PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance, refer to “Compensation Discussion and Analysis.”

Year

Summary
Compensation
Table Total for
PEO⁽¹⁾

Compensation
Actually Paid
to PEO⁽²⁾

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs⁽³⁾

Average
Compensation
Actually Paid
to Non-PEO
NEOs⁽⁴⁾

Value of Initial Fixed $100
Investment Based On:

Net Earnings
Attributable
to Vulcan
(in millions)⁽⁷⁾

Adjusted
EBITDA
(in millions)⁽⁸⁾

Total
Shareholder
Return⁽⁵⁾

Peer Group
Total
Shareholder
Return⁽⁶⁾

2022

$10,081,539

$ 7,751,971

$2,851,513

$2,607,359

$125.10

$115.31

$575.6

$1,625.6

2021

$10,420,114

$20,809,166

$3,084,236

$5,318,396

$146.95

$142.32

$670.8

$1,451.3

2020

$ 9,883,031

$10,092,437

$2,876,167

$2,976,396

$104.13

$117.46

$584.5

$1,323.5

1.

The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Hill (our Chief Executive Officer and principal executive officer (“PEO”)) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

2.

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hill, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hill during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to Mr. Hill’s total compensation for each year to determine the compensation actually paid:

Year

Reported
Summary
Compensation
Table Total for
PEO

Reported
Value of Equity
Awards^(a)

Equity Award
Adjustments^(b)

Reported
Change in
the Actuarial
Present Value
of Pension
Benefits^(c)

Compensation
Actually Paid
to PEO

2022

$10,081,539

$(6,786,351)

$ 3,447,179

$1,009,604

$ 7,751,971

2021

$10,420,114

$(6,488,720)

$16,523,091

$ 354,681

$20,809,166

2020

$ 9,883,031

$(5,511,525)

$ 6,289,416

$ (568,485)

$10,092,437

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

Year End Fair
Value of Equity
Awards

Year over Year
Change in
Fair Value of
Outstanding and
Unvested Equity
Awards

Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year

Year over Year
Change in Fair Value
of Equity Awards
Granted in Prior
Years that Vested in
the Year

Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year

Total Equity
Award
Adjustments

2022

$7,189,506

$

(2,796,459)

—

$

(945,868)

—

$ 3,447,179

2021

$9,191,895

$

3,445,253

—

$

3,885,943

—

$16,523,091

2020

$6,030,598

$

(399,138)

—

$

657,956

—

$ 6,289,416

(c)

The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.

Executive Compensation

3.

The dollar amounts reported in this column represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Hill) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Hill) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mary Andrews Carlisle, Tom Baker, Stan Bass, Denson Franklin and Suzanne Wood; (ii) for 2021 and 2020, Suzanne Wood, Tom Baker, Stan Bass and Denson Franklin.

4.

The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Hill), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Hill) during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Hill) for each year to determine the compensation actually paid, using the same methodology described in footnote 2 above:

Year

Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs

Average
Reported
Value of Equity
Awards

Average
Equity Award
Adjustments^(a)

Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits

Average
Compensation
Actually Paid to
Non-PEO NEOs

2022

$2,851,513

$(1,534,520)

$1,183,184

$

107,182

$2,607,359

2021

$3,084,236

$(1,410,634)

$3,617,634

$

27,160

$5,318,396

2020

$2,876,167

$(1,282,316)

$1,476,524

$

(93,979)

$2,976,396

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year

Average Year
End Fair Value
of Equity Awards

Year over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards

Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year

Year over Year
Average Change in
Fair Value of Equity
Awards Granted
in Prior Years that
Vested in the Year

Average Fair Value at
the End of the Prior
Year of Equity Awards
that Failed to Meet
Vesting Conditions in
the Year

Total Average
Equity Award
Adjustments

2022

$1,538,909

$

(480,430)

—

$124,705

—

$1,183,184

2021

$1,997,988

$

826,101

—

$793,545

—

$3,617,634

2020

$1,403,289

$

(33,429)

—

$106,664

—

$1,476,524

5.

