DEF 14A of Vulcan Materials CO, Mar 24, 2026

DEF 14A of Vulcan Materials CO

Filed Mar 24, 2026 · FY20250001628280-26-020812

Open on EDGAR

  1. Corporate Governance Practices

    | Short-Term Cash Incentive | Performance Shares (1) | | Restricted Stock (1) | SOSARs (1) | | Salary | |

  2. Corporate Governance Practices

    (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 45 for more details. We encourage you to read the more detailed description of our compensation program in “Compensation Discussion and Analysis” beginning on page 38 before voting on Proposal 2: Advisory Vote on Compensation of Our Named Executive Officers.

  3. Election of Directors

    Election of Directors

  4. 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, five individuals will be elected to serve for three-year terms expiring in 2029, or until their successors have been duly elected and qualified. Our Board, upon the recommendation of the Governance Committee, has nominated Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis as directors to serve three-year terms expiring in 2029. Mr. Pruitt was elected to the Board effective January 1, 2026 and, in accordance with New Jersey law and our Corporate Governance Guidelines, must stand for election at the Annual Meeting to continue his service. 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 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 five directors nominated for re-election at the 2026 Annual Meeting and the eight directors with continuing terms that expire in subsequent years, as well as biographical information for all directors. | Your Board of Directors recommends a vote “FOR” the election of Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis as directors for three-year terms expiring in 2029. |

  5. Election of Directors

    | | 5 | 2026 Proxy Statement |

  6. Election of Directors

    DIRECTOR COMPETENCIES

  7. Election of Directors

    | Skill/Competency | Melissa H. Anderson | O. B. Grayson Hall, Jr. | James T. Prokopanko | George A. Willis | Lydia H. Kennard | Kathleen L. Quirk | David P. Steiner | Lee J. Styslinger, Ill | Thomas A. Fanning | J. Thomas Hill | Cynthia L. Hostetler | Ronnie A. Pruitt | Richard T. O'Brien | | Public Company CEO (current or former) | | | | | | | | | | | | | | | General Management | | | | | | | | | | | | | | | Large Cap Operations Management | | | | | | | | | | | | | | | Mining and Construction | | | | | | | | | | | | | | | Heavy Industry | | | | | | | | | | | | | | | Financial and Audit | | | | | | | | | | | | | | | Capital Markets | | | | | | | | | | | | | | | Government Relations and Political | | | | | | | | | | | | | | | Legal and Risk Management | | | | | | | | | | | | | | | Human Resources | | | | | | | | | | | | | | | Safety, Health and Environmental | | | | | | | | | | | | | | | Logistics | | | | | | | | | | | | | | | Technology and Cyber Risks | | | | | | | | | | | | | |

  8. Election of Directors

    | 2026 Proxy Statement | 6 | |

  9. Election of Directors

    | | | Melissa H. Anderson | | | | | | Age: 61 | Director Since: 2019 | Committees: Compensation & Human Capital; Safety, Health and Environmental Affairs | | | | | | | | Career Highlights: Chief Business Transformation Officer of Albemarle Corporation, Charlotte, North Carolina (a leader in the global specialty chemicals industry) since 2025; Executive Vice President, Chief People and Transformation Officer of Albemarle Corporation from 2024 to 2025; 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 Chief Business Transformation Officer of Albemarle Corporation and previously worked as the top human resources executive for four publicly traded companies over the past 15 years. •She has served 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. | | | | |

  10. Election of Directors

    | | 7 | 2026 Proxy Statement |

  11. Election of Directors

    | | | O. B. Grayson Hall, Jr. | | | | | | Age: 68 | 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. | | | | |

  12. Election of Directors

    | 2026 Proxy Statement | 8 | |

  13. Election of Directors

    | | | James T. Prokopanko | | | | | | Age: 72 | 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 issues, 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. | | | | |

  14. Election of Directors

    | | 9 | 2026 Proxy Statement |

  15. Election of Directors

    | | | Ronnie A. Pruitt | | | | | | Age: 55 | Director Since: 2026 | Committees: None | | | | | | | | Career Highlights: Chief Executive Officer and member of the Board since January 2026. Chief Operating Officer from 2023 to 2025 and Senior Vice President of the Southwest and Western Divisions from 2021 to 2023. President and Chief Executive Officer of U.S. Concrete from 2020 to 2021. Skills and Qualifications: •Mr. Pruitt is Chief Executive Officer and a member of the Board. He has been with the company since its 2021 acquisition of U.S. Concrete, Inc. serving in senior leadership roles of increasing responsibility. He was appointed Chief Executive Officer and elected as a member of the Board effective January 2026. •He served as Chief Executive Officer of U.S. Concrete, Inc. prior to its acquisition by the company. He has served on the boards of directors of the National Stone, Sand and Gravel Association, the National Ready Mixed Concrete Association, and the American Cement Association. •Mr. Pruitt earned a bachelor’s degree from the University of Texas at Arlington. •Mr. Pruitt is a veteran of the building materials industry with over three decades of experience, including extensive experience enhancing safety programs, driving commercial excellence and strengthening operational performance. | | | | |

