | | | 2/21/2023 | 1,437(2) | 2,873 | | 180.52 | 2/21/2033 | 1,780(8) | 457,869 | 5,330(5) | 1,371,036 | | | 2/21/2024 | 0(3) | 4,220 | | 253.43 | 2/21/2034 | 1,480(9) | 380,700 | 4,430(6) | 1,139,529 | | Ronnie Pruitt | 2/18/2022 | 2,000(1) | 1,000 | | 185.31 | 2/18/2032 | 1,000(7) | 257,230 | 5,223(4) | 1,343,512 | | | 2/21/2023 | 894(2) | 1,786 | | 180.52 | 2/21/2033 | 1,110(8) | 285,525 | 3,320(5) | 854,004 | | | | | | | | | 8,550(11) | 2,199,317 | | | | | 2/21/2024 | 0(3) | 5,810 | | 253.43 | 2/21/2034 | 2,030(9) | 522,177 | 6,090(6) | 1,566,531 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Options in footnote 1, 2 and 3 vest at a rate of 33.3% per year in years 1 – 3.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 1. | Options (SOSARs) with vesting dates 2/18/2023, 2/18/2024, 2/18/2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 2. | Options (SOSARs) with vesting dates 2/21/2024, 2/21/2025, 2/21/2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 3. | Options (SOSARs) with vesting dates 2/21/2025, 2/21/2026, 2/21/2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
PSUs in footnote 4, 5 and 6 cliff vest 100% after a three-year performance period.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 4. | PSUs with vesting date of 12/31/2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 5. | PSUs with vesting date of 12/31/2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Vulcan Materials Company | 66 | 2025 PROXY STATEMENT |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 6. | PSUs with vesting date of 12/31/2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 7. | RSUs cliff vest 100% after a three-year period, with a vesting date of 2/18/2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 8. | RSUs cliff vest 100% after a three-year period, with a vesting date of 2/21/2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 9. | RSUs cliff vest 100% after a three-year period, with a vesting date of 2/21/2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 10. | RSUs cliff vest 100% on 12/15/2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 11. | RSUs cliff vest 100% after a three-year period, with a vesting date of 2/21/2026. This award does not have retirement provisions. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 12. | Based on closing price of our common stock on the NYSE on 12/31/2024, $257.23. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 13. | Vested PSUs adjusted for company performance through 12/31/2024. Unvested PSUs reported at target. |
DEFERRED COMPENSATION PLAN
| Nonqualified Deferred Compensation Plan | | | | | | | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(1) ($) | | Tom Hill | 0 | 0 | 1,819,106 | 0 | 13,621,039 | | Tom Baker | 0 | 0 | 0 | 0 | 0 | | Stan Bass | 2,633,972 | 0 | 2,302,940 | 0 | 19,459,023 | | Mary Andrews Carlisle | 0 | 0 | 3,932 | 0 | 36,183 | | Ronnie Pruitt | 0 | 0 | 0 | 0 | 0 |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED Certain information concerning each exercise of stock options and each vesting of stock during the fiscal year ended December 31, 2024, for each of the NEOs on an aggregate basis is set forth in the table below:
OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Tom Hill | 62,900 | 12,431,659 | 50,726 | 12,227,116 | | Tom Baker | 0 | 0 | 12,842 | 3,095,466 | | Stan Bass | 6,400 | 775,680 | 11,378 | 2,743,048 | | Mary Andrews Carlisle | 0 | 0 | 1,179 | 288,139 | | Ronnie Pruitt | 0 | 0 | 11,565 | 2,757,559 |
OPTION EXERCISES AND STOCK VESTED
| 1. | Represents the payment of PSUs and RSUs. |
OPTION EXERCISES AND STOCK VESTED
| 2. | For PSUs, calculated by multiplying the number of units vested by the closing price of our common stock on February 9, 2024, as approved by the Compensation & Human Capital Committee. For RSUs, calculated by multiplying the number of units vested by the closing price of our common stock on the vest date. |
OPTION EXERCISES AND STOCK VESTED
| Vulcan Materials Company | 68 | 2025 PROXY STATEMENT |
Pension Plan
Pension Plan The Pension Plan provides benefits under a funded noncontributory defined benefit plan and covers most salaried employees, including all executive officers, hired prior to July 15, 2007. In 2013, the Pension Plan was amended to freeze service accruals effective December 31, 2013 and earnings accruals effective December 31, 2015. The normal retirement date is defined in the Pension Plan as a participant’s 65th birthday. The amount of a participant’s benefit is based on earnings, service and the age at which a participant commences receiving a benefit. Eligible earnings under the Pension Plan, or “Final Average Earnings,” is the average of a participant’s highest 36 consecutive months of earnings prior to December 31, 2015, and includes base monthly salary and cash bonus. Under Section 415 of the Code, the maximum annual benefit allowable under the Pension Plan for a participant retiring at age 65 in 2024 is $275,000. The Pension Plan formula provides a monthly benefit equal to 0.9% of Final Average Earnings per year of service accrued prior to age 45, plus 1.2% of Final Average Earnings per year of service accrued after age 44, plus 0.5% of Final Average Earnings in excess of 50% of the Social Security Wage Base applied to all years of service. A vested participant may commence receiving early retirement benefits under the Pension Plan as early as age 55. The amount of early retirement reduction depends on the age of a participant when active employment ceases. If active employment ceases after age 55 and retirement income commences at age 62, or later, the monthly benefit is not reduced. However, if the benefit commences prior to age 62, the monthly benefit is reduced at a rate of 7% per year for commencement between ages 55 and 62. If active employment ceases prior to age 55, the monthly benefit is actuarially reduced for commencement between ages 55 and 65.
