Form 4: Vulcan Materials CFO Awarded Equity Compensation

Vulcan Materials' SVP and CFO, Mary Andrews Carlisle, received grants of Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights, effective February 19, 2026.

Summary

• Mary Andrews Carlisle, SVP and CFO of Vulcan Materials Co. (VMC), was granted equity awards.
• The awards include 4,560 Performance Share Units (PSUs), 1,520 Restricted Stock Units (RSUs), and 3,750 Stock Appreciation Rights (SARs).
• The transaction date for these grants is February 19, 2026.
• Performance Share Units vest based on company performance relative to the S&P 500 Index and annual average growth rate of Cash Gross Profit per ton versus a pre-determined target, with a performance period from January 1, 2026, to December 31, 2028.
• Restricted Stock Units cliff vest on February 19, 2029, and will be settled in Vulcan Common Stock within 75 days after vesting.
• Stock Appreciation Rights, with an exercise price of $302.85, 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 positive development for executive alignment, as the grants tie a key executive's incentives directly to the company's long-term performance and shareholder value creation.

Positives

• The grant of 4,560 Performance Share Units aligns executive compensation with company performance and shareholder returns, as vesting is tied to the S&P 500 Index and Cash Gross Profit per ton growth.
• The award of 1,520 Restricted Stock Units provides long-term retention incentives for a key executive, ensuring continued commitment to the company's future.
• The grant of 3,750 Stock Appreciation Rights offers potential upside tied to stock price appreciation, further aligning executive interests with shareholders' goal of increasing company value.

Future Outlook

The filing details future vesting schedules and performance periods for the equity awards, indicating a long-term incentive structure for the SVP and CFO. The Performance Share Units' vesting is tied to company performance relative to the S&P 500 Index and growth in Cash Gross Profit per ton through December 31, 2028.

Management Comments

• Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2026 and ends on December 31, 2028.
• At the end of the Performance Period, the Compensation and Human Capital Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target.
• The payment is made 100% in Vulcan Common Stock on a payment date determined by the Compensation and Human Capital Committee.
• Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
• Restricted Stock Units cliff vest on the specified date and are settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date.
• Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.

Industry Context

StockSavvy.ai notes that the combination of Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights is a common and robust executive compensation strategy in the materials and construction industry. This structure aims to balance long-term performance incentives, retention, and alignment with shareholder value creation, reflecting best practices for attracting and retaining top talent in competitive sectors.

Comparison to Industry Standards

• The use of Performance Share Units tied to both relative total shareholder return (S&P 500 Index) and operational metrics (Cash Gross Profit per ton) is a standard practice among large-cap industrial companies, such as Martin Marietta Materials (MLM) or Eagle Materials (EXP), to ensure executive pay is linked to both market performance and internal operational efficiency.
• Restricted Stock Units with a cliff vesting schedule are a common retention tool, comparable to those offered by peers like CRH plc or Summit Materials (SUM), ensuring executives remain committed for a defined period.
• Stock Appreciation Rights, which provide value based on stock price appreciation above a set exercise price, are also frequently used in the industry, similar to equity incentives at companies like Cemex (CX) or Heidelberg Materials, to incentivize growth in shareholder value without immediate dilution from full share grants.

Stakeholder Impact

• Shareholders: The equity grants align the SVP and CFO's interests with shareholders by tying a significant portion of their compensation to the company's stock performance and operational metrics.

Next Steps

• Performance Share Units will be evaluated based on company performance relative to the S&P 500 Index and Cash Gross Profit per ton growth from January 1, 2026, to December 31, 2028.
• Restricted Stock Units will cliff vest on February 19, 2029, and be settled in shares within 75 days thereafter.
• Stock Appreciation Rights will vest in three equal annual installments starting February 19, 2027.

Key Dates

Recommendation

This Form 4 filing reports routine equity compensation grants to a senior executive, which is a standard practice for aligning management incentives with long-term shareholder value. It does not contain information that would fundamentally alter the investment thesis for Vulcan Materials, thus a 'hold' recommendation is appropriate as it maintains the existing outlook without new catalysts for significant upward or downward movement.

Keywords

Vulcan Materials, VMC, Form 4, Insider Transaction, Equity Compensation, Performance Share Units, Restricted Stock Units, Stock Appreciation Rights, Executive Compensation, Mary Andrews Carlisle