  16. Election of Directors

    | 2026 Proxy Statement | 10 | |

  17. Election of Directors

    | | | George A. Willis | | | | | | Age: 61 | 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 Vorto and is a member of the Executive Leadership Council. He previously served on the Board of Directors of Airlines for America. •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. | | | | |

  18. Election of Directors

    | | 11 | 2026 Proxy Statement |

  19. Election of Directors

    | | | Thomas A. Fanning | | | | | | Age: 69 | 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.) 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 Chairman of the Executive Committee of Alliance for Critical Infrastructure, he is engaged with an industry-led coalition aimed at strengthening national resilience. As Co-chairman of both the Electricity Subsector Coordinating Council and Tri-Sector Coordinating Council, Mr. Fanning played 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 gained 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. | | | | |

  20. Election of Directors

    | 2026 Proxy Statement | 12 | |

  21. Election of Directors

    | | | J. Thomas Hill | | | | | | Age: 67 | Director Since: 2014 | Committees: Executive | | | | | | | | Career Highlights: Executive Chairman of the Board since January 2026; Chairman of the Board from 2016 to 2025 and Chief Executive Officer from 2014 to 2025. Other Public Company Directorships: •Regions Financial Corporation Skills and Qualifications: •Mr. Hill is the Executive Chairman of the Board. 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 Chairman and Chief Executive Officer through December 2025 and 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. | | | | |

  22. Election of Directors

    | | 13 | 2026 Proxy Statement |

  23. Election of Directors

    | | | Cynthia L. Hostetler | | | | | | Age: 63 | 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, Manhattan, Kansas (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. | | | | |

  24. Election of Directors

    | 2026 Proxy Statement | 14 | |

  25. Election of Directors

    | | | Richard T. O’Brien | | | | | | Age: 72 | Director Since: 2008 | Committees: Executive; Audit; Safety, Health and Environmental Affairs | | | | | | | | Career Highlights Independent mining 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. | | | | |

  26. Election of Directors

    | | 15 | 2026 Proxy Statement |

  27. Election of Directors

    | | | Lydia H. Kennard | | | | | | Age: 71 | Director Since: 2022 | Committees: Audit; Safety, Health and Environmental Affairs | | | | | | | | Career Highlights: President and Chief Executive Officer of KDG Construction Consulting, Glendale, California and Quality Engineering Solutions, Pittsburgh, Pennsylvania (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 and the board of directors of Healthpeak Properties, Inc. from 2018 to 2022. •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. | | | | |

  28. Election of Directors

    | 2026 Proxy Statement | 16 | |

  29. Election of Directors

    | | | Kathleen L. Quirk | | | | | | Age: 62 | 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 2023; 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. | | | | |

  30. Election of Directors

    | | 17 | 2026 Proxy Statement |

  31. Election of Directors

    | | | David P. Steiner | | | | | | Age: 65 | Director Since: 2017 | Committees: Executive; Finance; Governance | | | | | | | | Career Highlights: •United States Postmaster General since July 2025; 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. Skills and Qualifications: •Mr. Steiner was appointed by the Postal Service Board of Governors to be America’s 76th Postmaster General and Chief Executive Officer in July 2025. •He previously served as Chief Executive Officer of Waste Management, Inc. Prior to that role, 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 formerly served on the boards of FedEx Corporation from 2009 to 2025, 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 prior 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. | | | | |

  32. Election of Directors

    | 2026 Proxy Statement | 18 | |

  33. Election of Directors

    | | | Lee J. Styslinger, III | | | | | | Age: 65 | Director Since: 2013 | Committees: Compensation & Human Capital; Governance | | | | | | | | Career Highlights: Co-Owner and Director of the Board of Altec, Inc., Birmingham, Alabama (a holding company for businesses that design, manufacture and market equipment for the electric and telecommunications industries globally); former Chairman (2011-2021) and Chief Executive Officer (1997-2021) of Altec, Inc. 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 and the board of directors of Glass Houses Acquisition Corp. from 2021 to 2022. •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. | | | | |

  34. Election of Directors

    | | Your Board of Directors recommends a vote “FOR” the election of Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt and George A. Willis, as directors. |

