Cynthia L. Hostetler
Vulcan MaterialsAbout Cynthia L. Hostetler
Independent director of Vulcan Materials Company since 2014; age 62. Background spans investment fund leadership (Head of Investment Funds at the Overseas Private Investment Corporation, 2001–2009), regional banking (President, First Manhattan Bancorporation, 1990–2006), and corporate law (Simpson Thacher & Bartlett). Education: bachelor’s degree from Southern Methodist University and Juris Doctor from the University of Virginia School of Law. Skills cited by VMC include significant financial, investment and audit committee experience, and risk assessment developed through bank, private equity and mutual fund leadership; current service on the Investment Company Institute board and the Independent Directors Council. Committees at VMC: Finance and Governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Overseas Private Investment Corporation | Head of Investment Funds | 2001–2009 | Financial/investment oversight and risk assessment experience |
| First Manhattan Bancorporation | President | 1990–2006 | Banking leadership; risk and capital experience |
| Simpson Thacher & Bartlett | Corporate lawyer | Early career | Legal foundation for governance |
| Invesco Funds (international mutual funds) | Trustee | Since 2017 | Investment oversight (trustee) |
| Aberdeen International Funds | Trustee | 2013–2017 | Investment oversight (trustee) |
| Artio Global Funds | Director | 2010–2013 | Investment company board experience |
| Edgen Group Inc. (energy infrastructure) | Director | 2012–2014 | Industrial/energy infrastructure experience |
| Textainer Group Holdings Limited | Director | 2021–2024 | Logistics/assets leasing exposure |
| Genesee & Wyoming Railroad Inc. | Director | 2018–2020 | Freight rail operations exposure |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Resideo Technologies, Inc. | Director | Current | Not specified in VMC proxy |
| TriLinc Global Impact Fund, LLC | Director | Current | Not specified in VMC proxy |
| Investment Company Institute | Board member | Current | Leading registered funds organization |
| Independent Directors Council | Member | Current | Professional group for independent mutual fund directors |
Board Governance
- Independence: All directors except the CEO (Tom Hill) are independent under NYSE listing standards, SEC rules, and Board criteria; Hostetler is listed among independent directors.
- Committee memberships: Finance Committee (members: Hall—Chair; Steiner; Hostetler; Quirk) and Governance Committee (members: Steiner—Chair; Hall; Prokopanko; Styslinger; Hostetler). All committees other than Executive are entirely independent.
- Attendance: Board held five meetings in 2024; each incumbent director attended at least 75% of the Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Non-management directors met in executive session five times in 2024; presided by the independent lead director.
- Committee activity levels (2024): Audit 7; Compensation & Human Capital 3; Executive 0; Finance 3; Governance 3; Safety, Health & Environmental Affairs 2.
- Governance Committee remit: Corporate governance policies and guidelines; ESG oversight; political expenditure oversight; CEO and senior executive succession; board composition and nominations; committee structure and evaluations.
- Finance Committee remit: Financial performance, capital structure/liquidity, capital allocation, credit metrics/ratings, dividend policy, pension/401(k) oversight, acquisitions.
- Governance practices: Majority voting for uncontested elections; independent lead director; clawback policy; proxy access; mandatory director retirement age; protections against overboarding; hedging/pledging prohibition; ESG oversight; executive succession planning; independent-only executive sessions.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 120,000 |
| Stock Awards ($) | 170,044 (RSUs grant-date fair value per FASB ASC 718) |
| RSUs Granted (#) | 625 (granted May 10, 2024; vest on first anniversary) |
| Grant Date | May 10, 2024 |
| All Other Compensation ($) | 21,180 (dividend equivalents accounting expense) |
| Director Cash Retainer Policy | $120,000 annual; additional chair fees if applicable (Audit $25k; Comp $20k; other committee chairs $15k); no chair roles for Hostetler noted. |
- Equity awards vehicle: RSUs for non-employee directors starting 2024 (shift from pre-2020 DSUs); rationale based on peer practice review by Meridian.
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Non-Equity Incentive Plan Compensation ($) | 0 |
| Option Awards ($) | 0 |
| Performance Metrics Tied to Director Pay | None disclosed for directors (time-based RSUs only) |
| Vesting Schedule (RSUs) | One-year, first anniversary of grant date |
Other Directorships & Interlocks
| Organization | Relationship to VMC | Potential Interlock/Conflict |
|---|---|---|
| Resideo Technologies, Inc. | Hostetler director | No VMC-related party transactions disclosed with Resideo in 2024 |
| TriLinc Global Impact Fund, LLC | Hostetler director | No VMC-related party transactions disclosed with TriLinc in 2024 |
- Related-party transactions review: VMC discloses FRP rent/royalty and Southern Company sales, plus family employment—none involve Hostetler. Policy prohibits hedging/pledging and requires annual related party disclosure questionnaires.
Expertise & Qualifications
- Financial, investment, and audit committee experience; risk assessment skills from bank, private equity, and mutual fund leadership.
- Legal training (UVA Law) and corporate law background (Simpson Thacher).
- Governance and investment industry leadership via ICI board and IDC involvement.
Equity Ownership
| Metric | As of March 1, 2025 |
|---|---|
| Shares Owned Directly or Indirectly (#) | 0 |
| Phantom Shares Held Pursuant to Plans (#) | 11,719 |
| Total Beneficial Ownership (#) | 11,719 |
| Percent of Class | * (less than 1%) |
| RSUs Accumulated (#) | 4,733 |
| DSUs Accumulated (#) | 6,986 |
| Director Ownership Guideline | Minimum 6x annual director cash retainer within five years; DSUs/RSUs count toward compliance. |
| Hedging/Pledging Policy | Prohibited for directors, officers, employees. |
Governance Assessment
-
Board effectiveness: Hostetler serves on Finance and Governance—two high-impact oversight committees responsible for capital structure/allocation, dividend policy, ESG and succession planning—indicating alignment of her finance/legal background with VMC’s risk oversight framework. Meeting cadence in 2024 (Finance 3; Governance 3) supports regular engagement.
-
Independence and engagement: Independent director; attended at least 75% of meetings alongside peers; participated in executive sessions led by independent lead director—supporting robust independent oversight.
-
Compensation and alignment: Director pay is balanced cash plus time-based RSUs with one-year vesting; 2024 RSU grant of 625 units (fair value $170,044) and cash retainer $120,000; dividend equivalents accounted for in “All Other Compensation.” Ownership guidelines are stringent (6x retainer) and include DSUs/RSUs, with Hostetler’s beneficial holdings comprised of phantom shares (11,719), reflecting alignment via equity units though limited direct-share ownership.
-
Conflicts/related-party exposure: No Hostetler-related transactions reported; company policies require annual disclosure and prohibit hedging/pledging, reducing alignment risks.
-
Compensation governance context: Compensation & Human Capital Committee uses independent consultant (Meridian) and oversees risks from compensation practices; while Hostetler is not on this committee, the broader governance structure suggests disciplined pay oversight.
-
RED FLAGS: None disclosed specific to Hostetler (no related-party transactions; no hedging/pledging; attendance threshold met; no overboarding issues indicated by VMC’s policies).