J. Thomas Hill
Vulcan MaterialsAbout J. Thomas Hill
J. Thomas (Tom) Hill, 66, is Chairman (since Jan 2016) and CEO (since July 2014) of Vulcan Materials, with 30+ years at the company across operations and general management; he holds a degree from the University of Pittsburgh and completed Wharton’s Executive Management Program . Under his leadership in 2024, Vulcan delivered net earnings of $911.9M and Adjusted EBITDA of $2,057.2M (up from $2,011.3M in 2023), with Adjusted EBITDA margin expansion of 190 bps, while achieving aggregates cash gross profit per ton of $11.50 in Q4 and 12% YoY improvement for 2024; the company also deployed >$2B on strategic acquisitions . Over 2020–2024, a hypothetical $100 in VMC grew to $127.02 (company TSR series: 2020 $104.13; 2021 $146.95; 2022 $125.10; 2023 $157.05; 2024 $127.02) while Adjusted EBITDA rose from $1,323.5M (2020) to $2,057.2M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vulcan Materials | Chairman of the Board | Jan 2016–present | Board leadership during multi-year unit profitability improvement and M&A-led expansion . |
| Vulcan Materials | Chief Executive Officer | Jul 2014–present | Led pricing, operating discipline, and capital deployment; 2024 Adj. EBITDA margin +190 bps; Q4 2024 cash gross profit/ton $11.50 . |
| Vulcan Materials | President | Jul 2014–Sep 2023 | Oversaw enterprise operations during growth and portfolio optimization . |
| Vulcan Materials | EVP & Chief Operating Officer | Jan 2014–Jul 2014 | Enterprise operations leadership . |
| Vulcan Materials | SVP — South Region | Dec 2011–Dec 2013 | Regional P&L leadership . |
| Vulcan Materials | President, Florida Rock Division; President, Southwest Division (dates prior) | — | Division leadership across key markets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Regions Financial Corporation | Director | — | Current public company directorship . |
| Industry/trade and civic organizations | Board/leadership roles | — | Texas Concrete & Aggregates Association; Florida Concrete & Products Association; National Stone, Sand & Gravel Association; previously U.S. Chamber of Commerce; United Way of Central Alabama . |
Fixed Compensation
- 2024 base salary: $1,235,000 (unchanged vs 2023) . Target bonus: 160% of salary; actual 2024 cash bonus paid: $2,776,300 .
Multi-year (CEO) compensation summary
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,235,000 | $1,235,000 | $1,235,000 |
| Stock Awards (grant-date fair value) | $5,429,583 | $6,274,449 | $6,817,200 |
| Option/SOSAR Awards (grant-date fair value) | $1,356,768 | $1,568,691 | $1,703,957 |
| Non-Equity Incentive (Annual bonus) | $2,598,400 | $4,038,900 | $2,776,300 |
| Change in Pension Value | $(1,009,604) | $(72,005) | $(275,459) |
| All Other Compensation | $471,392 | $485,718 | $603,755 |
| Total | $10,081,539 | $13,530,753 | $12,860,753 |
Perquisites and other detail (2024): company aircraft personal use permitted up to $150,000; Hill used it on 18 occasions (within limit). All other comp included $435,870 non-qualified plan contributions, $33,900 401(k), $912 life insurance, $7,556 vehicle reimbursement, $125,517 personal aircraft value .
Performance Compensation
2024 Short-Term Incentive (EIP)
| Component | Detail |
|---|---|
| Financial metric | EBITDA Economic Profit (EBITDA EP = EP Adjusted EBITDA – capital charge) |
| 2024 Target | $976.5M EBITDA EP |
| 2024 Actual | $1,143.7M EBITDA EP (above target) |
| Safety modifier | +7.5 bonus points for meeting injury and prevention criteria |
| CEO target bonus | 160% of salary = $1,976,000 |
| CEO 2024 bonus paid | $2,776,300 |
| Payout cap policy | Committee cap 2.5x target (plan technical max 4x; $7M absolute cap) |
Long-Term Incentive Architecture and 2024 Grants
- Mix: PSUs (60%), RSUs (20%), SOSARs (20%); CEO 2024 Target LTI = 690% of salary ($8,521,500) .
- 2024 grants to Hill: 20,700 PSUs; 6,900 RSUs; 19,740 SOSARs @ $253.43 strike; grant-date fair value $8,521,157 .
PSU Program (2024 grant; 3-year period ending 12/31/2026)
| Metric | Threshold | Target | Maximum | Weight | Payout range |
|---|---|---|---|---|---|
| 3-yr Avg TSR Percentile vs S&P 500 | 25th (12.5%) | 50th (50%) | 75th (100%) | 50% | 0%–200% (interpolated) |
| Avg annual growth of Aggregates Cash Gross Profit/ton | 0.5% (12.5%) | 4.5% (50%) | 9.5% (100%) | 50% | 0%–200% (interpolated) |
- Vesting: cliff after 3 years; payouts in stock; 0–200% scale .
- Realized example: 2021 PSUs (paid Feb 9, 2024) vested at 180.7%; Hill received 42,826 shares on 23,700 granted .
RSUs and SOSARs (2024 grant mechanics)
| Instrument | Vesting | Term | Economics |
|---|---|---|---|
| RSUs | 100% at 3rd anniversary (2/21/2027 for 2024 grant) | — | One share per unit at vest |
| SOSARs | 1/3 per year over 3 years (start 2/21/2025) | 10 years | Value only if stock > $253.43; net-settled in shares |
2024 realized equity activity (liquidity signal): Hill exercised 62,900 options/SOSARs in 2024, realizing $12,431,659; 50,726 stock units (PSUs/RSUs) vested with value $12,227,116 .
