Form 4: Vulcan Materials CAO Awarded Equity Compensation

Sentiment:

Executive Compensation Grant


Vulcan Materials' Chief Administrative Officer, Jerry F. Perkins Jr., received grants of Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights.

Summary

  • Jerry F. Perkins Jr., Chief Administrative Officer of Vulcan Materials CO (VMC), was granted equity awards on February 19, 2026.
  • The awards include 3,820 Performance Share Units (PSUs), 1,270 Restricted Stock Units (RSUs), and 3,140 Stock Appreciation Rights (SARs).
  • Performance Share Units are set to vest on December 31, 2028, contingent on company performance relative to the S&P 500 Index and the annual average growth rate of Cash Gross Profit per ton versus a pre-determined target.
  • Restricted Stock Units will cliff vest on February 19, 2029, and will be settled in shares of Vulcan Common Stock within 75 days after the vesting date.
  • Stock Appreciation Rights have an exercise price of $302.85, will vest in three equal annual installments beginning on February 19, 2027, and have an expiration date of February 19, 2036.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it represents routine executive compensation designed to align management incentives with long-term company performance and shareholder interests.

Positives

  • The Chief Administrative Officer received significant equity awards, which aligns executive incentives with long-term shareholder value creation.
  • Performance Share Units are tied to specific company performance metrics, including relative performance against the S&P 500 Index and Cash Gross Profit per ton growth, promoting strategic execution and accountability.

Negatives

  • No direct negatives are reported in this Form 4 filing, which details executive compensation awards.

Risks

  • The actual value realized from Performance Share Units is contingent on achieving specific company performance targets, meaning the payout could be lower than the granted units if targets are not met.
  • The future value of Restricted Stock Units and Stock Appreciation Rights is subject to the market price fluctuations of Vulcan Common Stock.
  • Stock Appreciation Rights have an exercise price of $302.85, meaning they will only have intrinsic value if the stock price exceeds this amount at the time of exercise.

Future Outlook

The filing does not provide a future outlook for the company, focusing solely on executive equity compensation awards.

Management Comments

  • No direct management comments or quotes are provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that executive equity awards, such as PSUs, RSUs, and SARs, are standard components of compensation packages across the materials and construction aggregates industry. These awards are designed to align executive interests with long-term shareholder value creation, a common practice among peers like Martin Marietta Materials (MLM) and Summit Materials (SUM).

Comparison to Industry Standards

  • Executive compensation structures, including performance-based equity awards, are common across the S&P 500 and specifically within the construction materials sector.
  • Similar PSU structures tied to relative total shareholder return (TSR) and operational metrics are observed at companies like Martin Marietta Materials and CRH plc, aiming to incentivize performance and retention.
  • The specific metrics used for PSUs (S&P 500 relative performance and Cash Gross Profit per ton growth) are tailored to Vulcan Materials' business model and strategic objectives, reflecting a common approach to performance-based incentives in the industry.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Power of Attorney GrantJerry F. Perkins Jr. granted Power of Attorney to Denson N. Franklin III, Jennifer L. Commander, and C. Samuel Todd to prepare and sign SEC Forms 3, 4, and 5 on his behalf.2023-02-14Streamlines the process for filing required insider transaction reports, ensuring timely compliance with Section 16 of the Exchange Act.

Stakeholder Impact

  • Shareholders: Potential for minor dilution from equity awards, but also benefit from executive incentives aligned with company performance and long-term value creation.
  • Management: The Chief Administrative Officer receives significant long-term incentives, aligning personal financial interests with company success and strategic objectives.

Next Steps

  • Vesting of Performance Share Units on December 31, 2028, contingent on company performance metrics.
  • Vesting of Restricted Stock Units on February 19, 2029.
  • Annual vesting of Stock Appreciation Rights beginning February 19, 2027.

Key Dates

DateDescription
2023-02-14Jerry F. Perkins Jr. granted Power of Attorney to Denson N. Franklin III, Jennifer L. Commander, and C. Samuel Todd for SEC filings.
2026-01-01Start of the Performance Period for Performance Share Units.
2026-02-19Date of grant for Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights.
2026-02-23Date Form 4 was filed.
2027-02-19First annual installment vesting date for Stock Appreciation Rights.
2028-12-31End of the Performance Period for Performance Share Units and vesting date.
2029-02-19Cliff vesting date for Restricted Stock Units.
2036-02-19Expiration date for Stock Appreciation Rights.

Recommendation

hold

This Form 4 filing details routine executive equity compensation awards and does not contain information that would typically warrant a change in investment recommendation. The awards align executive incentives with long-term company performance, which is generally a positive for shareholders, but it's not a catalyst for immediate stock price movement.

Keywords

Vulcan Materials, VMC, Jerry F. Perkins Jr., Chief Administrative Officer, CAO, Performance Share Units, PSU, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, Equity Compensation, Executive Compensation, Insider Transaction, Form 4

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