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

Vulcan Materials CO (VMC)

DEF 14A 2026-03-24 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Vulcan Materials CO filed this DEF 14A on March 24, 2026.

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Proxy Summary			1
Proposal 1. Election of Directors			5
Proposal 2 . Advisory Vote on Compensation of Our Named Executive Officers (Say on Pay)			20
Proposal 3 . Ratification of Appointment of Independent Registered Public Accounting Firm			21
Corporate Governance			22
Policies			22
Shareholder Engagement			22
Director Independence			22
Director Nomination Process			23
Board Leadership Structure			24
Non-Management Executive Sessions			25
Meetings and Attendance			25
Committees of the Board of Directors			25
Enterprise Risk Management			29
Compensation & Human Capital Committee Interlocks and Insider Participation			30
Transactions with Related Persons			30
Policy Against Hedging and Pledging Securities			31
Shareholder Communication with Our Board of Directors			31
Policy on Reporting of Concerns Regarding Accounting Matters			31
Report of the Audit Committee			32
Independent Registered Public Accounting Firm			33
Fees Paid to Independent Registered Public Accounting Firm			33
Pre-Approval of Services Performed by Independent Registered Public Accounting Firm			33
Security Ownership of Certain Beneficial Owners and Management			34
Security Ownership of Certain Beneficial Owners			34
Security Ownership of Management			35
Equity Compensation Plans			37


Compensation Discussion and Analysis			38
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
Compensation & Human Capital Committee Report			55
Executive Compensation			56
Summary Compensation Table			56
Grants of Plan-Based Awards			58
Outstanding Equity Awards at Fiscal Year-End			59
Deferred Compensation Plan			61
Option Exercises and Stock Vested			62
Retirement Benefits			62
Payments Upon Termination or Change of Control			64
CEO Pay Ratio			71
Pay Versus Performance			72
Policies and Practices Related to the Grant of Certain Equity Awards			76
Director Compensation			78
Director Summary Compensation Table			79
Annual Meeting and Voting Information			81
General Information			87
Delinquent Section 16(a) Reports			87
Shareholder Proposals and Nominations for 2027			87
Forward-Looking Statements			88
ANNEX A: Reconciliation of Non-GAAP Financial Measures			A-1


Name	Age	Committees	Director Since

Nominees for Terms Expiring in 2029
Melissa H. Anderson	61	Compensation & Human Capital; Safety, Health and Environmental Affairs	2019
O. B. Grayson Hall, Jr.	68	Executive; Finance; Governance	2014
James T. Prokopanko	72	Compensation & Human Capital; Governance	2009
Ronnie A. Pruitt	55	None	2026
George A. Willis	61	Compensation & Human Capital; Safety, Health and Environmental Affairs	2020
Terms Expiring in 2027
Thomas A. Fanning	69	Executive; Audit; Compensation & Human Capital	2015
J. Thomas Hill	67	Executive	2014
Cynthia L. Hostetler	63	Finance; Governance	2014
Richard T. O’Brien	72	Executive; Audit; Safety, Health and Environmental Affairs	2008
Terms Expiring in 2028
Lydia H. Kennard	71	Audit; Safety, Health and Environmental Affairs	2022
Kathleen L. Quirk	62	Executive; Audit; Finance	2017
David P. Steiner	65	Executive; Finance; Governance	2017
Lee J. Styslinger, III	65	Compensation & Human Capital; Governance	2013


			Short-Term Cash Incentive						Performance Shares (1)

			Restricted Stock (1)						SOSARs (1)

			Salary



	2025 ($)	2024 ($)

Audit Fees(1)	3,676,375	3,906,000
Audit-Related Fees(2)	260,625	455,093
Tax Fees	—	—
All Other Fees	—	—
Total	3,937,000	4,361,093


