Richard T. O’Brien

About Richard T. O’Brien

Richard T. O’Brien, age 71, has served as an independent director of Vulcan Materials Company since 2008. He is an independent consultant (since October 2015), a former President & CEO of Boart Longyear (2013–2015) and former CEO of Newmont Mining (2007–February 2013). He holds a BA in Economics from the University of Chicago and a JD from Lewis & Clark Law School, and is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (designated financial expert), Executive Committee member, and Chair of the Safety, Health & Environmental Affairs (SHEA) Committee .

• Independence: The Board determined all directors other than the CEO are independent under NYSE, SEC, and Board criteria; O’Brien is independent .

• Meetings and attendance: In 2024, the Board met five times; non-management directors held five executive sessions. Each incumbent director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting of Shareholders .

• Committee meeting cadence (2024):

  Committee	Meetings Held in 2024
  Audit	7
  Compensation & Human Capital	3
  Executive	0
  Finance	3
  Governance	3
  Safety, Health & Environmental Affairs	2

Fixed Compensation

• Director cash retainer schedule:

  Component	Amount (USD)
  Annual director retainer	$120,000
  Lead Director retainer	$35,000
  Audit Committee chair retainer	$25,000
  Compensation & Human Capital chair retainer	$20,000
  Other committee chair retainer (e.g., SHEA, Governance, Finance)	$15,000

• O’Brien compensation summary (YoY):

  Year	Fees Earned or Paid in Cash (USD)	Stock Awards (USD)	All Other Compensation (USD)	Total (USD)
  2024	$135,000	$170,044	$39,470	$344,514
  2023	$115,000	$160,212	$36,228	$311,440

Notes: O’Brien’s 2024 cash appears consistent with base retainer ($120,000) plus a $15,000 chair retainer for SHEA . “All Other Compensation” reflects dividend equivalents on RSUs/DSUs; no perquisites exceeded $10,000 .

Performance Compensation

• Director equity structure and grant details (2024):

  Item	Detail
  Vehicle	RSUs (non-employee directors)
  Grant date	May 10, 2024
  Shares granted	625 RSUs (to each non-employee director)
  Grant-date fair value per share	$272.07
  Vesting	One year from grant date
  Settlement	In shares; dividend equivalents credited and paid in shares upon settlement; directors may elect to defer receipt

• Aggregate outstanding units for O’Brien (12/31/2024):

  Instrument	Units Outstanding
  RSUs	1,459
  DSUs	20,244

No performance metrics apply to non-employee director equity; awards are time-vested RSUs with dividend equivalents .

Other Directorships & Interlocks

• Disclosed public company directorships: New Gold Inc.; Xcel Energy Inc. .
• Related-party transactions: The proxy discloses transactions involving FRP (linked to the President) and Southern Company (consulting by another director), but none involving O’Brien; no material related-party exposure for O’Brien was disclosed .

Expertise & Qualifications

• Financial oversight: Audit committee financial expert; CFO experience across four public companies .
• Industry knowledge: Mining/extraction operations from CEO roles at Newmont and Boart Longyear; relevant to SHEA risk oversight .
• Education: BA Economics (University of Chicago); JD (Lewis & Clark Law School) .

Equity Ownership

• Beneficial ownership (as of March 1, 2025):

  Measure	Shares	% of Class
  Shares owned directly or indirectly	3,201	* (<1%)
  Phantom shares (plans)	21,703	* (<1%)
  Total	24,904	* (<1%)

• Stock ownership guidelines: Directors must own shares equal to 6x annual cash retainer within five years; DSUs/RSUs count toward compliance .

• Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .

Insider Trades

Governance Assessment

• Board effectiveness: O’Brien chairs SHEA and serves on Audit and Executive Committees, aligning his mining and financial background with risk, safety, and reporting oversight; the Audit Committee deems him a financial expert .
• Independence and engagement: The Board affirmed O’Brien’s independence; 2024 governance cadence included five Board meetings and five executive sessions; each incumbent director met the 75% attendance guideline and attended the 2024 Annual Meeting .
• Pay and alignment: Director pay blend of cash retainer plus time-vested RSUs fosters alignment; O’Brien’s 2024 total compensation ($344,514) rose vs. 2023 ($311,440), consistent with a $15,000 chair retainer and higher RSU grant value; dividend equivalents accrue on RSUs/DSUs and RSUs vest annually .
• Ownership and safeguards: O’Brien holds 3,201 shares and 21,703 phantom shares; company policies prohibit hedging/pledging and impose stock ownership guidelines (6x cash retainer), reducing misalignment risk .
• Shareholder support signal: In the 2024 annual meeting, O’Brien’s director election received 111,887,993 votes “For,” 3,091,727 “Against,” and 46,574 abstentions (broker non-votes 6,477,107), indicating strong investor confidence .
• Conflicts: No related-party transactions involving O’Brien were disclosed; transactions cited involved other directors/executives and were immaterial relative to revenues, supporting low conflict risk for O’Brien .

Additional governance practices include a clawback policy, protections against director overboarding, and ongoing shareholder engagement overseen by the Governance Committee .