Definitive Proxy Statement
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

U.S. CONCRETE, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

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  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

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  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

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  (4)  

Date Filed:

 

     

 

 

 


Table of Contents

LOGO

Notice of Annual Meeting

of Stockholders and

2018 Proxy Statement

 

 

The Annual Meeting of Stockholders

of U.S. Concrete, Inc. will be held:

Thursday, May 17, 2018 at 8:00 a.m. local time

Renaissance Newark Airport Hotel

1000 Spring Street

Elizabeth, New Jersey 07201


Table of Contents

 

LOGO

March 29, 2018

Dear Stockholders,

On behalf of the Board of Directors of U.S. Concrete, Inc., which we refer to as our Company, we invite you to attend the 2018 Annual Meeting of Stockholders of our Company, which we refer to as our Annual Meeting. We will hold our Annual Meeting at the Renaissance Newark Airport Hotel, 1000 Spring Street, Elizabeth, New Jersey 07201 at 8:00 a.m. local time, on Thursday, May 17, 2018.

We again are taking advantage of the rules of the Securities and Exchange Commission that allow issuers to provide electronic access to proxy materials over the Internet instead of mailing printed copies of those materials to each stockholder. We believe that furnishing these materials electronically allows us to more efficiently provide our stockholders with our proxy materials while reducing costs and reducing the impact of the Annual Meeting on the environment. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials referenced below. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically, unless you elect otherwise.

On or about March 29, 2018, we will commence the mailing to our stockholders (other than those who previously requested electronic or paper delivery) of a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, the Notice of Annual Meeting of Stockholders, the proxy statement providing information concerning the matters to be acted on at the Annual Meeting, and our Annual Report to Stockholders describing our operations during the year ended December 31, 2017. If you requested printed versions of these materials, a proxy card for the Annual Meeting is also included.

We hope you will be able to attend our Annual Meeting in person. Whether or not you plan to attend, please take the time to vote. You may vote your shares via the Internet or by telephone, by following the instructions included in this proxy statement or, if you elected to receive printed versions of the materials, by signing, dating and returning the enclosed paper proxy card in the enclosed postage-paid envelope. If you attend the Annual Meeting and wish to vote your shares in person, you may revoke your proxy.

Thank you for your interest in our Company.

Sincerely,

 

LOGO
William J. Sandbrook
President, Chief Executive Officer and Vice Chairman

331 N. Main Street, Euless, Texas 76039

 

For further information about the 2018 Annual Meeting,

please call 1-817-835-4105


Table of Contents
LOGO   2018 PROXY STATEMENT

 

 

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

 

To the Stockholders of U.S. Concrete, Inc.:

The 2018 Annual Meeting of Stockholders, which we refer to as the Annual Meeting, of U.S. Concrete, Inc., which we refer to as the Company, will be held on Thursday, May 17, 2018, at 8:00 a.m., local time, at the Renaissance Newark Airport Hotel, 1000 Spring Street, Elizabeth, New Jersey 07201. At the Annual Meeting, we will ask you to consider and take action on the following:

 

(1) to elect six directors to serve on the Board of Directors of the Company, which we refer to as our Board, until the 2019 Annual Meeting of Stockholders of the Company (Proposal No. 1);

 

(2) to ratify the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company for the year ending December 31, 2018 (Proposal No. 2);

 

(3) to cast a non-binding, advisory vote on the compensation of the Company’s named executive officers as disclosed in these materials (Proposal No. 3); and

 

(4) to transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors set the close of business on March 22, 2018 as the record date for determining stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of common stock of the Company held by such stockholder at that time. A list of all stockholders entitled to vote is available for inspection during normal business hours at our principal executive offices at 331 N. Main Street, Euless, Texas 76039. This list also will be available at the Annual Meeting.

By Order of the Board of Directors,

 

LOGO

Paul M. Jolas

Senior Vice President, General Counsel and Corporate Secretary

Euless, Texas

March 29, 2018

MEETING INFORMATION

 

DATE:   Thursday, May 17, 2018
TIME:   8:00 a.m., Local Time
PLACE:  

Renaissance Newark Airport Hotel

1000 Spring Street

Elizabeth, New Jersey 07201

HOW TO VOTE

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy so that your shares can be voted at the Annual Meeting and to help us ensure a quorum at the Annual Meeting. You may nonetheless vote in person if you attend the Annual Meeting.

