George A. Willis
Vulcan MaterialsAbout George A. Willis
George A. Willis (age 60) is an independent director of Vulcan Materials Company since 2020, serving on the Compensation & Human Capital Committee and the Safety, Health and Environmental Affairs Committee . He is the former President, U.S. Operations of UPS with 35+ years in logistics and operations; education includes a bachelor’s in business administration and management from Trinity College and executive programs at Columbia and Yale . All directors other than the CEO are independent under NYSE standards; in 2024 the Board held five meetings and each incumbent director attended at least 75% of Board and committee meetings, with five executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPS | President, U.S. Operations | 2018–2020 | Led U.S. operations; member of UPS Management Committee overseeing long-term strategy and operating plans |
| UPS | President, West Region | 2015–2018 | Regional leadership across diverse transportation markets |
| UPS | President, UK, Ireland and Nordics District | 2013–2015 | International market leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JM Huber Corporation (private) | Director | Current | Board membership; company in materials/chemicals (private) |
| Airlines for America (trade association) | Director | Current | Industry association governance; member of Executive Leadership Council noted |
| Atlas Air Worldwide Holdings, Inc. (public) | Director | 2022–2023 | Prior public company board service |
Board Governance
- Committee assignments: Compensation & Human Capital Committee (members include Fanning (Chair), Prokopanko, Styslinger, Willis, Anderson) ; Safety, Health and Environmental Affairs Committee (members include O’Brien (Chair), Willis, Anderson, Kennard) .
- Independence: The Board determined all directors other than the Chairman/CEO are independent under NYSE, SEC and Board criteria; Willis is included in this assessment .
- Meetings/attendance: Board met 5 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; independent directors held five executive sessions; Lead Independent Director is O. B. Grayson Hall, Jr. .
- Compensation consultant/committee quality: Meridian Compensation Partners serves as independent consultant; Compensation & Human Capital Committee is entirely independent and reported no interlocks or insider participation in 2024 .
- Policy safeguards: Prohibitions on hedging/pledging company stock for directors and officers; stock ownership guidelines apply to directors; annual Board and committee self-assessments; majority voting; proxy access; clawback policy .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $120,000 |
| Committee chair fees | Not applicable (Willis is not a chair) | $0 |
| Equity grant (RSUs) | 625 RSUs granted May 10, 2024; vest on first anniversary; dividend equivalents credited; directors may elect deferral | $170,044 grant-date fair value |
| Dividend equivalents | Credited on RSUs/DSUs | $2,386 |
| Total director compensation (2024) | Fees + stock award + other | $292,430 |
Performance Compensation
| Performance Metric | Applies to Director Grants? | Notes |
|---|---|---|
| Performance-based equity (PSUs) | No | VMC director equity is time-based RSUs; 2024 grants vest after 1 year; no performance metrics disclosed for directors |
For context, VMC’s PSU metrics for executives include 3-year relative TSR vs S&P 500 and average annual growth rate of Aggregates Cash Gross Profit per ton; directors are not granted PSUs tied to these metrics .
Other Directorships & Interlocks
- Other public company boards: Atlas Air Worldwide Holdings, Inc. (prior: 2022–2023) .
- Interlocks: Compensation & Human Capital Committee interlocks and insider participation—none in 2024 .
- Shared directorships with key counterparties: Not disclosed for Willis; related-party transactions disclosed in 2024 did not involve Willis .
Expertise & Qualifications
- Logistics and operations leadership (UPS U.S. operations, West Region, UK/Ireland/Nordics) .
- Strategic governance experience via board roles at JM Huber (private) and Airlines for America; prior public board at Atlas Air .
- Education: BA in business administration and management (Trinity College); executive programs at Columbia and Yale .
- Committee-relevant skills: Safety/operational risk oversight and human capital/compensation insights relevant to assigned committees .
Equity Ownership
| Holding Category | Amount |
|---|---|
| Shares owned directly/indirectly | 4,070 |
| Phantom shares held pursuant to plans | 1,137 |
| Total beneficial ownership | 5,207 (less than 1% of outstanding shares) |
| RSUs outstanding (aggregate, Dec 31, 2024) | 1,459 |
| DSUs outstanding (aggregate, Dec 31, 2024) | 0 |
| Director stock ownership guideline | Minimum holding equal to 6× annual cash retainer within five years of Board service; directors’ deferred compensation plan available |
| Hedging/pledging | Prohibited for directors/officers |
Governance Assessment
- Strengths: Independent director with deep logistics/operations expertise; active roles on safety and compensation committees; Board policies prohibit hedging/pledging and maintain robust ownership guidelines; Compensation & Human Capital Committee uses an independent consultant and reports no interlocks; shareholder support for executive pay remains strong (97% Say-on-Pay approval in 2024) .
- Compensation alignment: Director pay mix balances fixed cash and time-based equity; RSUs create ownership alignment without short-term performance gaming; non-employee director awards are capped under the 2025 LTIP and equity practices prohibit option/SAR repricing without shareholder approval .
- Engagement/attendance: Board met 5 times; independent executive sessions held at each regular meeting; each incumbent director met attendance expectations; lead independent director structure supports oversight .
- Conflicts/related-party exposure: No Willis-related transactions disclosed; overall related-party items in 2024 were limited and assessed not to impair independence of involved directors .
- Change-of-control and clawback safeguards: Company maintains double-trigger vesting for equity under the new plan and clawback policies for executives; directors benefit from conservative governance practices around equity and awards .