James T. Prokopanko
Vulcan MaterialsAbout James T. Prokopanko
Independent director at Vulcan Materials Company (VMC). Age 71; director since 2009; serves on the Compensation & Human Capital Committee and the Governance Committee . Former President & CEO of The Mosaic Company (2007–2015) and Senior Advisor (2015–2016); previously held senior leadership roles at Cargill, Inc.; holds a bachelor’s degree in computer science (University of Manitoba) and an MBA (University of Western Ontario) . Other current public company directorships include Regions Financial Corporation and Xcel Energy Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | President & Chief Executive Officer | Jan 2007–Aug 2015 | Principal interface between management and the board at a NYSE-listed company; executive management experience; extraction-industry knowledge |
| The Mosaic Company | Senior Advisor | Aug 2015–Jan 2016 | Post-CEO advisory role |
| Cargill, Inc. | Corporate Vice President of Procurement; leader of Ag Producer Services Platform; Vice President, North America crops inputs | Prior to 2006 | Broad leadership roles across procurement and agricultural inputs |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Regions Financial Corporation | Director | Listed as other public company directorship |
| Xcel Energy Inc. | Director | Listed as other public company directorship |
- No related-party transactions involving Mr. Prokopanko disclosed for 2024; company lists related transactions involving others (FRP, Southern Company, Bass family) and affirms independence standards for committees .
Board Governance
- Committees: Compensation & Human Capital Committee (members include Prokopanko) and Governance Committee (members include Prokopanko); both composed solely of independent, non-management directors .
- Independence: Substantial majority independent; committee charters available; independent lead director structure .
- Attendance: In 2024, the Board held five meetings; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting of Shareholders .
- 2024 meeting counts: Audit 7; Compensation & Human Capital 3; Finance 3; Governance 3; Safety, Health and Environmental Affairs 2; Executive 0 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 115,000 | 37,194 | Cash retainer baseline $120,000/year for non-employee directors (program level) |
| 2024 | 120,000 | 41,348 | All Other Compensation represents dividend equivalents for RSUs/DSUs |
- Cash retainer: $120,000/year; chair fees: Audit $25,000; Compensation & Human Capital $20,000; other committee chairs $15,000; Lead Director retainer $35,000 .
- Deferred Compensation Plan: directors may defer cash fees into stock equivalents or interest-based accounts; stock equivalents accrue dividend units and settle in shares at end of deferral; lump-sum settlement possible after change in control under specified conditions .
Performance Compensation
| Year | Stock Awards ($) | Equity Vehicle | Grant Date | Shares Granted | Grant-Date Price ($/share) | Vesting |
|---|---|---|---|---|---|---|
| 2023 | 160,212 | RSUs | May 12, 2023 | Program-wide RSU grant (count not specified in 2023 table) | 195.38 | As per plan; non-employee director RSUs generally vest by first anniversary/next annual meeting cycle |
| 2024 | 170,044 | RSUs | May 10, 2024 | 625 | 272.07 | RSUs vest on first anniversary of grant; settled in common shares; dividend equivalents credited and distributed in shares at settlement; directors may elect deferral |
- Historical equity form: Prior to 2020, directors received fully non-forfeitable Deferred Stock Units (DSUs) payable upon board exit or change of control; since 2024, RSUs are used following peer practice review by Meridian Compensation Partners .
- Plan guardrails: No dividends on unearned awards; hedging and pledging prohibited; options/SARs must be at or above fair market value; 10-year plan term; non-employee director annual total cap $1.5M (cash + equity) under omnibus plan .
Other Directorships & Interlocks
| Company | Relationship to VMC | Potential Interlock/Conflict Note |
|---|---|---|
| Regions Financial Corporation | Financial services | No VMC transactions disclosed with Regions; no related-party interest disclosed for Mr. Prokopanko |
| Xcel Energy Inc. | Utility | No VMC transactions disclosed with Xcel; no related-party interest disclosed for Mr. Prokopanko |
Expertise & Qualifications
- Executive leadership: Former CEO of Mosaic; prior Cargill leadership across procurement and ag inputs; experience through full economic cycles .
- Education: BS in Computer Science (University of Manitoba); MBA (University of Western Ontario) .
- Board-relevant skills: Interface between management and board at NYSE-listed company; extraction-industry issues; business, leadership, management insight .
Equity Ownership
| As of Date | Shares Owned Directly/Indirectly (#) | Phantom Shares Pursuant to Plans (#) | Total (#) | % of Class |
|---|---|---|---|---|
| Mar 1, 2024 | 0 | 21,943 | 21,943 | <1% |
| Mar 1, 2025 | 0 | 22,728 | 22,728 | <1% |
- Aggregate accumulated units at 12/31/2024: RSUs 4,733; DSUs 17,995 (includes dividend equivalents) .
- Stock ownership guidelines: Directors must own shares valued at six times annual cash retainer within five years; RSUs and DSUs count toward compliance .
- Hedging/pledging: Prohibited for directors and officers per insider trading policy .
Governance Assessment
- Independence and committee roles: Prokopanko serves on two key oversight committees—Compensation & Human Capital and Governance—each composed solely of independent directors; Meridian serves as independent compensation consultant, reducing consultant conflicts .
- Attendance and engagement: Board met five times in 2024; committee cadence for his assignments (Compensation & Human Capital 3; Governance 3). All directors met the 75% attendance threshold and attended the Annual Meeting, supporting engagement expectations .
- Pay structure and alignment: Director pay is balanced between cash ($120,000 retainer) and annual equity grants (RSUs, 625 shares in 2024 with $170,044 accounting value), with dividend equivalents accruing; equity and ownership guidelines foster alignment. Year-over-year stock award value increased from $160,212 (2023) to $170,044 (2024), reflecting higher grant-date price rather than guaranteed pay escalation .
- Ownership: Beneficial ownership consists entirely of phantom shares/units; no direct share holdings disclosed; RSU/DSU accumulation indicates long-term alignment via deferred equity; hedging/pledging prohibited .
- Conflicts/related-party exposure: No related-party transactions involving Prokopanko disclosed; company’s review mechanisms and Business Conduct Policy mitigate risks; specific related-party items disclosed involve other directors/executives, not Prokopanko .
- Red flags: None observed regarding hedging/pledging, option repricing, tax gross-ups for directors, or attendance shortfalls. Compensation program guardrails (no dividends on unearned awards; director plan caps) reduce governance risk .