Business Context and Reporting Period
This Form 8-K Current Report was filed by Vulcan Materials Company on February 16, 2022. The filing discloses significant changes to the company's executive leadership, specifically regarding the Chief Financial Officer position.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Departure: Suzanne H. Wood is retiring as Senior Vice President and Chief Financial Officer, effective September 1, 2022, for personal reasons.
- Appointment: Mary Andrews Carlisle has been appointed as Senior Vice President and Chief Financial Officer, effective September 1, 2022.
- Background: Ms. Carlisle, age 41, has served as Vice President, Finance since March 2020 and has been with the company's Finance department since 2006.
Compensation and Management Commentary
Effective September 1, 2022, the Board approved the following compensation elements for Ms. Carlisle:
- Base Salary: $550,000 annually.
- Short-Term Incentive: Target opportunity of 75% of annual base salary.
- Long-Term Incentive: Target award opportunity of 200% of annual base salary.
- Benefits: Participation in standard health and welfare benefits and a change of control agreement consistent with other named executive officers.
The filing contains no specific guidance, outlook, or discussion of risks beyond the standard disclosure of the leadership transition.
Investor Verification Checklist
- Verify the effective date of the CFO transition (September 1, 2022) and any interim arrangements.
- Review the total potential compensation package for the new CFO, including the 200% long-term incentive target.
- Confirm the tenure and prior roles of Mary Andrews Carlisle within the company's finance department.
- Check for any subsequent filings regarding the departure of Suzanne H. Wood or changes to the executive team.