On behalf of the Vulcan Materials Company board of directors, in my role as independent lead director, thank you for entrusting us to oversee your investment in Vulcan. This past year, your Board of Directors continued to guide and oversee the management team on the implementation of Vulcan’s strategy to ensure that potential risks to the business are considered and managed. More than ten years ago, the company memorialized The Vulcan Way—doing the right thing, the right way, at the right time. This philosophy continues to guide the business and deliver sustainable value to you, our shareholders, as well as our employees, customers and communities. Vulcan delivered another year of strong earnings growth and margin expansion in 2025, demonstrating the durability of its business, strength of the management team, and Vulcan’s outstanding people across the enterprise. The continued emphasis on commercial and operational execution led to an 18% improvement in net earnings attributable to Vulcan, a 13% improvement in Adjusted EBITDA* and a 29% increase in operating cash flow. Vulcan’s aggregates segment gross profit increased 8%, and Vulcan continues to expand its industry-leading aggregates cash gross profit per ton*, which reached $11.33 last year. These results allow the company to maintain a proactive approach to capital stewardship by reinvesting in core operations while also returning nearly $700 million to shareholders through dividends and share repurchases in 2025. The Board oversaw a successful executive leadership transition, with Ronnie Pruitt succeeding Tom Hill as CEO effective January 1, 2026. A veteran of the building materials industry with over three decades of experience, Ronnie has a proven track record of driving commercial excellence and strengthening operational performance. Under Ronnie’s leadership and with the Board’s continued guidance and oversight, Vulcan will maintain its strategic direction as an aggregates-led business and continue winning the future in aggregates. Your Board remains deeply committed to independent leadership and robust risk oversight. We have continued to guide management on the implementation of Vulcan’s strategy, ensuring that potential risks are addressed with vigilance and transparency. But the important work of the Board to examine plans, advise on strategy, and assess future opportunities and challenges is never finished. We remain ever vigilant in overseeing your company. As your independent lead director, I firmly believe that good governance depends on transparency, candor, and open lines of communication conducted in an environment of trust and respect. Ongoing engagement with our shareholders is critically important to ensuring that Vulcan remains aligned with your interests. Your questions, ideas and feedback make us a stronger company. We look forward to continuing our conversations with you and hearing your feedback and insight regarding the company. YOUR VOTE IS IMPORTANT On or about March 24, 2026, we began mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2025 Annual Report to Shareholders, via the internet. Shareholders who do not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of the Notice of Annual Meeting, proxy statement, proxy card, and 2025 Annual Report to Shareholders, which we also began mailing on or about March 24, 2026. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Copies of our Notice of Annual Meeting, proxy statement, proxy card and 2025 Annual Report to Shareholders are available at www.proxyvote.com.									Under Ronnie’s leadership and with the Board’s continued guidance and oversight, Vulcan will maintain its strategic direction as an aggregates-led business and continue winning the future in aggregates.


Total Revenue ($ in millions)			Net Earnings Attributable to Vulcan ($ in millions)			Adjusted EBITDA* ($ in millions)


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.


In accordance with Section 14A of the Exchange Act, we are asking shareholders to approve, on an advisory basis, the compensation paid to our NEOs as disclosed in the Section entitled “Compensation Discussion and Analysis,” and in the compensation tables and narrative discussion contained in this proxy statement. While this vote is advisory and not binding on the company, it provides information to our Compensation & Human Capital Committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation & Human Capital Committee will consider when determining executive compensation in the future. At our 2023 Annual Meeting of Shareholders, our shareholders once again indicated a preference that the advisory vote on the compensation for our NEOs occur on an annual basis. Subsequently, our Board determined to continue its policy for annual “Say on Pay” advisory votes. It is expected that the next shareholder vote on the frequency of “Say on Pay” advisory votes will occur at our 2029 Annual Meeting of Shareholders. At our 2025 Annual Meeting of Shareholders, our shareholders voted over 96% in favor of our “Say on Pay” proposal. We believe this demonstrated strong support for our compensation program and policies. We have continued to analyze and make changes to our compensation program, considering new compensation trends and best practices. We also participated in dialogues regarding our executive compensation program with many of our largest shareholders through our corporate governance shareholder engagement program. Please read the “Compensation Discussion and Analysis” Section on pages 38 to 54 for an in-depth look at our compensation program and how it was applied to the performance of our NEOs in 2025. Based on the foregoing, the Board recommends a vote FOR the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement.” As an advisory vote, this proposal is not binding on the company. However, our Board and Compensation & Human Capital Committee will consider the outcome of the advisory vote when making future compensation decisions.									Your Board of Directors recommends a vote “FOR” the compensation of our named executive officers as contained in this proxy statement.