Equity Ownership & Alignment
Beneficial ownership (as of Mar 1, 2025)
| Holding category | Amount |
|---|---|
| Shares owned directly/indirectly | 78,394 (incl. 35,231 in 401(k)/excess plan) |
| SOSARs/Options exercisable (≤ Apr 30, 2025) | 172,427 |
| Deferred LTI payments (stock units) | 51,621 |
| Total reported beneficial ownership | 302,442; <1% of shares outstanding |
| Shares outstanding (context) | 132,271,184 (Mar 1, 2025) |
Vesting calendar (potential supply)
| Award | Quantity | Key date |
|---|---|---|
| RSUs (2018–2024 grants) | 7,300 vest 2/18/2025; 8,940 vest 2/21/2026; 6,900 vest 2/21/2027 | |
| PSUs (2022–2024 cycles) | 39,622 (vest 12/31/2024); 26,820 (12/31/2025); 20,700 (12/31/2026) | |
| SOSARs (2022–2024 tranches) | Remaining unexercisable 7,466 (2022), 14,446 (2023), 19,740 (2024) with 10-year terms |
Ownership policy and pledging
- CEO stock ownership guideline: 7x salary; all NEOs (incl. Hill) met or exceeded guidelines as of Mar 1, 2025; retain 50% of net shares until in compliance .
- Strict prohibition on hedging and pledging of company shares for directors/officers; no pledging permitted .
Employment Terms
Change-in-Control (CIC) protections and severance
| Term | Detail |
|---|---|
| CIC definition | 30% ownership, unapproved board majority change, major business combination, or liquidation; “conservative” triggers in equity plan . |
| Severance multiple | 3x (base + greater of 3-yr avg or target bonus); plus pro-rata bonus; 3 years of benefits; double-trigger required; no tax gross-ups . |
| Hill — cash amounts (as of 12/31/2024) | Base $1,235,000; “bonus” measure $3,137,867; total cash severance payments $13,118,600; pro-rata bonus $3,137,867; total cash $16,256,467 . |
| Equity treatment at CIC | If awards not assumed: full vesting; if assumed and terminated not-for-cause or for good reason within 6 months before to 2 years after CIC: full vesting (PSUs at ≥ target/actual), SOSARs fully exercisable . |
| Termination/retirement provisions | Retirement (≥55 & service): pro-rata or full vesting rules; some accelerations subject to non-compete; for-cause: forfeit; death/disability: accelerations . |
| Clawback | Policy allows recoupment of cash/equity incentives if financials are restated due to officer misconduct; awards subject to forfeiture/recoupment for detrimental conduct . |
Retirement and deferred compensation
| Program | Hill’s values |
|---|---|
| Pension Plan — PV of accrued benefit | $1,035,911 (23 3/12 yrs service) |
| Nonqualified Plan — PV of accrued benefit | $3,908,416 |
| Estimated monthly benefits (Retirement-eligible scenario) | Pension $7,118/month; Nonqualified $33,639/month |
| Executive Deferred Compensation Plan balance | $13,621,039; 2024 earnings $1,819,106 |
Board Governance
- Board and roles: Hill is Chairman & CEO; director since 2014; member of Executive Committee (and committee chair list includes Hill on Executive Committee) .
- Independence structure: 11 of 12 directors independent; independent Lead Director (O.B. Grayson Hall, Jr.) with robust authorities; executive sessions of non-management directors at every regular meeting (five in 2024) .
- Committees: Hill serves on the Executive Committee; all other committees are fully independent .
- Meetings/attendance: Board met five times in 2024; all incumbent directors ≥75% attendance; all attended 2024 annual meeting .
Say-on-Pay, Shareholder Feedback, and Peer Group
- Say-on-Pay support: 97% approval at 2024 meeting; ongoing investor outreach to holders representing ~70% of shares .
- Pay positioning and design: significant at-risk pay; CEO ~90% variable; LTI targeted between 50th–75th percentile; cash elements near 50th percentile, with discretion for performance/role .
- Peer group (2024, 25 companies) includes materials/industrial comparators such as Martin Marietta, Eagle Materials, Owens Corning, Packaging Corp., etc. .
Risk Indicators & Red Flags
- Risk mitigants: no repricing of options/SARs without shareholder approval; minimum vesting standards; double-trigger CIC; no hedging/pledging; clawback in place .
- Pay ratio: CEO-to-median employee pay 119:1 for 2024 .
- Related party transactions: none involving Hill; disclosed transactions with FRP and Southern Company not linked to CEO .
- Section 16(a) compliance: noted late filings for a director; no CEO-specific delinquencies disclosed .
Investment Implications
- Pay-for-performance alignment appears strong: high variable mix, PSU metrics balanced between relative TSR and internal unit profitability, realized PSU payout of 180.7% for 2021-2023 cycle signals outperformance over that period .
- Limited selling pressure risk: policy prohibits pledging; ownership guideline compliance; upcoming vesting (RSUs/PSUs) is visible, with 2024 exercises/vestings indicating capacity for liquidity but within program norms .
- Retention risk is mitigated by competitive LTI (690% salary target), robust CIC protections (3x cash, double-trigger), and deep tenure; however, combined CEO/Chair role can draw governance scrutiny—mitigated by a strong independent lead director and fully independent key committees .
- Operational execution under Hill continues to drive profitability per ton and margin expansion despite volume headwinds, supporting durable FCF and M&A optionality—key for equity holders sensitive to aggregates pricing and cycle mix .