TSR is calculated by taking the difference between the ending value of the investment, which includes reinvestment of dividends, less the value at the beginning of the measurement period divided by the value at the beginning of the measurement period.

6.

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the peer group selected by the Compensation Committee for purposes of benchmarking compensation, which included the following 27 companies for 2022: Air Products and Chemicals, Inc.; Allison Transmission Holdings, Inc.; Armstrong World Industries, Inc.; Ball Corporation; Cabot Corporation; Celanese Corporation; CF Industries Holdings, Inc.; Cleveland-Cliffs Inc.; Dover Corporation; Eagle Materials Inc.; Eastman Chemical Company; Ecolab Inc.; Fortune Brands Home & Security, Inc.; Lennox International Inc.; Martin Marietta Materials, Inc.; Masco Corporation; Minerals Technologies Inc.; NewMarket Corporation; Newmont Mining Corporation; Owens Corning; Packaging Corporation of America; Summit Materials, Inc.; The Mosaic Company; The Timken Company; U.S. Concrete, Inc. (which was acquired by the company on August 26, 2021); W.R. Grace & Co. (which was acquired by Standard Industries in September 2021); and Westlake Chemical Corporation.

7.

The dollar amounts reported represent the net earnings attributable to Vulcan reflected in the company’s audited consolidated financial statements for the applicable year.

8.

Adjusted EBITDA, a non-GAAP financial measure, is Earnings Before Interest, Taxes, Depreciation and Amortization adjusted for certain items to provide a more consistent comparison of earnings performance from period to period. We provide a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure in Annex A to this proxy statement. While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that Adjusted EBITDA is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.

Named Executive Officers, Footnote [Text Block]

3.

The dollar amounts reported in this column represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Hill) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Hill) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mary Andrews Carlisle, Tom Baker, Stan Bass, Denson Franklin and Suzanne Wood; (ii) for 2021 and 2020, Suzanne Wood, Tom Baker, Stan Bass and Denson Franklin.

PEO Total Compensation Amount

$ 10,081,539

$ 10,420,114

$ 9,883,031

Adjustment To PEO Compensation, Footnote [Text Block]

2.

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hill, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hill during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to Mr. Hill’s total compensation for each year to determine the compensation actually paid:

Year

Reported
Summary
Compensation
Table Total for
PEO

Reported
Value of Equity
Awards^(a)

Equity Award
Adjustments^(b)

Reported
Change in
the Actuarial
Present Value
of Pension
Benefits^(c)

Compensation
Actually Paid
to PEO

2022

$10,081,539

$(6,786,351)

$ 3,447,179

$1,009,604

$ 7,751,971

2021

$10,420,114

$(6,488,720)

$16,523,091

$ 354,681

$20,809,166

2020

$ 9,883,031

$(5,511,525)

$ 6,289,416

$ (568,485)

$10,092,437

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

Year End Fair
Value of Equity
Awards

Year over Year
Change in
Fair Value of
Outstanding and
Unvested Equity
Awards

Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year

Year over Year
Change in Fair Value
of Equity Awards
Granted in Prior
Years that Vested in
the Year

Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year

Total Equity
Award
Adjustments

2022

$7,189,506

$

(2,796,459)

—

$

(945,868)

—

$ 3,447,179

2021

$9,191,895

$

3,445,253

—

$

3,885,943

—

$16,523,091

2020

$6,030,598

$

(399,138)

—

$

657,956

—

$ 6,289,416

(c)

The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,607,359

5,318,396

2,976,396

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Compensation Discussion and Analysis,” the company’s executive compensation program reflects a pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the company is providing the following graphs to show the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Compensation Discussion and Analysis,” the company’s executive compensation program reflects a pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the company is providing the following graphs to show the relationships between information presented in the Pay versus Performance table.

Tabular List [Table Text Block]

Financial Performance Measures

As described in greater detail in “Compensation Discussion and Analysis,” the company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to the company’s performance are as follows (reconciliations of each of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in Annex A to this proxy statement):

Adjusted EBITDA

Aggregates Cash Gross Profit per Ton

EBITDA Economic Profit (EBITDA EP)