Form 4: Vulcan Materials CEO J. Thomas Hill Reports Acquisition of Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights

J. Thomas Hill, Chairman & CEO of Vulcan Materials Co, reports the acquisition of performance share units, restricted stock units, and stock appreciation rights on February 20, 2025.

Summary

• On February 20, 2025, J. Thomas Hill, Chairman & CEO of Vulcan Materials Co, reported the acquisition of several derivative securities.
• These include 23,540 Performance Share Units, 7,850 Restricted Stock Units, and 18,820 Stock Appreciation Rights.
• The Performance Share Units vest on December 31 at the end of the performance period from January 1, 2025 to December 31, 2027, with payment in stock based on company performance relative to the S&P 500 and cash gross profit per ton growth.
• The Restricted Stock Units cliff vest on February 20, 2028, and are settled in shares of Vulcan Common Stock within 75 days after vesting.
• The Stock Appreciation Rights vest in three equal annual installments beginning on February 20, 2026, and expire on February 20, 2035.

Sentiment

Score: 6

Explanation: The document is a routine regulatory filing, indicating standard executive compensation practices. It doesn't contain information that would significantly sway investor sentiment positively or negatively.

Positives

• The acquisition of these securities aligns the CEO's interests with the long-term performance of the company.
• The vesting conditions for the Performance Share Units incentivize strong financial performance relative to the S&P 500 and growth in cash gross profit per ton.

Risks

• The value of the Performance Share Units is contingent on the company's performance, which may be affected by market conditions and other factors.
• The value of the Stock Appreciation Rights is dependent on the stock price exceeding the exercise price of $258.59.

Future Outlook

The vesting of the Performance Share Units is dependent on the company's performance relative to the S&P 500 Index and the company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target between January 1, 2025 and December 31, 2027.

Industry Context

Executive compensation packages often include a mix of stock options, restricted stock units, and performance-based awards to align management's interests with those of shareholders. This Form 4 filing reflects standard practice in executive compensation within publicly traded companies.

Comparison to Industry Standards

• Vulcan Materials' executive compensation practices, as reflected in this filing, are generally consistent with those of other large publicly traded companies in the materials sector.
• Companies like Martin Marietta Materials and Cemex also utilize a combination of salary, stock options, restricted stock units, and performance-based incentives to compensate their executives.
• The specific metrics used for performance-based awards, such as relative TSR (Total Shareholder Return) compared to the S&P 500 and growth in key financial metrics, are common benchmarks in the industry.

Stakeholder Impact

• The acquisition of these securities by the CEO aligns his interests with those of shareholders, potentially leading to decisions that benefit the company's long-term performance.
• Employees may be indirectly impacted by the performance-based vesting of the Performance Share Units, as the company's financial performance affects the value of these awards.

Key Dates