Lydia H. Kennard
Vulcan MaterialsAbout Lydia H. Kennard
Lydia H. Kennard (age 70) is an independent director of Vulcan Materials Company (VMC), serving since 2022, and is currently a member of the Audit Committee and the Safety, Health and Environmental Affairs Committee. She is President & CEO of KDG Construction Consulting and Quality Engineering Solutions and founding principal of KDG Aviation; previously CEO of Los Angeles World Airports (LAX system), managing ~3,000 employees and a ~$1 billion budget. She holds a JD from Harvard Law School, an MS in City Planning from MIT, and a BA from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles World Airports (LAWA) | Chief Executive Officer | Aug 1999–Nov 2003; Oct 2005–Feb 2007 | Led nation’s #2 airport system; ~3,000 employees; ~$1B annual budget |
| KDG Construction Consulting | President & CEO | Since 2007 | Program and construction management for public/institutional clients |
| Quality Engineering Solutions (QES) | President & CEO | Since 2007 | Pavement engineering and inspection services in North America |
| KDG Aviation | Founding Principal | Since 2007 | Operator/developer of general aviation facilities |
| University of Southern California | Trustee → Life Trustee | Trustee 2005–June 2020; Life Trustee since June 2020 | Governance of major academic institution |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Prologis, Inc. | Director | Current | Current public company directorship |
| Freeport-McMoRan, Inc. | Director | Current | Current public company directorship |
| AECOM | Director | 2020–2025 | Former public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except CEO are independent; Kennard is independent |
| Committees | Audit Committee (members: Quirk (Chair), Kennard, Fanning, O’Brien) ; Safety, Health and Environmental Affairs Committee (members: O’Brien (Chair), Willis, Anderson, Kennard) |
| Committee Meetings (2024) | Audit: 7; Safety, Health & Environmental Affairs: 2 |
| Attendance | Board held 5 meetings in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting |
| Executive Sessions | Non-management directors met in executive session 5 times in 2024 |
| Financial Literacy | All Audit Committee members (including Kennard) are “financially literate”; Audit Committee “financial experts” are Quirk and O’Brien |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $120,000 | Standard non-employee director retainer |
| Committee/Chair Fees | $0 | Kennard is not a chair; chair fee schedule: Audit $25k; Comp & Human Capital $20k; other chairs $15k |
| Stock Awards (RSUs) | $170,044 | 625 RSUs granted May 10, 2024; fair value based on $272.07 share price; vests on first anniversary; dividend equivalents accrue |
| All Other Compensation | $1,624 | Dividend equivalent accruals for RSUs/DSUs |
| Total | $291,668 | Sum of components above |
Performance Compensation
| Element | Structure | Metrics | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs (2024 grant) | Time-based RSUs | None (no performance metrics) | 1-year cliff vest on first anniversary | 625 RSUs; dividend equivalents credited; may elect deferral of share settlement |
| Director Award Limits | Equity + Cash cap | N/A | N/A | Non-employee director total value limit $1,500,000 per rolling 12 months |
No stock options or performance share awards are used for non-employee directors; RSUs are time-based and not tied to TSR or financial metrics .
Other Directorships & Interlocks
- Concurrent external interlock: Kennard serves on Freeport-McMoRan’s board while Kathleen L. Quirk (VMC director) is Freeport-McMoRan’s President & CEO and a director, creating an external network linkage between VMC and FCX .
- No related-party transactions disclosed involving Kennard or her outside entities (KDG, QES, Prologis, FCX, AECOM) in 2024; company enumerated related person transactions and did not include Kennard .
Expertise & Qualifications
- Senior infrastructure and public-sector operator expertise (LAWA CEO; airport system leadership) .
- Construction management and engineering (KDG, QES) .
- Legal and urban planning credentials (JD Harvard; MS MIT; BA Stanford) .
- Audit committee member; Board deemed “financially literate” .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Phantom/Deferred Shares | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Lydia H. Kennard | 628 | 827 | 1,455 | <1% (asterisk in filing) |
| Directors’ RSUs/DSUs (aggregate status) | RSUs: 628 | DSUs: 0 | — | Kennard’s accumulated RSUs/DSUs positions at 12/31/2024 |
- Stock ownership guidelines: directors must own shares valued at 6× annual cash retainer within 5 years; RSUs/DSUs count toward compliance .
- Hedging/pledging prohibitions: directors/officers may not hedge or pledge VMC shares; no margin accounts permitted .
Governance Assessment
- Board effectiveness: Dual committee membership (Audit; Safety/Environmental) positions Kennard at the nexus of financial reporting oversight and operational risk/sustainability—appropriate to her infrastructure background; attendance expectations met broadly at Board level .
- Independence and conflicts: Board reaffirmed independence of all non-management directors; no Kennard-related related-party transactions disclosed—reducing conflict risk .
- Compensation and alignment: Balanced director pay (cash retainer + time-based RSUs with dividend equivalents), with explicit director award cap and ownership guidelines supporting alignment; no options or performance awards for directors—limits risk of pay-for-performance misalignment in the director context .
- Interlock signal: External interlock with Freeport-McMoRan via Quirk and Kennard suggests potential information flow benefits but warrants monitoring for overboarding and independence perceptions (no interlocks or insider participation noted for the Compensation Committee; “none”) .
- Policies: Robust governance framework including majority voting, independent lead director, clawback policy (applies to executives; plan-level forfeiture/recoupment provisions), anti-hedging/pledging, and regular executive sessions—supporting investor confidence .
- Compliance: No Section 16(a) delinquencies noted for Kennard in the filing’s delinquency disclosure (only another director named) .
RED FLAGS to monitor
- Cross-board interlock with Freeport-McMoRan (Kennard and Quirk) could invite perceived influence or time commitments; no related transactions disclosed, but maintain oversight of any future dealings or consultant relationships .
- Director ownership guideline compliance not disclosed individually; ensure trajectory toward 6× retainer within 5 years, especially given RSU-only equity for directors .
Contextual compensation signal: VMC’s 2024 Say-on-Pay approval exceeded 97%, indicating broad shareholder support for the company’s compensation governance, though this pertains to executives rather than directors .