Pension Plan
| Vulcan Materials Company | 69 | 2025 PROXY STATEMENT |
Pension Plan
The normal form of retirement benefit under the Pension Plan for an unmarried participant is a single life annuity, which is a monthly payment for life. The normal form of retirement benefit under the Pension Plan for a married participant is a 75% joint and survivor annuity, which is a monthly payment for the life of the participant, and thereafter 75% of that amount to the surviving spouse payable for his or her lifetime. The Pension Plan also permits the participant to elect, with spousal consent, other annuity options and a lump sum payment for benefits accrued prior to 2002. The optional forms of payment are subject to actuarial adjustment.
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL This Section describes and estimates payments that could be made to the NEOs under different termination and change of control (COC) events. The estimated payments would be made under the terms of the compensation and benefits programs or the COC Agreements with the NEOs. The amount of the potential payments is calculated as if the different events occurred as of December 31, 2024 and assumes that the price of the company’s common stock is the closing market price as of December 31, 2024 (the last trading day of the fiscal year).
Termination Pay and Benefits Programs
Termination Pay and Benefits Programs The following chart describes the treatment of different compensation and benefit elements in connection with the aforementioned employment termination events for NEOs:
Termination Pay and Benefits Programs
| Program | Retirement/ Retirement Eligible | Involuntary Termination Not for Cause | Resignation | Death or Disability | Involuntary Termination for Cause | | Retirement: • Pension Plan • Nonqualified Plan | Participant may commence benefit payment | Participant may commence benefit payment or will be considered Terminated Vested(1) depending on age | Participant may commence benefit payment or will be considered Terminated Vested(1) depending on age | In death, spouse may commence survivor benefit on or after the date that the Participant would have attained age 55 | Participant may commence benefit payment or will be Terminated Vested(1) depending on age | | Executive Deferred Compensation Plan | Payment made in accordance with deferral election | Payout made the year following the year of termination in a lump sum | Payout made the year following the year of termination in a lump sum | Payout made the year following the year of death or termination in a lump sum | Payout made the year following the year of termination in a lump sum | | EIP | Eligible to receive prorated payment | No payment | No payment | Eligible to receive prorated payment | No payment | | Stock Options/ SOSARs | Full term to exercise vested options; if 62 or older, non-vested options continue to vest; if age 55 - 61, a pro-rata share of options becomes non-forfeitable and continues to vest; noncompetition agreement may be required | Non-vested options forfeited; 30 days to exercise vested options | Non-vested options forfeited; 30 days to exercise vested options | Vesting accelerated; in death, estate has one year to exercise; in disability, have full remaining term to exercise | Forfeit all, vested and non-vested | | PSUs | If age 62 or older, award becomes non-forfeitable; if age 55 – 61, a pro-rata share of the award becomes non-forfeitable; noncompetition agreement may be required | Non-vested units are forfeited | Non-vested units are forfeited | Award non-forfeitable; in death, vesting is accelerated | Forfeit all, vested but not released and non-vested | | RSUs | If age 62 or older, vesting is accelerated; if age 55-61, pro-rata vesting; noncompetition agreement may be required | Non-vested units are forfeited | Non-vested units are forfeited | Vesting is accelerated | Forfeit all, vested but not released and non-vested | | 401(k) Plan | May take distribution or defer until age 73 | May take distribution or defer until age 73 | May take distribution or defer until age 73 | Beneficiary may take distribution or defer until age 73 | May take distribution or defer until age 73 | | Nonqualified Plan (Defined Contribution) | Payment made 7 months after termination date | Payment made 7 months after termination date | Payment made 7 months after termination date | Payment made to beneficiary within 90 days of Participant’s death | Payment made 7 months after termination date | | Severance Benefits | None | None | None | None | None | | Health Benefits | May continue to age 65 if eligibility rules are met. If not met, eligible for coverage extension under COBRA | May continue to age 65 if eligibility rules are met. If not met, eligible for coverage extension under COBRA | May continue to age 65 if eligibility rules are met. If not met, eligible for coverage extension under COBRA | 3 months dependent extension, then COBRA; if eligibility rules are met may continue up to age 65 | May continue to age 65 if eligibility rules are met. If not met, eligible for coverage extension under COBRA |
