Lee J. Styslinger, III

About Lee J. Styslinger, III

Independent director of Vulcan Materials Company since 2013; age 64. Former Chairman (2011–2021) and CEO (1997–2021) of Altec, Inc., with over 20 years leading global heavy equipment businesses supporting electric and telecom industries. Holds a BA from Northwestern University and an MBA from Harvard Business School. Current public company board: Regions Financial Corporation; prior public board: Workday, Inc. (2016–2023). Noted for trade policy and manufacturing leadership, including prior service on the President’s Export Council and current service on the President’s Advisory Committee for Trade Policy and Negotiations, plus roles at Harvard Business School and National Association of Manufacturers .

Past Roles

External Roles

Board Governance

• Independence: Board affirms all directors other than the CEO are independent; Styslinger is an independent, non‑management director .
• Tenure on VMC Board: Director since 2013 (nominated for re‑election to term expiring 2028) .
• Board/Committee Meetings and Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; independent directors held executive sessions at every regular Board meeting .
• Committee assignments (2024): Compensation & Human Capital Committee; Governance Committee (not chair). Committee meetings held in 2024: Compensation & Human Capital (3), Governance (3) .

Governance practices relevant to directors:

• Policy prohibiting hedging and pledging of company stock by directors/officers .
• Mandatory director retirement age and protections against overboarding .
• Independent Lead Director structure; executive sessions each regular meeting .

Fixed Compensation (Non‑Employee Director, FY2024)

Notes:

• Non‑employee directors received 625 RSUs in May 2024; grant-date value $170,044 (valued at $272.07/share). RSUs vest on first anniversary; dividend equivalents accrue and are paid in shares at settlement; directors may defer settlement under the Directors’ Deferred Compensation Plan .

Performance Compensation

• Non‑employee directors do not receive performance-based awards; equity grants are time-vested RSUs (no performance metrics). Director equity/fees are subject to an annual cap of $1,500,000 (cash plus equity) under the 2025 Omnibus Plan .

Other Directorships & Interlocks

Implication: Multiple VMC directors serving on Regions' board creates a significant network linkage. While VMC discloses no comp committee interlocks, investors may monitor potential influence channels across boards .

Expertise & Qualifications

• Heavy equipment and industrial operations leadership; procurement/logistics insight valuable to VMC as a major purchaser of heavy machinery .
• Trade policy exposure (President’s Export Council; President’s Advisory Committee for Trade Policy & Negotiations) .
• Governance experience across public/private boards; education credentials: BA (Northwestern), MBA (Harvard) .

Equity Ownership

Additional alignment policies:

• Director stock ownership guideline: value of 6x annual cash retainer within 5 years; directors may defer fees/equity via Directors’ Deferred Compensation Plan (settled in stock) .
• Hedging and pledging of VMC stock by directors prohibited .

Governance Assessment

Positive indicators

• Independent, experienced operator with deep industrial and equipment procurement expertise aligned to VMC’s aggregates-led model .
• Active on Compensation & Human Capital and Governance Committees; Board reports strong attendance and regular executive sessions; robust anti-hedging/pledging policy .
• Director pay structure blends cash plus time-vested RSUs; director equity/fees capped; aligns with common governance best practices; director ownership guideline in place .

Monitoring items

• Network interlock: contemporaneous service on Regions Financial’s board alongside VMC’s CEO and another VMC director; no formal “interlock” under SEC rules disclosed, but investors may monitor for potential perceived independence challenges in overlapping board dynamics .
• Tenure since 2013 contributes to board continuity; investors with strict refreshment preferences may balance tenure with skill relevance and committee contributions .

Conflicts/related-party exposure

• VMC disclosed related-party transactions in 2024 involving Florida Rock Properties and Southern Company; none involve Mr. Styslinger. No compensation committee interlocks or insider participation disclosed .

Director compensation summary (2024)

Meeting and attendance summary (2024)

• Board meetings: 5; each incumbent director attended ≥75% of combined Board/committee meetings .
• Committee meetings: Compensation & Human Capital (3); Governance (3) .

Education & credentials

• BA, Northwestern University; MBA, Harvard Business School; leadership roles at HBS and NAM; federal trade advisory appointments .