CEO J. Thomas Hill received total compensation of approximately $14.7 million for 2025, which is in line with expectations for a large-cap Basic Materials company of Vulcan's size and complexity given its $35 billion market cap, and no benchmark threshold is exceeded. The pay mix is strongly performance-oriented: the proxy discloses that 90% of CEO compensation was variable and tied to performance, with the largest portion consisting of performance stock awards (60% of long-term incentive value) measured against relative total shareholder return versus the S&P 500 and a meaningful internal metric (aggregates cash gross profit per ton growth), alongside shorter-term cash bonuses tied to a capital-adjusted earnings metric (EBITDA Economic Profit). Vulcan's 3-year stock return of +67.1% comfortably outperforms the peer group median, confirming that above-target incentive pay is supported by genuine shareholder value creation, and shareholders gave the program 96% support in 2025, reflecting broad approval of the program structure.

Deloitte & Touche LLP has audited Vulcan's financial statements since 1956, a relationship of approximately 70 years — far exceeding the 25-year threshold in our policy that raises concerns about auditor independence and whether the firm will push back hard enough on management's accounting choices. The non-audit fee ratio is well within acceptable limits (audit-related fees of $260,625 represent only about 7% of core audit fees of $3,676,375), and no material restatements are noted, so those screens do not trigger. However, the extraordinary length of the auditor relationship — without any disclosed compelling justification, active multi-year rotation plan, or recent lead-partner rotation commentary sufficient to override the tenure concern — requires a vote against ratification under our policy.