Termination Pay and Benefits Programs
| 1. | “Terminated Vested” means the participant is no longer employed with the company but continues to have a vested interest in the applicable plan. |
Retirement and Pension Benefits
Retirement and Pension Benefits The monthly amounts that would have become payable to our NEOs if the termination event occurred as of December 31, 2024, under the Pension Plan, the Nonqualified Plan and the Defined Contribution Plan are itemized in the chart below. The amounts shown in the chart are monthly benefit amounts (other than with respect to the accrued benefits payable upon a COC, which would be paid in a lump sum) whereas the pension values shown in the Summary Compensation and Retirement Benefits Tables are present values of all the monthly values anticipated to be paid over the lifetimes of our NEOs and their spouses in the event of their death while actively employed. These plans are described in the notes following the Retirement Benefits Table. Messrs. Hill and Bass were retirement eligible on December 31, 2024. The benefits below were determined using the same assumptions used to compute benefit values in the Retirement Benefits Table with three exceptions. First, the benefit payments were assumed to
Retirement and Pension Benefits
| Vulcan Materials Company | 73 | 2025 PROXY STATEMENT |
Retirement and Pension Benefits
commence as soon as possible following December 31, 2024, instead of at normal retirement. Second, approximate early retirement reductions were applied. Finally, the benefits were not adjusted to reflect optional forms of payment. All benefits are the amounts that would be paid monthly over the NEO’s life, except for the value of COC-enhanced benefits which would be paid in a lump sum.
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Tom Hill, our Chairman and CEO (CEO). The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, which allows companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our pay ratio may not be comparable to pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their pay ratios. For 2024, our last completed fiscal year:
CEO PAY RATIO
| • | The median employee that was used for purposes of calculating the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is the same employee that was identified for purposes of our 2023 disclosure. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure. |
CEO PAY RATIO
| • | The median of the annual total compensation of all employees of the company (other than our CEO) was $108,068. |
CEO PAY RATIO
| • | The annual total compensation of our CEO was $12,886,148. |
CEO PAY RATIO
Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO) was 119 to 1. In accordance with SEC rules, we determined the median employee’s 2024 total annual compensation by taking the sum of the following items:
CEO PAY RATIO
| 1. | $85,671, which represents the amount of the median employee’s compensation for fiscal 2024 that would have been reported in the Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee had been a Named Executive Officer for fiscal year 2024. |
CEO PAY RATIO
| 2. | $22,397, which represents the estimated aggregate value of the employee’s compensation under company sponsored non-discriminatory benefit plans. |
CEO PAY RATIO
In accordance with SEC rules, we determined our CEO’s 2024 total annual compensation by taking the sum of the following items:
CEO PAY RATIO
| 1. | $12,860,753 which represents the amount reported for our CEO in the “Total” column of our 2024 Summary Compensation Table included on page 63 of this proxy statement. |
CEO PAY RATIO
| 2. | $25,395, which represents the estimated aggregate value of our CEO’s compensation under company sponsored non-discriminatory benefit plans. |
CEO PAY RATIO