  35. Election of Directors

    | | 19 | 2026 Proxy Statement |

  36. Director Independence Criteria

    The Compensation & Human Capital Committee determines and oversees the execution of the company’s executive compensation philosophy and oversees the administration of the company’s executive compensation plans, as well as oversees the Company’s key human capital management strategies and policies. The Compensation & Human Capital Committee is responsible for, among other things: •determining and setting the amount of compensation paid to our CEO and other senior officers; •reviewing compensation plans relating to our officers; •interpreting and administering the Executive Incentive Plan (EIP), the Management Incentive Plan (MIP), the 2006 Omnibus Long-Term Incentive Plan (the 2006 Plan), the 2016 Omnibus Long-Term Incentive Plan (the 2016 Plan) and the 2025 Omnibus Long-Term Incentive Plan (the 2025 Plan); •making recommendations to the Board with respect to compensation paid by the company to any director; •overseeing any material risks arising from the Company’s compensation policies and practices; and •overseeing the Company’s key human capital management strategies and policies, including those relating to workforce recruitment, retention and development. The Compensation & Human Capital Committee also reviews and discusses with management the Compensation Discussion and Analysis required by SEC rules to be included in our proxy statement. The Compensation & Human Capital Committee retains Meridian Compensation Partners, LLC as its independent compensation consultant. For a description of the process undertaken by the Compensation & Human Capital Committee to set compensation and the role of our independent compensation consultant in that process, please refer to the Section entitled “Compensation Discussion and Analysis” in this proxy statement. The members of the Compensation & Human Capital Committee are Messrs. Fanning (Chair), Prokopanko, Styslinger and Willis, and Ms. Anderson. The Compensation & Human Capital Committee is composed solely of non-management directors who are “independent” within the meaning of the listing standards of the NYSE, SEC rules and regulations and the Director Independence Criteria. In addition, each Compensation & Human Capital Committee member is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.

  37. 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, including the company’s use of artificial intelligence. 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 artificial intelligence, 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. COMPENSATION & HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None. TRANSACTIONS WITH RELATED PERSONS Transactions in which the company participates and in which any related person of the company has a direct or indirect material interest are subject to our Business Conduct Policy and are subject to review, approval or ratification, as appropriate under the circumstances, by the company under the standards enumerated in the Business Conduct Policy. Each director, executive officer and director nominee of the company receives and agrees to abide by our Business Conduct Policy. We also require our directors and executive officers to complete a director and officer questionnaire annually that requires disclosure of any related party transactions. In assessing the independence of its members, the Board considers any interests a director may have in any transactions in which the company participates. The Board also considers other entities with which the directors are affiliated and any business the company has done with such entities.

  38. Board of Directors

    | 2026 Proxy Statement | 30 | |

  39. Board of Directors

    Except as discussed below, since the beginning of our last fiscal year, no financial transactions, arrangements or relationships, or any series of them, were disclosed or proposed through our processes for review, approval or ratification of transactions with related persons in which (i) Vulcan was or is to be a participant, (ii) the amount involved exceeded $120,000, and (iii) any related person had or will have a direct or indirect material interest. A related person means any director, nominee for director, executive officer or 5% owner of our common stock or an immediate family member of any such person. The company paid $11,282,986 in rent and royalty payments to Florida Rock Properties, Inc. (FRP) in 2025 in the ordinary course of its aggregates operations. Mr. Baker, our President, is a significant shareholder of FRP Holdings, Inc., the parent company of FRP. The company paid the United States Postal Service $255,166 for mail-related goods and services in 2025. Mr. Steiner was appointed Postmaster General of the United States Postal Service during 2025. We do not believe Mr. Steiner had a direct or indirect material interest in the transaction that would impair his independence or status as a “non-employee” director or “outside director” under applicable rules of the NYSE, SEC or Code. POLICY AGAINST HEDGING AND PLEDGING SECURITIES Our insider trading policy prohibits our directors, executive officers and employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of company securities granted as part of their compensation or held, directly or indirectly, by such person. Our insider trading policy also prohibits our directors, executive officers and employees from holding company securities in a margin account or pledging company securities as collateral for a loan. SHAREHOLDER COMMUNICATION WITH OUR BOARD OF DIRECTORS Our Board has established a process for shareholders and other interested parties to communicate directly with the independent lead director or with the non-management directors individually or as a group. Any shareholder or other interested party who desires to contact one or more of our non-management directors, including our Board’s independent lead director, may send correspondence to the following address: Board of Directors (or lead director or name of individual director) c/o Corporate Secretary Vulcan Materials Company 1200 Urban Center Drive Birmingham, Alabama 35242 All such communications will be forwarded to the appropriate director or directors specified in such communications as soon as practicable in accordance with the Policy on Shareholder Communications with the Board, adopted by the independent directors in February 2004. POLICY ON REPORTING OF CONCERNS REGARDING ACCOUNTING MATTERS Our Business Conduct Policy (available on our website at www.vulcanmaterials.com under the heading “Investor Relations” under the subheading “Corporate Governance”) sets forth our policies regarding reporting of accounting-related concerns or complaints (as well as reporting of other concerns or complaints) to our Compliance Officer or the Audit Committee. Any shareholder or interested party who has any concerns or complaints relating to accounting, internal accounting controls or auditing matters, may contact the Audit Committee by writing to the following address: Vulcan Audit Committee c/o Corporate Secretary Vulcan Materials Company

  40. Board of Directors

    | | 31 | 2026 Proxy Statement |

  41. 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, 2025. EQUITY COMPENSATION PLAN INFORMATION

