O. B. Grayson Hall, Jr.
Vulcan MaterialsAbout O. B. Grayson Hall, Jr.
Independent Lead Director at Vulcan Materials Company (VMC); age 67; director since 2014. Former Chairman/CEO of Regions Financial Corporation, with 40+ years in banking, operations, technology, and capital markets. Education: BA in Economics (University of the South), MBA (University of Alabama), graduate of Stonier Graduate School of Banking (University of Pennsylvania). Hall serves as the Board’s independent lead director and is affirmed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regions Financial Corporation | Executive Chairman (Regions Financial and Regions Bank) | Jul 2018–Dec 2018 | Oversight of large full-service banking operations |
| Regions Financial Corporation | Chairman & CEO | Dec 2017–Jul 2018 | Led strategy and governance |
| Regions Financial Corporation | Chairman, President & CEO | 2013–2017 | Enterprise leadership; cybersecurity background noted |
| Regions Financial Corporation | President & CEO | 2010–2013 | Operational and financial leadership |
| Regions Financial Corporation | Various leadership roles in operations, technology, commercial banking | 1980–2010 | Deep operations/tech experience |
| Federal Reserve Bank of Atlanta | Class A Director (former) | Not disclosed | Monetary policy and financial oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alabama Power Company | Director | Current | Utility governance; industry/regulatory expertise |
| Economic Development Partnership of Alabama | Civic/Leadership | Current | Economic development engagement |
| Birmingham Business Alliance | Civic/Leadership | Current | Community and business leadership |
Board Governance
- Board leadership: Independent Lead Director with defined duties (presides over executive sessions; liaises with Chair; approves agendas/schedules; can call meetings; available to speak with shareholders) .
- Independence: All directors except the CEO are independent (affirmed in 2025 evaluation) .
- Committee assignments (Hall): Executive Committee member; Finance Committee Chair; Governance Committee member .
- Meetings and attendance: Board met 5 times in 2024; executive sessions of non-management directors held 5 times; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director retainer |
| Lead Director retainer | $35,000 | Additional cash retainer |
| Committee Chair retainer | $15,000 | Finance Committee chair fee |
| Total cash fees (2024) | $170,000 | Matches fees earned |
| All other compensation (dividend equivalents) | $18,531 | Dividend equivalents on RSUs/DSUs |
| Total 2024 director compensation | $358,575 | Cash + stock award expense + other |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Quantity | Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual non-employee director grant) | May 10, 2024 | 625 | $170,044 | Vest on first anniversary; dividend equivalents accrue | Directors may defer settlement; RSUs became the standard in 2024 |
| DSUs (aggregate on account) | Aggregate as of Dec 31, 2024 | 9,229 | N/A | Non-forfeitable (older awards); settled at separation/CoC | Legacy director awards prior to 2020 |
| RSUs (aggregate on account) | Aggregate as of Dec 31, 2024 | 628 | N/A | Time-based vest | Aggregate outstanding, includes accrued dividends |
- Plan guardrails: Non-employee director equity + cash awards limited to $1,500,000 per 12 months under the 2025 plan .
- Minimum vesting: Director awards generally ≥1 year or to next annual meeting (≥50 weeks), consistent with plan policy; no dividends on unearned awards .
- Clawback/forfeiture: Plan authorizes forfeiture/recoupment for detrimental conduct; participants subject to applicable recovery policies .
Other Directorships & Interlocks
| Company | Relationship to VMC | Potential Interlock/Transaction | Materiality / Notes |
|---|---|---|---|
| Alabama Power Company | Hall is a Director | Parent Southern Company purchased ~$1,879,852 of product from VMC in 2024; Board member Fanning served as a senior consultant to Southern Company | Company states transaction immaterial; amount <1% of each company’s revenues; no material interest impairing independence |
| Regions Financial Corporation | Hall’s prior company; VMC’s CEO (J. Thomas Hill) is a director at Regions | Shared network ties (current Hill, prior Hall) | Context for information flow; not disclosed as a related-party transaction |
Expertise & Qualifications
- Financial, capital markets, banking, cybersecurity exposure (as former CEO of Regions and experience in cyber oversight) .
- Education: BA Economics (University of the South), MBA (University of Alabama), Stonier Graduate School of Banking (UPenn) .
- Skills matrix context: Board seeks diverse, independent leaders with finance, risk, operational expertise; Hall aligns with these competencies .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Phantom Shares (DSUs) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| O. B. Grayson Hall, Jr. | 4,208 | 14,572 | 18,780 | <1% |
- Director stock ownership guidelines: Within five years, directors must own shares equal to six times the annual director cash retainer; RSUs/DSUs count toward compliance .
- Hedging/pledging: Prohibited for directors and officers (no margin accounts or pledging; no hedging transactions) .
Governance Assessment
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Strengths
- Independent Lead Director role with robust responsibilities and active shareholder engagement; Hall authored 2025 letter emphasizing vigilance and alignment with investor interests .
- Finance Committee Chair; deep financial and risk oversight skills; complements Board’s strong committee structure and independence .
- Clear guardrails on director compensation (award cap, minimum vesting, no dividends on unearned awards); clawback/forfeiture provisions and anti-hedging/pledging policies support alignment .
- Attendance and executive session cadence indicate engaged board processes; independence reiterated annually .
- Shareholder support for pay program remains strong (97% Say-on-Pay in 2024), reflecting confidence in governance and compensation design .
-
Risks / RED FLAGS
- Potential network interlock: Hall’s directorship at Alabama Power (subsidiary of Southern Company) while VMC reported ~$1.88M sales to Southern Company in 2024; company deems immaterial and independence preserved, but continued monitoring warranted for related-party exposure and oversight robustness .
- Broader related-party context: FRP rent/royalty payments ($9.94M) and familial employment noted; while not specific to Hall, such transactions merit recurring disclosure review for Board conflict management .
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Implications
- Hall’s finance/cyber background and lead director authority bolster investor confidence in risk oversight and capital allocation discipline.
- The Alabama Power/Southern Company linkage is small, but investors may scrutinize utility relationships and procurement intersections; transparency and recusal practices should be maintained.
Overall, Hall’s role and experience align with VMC’s governance priorities: independent leadership, strong committee oversight, and policies that mitigate compensation and conduct risks .