01—Abstract
Summary
Summary of the 8-K/A filed December 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Vulcan Materials Company (VMC) filed Amendment No. 1 to its Form 8-K from October 14, 2025, to update the Item 5.02 disclosure on executive leadership and compensation.
The amendment confirms the previously announced succession plan: Ronnie A. Pruitt, currently Chief Operating Officer, will become Chief Executive Officer effective January 1, 2026, and J. Thomas Hill will step down as CEO and continue as Executive Chairman of the Board.
On December 12, 2025, the Board, on the recommendation of the Compensation & Human Capital Committee, approved compensation for both executives effective on the same date. Mr. Pruitt's package includes an annual base salary of $1,000,000,a a target short-term incentive of 135% of base salary, and a target long-term incentive award opportunity of 700% of base salary. Mr. Hill's package includes an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive award opportunity of 300% of base salary.
The same day, the Board elected Mr. Pruitt as a director effective January 1, 2026. He will stand for re-election at the 2026 Annual Meeting of Shareholders. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K.
02—Key points
Key Highlights
- Ronnie A. Pruitt, currently Chief Operating Officer, will succeed J. Thomas Hill as Chief Executive Officer effective January 1, 2026.
- J. Thomas Hill steps down as CEO on the same effective date and will continue on the Board as Executive Chairman.
- Mr. Pruitt's CEO compensation: $1,000,000 annual base salary, target short-term incentive of 135% of base salary, and target long-term incentive of 700% of base salary.
- Mr. Hill's Executive Chairman compensation: $1,000,000 annual base salary, target short-term incentive of 135% of base salary, and target long-term incentive of 300% of base salary.
- Mr. Pruitt was elected to the Board effective January 1, 2026, and will stand for re-election at the 2026 Annual Meeting of Shareholders.
- The compensation arrangements were approved by the Board on December 12, 2025, on the recommendation of the Compensation & Human Capital Committee.
- The filing states Mr. Pruitt has no material interest in any related-person transaction under Item 404(a) of Regulation S-K.
03—Questions
Frequently Asked Questions
Who will lead Vulcan Materials Company, and when does the leadership change take effect?
Ronnie A. Pruitt, currently Chief Operating Officer, will become Chief Executive Officer effective January 1, 2026. J. Thomas Hill will step down as CEO on that date and continue to serve on the Board as Executive Chairman.
What is the compensation structure for the new CEO?
Mr. Pruitt will receive an annual base salary of $1,000,000, a target short-term incentive opportunity of 135% of base salary, and a target long-term incentive award opportunity of 700% of base salary, effective January 1, 2026.
How is Mr. Hill's compensation changing in his new role?
As Executive Chairman, Mr. Hill will receive an annual base salary of $1,000,000, a target short-term incentive opportunity of 135% of base salary, and a target long-term incentive award opportunity of 300% of base salary, effective January 1, 2026.
Will Mr. Pruitt join the Board of Directors?
Yes. The Board elected Mr. Pruitt as a director effective January 1, 2026. He will stand for re-election at the Company's 2026 Annual Meeting of Shareholders.
04—Continue