  42. Equity Compensation Plans

    | 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 | 3,000 | $92.69 | | | Deferred Stock Units for Non-employee Directors | 41,986 | | | | Total 2006 Omnibus Long-Term Incentive Plan | 44,986 | | 0(2) | | 2016 Omnibus Long-Term Incentive Plan | | | | | Stock-Only Stock Appreciation Rights | 359,754 | $189.15 | | | Performance Share Units | 330,072 | | | | Restricted Stock Units | 240,835 | | | | Deferred Stock Units for Non-employee Directors | 37,268 | | | | Restricted Stock Units for Non-employee Directors | 33,936 | | | | Total 2016 Omnibus Long-Term Incentive Plan | 1,001,865 | $189.15 | 0(2) | | 2025 Omnibus Long-Term Incentive Plan | | | | | Stock Only Stock Appreciation Rights | 0 | 0 | | | Performance Share Units | 340 | | | | Restricted Stock Units | 11,848 | | | | Restricted Stock Units for Non-employee Directors | 7,187 | | | | Total 2025 Omnibus Long-Term Incentive Plan | 19,375 | 0 | 8,165,125 | | Equity compensation plans not approved by security holders | NONE | | NONE | | Total of All Plans | 1,066,226 | | 8,165,125 |

  43. Equity Compensation Plans

    (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, the 2016 Plan and the 2025 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). (2)Future grants will not be made under these plans. These plans will be used only for the administration and payment of grants that were outstanding when the 2025 Plan was approved.

  44. Equity Compensation Plans

    | | 37 | 2026 Proxy Statement |

  45. Equity Compensation Plans

    | Table of Contents | | Our mission is to provide quality products and service; to foster the safety, skills and development of our people; to protect the environment; and to create superior, sustainable value for our shareholders. | | Section | Page Number | | | Executive Summary | 38 | | | Executive Compensation Philosophy | 40 | | | Elements of Compensation | 45 | | | Compensation Decision Approach | 52 | | | Stock Ownership Guidelines | 53 | | | Risk, Accounting and Tax Considerations | 54 | |

  46. Equity Compensation Plans

    EXECUTIVE SUMMARY The Compensation Discussion and Analysis describes the company’s executive compensation philosophy and programs for our named executive officers (NEOs). The company’s NEOs for 2025* were:

  47. Equity Compensation Plans

    | Name | Principal Position for 2025 | | J. Thomas Hill | Chairman and Chief Executive Officer | | Ronnie A. Pruitt | Chief Operating Officer | | Thompson S. Baker, II | President | | David P. Clement | Senior Vice President | | Mary Andrews Carlisle | Senior Vice President and Chief Financial Officer |

  48. Equity Compensation Plans

    *As previously announced by the company on October 13, 2025, effective January 1, 2026, Mr. Pruitt was appointed Chief Executive Officer and elected as a member of the Board, and Mr. Hill was elected Executive Chairman of the Board.

  49. 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 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. |

  50. 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 2025.

  51. Compensation Principles

    | Short-Term Cash Incentive | Performance Shares (1) | | Restricted Stock (1) | SOSARs (1) | | Salary | |

  52. Compensation Principles

    (1)SOSARs refers to Stock-Only Stock Appreciation Rights. Restricted Stock refers to RSUs. Performance Shares refers to PSUs.

  53. 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 | |

  54. Other NEOs Evaluation

    | David Clement | | | Senior Vice President | | | Mr. Clement’s Accomplishments During the Year Included: | | | •Implementing a process for long-term major capital expenditures to ensure that annual projections are aligned with projected capital availability; •Providing executive leadership to the Operations and Support function by embedding the Vulcan Way of Operating tenets in our operations culture; | •Developing the Vulcan Way of Operations Training to transfer knowledge with respect to critical skills; and •Assisting with enterprise-wide digital transformation efforts by advancing pilot for equipment asset management platform. |

  55. 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. |

  56. 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.

  57. Safety Performance

    For 2025, 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 and incidents from recent acquisitions) of 0.89 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 and incidents from recent acquisitions), facilities having completed 100% of their serious injury and fatality prevention observations and engagements, and facilities having completed 99% of the executive reviews related to serious or potentially serious incidents, each NEO received an increase of 7.4 points to the performance bonus multiple used to calculate his or her bonus for 2025. The table below shows the target bonus and the short-term incentive paid to each NEO based on 2025 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.

  58. Safety Performance

    | Name | Base Salary ($) | “Target Bonus” as a Percentage of Base Salary (%) | Target Bonus Amount ($) | Cash Bonus Paid Based on 2025 Performance ($) | | Tom Hill | 1,235,000 | 160% | 1,976,000 | 3,043,000 | | Ronnie Pruitt | 798,000 | 100% | 798,000 | 1,228,900 | | Tom Baker | 800,000 | 100% | 800,000 | 1,232,000 | | David Clement | 616,000 | 85% | 523,600 | 806,300 | | Mary Andrews Carlisle | 702,000 | 95% | 666,900 | 1,027,000 |

  59. 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: •Ensure NEOs’ financial interests are aligned with our shareholders’ interests •Motivate decision-making that improves financial performance over the long-term •Recognize and reward superior financial performance of the company •Provide a retention element to our compensation program •Promote compliance with the stock ownership guidelines for executives 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. Our 2016 and 2025 Plans, approved by our shareholders at our 2016 and 2025 Annual Meetings of Shareholders, respectively, provide 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: •stock options •SOSARs •PSUs •RSUs

  60. Long-Term Equity Incentives

    | | 47 | 2026 Proxy Statement |

  61. 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.