The Audit Committee, which is composed solely of independent directors, has appointed Deloitte & Touche LLP as the independent registered public accounting firm for the company and its subsidiaries for the fiscal year ending December 31, 2026. The function of the independent registered public accounting firm is to audit our accounts and records; to report on the consolidated balance sheet and the related statements of consolidated comprehensive income, consolidated shareholders’ equity and consolidated statements of cash flows of the company and its subsidiaries; to audit our internal controls over financial reporting; and to perform such other appropriate accounting services as may be required and approved by the Audit Committee. Although shareholder ratification is not required, our Board is seeking shareholder ratification as a matter of good corporate governance. Even if the appointment of Deloitte & Touche LLP is ratified by a majority of the votes cast at the Annual Meeting, the Audit Committee may, in its discretion, direct the appointment of another independent registered public accounting firm at any time during the year if it believes such appointment is in the best interests of the company and the shareholders. If a majority of the votes cast at the meeting fails to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will consider the selection of another independent registered public accounting firm for future years. The firm of Deloitte & Touche LLP, or its predecessors, has audited our financial statements since 1956. A representative of that firm is expected to be present at the Annual Meeting, will be given an opportunity to make a statement and will be available to respond to appropriate questions. Your Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.									Your Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP.


Audit Committee
Members: Mses. Quirk (Chair) and Kennard, and Messrs. Fanning and O’Brien


Compensation & Human Capital Committee
Members: Messrs. Fanning (Chair), Prokopanko, Styslinger and Willis, and Ms. Anderson


Executive Committee
Members: Messrs. Hill (Chair), Fanning, Hall, O’Brien and Steiner and Ms. Quirk


Finance Committee
Members: Messrs. Hall (Chair) and Steiner, and Mses. Hostetler and Quirk


Governance Committee
Members: Messrs. Steiner (Chair), Hall, Prokopanko, and Styslinger, and Ms. Hostetler



			iii			2026 Proxy Statement


Aggregates Cash Gross Profit per Ton*


Safety, Health and Environmental Affairs Committee
Members: Messrs. O’Brien (Chair) and Willis, and Mses. Anderson and Kennard



			The Report of the Audit Committee does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the company specifically incorporates the Report of the Audit Committee by reference therein.



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (# of Shares)	Percent of Class

The Vanguard Group, Inc. 100 Vanguard Blvd Malvern, PA 19355	16,697,431(1)	12.6	%
State Farm Mutual Automobile Insurance Company and Affiliates One State Farm Plaza Bloomington, IL 61710	10,920,981(2)	8.2	%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	8,975,496(3)	6.8	%
Principal Global Investors 711 High Street Des Moines, Iowa 50392	6,894,267(4)	5.2	%
JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179	6,771,833(5)	5.1	%


	Amount and Nature of Beneficial Ownership (# of Shares)
Name of Beneficial Owner	Shares Owned Directly or Indirectly	Phantom Shares Held Pursuant to Plans	Total	Percent of Class

Non-Employee Directors(1)
Melissa H. Anderson	0	4,070	4,070	*
Thomas A. Fanning	0	20,748	20,748	*
O. B. Grayson Hall, Jr.	0	14,572	14,572	*
Cynthia L. Hostetler	0	11,719	11,719	*
Lydia H. Kennard	1,457	827	2,284	*
Richard T. O’Brien	3,201	21,703	24,904	*
James T. Prokopanko	0	22,728	22,728	*
Kathleen L. Quirk	0	13,501	13,501	*
David P. Steiner	5,000	15,069	20,069	*
Lee J. Styslinger, III	4,002	27,654	31,656	*
George A. Willis	3,201	1,137	4,338	*


CEO and Other NEOs(2)	Shares Owned Directly or Indirectly		Exercisable Options/ SOSARs	Deferred LTI Payments	Total	Percent of Class