 

LOGO  

IN PERSON

You may come to the Annual Meeting and cast your vote in person

LOGO  

BY PHONE

1-877-680-5400

LOGO  

BY INTERNET

www.proxypush.com/USCR

LOGO  

BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope

 

Important Notice Regarding the Availability of

Proxy Materials for the Stockholders

Meeting to be held on May 17, 2018:

The Notice of Annual Meeting of Stockholders,

Proxy Statement and the Annual Report to

Stockholders are available at:

www.proxydocs.com/USCR

 


Table of Contents

Table of Contents

 

TABLE OF CONTENTS

 

Proxy Summary

    1  

Proposal No.1: Election of Directors

    4  

Proposal Summary

    4  

Nominees for Election at the Annual Meeting

    4  

Board Recommendation

    8  

Information Concerning the Board of Directors and Committees

    9  

Board of Directors

    9  

Director Independence

    9  

Board Committee and Meetings

    9  

Audit Committee

    10  

Compensation Committee

    12  

Nominating and Corporate Governance Committee

    13  

Compensation Committee Interlocks and Insider Participation

    14  

Communication with Board of Directors

    14  

Company Leadership Structure

    14  

Risk Oversight

    15  

Code of Ethics

    16  

Report of the Audit Committee

    17  

Director Compensation

    19  

2017 Director Compensation Table

    20  

Executive Officers

    21  

Compensation Discussion and Analysis

    24  

Report of the Compensation Committee

    38  

Executive Compensation Tables and Related Disclosure

    39  

Summary Compensation Table

    39  

2017 Grants of Plan-Based Awards Table

    40  

Outstanding Equity Awards at 2017 Fiscal Year-End Table

    41  

2017 Option Exercises and Stock Vested Table

    42  

Pension Benefits

    42  

Nonqualified Deferred Compensation Table

    42  

2017 Pay Ratio

    43  

Potential Payments upon Termination or Change in Control

    45  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

    50  

Certain Relationships and Related Transactions

    51  

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    i


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Table of Contents

 

Section 16(a) Beneficial Ownership Reporting Compliance

    52  

Proposal No.  2: Ratification of Appointment of Independent Registered Public Accounting Firm

    53  

Fees Incurred for Services by the Principal Accountant

    53  

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

    54  

Change in Independent Auditor

    54  

Proposal No. 3: Advisory Vote on Executive Compensation

    56  

Expenses Relating to This Proxy Solicitation

    57  

Other Information

    57  

Date for Submission of Stockholder Proposals

    57  

Householding of Annual Meeting Materials

    57  

Other Matters

    58  

Questions and Answers About the Meeting and Voting

    59  

Appendix A —  Reconciliation of Non-GAAP Financial Measures

    A-1  

 

ii    U.S. Concrete, Inc.  |  2018 Proxy Statement


Table of Contents

Proxy Summary

 

PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the Company’s 2017 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

VOTING MATTERS AND BOARD RECOMMENDATIONS

 

PROPOSAL    BOARD VOTING
RECOMMENDATION
   PAGE
REFERENCE
1.    Election of directors   

FOR EACH

NOMINEE

     4
2.    Ratification of appointment of independent registered public accounting firm    FOR    53
3.    Advisory vote on executive compensation    FOR    56

2017 PERFORMANCE HIGHLIGHTS

 

 

CONSOLIDATED

REVENUE

$1.34

 

BILLION

 

14.4% increase

year-over-year

 

 

 

INCOME FROM CONTINUING OPERATIONS

$26.3

 

MILLION

 

Compared to income from continuing operations of $9.6 million in 2016.

 

 

 

TOTAL ADJUSTED

EBITDA1

$192.3

 

MILLION

 

20.3% increase

year-over-year

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

$94.8

 

MILLION

 

Adjusted Free Cash Flow1

$55.6

 

MILLION

 

1. Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Please refer to Appendix A for reconciliations and other information.