| Vulcan Materials Company | 76 | 2025 PROXY STATEMENT |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K (Item 402(v)), we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance, refer to “Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Earnings Attributable to Vulcan (in millions)(7) | Adjusted EBITDA (in millions)(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2024 | $12,860,753 | $23,941,402 | $4,311,742 | $6,941,396 | $127.02 | $97.98 | $911.9 | $2,057.2 | | 2023 | $13,530,753 | $30,449,512 | $4,647,878 | $8,123,894 | $157.05 | $113.75 | $933.2 | $2,011.3 | | 2022 | $10,081,539 | $9,719,655 | $2,851,513 | $2,420,972 | $125.10 | $115.31 | $575.6 | $1,625.6 | | 2021 | $10,420,114 | $20,186,426 | $3,084,236 | $4,984,584 | $146.95 | $142.32 | $670.8 | $1,451.3 | | 2020 | $9,883,031 | $10,092,437 | $2,876,167 | $3,010,807 | $104.13 | $117.46 | $584.5 | $1,323.5 |
PAY VERSUS PERFORMANCE
| 1. | The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Hill (our Chief Executive Officer and principal executive officer (PEO)) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
PAY VERSUS PERFORMANCE
| 2. | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hill, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hill during the applicable year. In accordance with the requirements of Item 402(v) (including subsequent SEC interpretive guidance), the following adjustments were made to Mr. Hill’s total compensation for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits(c) | Compensation Actually Paid to PEO | | 2024 | $12,860,753 | $(8,521,157) | $19,326,347 | $275,459 | $23,941,402 | | 2023 | $13,530,753 | $(7,843,140) | $24,689,894 | $72,005 | $30,449,512 | | 2022 | $10,081,539 | $(6,786,351) | $5,414,863 | $1,009,604 | $9,719,655 | | 2021 | $10,420,114 | $(6,488,720) | $15,900,351 | $354,681 | $20,186,426 | | 2020 | $9,883,031 | $(5,511,525) | $6,289,416 | $(568,485) | $10,092,437 |
PAY VERSUS PERFORMANCE
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2024 | $13,278,572 | $244,621 | — | $5,803,154 | — | $19,326,347 | | 2023 | $14,152,129 | $2,449,719 | — | $8,088,046 | — | $24,689,894 | | 2022 | $7,189,506 | $(3,913,574) | — | $2,138,931 | — | $5,414,863 | | 2021 | $9,191,895 | $314,887 | — | $6,393,569 | — | $15,900,351 | | 2020 | $6,030,598 | $(839,148) | — | $1,097,966 | — | $6,289,416 |
PAY VERSUS PERFORMANCE
| (c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |
PAY VERSUS PERFORMANCE
| Vulcan Materials Company | 77 | 2025 PROXY STATEMENT |
PAY VERSUS PERFORMANCE
| 3. | The dollar amounts reported in this column represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Hill) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Hill) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Mary Andrews Carlisle, Tom Baker, Stan Bass and Ronnie Pruitt; (ii) for 2022, Mary Andrews Carlisle, Tom Baker, Stan Bass, Denson Franklin and Suzanne Wood; (iii) for 2021 and 2020, Suzanne Wood, Tom Baker, Stan Bass and Denson Franklin. |
PAY VERSUS PERFORMANCE
| 4. | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Hill), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Hill) during the applicable year. In accordance with the requirements of Item 402(v) (including subsequent SEC interpretive guidance), the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Hill) for each year to determine the compensation actually paid, using the same methodology described in footnote 2 above: |
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $4,311,742 | $(2,324,959) | $4,913,803 | $40,810 | $6,941,396 | | 2023 | $4,647,878 | $(2,506,389) | $5,987,090 | $(4,685) | $8,123,894 | | 2022 | $2,851,513 | $(1,534,520) | $996,797 | $107,182 | $2,420,972 | | 2021 | $3,084,236 | $(1,410,634) | $3,283,822 | $27,160 | $4,984,584 | | 2020 | $2,876,167 | $(1,282,316) | $1,510,935 | $(93,979) | $3,010,807 |
PAY VERSUS PERFORMANCE
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Average Equity Award Adjustments | | 2024 | $3,605,010 | $(343,166) | — | $1,651,959 | — | $4,913,803 | | 2023 | $4,055,683 | $554,178 | — | $1,377,229 | — | $5,987,090 | | 2022 | $1,538,909 | $(850,994) | — | $308,882 | — | $996,797 | | 2021 | $1,997,988 | $429,843 | — | $855,991 | — | $3,283,822 | | 2020 | $1,403,289 | $(174,261) | — | $281,907 | — | $1,510,935 |
PAY VERSUS PERFORMANCE
