Kathleen L. Quirk
Vulcan MaterialsAbout Kathleen L. Quirk
Independent director at Vulcan Materials (VMC) since 2017; age 61. Quirk is President and Chief Executive Officer of Freeport‑McMoRan Inc. and a long‑tenured finance leader who previously served as Freeport’s Executive Vice President and Chief Financial Officer through 2021. She holds a bachelor’s degree in accounting from Louisiana State University and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freeport‑McMoRan Inc. | President & Chief Executive Officer | Current | Led strategic planning; deep operating and capital markets experience relevant to mining/industrial end markets |
| Freeport‑McMoRan Inc. | Executive Vice President & Chief Financial Officer | 2007–2021 | Extensive debt/equity markets, tax, IR, corporate development, and treasury expertise; foundation for “audit committee financial expert” designation at VMC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freeport‑McMoRan Inc. | Director | Since 2021 | CEO and director at FCX; over 30 years in Freeport organization |
Board Governance
| Area | Details |
|---|---|
| Independence | Independent under NYSE and VMC’s criteria; all directors except CEO are independent |
| VMC Board service | Director since 2017 (standing for reelection to a term expiring 2028) |
| Committee assignments | Audit (Chair), Finance (member), Executive (member) |
| Meeting cadence/attendance | Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and assigned committee meetings |
| Committee activity in 2024 | Audit: 7 mtgs; Finance: 3; Safety/Health/Environmental: 2; Compensation & Human Capital: 3; Governance: 3; Executive: 0 |
| Lead independent director | O. B. Grayson Hall, Jr. |
| Executive sessions | Non‑management directors met in executive session at each regular meeting (5x in 2024) |
| Policies | Majority voting, proxy access, mandatory retirement age, anti‑hedging/anti‑pledging, clawback, annual board/committee self‑assessments, shareholder engagement |
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount/Policy | Source |
|---|---|---|
| Annual cash retainer | $120,000 | |
| Committee chair retainers | Audit Chair: $25,000; Comp & Human Capital Chair: $20,000; Other committee chairs: $15,000 | |
| Lead director retainer | $35,000 | |
| Kathleen L. Quirk – cash fees | $145,000 (base retainer + Audit Chair fee) | |
| All other compensation (dividend equivalents) | $12,925 | |
| Total 2024 director compensation (Quirk) | $327,969 | |
| Non‑employee director award/value cap | Total cash+equity not to exceed $1,500,000 per director per 12 months |
Performance Compensation (Equity; Directors)
| Grant Type | Shares/Terms | Grant Date Fair Value | Vesting/Deferral | Dividends |
|---|---|---|---|---|
| RSU (annual) | 625 RSUs to each non‑employee director in May 2024 | $170,044 per director (valued at $272.07 on May 10, 2024) | Vests on first anniversary; directors may elect to defer share delivery | Dividend equivalents credited quarterly; delivered in shares upon RSU settlement |
Note: Prior to 2020, director equity was primarily DSUs (payable at board departure or change in control). Shift to RSUs reflects peer practice review by Meridian, the independent compensation consultant. No options are granted to directors.
Other Directorships & Interlocks
| Company | Relationship to VMC | Interlock/Related Party Exposure |
|---|---|---|
| Freeport‑McMoRan Inc. (FCX) – Director & CEO | No VMC‑FCX related‑party transactions disclosed in 2024 | None disclosed; VMC related‑party note lists transactions with FRP Holdings (royalties), Southern Company (product sales), and a family employment item—none involve Quirk/FCX |
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance and accounting background suitable for Audit Chair
-
30 years in mining/industrial operations, regulatory and governmental affairs; capital markets experience (debt/equity, IR, treasury)
- Education: B.S. in Accounting, Louisiana State University
Equity Ownership
| Holder | Shares Owned Directly | Phantom/Deferred (DSUs/RSUs) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Kathleen L. Quirk | 0 | 13,501 | 13,501 | * (<1%) |
| Deferred/Outstanding Units (as of 12/31/2024) | RSUs | DSUs |
|---|---|---|
| Kathleen L. Quirk | 4,733 | 2,480 |
Additional alignment policies:
- Director stock ownership guideline: within five years, own stock equal to 6x the annual director cash retainer; DSUs/RSUs count toward compliance
- Anti‑hedging and anti‑pledging policy applies to directors (no short sales, collars, pledging, or margin)
- No dividends on unearned equity under the 2025 plan; director RSUs accrue dividend equivalents but settle upon vesting
Governance Assessment
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Strengths
- Independent director with substantial financial expertise; serves as Audit Committee Chair and is designated an “audit committee financial expert,” a positive signal for financial reporting oversight and cyber/information security risk oversight under the Audit Committee charter. Engagement appears strong given Audit’s 7 meetings in 2024 and Board policy of executive sessions at each regular meeting .
- Compensation structure balances cash and equity; Quirk’s 2024 mix is ~44% cash/$145k and ~52% equity/$170k with the remainder dividend equivalents, aligning with shareholders via annual RSUs and ownership guidelines (6x retainer) .
- Company‑level governance safeguards: clawback policy, anti‑hedging/pledging, director overboarding protections, majority voting, proxy access; Say‑on‑Pay support over 97% in 2024 indicates broad investor approval of compensation governance .
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Potential watch items
- External CEO role (FCX) increases time commitments; however, VMC confirms independence for all non‑management directors and discloses no Quirk‑related party transactions. Continue to monitor workload and any future VMC–FCX commercial ties (none disclosed for 2024) .
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RED FLAGS
- None disclosed regarding attendance, related‑party transactions, hedging/pledging, or compensation anomalies. Compensation & Human Capital Committee interlocks: none .
Overall, Quirk’s profile—independent status, audit chairmanship with financial expert designation, and equity‑aligned pay—supports board effectiveness and investor confidence; no direct conflicts were disclosed for 2024. Continued monitoring of time commitments and any FCX‑linked dealings is prudent.