David P. Steiner
Vulcan MaterialsAbout David P. Steiner
David P. Steiner (age 64) is an independent director of Vulcan Materials Company, serving since 2017. He is the former President & CEO of Waste Management, Inc. (2004–2016), with prior roles as CFO (2003–2004) and SVP/General Counsel (2001–2003). He holds a bachelor’s degree in accounting from Louisiana State University and a J.D. from UCLA School of Law. His board credentials include governance chair experience at FedEx and board exposure to AI through AMP Robotics, bringing legal, finance, logistics, and industrial operating expertise to VMC’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Management, Inc. | President & CEO | Mar 2004 – Nov 2016 | Led large-cap industrial through multiple cycles; operational and governance experience |
| Waste Management, Inc. | EVP & CFO | 2003 – 2004 | Finance leadership, capital markets |
| Waste Management, Inc. | SVP, General Counsel & Corporate Secretary | 2001 – 2003 | Legal, compliance, and corporate governance |
External Roles
| Company | Role | Committee/Chair | Notes |
|---|---|---|---|
| FedEx Corporation | Director | Chair, Governance, Safety & Public Policy Committee | Current public company directorship; governance chair experience |
| TE Connectivity Ltd. | Former Director | — | Prior public board experience |
| Waste Management, Inc. | Former Director | — | Prior public board experience |
| AMP Robotics Corp. | Director | — | Private company; AI-related exposure helpful to VMC |
Board Governance
- Committee assignments (VMC): Executive Committee; Finance Committee; Governance Committee (Chair)
- Independence: Board determined all directors other than the CEO to be independent in early 2025; Steiner is independent under NYSE and VMC criteria
- Attendance: In 2024 the Board met 5 times; each incumbent director attended at least 75% of aggregate Board and committee meetings. Committees met: Audit (7), Compensation & Human Capital (3), Executive (0), Finance (3), Governance (3), Safety/Health/Environmental (2)
- Governance leadership: As Governance Committee Chair, Steiner oversees board composition, director nominations, ESG oversight, political expenditures oversight, and succession planning processes
- Shareholder engagement context: VMC engaged holders of ~70% of shares in 2024/early 2025; Say-on-Pay support was 97% in 2024—positive governance signal
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair Fee | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $120,000 | $15,000 (Governance Chair) | $135,000 | Standard fees: Lead Director $35k; Audit Chair $25k; Comp Chair $20k; other chairs $15k |
Director Summary Compensation (2024) – David P. Steiner:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| Stock Awards (Grant-date fair value) | $170,044 |
| All Other Compensation | $15,198 |
| Total | $320,242 |
Notes:
- Non-employee director annual retainer: $120,000; committee chair adders per above .
- Non-employee director awards capped at $1.5 million in any 12-month period inclusive of cash fees under the 2025 Plan .
Performance Compensation (Director)
| Grant | Vehicle | Grant Date | Units/Shares | Grant-date Price | Vesting | Dividends/Deferral |
|---|---|---|---|---|---|---|
| 2024 annual grant | RSUs | May 10, 2024 | 625 per director | $272.07 | 1-year cliff | Dividend equivalents credited; directors may elect to defer settlement |
Program design signals:
- For 2025 Plan: double-trigger vesting on change of control; minimum vesting generally ≥1 year; no option/SAR repricing without shareholder approval; no dividends on unearned awards; clawback/recoupment features; prohibition on hedging/pledging .
Other Directorships & Interlocks
| Potential Interlock/Conflict | Observation |
|---|---|
| FedEx as customer/supplier to VMC | No related-person transaction disclosed with Steiner; only disclosed related transactions in 2024 involved FRP and Southern Company, not Steiner . |
| Overboarding | VMC has policies against overboarding; Steiner serves on VMC and FedEx—appears within typical limits . |
Expertise & Qualifications
- Financial/legal: Former CFO and General Counsel; J.D. UCLA; accounting degree LSU
- Industrial operations: Former CEO of Waste Management; experience in trucking/logistics and land use relevant to VMC
- Governance leadership: Chair at FedEx governance committee; Chair of VMC Governance Committee
- Technology/AI exposure: Board experience at AMP Robotics (AI)
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Phantom Shares (Plans) | Total Beneficial | % of Class |
|---|---|---|---|---|
| David P. Steiner | 5,000 | 15,069 | 20,069 | <1% |
Ownership alignment and guidelines:
- Director stock ownership guideline: 6x annual cash retainer; DSUs/RSUs count toward compliance .
- Based on 5,000 shares and NYSE closing price $247.31 on Feb 28, 2025, direct holdings ≈ $1.24 million; appears to meet/exceed the 6x ($720,000) guideline threshold .
- Hedging/pledging prohibited; no pledging disclosed .
Insider Trades and Awards (Form 4)
| Date (Filing) | Transaction Date | Type | Securities | Price/Terms | Post-Trans Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-13 | 2025-05-09 | A (award) | 650 share units | N/A | 650 direct | https://www.secform4.com/insider-trading/1396009.htm (shows Steiner entry); SEC index: http://edgar.secdatabase.com/1130/156218025003783/filing-main.htm |
| 2025-06-17 | 2025-06-13 | A (award) | 308 share units | N/A | 6,925 direct | https://www.secform4.com/insider-trading/1396009.htm; SEC index: https://www.sec.gov/Archives/edgar/data/1396009/0001562180-25-004892-index.htm; PDF: http://pdf.secdatabase.com/2239/0001562180-25-004892.pdf |
Note: Awards reflect non-derivative director equity grants; specific instrument labels vary by Form 4 descriptor; values and counts per cited filings.
Governance Assessment
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Strengths
- Independent director with deep industrial, legal, and financial expertise; chairs VMC Governance Committee and FedEx governance committee—strong governance pedigree .
- Solid engagement/attendance record at the board level; committee structure and workloads appropriately distributed; independent-only committees .
- Pay structure for directors balanced: cash retainer + modest RSU grant with 1-year vest; strong plan safeguards (double-trigger, no repricing, dividend accruals only on vested, award cap for directors) .
- Alignment policies: six-times-retainer ownership guideline; hedging/pledging prohibitions; company-wide clawback policy for executives; high Say-on-Pay support (97%) indicates positive investor sentiment .
-
Potential Watch Items
- Related-party and conflicts review: No Steiner-specific related transactions disclosed in 2024; continue monitoring FedEx/VMC interactions given Steiner’s FedEx role (none disclosed) .
- Overboarding risk: Company maintains protections; Steiner currently appears within limits (VMC + FedEx), but should monitor additional appointments .
Overall, Steiner’s committee leadership, governance and operating expertise, and ownership alignment support board effectiveness and investor confidence. No red flags or attendance or compensation anomalies were disclosed for 2024.