  62. 2025 Long-Term Incentive Grants

    2025 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 2025, 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:

  63. 2025 Long-Term Incentive Grants

    | Name | Base Salary ($) | “Target LTI” as a Percentage of Base Salary (%) | Target LTI Amount ($) | | Tom Hill | 1,235,000 | 800% | 9,880,000 | | Ronnie Pruitt | 798,000 | 345% | 2,753,100 | | Tom Baker | 800,000 | 390% | 3,120,000 | | David Clement | 616,000 | 190% | 1,170,400 | | Mary Andrews Carlisle | 702,000 | 275% | 1,930,500 |

  64. 2025 Long-Term Incentive Grants

    A summary of all long-term incentive (LTI) grants made to NEOs in 2025 is as follows:

  65. 2025 Long-Term Incentive Grants

    | | 2025 Annual Grants | | | Total LTI Grants | | Name | SOSARs | PSUs | RSUs | | | Tom Hill | 18,820 | 23,540 | 7,850 | 50,210 | | Ronnie Pruitt | 5,240 | 6,560 | 2,190 | 13,990 | | Tom Baker | 5,940 | 7,430 | 14,150 | 27,520 | | David Clement | 2,230 | 2,790 | 6,885 | 11,905 | | Mary Andrews Carlisle | 3,680 | 4,600 | 1,530 | 9,810 |

  66. 2025 Long-Term Incentive Grants

    These awards are also reflected in the Summary Compensation Table on page 56 and the Grants of Plan-Based Awards table on page 58.

  67. 2025 Long-Term Incentive Grants

    | 2026 Proxy Statement | 48 | |

  68. 2025 Long-Term Incentive Grants

    Performance Share Units PSUs, which comprised 60% of each NEO’s target LTI award in 2025 (with the exception of Messrs. Baker and Clement, who each received an RSU retention grant in 2025), 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 2025, 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 ton3, each averaged over the three-year period ending December 31, 2027. 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 2025 PSUs that may vest over the three-year period based on potential levels of performance:

  69. Performance Share Unit Payment Table(1)

    Performance Share Unit Payment Table(1)

  70. 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 |

  71. 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%. (2)Payouts are interpolated for returns between threshold and target, and target and maximum. Payment is made in the form of Vulcan common stock. (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. Stock-Only Stock Appreciation Rights SOSARs are stock option-like instruments. SOSARs, which comprised 20% of each NEO’s target LTI award in 2025 (with the exception of Messrs. Baker and Clement), provide value to the executives only if the market value of our common stock appreciates above the grant date exercise price. If not, the instrument will expire at the end of its term and be forfeited. SOSARs entitle the recipient to receive, at the time of exercise, shares of Vulcan stock with a market value equal to the excess of the market price of Vulcan stock on the date the SOSARs are exercised, over the exercise price (the closing price of Vulcan stock on the date of grant) multiplied by the number of SOSARs exercised. SOSARs have a ten-year term and vest at a rate of one-third annually over the first three years of the term. RSUs, which comprised 20% of each NEO’s target LTI award in 2025 (with the exception of Messrs. Baker and Clement), 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.

  72. Performance Share Unit Payment Table(1)

    | | 49 | 2026 Proxy Statement |

  73. Payments of Prior Grants

    Payments of Prior Grants In February 2025, all of the NEOs received payment for PSUs that were granted in 2022, which vested on December 31, 2024, based on our results relative to the established performance criteria. These PSUs were paid out at 180.1% of the original grant amount. One-half of the PSU payment percentage of 180.1% was based on TSR performance of our common stock relative to the TSR performance of the companies that comprised 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.

  74. Payment Calculation for PSUs Granted in 2022 and Paid February 7, 2025

    Payment Calculation for PSUs Granted in 2022 and Paid February 7, 2025

  75. Payment Calculation for PSUs Granted in 2022 and Paid February 7, 2025

    | Name | Units Granted in 2022 (#) | Percentage Payable (%) | Units Payable (#) | | Tom Hill | 22,000 | 180.1% | 39,622 | | Ronnie Pruitt | 2,900 | 180.1% | 5,223 | | Tom Baker | 6,500 | 180.1% | 11,707 | | David Clement | 2,900 | 180.1% | 5,223 | | Mary Andrews Carlisle | 3,600 | 180.1% | 6,484 |

  76. 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. 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 65.

  77. Retirement Benefits

    | 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 2025. In 2025, 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 2026 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 2025 |

  78. 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, assists 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.

