Ronnie Pruitt
Vulcan MaterialsAbout Ronnie Pruitt
Ronnie A. Pruitt (age 55) is Chief Operating Officer (since September 2023) and will become Chief Executive Officer of Vulcan Materials effective January 1, 2026; he is also expected to join the Board of Directors on that date. He joined Vulcan via the August 2021 acquisition of U.S. Concrete, where he was CEO; he previously held senior roles at Martin Marietta and Texas Industries, and holds a bachelor’s degree from the University of Texas at Arlington . Company execution during his COO tenure included 2024 Adjusted EBITDA of $2.057B, +190 bps Adjusted EBITDA margin expansion, and +12% aggregates cash gross profit/ton, consistent with the “Vulcan Way of Selling/Operating” that Pruitt helps drive . The company disclosed no related‑party transactions with Pruitt and no family relationships with Vulcan directors/officers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vulcan Materials | Chief Operating Officer | 2023–present | Drove enterprise execution of the “Vulcan Way” with increased pricing and higher aggregates cash gross profit/ton; led divisional growth plans and people strategy; engaged in shareholder outreach . |
| Vulcan Materials | SVP, Southwest & Western Divisions | 2021–2023 | Led large operating divisions after joining via U.S. Concrete acquisition (Aug 2021) . |
| U.S. Concrete | President & CEO; President & COO; SVP & COO | 2019–2021 (CEO/Pres); 2015–2019 (COO) | Led U.S. Concrete through to acquisition by Vulcan; extensive operating and commercial leadership . |
| Martin Marietta Materials | VP, Cement Sales | n/d | Senior commercial leadership in cement . |
| Texas Industries | Various roles | n/d | Early career operating/commercial roles . |
External Roles
| Organization | Role | Years |
|---|---|---|
| National Stone, Sand & Gravel Association | Board member | n/d |
| National Ready Mixed Concrete Association | Board member | n/d |
| American Cement Association | Board member | n/d |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (SCT) ($) | 609,500 | 750,000 |
| Year-end base salary ($) | 700,000 | 760,000 |
| Target bonus (% of base) | 100% | 100% |
| Cash bonus paid ($) | 1,144,600 | 1,067,800 |
| All other comp ($) | 117,167 | 654,498 |
Perquisite breakdown (2024): non-qualified plan contributions $69,212; 401(k) $20,200; life insurance $912; personal vehicle reimbursement $8,153; relocation $296,687; personal aircraft $71,716; commuting $187,618 .
Performance Compensation
2024 Short‑Term Incentive (EIP)
| Item | Value |
|---|---|
| Base salary for STI ($) | 760,000 |
| Target bonus ($) | 760,000 |
| Safety adjustment | +7.5 points to bonus multiple |
| Bonus paid for 2024 ($) | 1,067,800 |
| STI design notes | Targets aligned to economic profit (EBITDA EP) with safety modifiers; Committee caps max payout at 2.5x target |
2024 Long‑Term Incentive (LTI) Grants (Feb 21, 2024)
| Instrument | Units | Key terms | Grant-date FV ($) |
|---|---|---|---|
| PSUs | 6,090 | 3-year performance; 50% relative TSR vs S&P 500, 50% avg annual growth in aggregates cash GP/ton; 0–200% payout range | Included in total below |
| RSUs | 2,030 | Cliff vest at 3rd anniversary, settle in stock | Included in total below |
| SOSARs | 5,810 | 10-year term; vest 1/3 per year in years 1–3; exercise price $253.43 | Included in total below |
| Total 2024 LTI grant-date FV ($) | — | — | 2,507,159 |
PSU framework (performance conditions):
- Relative TSR vs S&P 500: Threshold 25th% → 12.5% credit; Target 50th% → 50%; Max 75th%+ → 100% (50% overall weight) .
- Aggregates cash gross profit/ton growth: Threshold 0.5% → 12.5%; Target 4.5% → 50%; Max 9.5%+ → 100% (50% overall weight) .
Prior-cycle PSU payout: 2021 grant paid at 180.7% on 2/9/2024; Pruitt received 11,565 shares (from 6,400 granted) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Amount |
|---|---|
| Shares owned directly/indirectly | 11,617 |
| Exercisable options/SOSARs | 6,724 |
| Total beneficial (SEC basis) | 18,341 |
| Shares outstanding (3/1/2025) | 132,271,184 |
| Approx. ownership (% of outstanding) | ~0.014% (18,341 ÷ 132,271,184) |
| Exec ownership guideline | 4x base salary; all NEOs met guidelines as of 3/1/2025 |
| Retention requirement | Hold 50% of net shares until guideline met |
| Hedging/pledging | Prohibited for directors/officers |
Outstanding Equity (as of 12/31/2024)
| Award type | Count (#) | Value ($) | Vesting notes |
|---|---|---|---|
| RSUs (unvested) | 2,030 | 522,177 | Vests 3rd anniversary of grant (2/21/2027 for 2024 award) |
| PSUs – 2022 cycle (unearned) | 5,223 | 1,343,512 | 3-yr performance period; settle post-Cmte cert |
| PSUs – 2023 cycle (unearned) | 3,320 | 854,004 | 3-yr performance period |
| PSUs – 2024 cycle (unearned) | 6,090 | 1,566,531 | 3-yr performance period to 12/31/2026 |
| SOSARs (exercisable) | 2,894 (2/18/22 + 2/21/23 tranches) | — | 10-year term; remaining tranches vest through 2027 |
| SOSARs (unexercisable) | 8,596 (incl. 5,810 from 2024) | — | Vest 1/3 annually over 3 years from grant |
Option/RSU/PSU vesting mechanics: SOSARs vest 33.3% annually over first three years; RSUs cliff-vest at year 3; PSUs vest based on 3-year performance vs metrics above, 0–200% payout .
Insider activity context: In 2024 Pruitt had no option exercises, and 11,565 stock awards vested (PSUs/RSUs), realizing $2,757,559; monitor Form 4s around vesting dates for potential selling pressure .
Employment Terms
Change-of-Control (COC) and Severance Economics
| Term | Detail |
|---|---|
| COC agreement | 3-year rolling term, automatically extends annually . |
| Trigger | Double trigger (COC + qualifying termination); no single-trigger equity vesting if awards assumed . |
| Cash severance | 3x (base salary + greater of 3-yr avg or target bonus); plus pro‑rata bonus; est. for Pruitt at 12/31/2024: $4,993,200 cash severance + $904,400 pro‑rata bonus = $5,897,600 . |
| Benefits continuation | Health/medical/fringe for three years . |
| Equity treatment at COC | If awards assumed: accelerate on qualifying termination; if not assumed: immediate vest per plan; PSUs deemed earned at ≥ actual/target and settled per plan timelines . |
| Clawback | Policy enables recoupment of incentive comp on certain restatements/misconduct; 2025 Plan embeds forfeiture/recoupment . |
| Non-compete/forfeiture | Award agreements include forfeiture for detrimental conduct incl. non‑competition/non‑solicitation violations . |
| Hedging/pledging | Prohibited for directors/officers . |
| Tax gross‑ups | None in COC agreements . |
Board Service & Governance
- Board service: Pruitt is expected to be elected to Vulcan’s Board effective January 1, 2026, concurrent with his appointment as CEO; committee assignments were not disclosed .
- Leadership structure: Vulcan often combines or separates CEO/Chair roles as appropriate; in 2025 the roles were combined under Tom Hill; starting 2026 the Chair will be Executive Chairman Hill with CEO Pruitt, preserving executive involvement but with role separation .
- Independence and oversight: 11 of 12 directors are independent; a robust Lead Independent Director role (O.B. Grayson Hall, Jr.) oversees agendas, executive sessions, and shareholder engagement; all key committees are independent .
- Executive sessions: Non‑management directors met in executive session at every regular board meeting (five sessions in 2024) .
Compensation Program Design Signals
- Pay-for-performance: Heavy at-risk mix (NEOs avg. ~80% variable) with clear PSU metrics (relative TSR and aggregates cash GP/ton growth) and safety overlays in STI .
- Peer benchmarking: Committee targets elements near market median using a 25-company peer group including Martin Marietta and Ecolab, among others .
- Shareholder support: 2024 Say‑on‑Pay passed with over 97% approval, indicating broad investor alignment .
- Equity plan governance: No option/SAR repricing without shareholder approval; minimum vesting standards; no dividends on unearned awards; plan prohibits hedging/pledging; 10-year plan term .
Compensation Detail (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 750,000 | 2,005,640 | 501,519 | 1,067,800 | 654,498 | 4,979,457 |
| 2023 | 609,500 | 2,277,471 | 194,005 | 1,144,600 | 117,167 | 4,342,743 |
Performance & Track Record
- 2024 operating highlights involved continued unit profitability gains (+12% aggregates cash GP/ton) and Adjusted EBITDA growth to $2.057B in a difficult volume environment, with four strategic acquisitions executed; Pruitt’s COO accomplishments centered on safety, divisional execution, and enterprise “Vulcan Way” adoption .
- Industry profile: Long-standing building materials operator; prior CEO experience at U.S. Concrete (acquired by Vulcan) .
Risk Indicators & Red Flags
- Alignment safeguards: No hedging/pledging; robust clawback; no tax gross‑ups; double‑trigger COC—mitigates shareholder‑unfriendly optics .
- Equity supply: Three‑year average burn rate 0.20% (below 0.77% ISS benchmark) and overhang 3.2% as of 3/1/2025; if 2025 Plan authorized, pro forma overhang would be ~6.6%—manageable for an S&P 500 industrial but worth monitoring for dilution .
- Perquisites: 2024 relocation ($296,687), commuting ($187,618) and aircraft personal use ($71,716) were notable but disclosed; ongoing magnitude should be watched for optics .
Compensation Committee & Advisors
- The Compensation & Human Capital Committee (independent) oversees executive pay and retains Meridian Compensation Partners as its independent advisor .
Equity Ownership Concentration
- Pruitt’s beneficial ownership is small (~0.014% of shares outstanding), typical for a recently joined NEO; compliance with 4x salary ownership guideline and 50% net‑share retention supports alignment .
Employment Terms Snapshot
| Provision | Structure |
|---|---|
| COC severance | 3x salary + (greater of 3-yr avg or target bonus) + pro‑rata bonus; 3 years benefits . |
| Equity on COC | Double‑trigger acceleration if awards assumed; immediate vest if not assumed; PSUs at ≥ actual/target . |
| Clawback/forfeiture | Restatement/misconduct recovery; non‑compete/non‑solicit violation forfeiture . |
Investment Implications
- Pay alignment and retention: High at‑risk mix (PSUs/RSUs/SOSARs) tied to relative TSR and cash margin/ton growth, plus a 4x salary ownership requirement and double‑trigger COC protections, reduce misalignment and retention risk—especially as Pruitt transitions to CEO in 2026 .
- Near‑term trading dynamics: Watch Form 4s around PSU/RSU settlements and SOSAR vesting in 2025–2027 (e.g., 2024 awards vesting through 2027) for potential supply; 2024 vesting realized 11,565 shares for Pruitt .
- Governance checks: While an Executive Chairman + CEO structure can raise independence questions, Vulcan’s board remains 11/12 independent with a strong Lead Independent Director and fully independent key committees, mitigating governance risk .
- Dilution watch: Burn rate/overhang are conservative, but the new 2025 equity plan raises authorized shares; monitor share usage pace and PSU outcomes (0–200% payouts) for dilution impacts .