Vulcan Materials CO current report, 10 July 2018

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Vulcan Materials Company - Form 8-K Summary

Business Context and Reporting Period

This Form 8-K Current Report was filed by Vulcan Materials Company on July 10, 2018. The filing reports significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.

Key Financial Metrics

The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.

Material Changes

  • Departure of CFO: John R. McPherson is stepping down as Chief Financial Officer, effective August 31, 2018. He will remain as Executive Vice President and Chief Strategy Officer until December 31, 2018, when his employment will terminate.
  • Appointment of New CFO: Suzanne H. Wood has been appointed as Senior Vice President and Chief Financial Officer, effective September 1, 2018.

Compensation, Risks, and Unusual Items

Compensation for Departing Officer (John R. McPherson):

  • Eligible for an annual bonus for 2018 based on actual performance.
  • Continued vesting of stock-only stock appreciation rights through February 2019.
  • Right to exercise vested stock appreciation rights through the full remaining term.
  • Subject to a general release of claims and covenants regarding confidentiality, nondisparagement, noncompetition, and nonsolicitation for two years post-termination.

Compensation for Incoming Officer (Suzanne H. Wood):

  • Annual base salary: $650,000.
  • Target short-term incentive: 85% of annual base salary.
  • Target long-term incentive: 215% of annual base salary.
  • Grant of 3,500 restricted stock units vesting on the third anniversary of her start date.
  • Participation in standard health and welfare benefits and a change of control employment agreement.

Investor Verification Checklist

  • Verify the exact effective dates for the transition of CFO duties (August 31, 2018, and September 1, 2018).
  • Review the full text of the Separation Agreement (Exhibit 10.1) for specific clawback provisions or additional severance details not summarized.
  • Review the full text of the Offer Letter (Exhibit 10.2) for specific performance metrics tied to the short-term and long-term incentives.
  • Confirm the vesting schedule and conditions for the 3,500 restricted stock units granted to Ms. Wood.