CEO J. Thomas Hill received total compensation of approximately $14.7 million in 2025, which is within a reasonable range for a CEO of a large-cap Basic Materials company with a $35.6 billion market cap and strong financial results including 18% net earnings growth and 13% Adjusted EBITDA growth. The pay structure is heavily performance-oriented — the proxy discloses that 90% of the CEO's compensation was variable and subject to performance factors, well above the 50-60% policy threshold — and includes meaningful long-term equity awards tied to 3-year total shareholder return relative to the S&P 500 and aggregates cash gross profit per ton growth. With VMC's 3-year total shareholder return of +65.9% outperforming the peer group median by +35.6 percentage points, the above-target incentive payouts (short-term bonuses paid at roughly 154% of target for the CEO) are well supported by actual shareholder returns, and the prior year Say on Pay vote received 96% support with no negative governance signals.

Deloitte & Touche LLP has audited Vulcan Materials since 1956, a relationship of approximately 70 years, which far exceeds the 25-year threshold in our policy that raises concerns about auditor independence and professional skepticism. The non-audit fee ratio is only about 7% of audit fees (well below the 50% trigger), and there are no known material restatements, so the only trigger here is the exceptionally long tenure. The proxy does not provide a specific and compelling rationale for continuing this relationship beyond routine references to audit quality, which is insufficient under the policy to override the tenure trigger.