  79. 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 2025, our revenues ranked near the median of the peer group and our market capitalization was above the 75th percentile. Our peer group for 2025 consisted of the following 24 companies:

  80. Peer Group

    | Air Products and Chemicals, Inc. | Eagle Materials Inc. | NewMarket Corporation | | Albemarle Corporation | Eastman Chemical Company | Newmont Corporation | | Allison Transmission Holdings, Inc. | Ecolab Inc. | Owens Corning | | Ball Corporation | FMC Corporation | Packaging Corporation of America | | Cabot Corporation | Fortune Brands Home & Security, Inc. | Summit Materials, Inc. | | Celanese Corporation | Lennox International Inc. | The Mosaic Company | | CF Industries Holdings, Inc. | Martin Marietta Materials, Inc. | The Timken Company | | Dover Corporation | Masco Corporation | Westlake Chemical Corporation |

  81. Peer Group

    STOCK OWNERSHIP GUIDELINES To align the interests of the NEOs with our shareholders’ interests and to promote a long-term focus for these officers, the company maintains executive stock ownership guidelines for the officers of the company, including the NEOs. The guidelines are based on the Compensation & Human Capital Committee’s assessment of market practices. The stock ownership requirements are higher for the CEO than for the other NEOs. The following table details the guidelines for each NEO as of March 1, 2026, expressed as a multiple of base salary:

  82. Peer Group

    | Name | Stock Value as a Multiple of Base Salary | | Tom Hill | 2x | | Ronnie Pruitt | 7x | | Tom Baker | 4x | | David Clement | 3x | | Mary Andrews Carlisle | 4x |

  83. Peer Group

    The Compensation & Human Capital Committee reviews compliance with the ownership guidelines on an annual basis. As of March 1, 2026, all of our NEOs met or exceeded our ownership guidelines.

  84. Peer Group

    | | 53 | 2026 Proxy Statement |

  85. Compensation & Human Capital Committee

    | 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 | 2025 | 1,235,000 | — | 7,906,513 | 1,976,288 | 3,043,000 | (20,309) | 559,005 | 14,699,497 | | | 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 | | Ronnie A. Pruitt Chief Operating Officer | 2025 | 791,667 | — | 2,203,950 | 550,252 | 1,228,900 | — | 416,324 | 5,191,093 | | | 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 | | Thompson S. Baker, II President | 2025 | 800,000 | — | 5,496,254 | 623,759 | 1,232,000 | — | 204,381 | 8,356,394 | | | 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 | | David P. Clement Senior Vice President | 2025 | 613,333 | — | 2,436,938 | 234,172 | 806,300 | 12,381 | 136,730 | 4,239,854 | | | 2024 | 595,167 | — | 911,430 | 227,885 | 674,400 | (128,675) | 136,567 | 2,416,774 | | | 2023 | 566,500 | — | 2,277,471 | 194,005 | 817,000 | (16,791) | 105,919 | 3,944,104 | | Mary Andrews Carlisle Senior Vice President and Chief Financial Officer | 2025 | 697,500 | — | 1,544,024 | 386,437 | 1,027,000 | 10,963 | 183,873 | 3,849,797 | | | 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 |

  86. Compensation & Human Capital Committee

    | Nonqualified Deferred Compensation Plan | | | | | | | | 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 | 2,100,923 | 0 | 15,721,962 | | Ronnie Pruitt | 0 | 0 | 0 | 0 | 0 | | Tom Baker | 0 | 0 | 0 | 0 | 0 | | David Clement | 0 | 0 | 299,550 | 0 | 2,246,713 | | Mary Andrews Carlisle | 0 | 0 | 7,185 | 0 | 43,368 |

  87. Vulcan Materials Company Pension Plan

    Vulcan Materials Company Pension Plan The Vulcan Materials Company 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 2025 is $280,000. 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. 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.

  88. The Vulcan Nonqualified Retirement Plan

    The Vulcan Nonqualified Retirement Plan The Nonqualified Plan enables the company to pay any person whose pension under the Pension Plan has been reduced as a result of the limitations imposed by Sections 401 and 415 of the Code, an amount equal to the difference between the amount the person would have received under the Pension Plan had there been no limitations and the amount the person will receive under the Pension Plan after giving effect to the limitations. In 2013, the Nonqualified Plan was also amended to freeze future service and pay accruals in the same manner as described above for the qualified Pension Plan. The Nonqualified Plan is unfunded and amounts payable to the employees covered thereby are considered to be general obligations of the company; however, the Nonqualified Plan contains provisions that allow for the funding of a rabbi trust to improve the security of the benefit, to some extent, upon the occurrence of a change of control event (as defined in the Nonqualified Plan). The determination of the benefit amount and the payment options under the Nonqualified Plan are the same as the Pension Plan, except as follows. Effective January 1, 2007, the Nonqualified Plan was amended to allow existing participants to make an election to receive nonqualified pension benefits in the form of installment payments over a period of 10 years, thereby accelerating payout and minimizing, to some extent, the risk of future non-payment. The installment payments are actuarially equivalent to the various annuity options available under the Pension Plan.

