Supporting Board engagement and ESG program in a perpetual way.
Our Board of Directors oversees Vulcan company performance and strategy at the highest level. In 2021, we were proud to reelect three directors to the Board: Thomas A. Fanning, Cynthia L. Hostetler and Richard T. O’Brien.
The Board is comprised of 11 directors, all of whom are independent directors apart from Tom Hill, the chairman and CEO. There are six committees on the Vulcan Board: Audit; Compensation; Executive; Finance; Governance; and Safety, Health and Environmental Affairs. All the Board committees, other than the Executive Committee, are comprised of entirely independent, nonmanagement directors.
The Governance Committee serves as the nominating committee and is responsible for identifying and assessing director candidates, including making recommendations to our Board regarding such candidates. The Board is committed to actively seeking out diverse candidates. The Governance Committee considers all of the factors listed under “Board Composition and Director Qualifications” set forth in Vulcan’s Proxy Statement when recommending director nominees.
In addition, our Governance Committee is tasked with providing regular counsel and direction on Vulcan’s ESG strategy. Updates are provided to the Governance Committee routinely by Vulcan leadership. The Governance Committee charter has been amended to expressly include ESG oversight, including climate change management, as part of its function.
In 2021, Vulcan reached out to shareholders representing approximately 60% of our outstanding shares to discuss our ESG efforts, including sustainability, carbon reduction, diversity and inclusion, culture, executive compensation, corporate governance matters and the health and safety of our employees. The feedback from these meetings is then presented to our Board to be considered in strategic ESG decision-making.
Further information about the composition, structure, tenure and compensation of our Board of Directors and Board committees can be found in our 2021 Proxy Statement.
Read more in our 2021 ESG Report.
members of Board of Directors classified as diverse
ESG working groups launched under the ESG Steering Committee
of our shareholders are reached by our governance teams to build and foster relationships