Form 4: Vulcan Materials Director Thomas Fanning Increases Phantom Stock Holdings Through Deferred Compensation

Vulcan Materials Company Director Thomas A. Fanning acquired 308.294 phantom stock units as part of his deferred compensation plan, increasing his total beneficial ownership to 9,337.782 units.

Summary

• Thomas A. Fanning, a Director of Vulcan Materials CO (VMC), reported a change in his beneficial ownership via a Form 4 filing.
• On June 13, 2025, Mr. Fanning acquired 308.294 units of Phantom Stock.
• These units were credited to his account as director's fees in accordance with the Vulcan Materials Company Directors' Deferred Compensation Plan.
• Each phantom stock unit is convertible on a 1-for-1 basis into Vulcan Materials Company common stock.
• The units were valued at $267.6 per unit for this specific transaction.
• Following this transaction, Mr. Fanning's total beneficial ownership of phantom stock units increased to 9,337.782 units.
• The phantom stock units are scheduled to be settled in Vulcan Materials Company common stock commencing at Mr. Fanning's retirement.

Sentiment

Score: 5

Explanation: Neutral. This is a routine disclosure of director compensation and does not indicate any significant positive or negative operational or financial news for the company.

Positives

• The transaction indicates continued alignment of the director's interests with shareholders through equity-based compensation.
• It represents a routine accrual of director compensation through a pre-established deferred plan.

Future Outlook

The phantom stock units are convertible into common stock on a 1-for-1 basis and are to be settled upon the reporting person's retirement, indicating a long-term deferred compensation structure designed to align director incentives with the company's sustained performance.

Industry Context

This filing represents a routine disclosure of director compensation in the form of equity, which is a common practice across publicly traded companies. This method is widely used to align the long-term interests of directors with those of shareholders, particularly in capital-intensive industries like construction materials where long-term strategic planning and stability are crucial.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction represents a routine compensation accrual for a director, aligning their interests with long-term shareholder value through equity-based deferred compensation. It does not directly impact current share dilution or cash flow in the short term.
• Employees: No direct impact on employees is indicated by this director compensation filing.
• Management: The transaction is part of the established compensation framework for the board of directors.

Next Steps

• Settlement of the phantom stock units into Vulcan Materials Company common stock upon the retirement of Thomas A. Fanning, as per the terms of the deferred compensation plan.

Key Dates

Keywords

Vulcan Materials Company, VMC, SEC Form 4, Insider Transaction, Beneficial Ownership, Phantom Stock, Deferred Compensation, Director Compensation, Thomas A. Fanning