| 5. | TSR is calculated by taking the difference between the ending value of the investment, which includes reinvestment of dividends, less the value at the beginning of the measurement period divided by the value at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| 6. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the peer group selected by the Compensation & Human Capital Committee for purposes of benchmarking compensation, which included the following 25 companies for 2024: Air Products and Chemicals, Inc.; Albemarle Corporation; Allison Transmission Holdings, Inc.; Ball Corporation; Cabot Corporation; Celanese Corporation; CF Industries Holdings, Inc.; Dover Corporation; Eagle Materials Inc.; Eastman Chemical Company; Ecolab Inc.; FMC Corporation; Fortune Brands Home & Security, Inc.; Lennox International Inc.; Martin Marietta Materials, Inc.; Masco Corporation; Minerals Technologies Inc.; NewMarket Corporation; Newmont Corporation; Owens Corning; Packaging Corporation of America; Summit Materials, Inc.; The Mosaic Company; The Timken Company; and Westlake Corporation. For 2025, Minerals Technologies Inc. was removed from the peer group for pre-established revenue and market capitalization comparability reasons. For 2023, Albemarle Corporation and FMC Corporation were added to our peer group and Armstrong World Industries, Inc. and Cleveland-Cliffs, Inc. were removed from the peer group for pre-established revenue comparability reasons. U.S. Concrete, Inc. and W.R. Grace & Co. were removed from our peer group for 2023 due to their recent acquisitions. |
PAY VERSUS PERFORMANCE
| 7. | The dollar amounts reported represent the net earnings attributable to Vulcan reflected in the company’s audited consolidated financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
| 8. | Adjusted EBITDA, a non-GAAP financial measure, is Earnings Before Interest, Taxes, Depreciation and Amortization adjusted for certain items to provide a more consistent comparison of earnings performance from period to period. We provide a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure in Annex A to this proxy statement. While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that Adjusted EBITDA is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance. |
PAY VERSUS PERFORMANCE
| Vulcan Materials Company | 78 | 2025 PROXY STATEMENT |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the company’s executive compensation program reflects a pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the company is providing the following graphs to show the relationships between information presented in the Pay versus Performance table.
Analysis of the Information Presented in the Pay versus Performance Table
| Vulcan Materials Company | 79 | 2025 PROXY STATEMENT |
Director Compensation
Director Compensation In May 2024, 625 RSUs were granted to each non-employee director pursuant to the 2016 Plan, which was approved by our shareholders in 2016. The RSUs vest on the first anniversary of the grant date and are settled in shares of the company’s common stock. Prior to the issuance of shares of common stock in settlement of the RSUs, the non-employee directors have no right to vote the shares underlying the RSUs. Dividend equivalents are credited quarterly when dividends are paid on our stock and distributed in shares of common stock when the shares underlying the RSUs are issued to the director. Directors may elect to defer receipt of the shares issuable upon settlement of the RSUs.
DIRECTOR SUMMARY COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(2) ($) | Total ($) | | Melissa H. Anderson | 120,000 | 170,044 | 0 | 0 | 0 | 4,805 | 294,849 | | Thomas A. Fanning | 140,000 | 170,044 | 0 | 0 | 0 | 21,180 | 331,224 | | O. B. Grayson Hall, Jr. | 170,000 | 170,044 | 0 | 0 | 0 | 18,531 | 358,575 | | Cynthia L. Hostetler | 120,000 | 170,044 | 0 | 0 | 0 | 21,180 | 311,224 | | Lydia H. Kennard | 120,000 | 170,044 | 0 | 0 | 0 | 1,624 | 291,668 | | Richard T. O’Brien | 135,000 | 170,044 | 0 | 0 | 0 | 39,470 | 344,514 | | James T. Prokopanko | 120,000 | 170,044 | 0 | 0 | 0 | 41,348 | 331,392 | | Kathleen L. Quirk | 145,000 | 170,044 | 0 | 0 | 0 | 12,925 | 327,969 | | David P. Steiner | 135,000 | 170,044 | 0 | 0 | 0 | 15,198 | 320,242 | | Lee J. Styslinger, III | 120,000 | 170,044 | 0 | 0 | 0 | 28,586 | 318,630 | | George Willis | 120,000 | 170,044 | 0 | 0 | 0 | 2,386 | 292,430 |
2025 OMNIBUS LONG-TERM INCENTIVE PLAN
| (ii) With respect to non-employee Directors, in any 12-month period, the maximum number of shares of Common Stock subject to Awards granted during any 12-month period to any non-employee Director, taken together with any cash fees paid during such 12-month period to such non-employee Director in respect of service as a member of the Board, shall not exceed $1,500,000 in total value (calculating the value of any such Awards based on the Fair Market Value per share of Common Stock on the date of grant of such an Award). (For purposes of this Section 5(b)(ii), an Option and Related SAR shall be treated as a single Award.) |