Tom Hill	41,044	(3)	141,404	49,149	231,597	*
Tom Baker	62,781	(4)	25,634	0	88,415	*
David Clement	12,019	(5)	13,484	5,066	30,569	*
Mary Andrews Carlisle	14,737	(6)	11,951	0	26,688	*
Ronnie Pruitt	20,916		11,301	0	32,217	*
All Directors and Executive Officers as a group (20 persons)					671,945	0.65	%



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



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


Total Revenue ($ in millions)			Net Earnings Attributable to Vulcan ($ in millions)			Adjusted EBITDA(1) ($ in millions)


MSHA Reportable and OSHA Recordable Combined Injury Rate Incidents per 200,000 Work Hours



						We value the views of our shareholders and believe ongoing engagement is important to ensuring that our executive compensation program remains aligned with their interests.



						Our compensation program is intended to motivate our NEOs to achieve Vulcan’s strategic goals and operational plans while adhering to our high ethical business standards and creating shareholder value.


Tom Hill
Chairman and Chief Executive Officer

Mr. Hill’s Accomplishments During the Year Included:
•Together with our Board of Directors, successfully implementing succession plan with respect to senior leadership; •Leading the organization to achieve a level of 0.99 MSHA/OSHA combined injury incidents per 200,000 hours worked and an MSHA citation rate of 0.72, through a focus on serious incident prevention via engagements and observations;						•Executing the Vulcan Way of Selling and the Vulcan Way of Operating, as evidenced by increased aggregates cash gross profit per ton*; and •Continuing portfolio optimization efforts.


Ronnie Pruitt
Chief Operating Officer

Mr. Pruitt’s Accomplishments During the Year Included:
•Elevating our safety culture to achieve a level of 0.99 MSHA/OSHA combined injury incidents per 200,000 hours worked and an MSHA citation rate of 0.72, through a focus on serious incident prevention via in-person engagements and field safety observations; •Leading the development and implementation of strategic growth plans for each Division and providing ongoing coaching and mentoring to Division Presidents;						•Engaging in ongoing people strategy meetings to focus attention on attracting, retaining, and developing our people in support of our corporate and division leadership succession planning strategy; •Driving the enterprise-wide execution of the Vulcan Way of Selling (as evidenced by increased average sales price) and operating efficiencies (as evidenced by increased aggregates cash gross profit per ton*); and •Participating in shareholder outreach.


Tom Baker
President

Mr. Baker’s Accomplishments During the Year Included
•Leading the organization to achieve a level of 0.99 MSHA/OSHA combined injury incidents per 200,000 hours worked and an MSHA citation rate of 0.72, through a focus on serious incident prevention via engagements and observations; •Achieving a citation free inspection rate of 99% through continuous improvement of our environmental programs as well as a focus on support for our operations personnel;						•Continuing executive leadership of the Vulcan Way of Operating with a focus on developing enterprise-wide scorecards and trainings to assist with continued implementation and adoption; and •Providing executive leadership to the Vulcan Way of Operating Leadership Team, which advances the Vulcan Way of Operating across the enterprise.


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.


Mary Andrews Carlisle
Senior Vice President and Chief Financial Officer

Ms. Carlisle’s Accomplishments During the Year Included:
•Growing Adjusted EBITDA* by 13% and aggregates cash gross profit per ton* by 7%; •Advancing a multi-year technology roadmap by selecting a system integrator and establishing project requirements and timeline;						•Maintaining a strong and flexible balance sheet and liquidity profile with leverage at 1.9x, ample excess liquidity, and flexible capacity to support growth; and •Increasing shareholder outreach through a combination of conferences, non-deal roadshows, quarry tours to showcase our Vulcan Way of Selling and Vulcan Way of Operating disciplines, sustainability outreach, and other targeted meetings.



Name	Position	2024 Salary ($)	2025 Salary ($)	Year-Over-Year Increase (%)

Tom Hill	Chairman and Chief Executive Officer	1,235,000	1,235,000	0.0	%
Ronnie Pruitt	Chief Operating Officer	760,000	798,000	5.0	%
Tom Baker	President	800,000	800,000	0.0	%
David Clement	Senior Vice President	600,000	616,000	2.7	%
Mary Andrews Carlisle	Senior Vice President and Chief Financial Officer	675,000	702,000	4.0	%



						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.



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



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