Form 4: Vulcan Materials Executive Franklin Denson N. III Reports Acquisition of Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights

Vulcan Materials' SVP, General Counsel & Secretary, Franklin Denson N. III, reports the acquisition of derivative securities including Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights.

Summary

• On February 20, 2025, Franklin Denson N. III, SVP, General Counsel & Secretary of Vulcan Materials Co, reported the acquisition of several derivative securities.
• These include 3,310 Performance Share Units, 1,100 Restricted Stock Units, and 2,640 Stock Appreciation Rights.
• The Performance Share Units vest on December 31, 2027, and the payment amount is determined by company performance relative to the S&P 500 Index and the company's annual average growth rate of Cash Gross Profit per ton.
• The Restricted Stock Units cliff vest on February 20, 2028, and are settled in shares of Vulcan Common Stock within 75 days after the vesting date.
• The Stock Appreciation Rights vest in three equal annual installments beginning on February 20, 2025, and expire on February 20, 2035.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The filing indicates standard executive compensation practices, aligning management interests with company performance. There are no immediate negative implications.

Positives

• The acquisition of Performance Share Units aligns executive compensation with company performance relative to the S&P 500 and cash gross profit per ton growth.
• The vesting schedule of the Stock Appreciation Rights provides an incentive for continued service over the next three years.

Risks

• The value of the Performance Share Units is contingent on Vulcan Materials' performance, which may be affected by market conditions and other external factors.
• The actual value realized from the Stock Appreciation Rights will depend on the stock price at the time of exercise.

Future Outlook

The executive's compensation is tied to the company's performance, incentivizing growth and value creation.

Industry Context

This filing is a routine disclosure of executive compensation in the form of equity-based awards, common in publicly traded companies to align management interests with shareholder value.

Comparison to Industry Standards

• Equity-based compensation, including Performance Share Units, Restricted Stock Units, and Stock Appreciation Rights, is a common practice among S&P 500 companies like Vulcan Materials.
• Companies such as Martin Marietta Materials and Cemex also utilize similar compensation structures to incentivize their executives.
• The specific vesting schedules and performance metrics (e.g., S&P 500 Index comparison, cash gross profit per ton growth) are tailored to Vulcan Materials' strategic goals.

Stakeholder Impact

• Shareholders: The equity-based compensation aligns management's interests with shareholder value.
• Employees: The compensation structure may motivate employees through executive leadership.
• Executive: The executive is incentivized to improve company performance.

Next Steps

• Monitor Vulcan Materials' performance against the S&P 500 Index and its cash gross profit per ton growth to assess the potential value of the Performance Share Units.
• Track the vesting of the Restricted Stock Units and Stock Appreciation Rights.

Key Dates