Form 4: Vulcan Materials Director Steiner Acquires Phantom Stock

Vulcan Materials Company Director David P. Steiner acquired 214.983 units of phantom stock as deferred compensation, increasing his beneficial ownership.

Summary

• David P. Steiner, a Director of Vulcan Materials Company (VMC), acquired 214.983 units of phantom stock.
• The transaction occurred on December 17, 2025, with each unit valued at $290.72.
• These units represent director's fees credited to his account under the Vulcan Materials Company Directors' Deferred Compensation Plan.
• The phantom stock is convertible on a 1-for-1 basis into Vulcan Materials Company common stock.
• Settlement in common stock will commence upon Mr. Steiner's retirement.
• Following this transaction, Mr. Steiner beneficially owns 7,188.975 units of phantom stock directly.

Sentiment

Score: 5

Explanation: Neutral. This is a routine disclosure of director compensation, which is an expected part of corporate operations and does not indicate significant positive or negative news for the company's financial performance or strategic direction.

Positives

• Director David P. Steiner received additional compensation in the form of phantom stock, aligning his interests with shareholders.
• The deferred compensation plan encourages long-term commitment from directors.

Negatives

• No specific negatives identified from this routine compensation disclosure.

Risks

• No specific risks related to the company's operations or financial health are mentioned in this filing.

Future Outlook

The phantom stock units are to be settled in Vulcan Materials Company common stock commencing at the retirement of the reporting person.

Management Comments

• The transaction is in accordance with the Vulcan Materials Company Directors' Deferred Compensation Plan.

Industry Context

This is a routine director compensation disclosure, common across publicly traded companies, reflecting standard corporate governance practices for aligning director incentives with long-term company performance.

Comparison to Industry Standards

• The use of phantom stock as deferred compensation for directors is a common practice in large public companies, similar to those in the materials or industrial sectors.
• This method aligns director interests with shareholder value over the long term, a standard corporate governance benchmark.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock represents director's fees, which is a transaction between the company and a director, thus a related party transaction.

Stakeholder Impact

• Shareholders: The transaction aligns director interests with long-term shareholder value through equity-based compensation.

Next Steps

• Settlement of phantom stock units into Vulcan Materials Company common stock upon David P. Steiner's retirement.

Key Dates

Keywords

Vulcan Materials, VMC, David P. Steiner, Director Compensation, Phantom Stock, Deferred Compensation, SEC Form 4, Insider Transaction, Equity Compensation