VULCAN MATERIALS CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(b), (c), (d) and (e)
Election of J. Thomas Hill as President and Chief Executive Officer and Director
On July 14, 2014, the board of directors (the "Board") of Vulcan Materials
Company (the "Company") announced the election of J. Thomas "Tom" Hill as
President and Chief Executive Officer of the Company and his election to the
Board. Mr. Hill will assume his new roles immediately. Also effective
immediately, the Company's former President and Chief Executive Officer, Donald
M. James, will serve as Executive Chairman.
Mr. Hill (55) has been with the Company since 1979, serving in a variety of
operations and general management assignments of increasing responsibility. Mr.
Hill was most recently the Executive Vice President and Chief Operating Officer
for the Company. Prior to this, he served as Senior Vice President of the
Company's South Region. Previously, Mr. Hill was the President of the Company's
former Florida Rock Division and prior to that was President of the Company's
former Southwest Division. From 1990 to 1996, he worked for Redlands Stone
Products in sales and operations management, before rejoining the Company as
Vice President and General Manager of the Company's Southwest Division. Mr. Hill
is a graduate of the University of Pittsburgh and the Wharton School of
Business, Executive Management Program.
In connection with the appointment, Mr. Hill's base salary was increased to
$850,000. He will also continue to be eligible for an annual bonus under the
Company's Executive Incentive Plan ("EIP") with a target of 100% of base salary,
and to participate in the Company's 2006 Omnibus Long-Term Incentive Plan
("LTIP") with a target of 250% of base salary. There are no arrangements or
understandings between Mr. Hill and any other persons pursuant to which he was
selected as a director, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
Promotion of John R. McPherson to Executive Vice President, Chief Financial and
On July 14, 2014, the Company promoted John R. McPherson (46), previously
Executive Vice President and Chief Financial Officer, to the position of
Executive Vice President, Chief Financial and Strategy Officer. In this new
position, Mr. McPherson will retain his current responsibilities while also
assuming the strategy and human resources functions of the Company.
Mr. McPherson joined the Company in 2011 as Senior Vice President for Strategy
and Business Development. During 2013, he served as Senior Vice President of the
East Region until his promotion to Executive Vice President and Chief Financial
Officer earlier this year. Prior to joining the Company, Mr. McPherson was the
Managing Partner of the Dallas office of McKinsey & Company, a global management
consulting firm. Mr. McPherson also spent several years as an investment banker
with Goldman Sachs & Co. He is a graduate of Stanford University, where he
earned both B.S. and M.B.A. degrees.
In connection with the promotion, Mr. McPherson's base salary was increased to
$700,000, and his EIP and LTIP targets were increased to 100% and 250%,
respectively, of base salary.
Election of Cynthia L. Hostetler to Board of Directors
On July 11, 2014, Cynthia L. Hostetler (51) was elected to the Board and Phillip
W. Farmer (75) retired from the Board.
Ms. Hostetler currently serves on the board of directors and as a trustee for
multiple mutual funds managed by Aberdeen Asset Management, an international
investment advisor with over $540 billion under management. She is also a member
of the board of directors of TriLinc Global Fund. From 2001 to 2009, Ms.
Hostetler served as Head of Investment Funds and Private Equity at the Overseas
Private Investment Corporation ("OPIC"). From May 2012 to December 2013, she
served on the board of directors of Edgen Group, a global energy infrastructure
company, prior to its acquisition by Sumitomo. Additionally, she served as
President (1991 - 2000) and a member of the board of directors (1990 - 2006) of
First Manhattan Bancorporation, a bank holding company in the Midwest. She began
her career as a corporate lawyer with Simpson Thacher & Bartlett in New York.
Ms. Hostetler will join the Finance and Audit committees of the Board. There are
no arrangements or understandings between Ms. Hostetler and any other persons
pursuant to which she was selected as a director, and she has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
The Company issued a press release on July 14, 2014 announcing these
organizational changes. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
Agreement with Daniel F. Sansone
On July 11, 2014, the Company entered into an Agreement (the "Agreement") with
Daniel F. Sansone, Executive Vice President - Strategy, to memorialize his
current role with the Company and govern the terms of his retirement from the
Company on or before December 31, 2014. The Agreement provides that the Company
will pay Mr. Sansone his base salary monthly through the remainder of the
calendar year. The Agreement also provides for a cash payment to Mr. Sansone
prior to his retirement in an amount equivalent to the amount his payment under
the Company's Management Incentive Plan ("MIP") would have been for work
performed in 2014. Finally, the Agreement also provides for a lump-sum
succession planning payment to Mr. Sansone of $750,000, payable no earlier than
January 15, 2015 and subject to Mr. Sansone satisfying the terms and conditions
of the Agreement. Mr. Sansone will receive the MIP-equivalent payment and the
succession planning payment in the event he retires before December 31, 2014,
but only if such retirement is after he turns age 62 on August 4, 2014. If Mr.
Sansone is terminated for cause (as defined in the Agreement) or retires prior
to his turning age 62, he will not receive the MIP-equivalent payment or the
succession planning payment. The Agreement contains various restrictive
covenants, including those related to confidentiality and non-disparagement, and
provides that Mr. Sansone will provide, upon the Company's request, various
business consulting services following his retirement.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release dated July 14, 2014.
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