  89. The Vulcan Nonqualified Retirement Plan

    | | 63 | 2026 Proxy Statement |

  90. Eligibility For Early Retirement

    Eligibility For Early Retirement As of February 1, 2026, Messrs. Hill and Clement were eligible for early retirement under the Pension Plan and the Nonqualified Plan. 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, 2025 and assumes that the price of the company’s common stock is the closing market price as of December 31, 2025 (the last trading day of the fiscal year).

  91. Termination Events

    Termination Events The adjacent list sets forth different types of termination events that can affect the treatment of payments under the compensation and benefit programs: •Retirement or Retirement Eligible—Termination of a NEO who is at least 55 years old and has at least one year of credited service. •Involuntary Termination without Cause—Termination of a NEO who is not retirement eligible. •Resignation—Voluntary termination by a NEO who is not retirement eligible. •Death or Disability—Termination of a NEO due to death or disability. •Involuntary Termination for Cause—Termination of a NEO for cause. Cause includes individual performance below minimum performance standards and misconduct.

  92. 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:

  93. 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 |

  94. Termination Pay and Benefits Programs

    | 2026 Proxy Statement | 64 | |

  95. Termination Pay and Benefits Programs

    | Program | Retirement/ Retirement Eligible | Involuntary Termination Not for Cause | Resignation | Death or Disability | Involuntary Termination for Cause | | 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 |

  96. 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.

  97. 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, 2025, 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 Clement were retirement eligible on December 31, 2025. 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 commence as soon as possible following December 31, 2025, 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.

  98. Retirement and Pension Benefits

    | 2026 Proxy Statement | 68 | |

  99. Executive Deferred Compensation Plan

    | 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) ($) | | | | 2025 | 14,699,497 | 21,798,649 | 5,409,285 | 7,081,408 | 200.02 | 130.99 | 1,076.7 | 2,323.6 | | 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 | 115.86 | 575.6 | 1,625.6 | | 2021 | 10,420,114 | 20,186,426 | 3,084,236 | 4,984,584 | 146.95 | 143.00 | 670.8 | 1,451.3 |

  100. 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.

  101. Analysis of the Information Presented in the Pay Versus Performance Table

    | | 75 | 2026 Proxy Statement |

  102. Analysis of the Information Presented in the Pay Versus Performance Table

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS The Company’s long-standing practice has been to grant LTI equity awards on a predetermined schedule. At the first quarterly meeting of any new fiscal year, the Compensation & Human Capital Committee reviews and approves the value and amount of the equity compensation to be awarded (inclusive of RSUs, PSUs, and SOSARs) to executive officers. The first quarterly meeting of the Compensation & Human Capital Committee typically occurs before the Company’s release of the financial results for the prior fiscal year and the filing of the Company’s Annual Report on Form 10-K for that fiscal year. The grant of approved equity awards occurs two business days after the Company’s release of the financial results for the prior fiscal year.

  103. Analysis of the Information Presented in the Pay Versus Performance Table

    | 2026 Proxy Statement | 76 | |

  104. Analysis of the Information Presented in the Pay Versus Performance Table

    The Compensation & Human Capital Committee does not take material nonpublic information into account when determining the timing and terms of LTI equity awards. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize executive officers to deliver on the Company’s strategic objectives for the new fiscal year. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is precluded by the predetermined schedule. The following table contains information required by Item 402(x)(2) of Regulation S-K regarding SOSARs granted to the NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K. The Company did not grant any SOSARs to the NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that disclosed material information.

  105. Analysis of the Information Presented in the Pay Versus Performance Table

    | Name | Grant Date | Number of securities underlying the award (#) | Exercise price of the award ($/Sh) | Grant date fair value of the award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | Tom Hill | 02/20/2025 | 18,820 | $258.59 | 1,976,288 | (4.8)% | | Ronnie Pruitt | 02/20/2025 | 5,240 | $258.59 | 550,252 | (4.8)% | | Tom Baker | 02/20/2025 | 5,940 | $258.59 | 623,759 | (4.8)% | | David Clement | 02/20/2025 | 2,230 | $258.59 | 234,172 | (4.8)% | | Mary Andrews Carlisle | 02/20/2025 | 3,680 | $258.59 | 386,437 | (4.8)% |

