Vulcan Materials CO

2023 PERFORMANCE HIGHLIGHTS

We achieved a number of significant milestones during the course of 2023. In 2019, we set a long-term target to cross the $2 billion mark in Adjusted EBITDA and reach aggregates cash gross profit per ton of $9—in 2023, we exceeded both of these goals, thanks to the continuing dedication of our employees, and the leadership of our executive officers and our Board of Directors.

Durable Growth: The Vulcan Way

Enhance Our Core, Expand Our Reach

Executed Our Capital Strategy

​Over the last five years, we have improved our trailing-twelve- month aggregates unit cash gross profit* in 19 of 20 quarters.

BOARD INFORMATION

BOARD DIVERSITY & COMPOSITION

The Board seeks a mix of directors with qualities that, together, create a high-functioning, diverse Board. All of our directors, other than Tom Hill, our Chairman and CEO, are independent. Each of our directors has proven leadership, sound judgment and a commitment to the success of the company. We have sought, and will continue to seek, diverse and experienced leaders with appropriate skills to oversee the management of the company.

GOVERNANCE HIGHLIGHTS

Shareholder Engagement

We continued our corporate governance outreach efforts in 2023 and early 2024 and reached out to shareholders representing approximately 70% of our outstanding shares in order to foster and deepen relationships with our largest shareholders. Our discussions centered on the company’s sustainability efforts, including land and water use, carbon reduction, safety, recruitment and retention, culture, executive compensation and corporate governance matters. In our upcoming sustainability report, we will announce progress with respect to our 2030 greenhouse gas emissions targets for Scope 1 and 2 emissions, as previously disclosed in our 2022 ESG report, available athttps://csr.vulcanmaterials.com/. In our 2022 ESG report, we disclosed workforce representation data from our EEO-1 reports, and we will continue disclosing that information. Our corporate responsibility website, ESG report, sustainability report and related items are not incorporated by reference into this proxy statement. We update the Board on our conversations with shareholders, and our directors take into account shareholder feedback when making decisions regarding the company’s policies and practices. We value the views of our shareholders and believe these dialogues are critically important to ensuring that we remain aligned with their interests.

Corporate Governance Practices

We are committed to strong corporate governance policies and practices and believe that this commitment is a critical element in achieving long-term shareholder value. The following list summarizes certain highlights of our governance policies and practices:

COMPENSATION HIGHLIGHTS

We believe that the results of the 2023 Say on Pay vote demonstrate continued strong shareholder support for our current compensation program. Furthermore, in the course of our shareholder outreach efforts, shareholders were generally supportive of our executive compensation program and the accompanying disclosures.

In order to align our executives’ interests with those of our shareholders, a substantial portion of our named executive officers’ (NEOs’) compensation is at-risk and will vary above or below target levels depending on company and share performance. As shown in the graphic below, in 2023, 89% of the compensation of our Chief Executive Officer (CEO) and an average of 79% of the compensation of our other NEOs was variable and subject to performance factors.

We encourage you to read the more detailed description of our compensation program in “Compensation Discussion and Analysis” beginning on page 35 before voting on Proposal 2: Advisory Vote on Compensation of Our Named Executive Officers.

Election of Directors