Form 4: Vulcan Materials Director Fanning Boosts Phantom Stock

Vulcan Materials Director Thomas A. Fanning acquired 214.983 phantom stock units as part of his deferred compensation plan, increasing his total beneficial ownership.

Summary

• Director Thomas A. Fanning acquired 214.983 phantom stock units.
• The acquisition occurred on December 17, 2025, at a price of $290.72 per unit.
• These units represent director's fees credited to his account under the Vulcan Materials Company Directors' Deferred Compensation Plan.
• Following this transaction, Fanning beneficially owns a total of 9,619.809 phantom stock units.
• The phantom stock units are convertible on a 1-for-1 basis into Vulcan Materials Company common stock.
• Settlement of these units will commence upon Fanning's retirement.

Sentiment

Score: 5

Explanation: The filing is a routine insider transaction report for director compensation, which is neutral in sentiment. It reflects standard corporate governance practices without indicating significant positive or negative operational news.

Positives

• Director Thomas A. Fanning increased his beneficial ownership of phantom stock by 214.983 units, demonstrating continued alignment with shareholder interests.
• The transaction is part of a structured deferred compensation plan, indicating a stable and predictable compensation mechanism for directors.

Future Outlook

The acquired phantom stock units are convertible into Vulcan Materials Company common stock on a 1-for-1 basis and will be settled commencing at the reporting person's retirement.

Management Comments

• Director's fees credited to the reporting person's account in accordance with the Vulcan Materials Company Directors' Deferred Compensation Plan.
• The units are to be settled in Vulcan Materials Company common stock commencing at the retirement of the reporting person.

Industry Context

This Form 4 filing details a routine compensation event for a director, common across publicly traded companies where non-employee directors often receive a portion of their compensation in equity or equity-linked instruments to align their interests with shareholders. It does not provide broader insights into industry trends or competitive landscape.

Comparison to Industry Standards

• Deferred compensation plans for directors, often involving phantom stock or restricted stock units, are a standard practice in corporate governance across various industries, including materials and construction, to attract and retain qualified board members.
• The structure of settling units upon retirement is a common feature designed to encourage long-term commitment and align director incentives with the company's sustained performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term interests with shareholders through equity-linked compensation, potentially fostering more prudent decision-making.
• Employees: No direct impact on employees is indicated by this director compensation report.

Next Steps

• Settlement of the phantom stock units in Vulcan Materials Company common stock will commence upon Thomas A. Fanning's retirement.

Key Dates

Keywords

Vulcan Materials, VMC, Thomas A. Fanning, Form 4, Insider Transaction, Phantom Stock, Deferred Compensation, Director Compensation, Equity Compensation