  106. Analysis of the Information Presented in the Pay Versus Performance Table

    | | 77 | 2026 Proxy Statement |

  107. Analysis of the Information Presented in the Pay Versus Performance Table

    We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, our Board considers the significant amount of time that directors expend on fulfilling their duties to the company, as well as the limited pool of, and competition among public companies for, well-qualified board members. Additional amounts are paid to committee chairs in recognition of the substantial responsibilities of the chair. Annually, the Compensation & Human Capital Committee’s independent compensation consultant evaluates the competitiveness of the company’s non-employee director compensation program relative to peer companies and recommends any changes to the Compensation & Human Capital Committee, which evaluates such proposed changes and recommends any changes to the full Board for approval. Directors are subject to a minimum share ownership requirement. Within five years of becoming a director, each director is required to own shares of the company’s common stock that have a value of six times the annual director cash retainer. Shares or units held by a director under our deferred compensation plan, including DSUs and RSUs, are included in calculating the director’s ownership. CASH COMPENSATION PAID TO BOARD MEMBERS Members of the Board who are not employees of the company are paid a retainer of $125,000 per year, plus the following fees: •$40,000 Lead Director retainer fee; •$25,000 Audit Committee chair retainer fee; •$20,000 retainer fee for all other committee chairs. DEFERRED COMPENSATION PLAN We maintain a Deferred Compensation Plan for directors who are not employees of the company (Directors’ Deferred Compensation Plan), under which such directors are permitted to defer the cash compensation to which they are entitled for specified periods or until they cease to be directors. The deferred amounts, at the election of the director, are either (i) credited with interest at prescribed rates; or (ii) converted into a number of stock equivalents equal to the number of shares of the company’s common stock (based on the market price at the time of deferral) that could be purchased with the amount deferred. Whenever a dividend is paid on our common stock, the stock equivalent accounts are credited with an additional number of stock units corresponding to the amount of the dividend. At the end of the deferral period, the stock equivalents are settled in shares of the company’s common stock, and interest-based deferrals are settled in cash. The Directors’ Deferred Compensation Plan also provides for a lump-sum settlement of a director’s deferred compensation account in stock or cash, as applicable, if following a Change in Control (as defined in the Directors’ Deferred Compensation Plan): (i) the participating director ceases to be a member of the Board; (ii) the Directors’ Deferred Compensation Plan is terminated; or (iii) the company’s capital structure is changed materially. The Directors’ Deferred Compensation Plan was approved by the company’s shareholders in 1993. RESTRICTED STOCK UNITS Equity-based grants are awarded to our non-employee directors on an annual basis. These grants represent a significant portion of their compensation package. We believe that equity grants promote a greater alignment of interests between our directors and our shareholders through increasing their ownership of our common stock. Further, we believe that equity grants support our ability to attract and retain qualified individuals to serve as directors of the company by affording them an opportunity to share in our future success. Prior to 2020, our non-employee directors received equity awards generally in the form of DSUs. DSUs were fully non-forfeitable on the date of the grant; however, payment is deferred until the director ceases to serve on the Board or a change of control occurs. For grants made in 2025, the Compensation & Human Capital Committee approved RSUs as the

  108. Analysis of the Information Presented in the Pay Versus Performance Table

    | 2026 Proxy Statement | 78 | |

  109. Analysis of the Information Presented in the Pay Versus Performance Table

    equity award vehicle for our non-employee directors based on a review by Meridian of common practices among other companies of our size, including our peer companies. In May 2025, 650 RSUs were granted to each non-employee director pursuant to the 2025 Plan, which was approved by our shareholders in 2025. 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 The table below summarizes the compensation paid by the company to non-employee directors for the fiscal year ended December 31, 2025:

  110. Analysis of the Information Presented in the Pay Versus Performance 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 | 125,000 | 175,260 | 0 | 0 | 0 | 5,626 | 305,886 | | Thomas A. Fanning | 145,000 | 175,260 | 0 | 0 | 0 | 23,992 | 344,252 | | O. B. Grayson Hall, Jr. | 185,000 | 175,260 | 0 | 0 | 0 | 19,715 | 379,975 | | Cynthia L. Hostetler | 125,000 | 175,260 | 0 | 0 | 0 | 23,992 | 324,252 | | Lydia H. Kennard | 125,000 | 175,260 | 0 | 0 | 0 | 1,574 | 301,834 | | Richard T. O’Brien | 145,000 | 175,260 | 0 | 0 | 0 | 43,617 | 363,877 | | James T. Prokopanko | 125,000 | 175,260 | 0 | 0 | 0 | 45,633 | 345,893 | | Kathleen L. Quirk | 150,000 | 175,260 | 0 | 0 | 0 | 15,134 | 340,394 | | David P. Steiner | 145,000 | 175,260 | 0 | 0 | 0 | 17,573 | 337,833 | | Lee J. Styslinger, III | 125,000 | 175,260 | 0 | 0 | 0 | 31,939 | 332,199 | | George Willis | 125,000 | 175,260 | 0 | 0 | 0 | 3,826 | 304,086 |

  111. Analysis of the Information Presented in the Pay Versus Performance Table

    (1)This column represents the accounting expense for the awards granted in 2025; therefore, the values shown are not representative of the amounts that may eventually be realized by a director. Pursuant to SEC rules, we have provided a grant date fair value for stock awards in accordance with the provisions of FASB ASC Topic 718. For RSUs, the fair value is estimated on the date of grant based on the closing market price of our stock ($269.63) on the grant date (May 9, 2025). At December 31, 2025, the aggregate number of outstanding RSUs and DSUs accumulated on account for all years of service, including dividend equivalent units, were: