Thomas A. Fanning
Vulcan MaterialsAbout Thomas A. Fanning
Thomas A. Fanning, age 68, has served on Vulcan Materials Company’s Board since 2015 and is currently an independent director on the Executive, Audit, and Compensation & Human Capital Committees, chairing the Compensation & Human Capital Committee . He is the former Chairman, President and CEO of Southern Company (2010–2023) and previously served as CFO, with deep expertise across finance, strategy, cybersecurity, and national security, including chair roles with the CISA Advisory Committee and the Institute of Nuclear Power Operations and co-chair roles with the Electricity Subsector Coordinating Council and the Tri-Sector Coordinating Council; he holds undergraduate and master’s degrees from the Georgia Institute of Technology . All directors other than the CEO are independent under NYSE and VMC criteria, and the Board affirmed independence for all directors in early 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Chairman, President & CEO; prior CFO | CEO 2010–2023; CFO prior years | Led a major U.S. energy company; breadth in accounting, finance, treasury, tax, IR, risk; qualifies for audit oversight |
| Federal Reserve Bank of Atlanta | Chairman | Prior years (not specified) | Monetary and financial governance experience cited in VMC biography |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| Electricity Subsector Coordinating Council | Co-chair | National grid cybersecurity/physical security coordination |
| Tri-Sector Coordinating Council | Co-chair | Cross-sector resilience coordination (energy/finance/communications) |
| CISA Advisory Committee | Chair | National cybersecurity policy and infrastructure resilience |
| Institute of Nuclear Power Operations | Chair | Safety/operations oversight in nuclear power |
| Southern Company | Senior consultant (2024) | Advisory services; VMC sold ~$1.88M of product to Southern Company in 2024, deemed immaterial and not a related-party interest impairing independence by VMC |
Board Governance
- Committee assignments: Executive Committee member; Audit Committee member; Compensation & Human Capital Committee Chair .
- Independence: Board determined all directors other than the CEO are independent; independence criteria detailed and applied annually .
- Attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served; non-management directors held five executive sessions in 2024 .
- Committee activity levels (2024): Audit (7), Compensation & Human Capital (3), Executive (0), Finance (3), Governance (3), Safety/Health/Environmental (2) .
- Governance practices: Majority voting, independent lead director, clawback policy, proxy access, retirement age, anti-hedging/pledging, double-trigger change-of-control for equity, annual board and committee evaluations .
Fixed Compensation
| Component | Amount/Detail | 2024 Value |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $120,000 |
| Committee chair fee | Compensation & Human Capital Committee Chair | $20,000 |
| Total cash fees | Retainer + chair fee (Fanning) | $140,000 |
| Annual equity grant | 625 RSUs granted May 10, 2024; vest on 1st anniversary; dividend equivalents accrue | $170,044 grant-date value (at $272.07/share) |
| Dividend equivalents | RSUs/DSUs dividend equivalents expensed | $21,180 (Fanning) |
| Total 2024 director pay (Fanning) | Cash + stock awards + other | $331,224 |
- Non-employee director award cap: Total equity plus cash for directors limited to $1.5 million per 12 months under the 2025 Omnibus Plan .
- Deferred compensation: Directors can defer cash and receive stock-equivalent units (DSUs); RSU/DSU dividends credited quarterly; DSUs settle in stock upon departure or change of control .
Performance Compensation
| Feature | Design | Metrics |
|---|---|---|
| Director equity | Time-based RSUs; vest at 1 year (no performance conditions); dividend equivalents only when vested | None (no performance metrics tied to director RSUs) |
| Company equity framework (context) | 2025 Omnibus Plan maintains minimum vesting, prohibits option/SAR repricing, double-trigger CoC vesting, clawbacks; no dividends on unearned awards | Governance features rather than performance targets |
Note: Performance metrics at VMC apply to executive PSU awards (50% relative TSR vs S&P 500; 50% average annual growth in Aggregates Cash Gross Profit per ton; 0–200% payout range) and are not used for director compensation .
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Conflict Consideration |
|---|---|---|
| Southern Company | Corporate (consultant role) | VMC product sales to Southern Company totaled $1,879,852 in 2024; Board concluded Fanning had no material interest and independence not impaired; amount <1% of revenues for both companies |
| Federal Reserve Bank of Atlanta (prior) | Public institution | Prior chair role; governance/capital markets experience cited |
| CISA Advisory Committee; ESCC; Tri-Sector; INPO | Industry/government advisory bodies | Cybersecurity and energy leadership roles strengthen risk oversight credentials |
- Compensation & Human Capital Committee interlocks: None disclosed .
Expertise & Qualifications
- Finance and audit oversight: Former CFO of Southern Company; Audit Committee member; Board determined Audit members are “financially literate” (audit committee financial experts designated: Quirk and O’Brien) .
- Cybersecurity and national security: Leadership roles at CISA Advisory Committee, ESCC, Tri-Sector Coordinating Council; enhances Board oversight of cyber and operational risks .
- Energy policy and safety: Chair of Institute of Nuclear Power Operations; extensive utility industry leadership .
- Education: Undergraduate and master’s degrees from Georgia Institute of Technology; executive education programs completed .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly | 0 | As of March 1, 2025 |
| Phantom shares (incl. DSUs/plan units) | 20,748 | As of March 1, 2025 |
| RSUs (aggregate outstanding) | 4,733 | Director RSUs accumulated across service |
| DSUs (aggregate outstanding) | 6,986 | Director DSUs accumulated |
| Ownership guidelines | 6× annual cash retainer within 5 years | RSUs and DSUs count toward guideline; SOSARs do not count; equity retention policy requires 50% net shares until compliant |
| Hedging/pledging | Prohibited for directors | No pledging; no short sales/hedging permitted |
Governance Assessment
- Board effectiveness: Fanning brings seasoned CEO/CFO experience and cyber/energy-sector risk oversight, strengthening Audit and risk governance; his chairing of the Compensation & Human Capital Committee aligns with expertise in executive pay and human capital strategy .
- Independence and attendance: Affirmed independent; attended at least 75% of Board/committee meetings; participates in committees with robust activity (Audit 7; Comp 3; Exec 0) .
- Compensation alignment: Director pay mix appropriately balances cash retainer and measured equity (625 RSUs), with dividend equivalents only on vested awards, and a strict non-employee director cap ($1.5M) limiting pay inflation; anti-hedging/pledging and clawbacks strengthen alignment .
- Potential conflicts and red flags:
- Related-party proximity: Senior consultancy to Southern Company while VMC sold ~$1.88M of product to Southern Company in 2024; VMC assessed no material interest or independence impairment and amount is immaterial (<1% of revenues), but this is a monitoring point for future transactions (RED FLAG watch) .
- Overboarding safeguards: VMC policies include protections against director overboarding; no compensation committee interlocks disclosed (mitigates conflict risk) .
- Shareholder signals: VMC’s 2024 Say-on-Pay approval exceeded 97%, indicating strong support for compensation governance; Governance Committee updated committee charters and composition in 2024 after external review, reflecting active governance refresh .