Melissa H. Anderson
Vulcan MaterialsAbout Melissa H. Anderson
Melissa H. Anderson, age 60, has served as an independent director of Vulcan Materials Company since 2019. She is Executive Vice President, Chief People and Transformation Officer at Albemarle Corporation and previously served as its Chief People Officer; her career spans senior human capital leadership roles at Duke Energy, Domtar, The Pantry, and IBM. She holds a B.S. in industrial relations from the University of North Carolina at Chapel Hill and an M.S. in industrial and labor relations from Cornell University, with deep expertise in succession planning, executive development, and executive compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation | EVP, Chief People & Transformation Officer | 2024–present | Enterprise transformation and executive compensation expertise |
| Albemarle Corporation | SVP & Chief People Officer | 2021–2024 | Led human capital strategy |
| Duke Energy Corporation | EVP & Chief Human Resources Officer | 2015–2020 | Culture and talent transformation leadership |
| Domtar Corporation | SVP of Human Resources | 2010–2015 | Human resources leadership in industrials |
| The Pantry Inc. | SVP HR & Government Relations | 2006–2010 | HR and policy interface |
| IBM Corp. (Global Financing) | VP of Human Resources | 2003–2006 | HR leadership in financial services unit |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Society for Human Resource Management (SHRM) | Immediate past chair | Not specified | Largest global HR organization |
| HR Policy Association | Board role; immediate past chair | Not specified | Industry-focused HR policy body |
| USC Darla Moore School – Center for Executive Succession | Member | Not specified | Executive succession expertise |
Board Governance
- Committees: Compensation & Human Capital; Safety, Health and Environmental Affairs; not listed as chair of either committee .
- Independence: The Board affirmed all directors other than the CEO are independent under NYSE, SEC, and Board criteria; Ms. Anderson is independent .
- Attendance and engagement: The Board met 5 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Non‑management directors held executive sessions at each regular meeting (five sessions in 2024) .
- Committee activity: 2024 meetings—Audit (7), Compensation & Human Capital (3), Finance (3), Governance (3), Safety, Health & Environmental Affairs (2) .
- Governance policies: Prohibitions on hedging and pledging by directors; stock ownership guidelines for directors require ownership equal to 6× the annual cash retainer within five years; proxy access and overboarding protections disclosed .
- Board/committee refresh: 2024 review updated charters and refreshed committee composition, aiming at effectiveness and alignment with best practices .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non‑employee director retainer |
| Equity grant (RSUs) | $170,044 | 625 RSUs granted May 10, 2024; vest on first anniversary; dividend equivalents accrue; directors may elect deferral |
| All other compensation | $4,805 | Dividend equivalents on RSUs/DSUs |
| Total 2024 director compensation | $294,849 | Sum of cash, stock award accounting value, and other |
Additional program features:
- Chair retainers: Lead Director $35,000; Audit Chair $25,000; Compensation & Human Capital Chair $20,000; other chairs $15,000 (Ms. Anderson is not listed as a chair) .
- Directors’ Deferred Compensation Plan available; RSU/DSU settlement and deferral mechanics outlined .
Performance Compensation
| Element | Performance Metric(s) | Vesting / Terms |
|---|---|---|
| Director RSUs | None (time-based) | Annual RSUs vest after one year; dividend equivalents paid only on vested awards; no performance conditions for director equity |
Program limits and controls:
- Non‑employee director annual cap: Combined cash plus equity awards not to exceed $1,500,000 in any 12‑month period (grant date fair value basis for equity) .
- No dividends on unearned awards; clawback and recoupment frameworks apply; anti‑repricing without shareholder approval .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Ms. Anderson |
| Compensation committee interlocks | None reported by the company |
| Related-party exposure | No Albemarle‑Vulcan related transaction disclosed; 2024 related party items involved FRP and Southern Company (not related to Ms. Anderson) |
Expertise & Qualifications
- Education: B.S. industrial relations (UNC–Chapel Hill); M.S. industrial and labor relations (Cornell) .
- Technical/functional expertise: Executive compensation, succession planning, executive development; led large cultural and talent transformations across multiple industries .
- Board skills relevance: Human capital oversight, compensation governance, succession planning aligned with committee assignments .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly | 1,137 | As of March 1, 2025 |
| Phantom shares pursuant to plans | 4,070 | DSUs/RSUs in deferred accounts |
| Total beneficial ownership | 5,207 | Less than 1% of outstanding shares |
| RSUs/DSUs accumulated (aggregate) | RSUs: 2,375; DSUs: 0 | As of Dec 31, 2024; includes dividend equivalents |
| Pledging/hedging | Prohibited by company policy | |
| Director ownership guideline | 6× annual cash retainer (within 5 years) | Applies to all directors; compliance status not individually disclosed |
Insider trading compliance:
- Delinquent Section 16(a) reports: Settlement of 807 RSUs on June 14, 2024 reported June 28, 2024; sale of 1,200 shares on February 26, 2024 reported March 8, 2024 .
Governance Assessment
- Board effectiveness: Independent committee composition (including Compensation & Human Capital and Safety committees), refreshed charters in 2024, and use of an independent compensation consultant (Meridian) support governance quality and pay oversight .
- Alignment: Annual RSU grants and director ownership guidelines promote long‑term alignment; dividend equivalents withheld until vesting; robust clawback policy and no option/SAR repricing without shareholder approval .
- Independence and conflicts: Ms. Anderson is independent; no related‑party transactions involving her were disclosed; compensation committee interlocks are “None” .
- Engagement signals: Board and committee meeting cadence, universal annual meeting attendance, and executive sessions at each regular meeting indicate active oversight .
- Shareholder support context: 2024 Say‑on‑Pay approval exceeded 97%, reflecting broader investor confidence in Vulcan’s compensation governance framework (contextual signal for board oversight quality) .
RED FLAGS
- Two late Section 16(a) filings for Ms. Anderson in 2024 (sale and RSU settlement) represent minor compliance lapses to monitor, though not unusual across large boards .
- No disclosed share pledging or hedging (prohibited); no evidence of related‑party transactions involving Ms. Anderson; non‑employee director award limits and best‑practice plan features reduce compensation risk .