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. The section entitled “Information Concerning the Board of Directors and Committees” beginning on page 9 describes our corporate governance framework, which includes the following highlights:

 

+ Annual election of directors

 

+ 5 of our 6 director nominees are independent

 

+ Comprehensive Code of Ethics and Business Conduct and Corporate Governance Guidelines

 

+ Frequent executive sessions of the Board without management
+ Chairman and Lead Independent Director Positions

 

+ Compensation Committee participation in executive succession planning

 

+ Directors elected by majority vote

 

+ Regular Board, Committee and Director Evaluations
+ Board and Committee review of strategic, operational and compliance risks

 

+ Ethics and corporate compliance hotline

 

+ Ethics and corporate compliance program

 

+ Stock ownership guidelines for Directors and Officers
 

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    1


Table of Contents

Proxy Summary

 

DIRECTOR NOMINEES

Information about each director nominee’s experience, qualifications, attributes and skills can be found beginning on page 5.

 

NOMINEE

  AGE     DIRECTOR
SINCE
  POSITION(S) HELD  

INDE-

PENDENT

   AC       CC       NCG   

 

William J. Sandbrook

 

 

 

 

 

 

60  

 

 

 

 

 

 

2011

 

 

 

Vice Chairman of the Board, President and Chief Executive Officer

 

                  

 

Kurt M. Cellar

 

 

 

 

 

 

48  

 

 

 

 

 

 

2010

 

 

 

Director

 

 

 

X

 

       

 

C  

 

  

 

X  

 

 

Michael D. Lundin

 

 

 

 

 

 

58  

 

 

 

 

 

 

2010

 

 

 

Lead Director

 

 

 

X

 

  

 

C  

 

       

 

X  

 

 

Robert M. Rayner

 

 

 

 

 

 

71  

 

 

 

 

 

 

2010

 

 

 

Director

 

 

 

X

 

       

 

X  

 

  

 

X  

 

 

Colin M. Sutherland

 

 

 

 

 

 

62  

 

 

 

 

 

 

2010

 

 

 

Director

 

 

 

X

 

  

 

X  

 

  

 

X  

 

  

 

X  

 

 

Theodore P. Rossi

 

 

 

 

 

 

67  

 

 

 

 

 

 

2011

 

 

 

Director

 

 

 

X

 

       

 

X  

 

  

 

X  

 

     

 

Number of Meetings in 2017        

 

  

 

10  

 

  

 

2  

 

  

 

5

 

AC    Audit Committee

 

 

CC    Compensation Committee

 

 

NCG    Nominating and Corporate Governance Committee

 

 

C    Chairperson

 

EXECUTIVE COMPENSATION HIGHLIGHTS

Set forth below is the 2017 compensation for each Named Executive Officer as determined under Securities and Exchange Commission (“SEC”) rules. See the 2017, 2016 and 2015 Summary Compensation Table and the accompanying notes to the table beginning on page 39 for more information.

 

Name and Principal Position

 

 

Year

 

   

Salary

 

   

Bonus

 

   

Stock
Awards

 

   

 

Non-Equity
Incentive Plan
Compensation

 

   

All Other
Compensation

 

   

Total

 

 

 

William J. Sandbrook

 

 

 

Vice Chairman, President and

Chief Executive Officer

 

 

 

 

 

2017

 

 

 

 

$

 

850,000

 

 

 

 

$

 

—  

 

 

 

 

$

 

1,943,203

 

 

 

 

 

 

$792,880      

 

 

 

 

 

 

$45,580      

 

 

 

 

$

 

3,631,663

 

 

 

John E. Kunz

 

 

 

Senior Vice President and

Chief Financial Officer

 

 

 

 

 

2017

 

 

 

 

 

 

106,250

 

 

 

 

 

 

—  

 

 

 

 

 

 

197,606

 

 

 

 

 

 

247,244      

 

 

 

 

 

 

4,289      

 

 

 

 

 

 

555,389

 

 

 

Ronnie Pruitt

 

 

 

Senior Vice President and

Chief Operating Officer

 

 

 

 

 

2017

 

 

 

 

 

 

428,750

 

 

 

 

 

 

15,000

 

 

 

 

 

 

562,818

 

 

 

 

 

 

250,828      

 

 

 

 

 

 

19,390      

 

 

 

 

 

 

1,276,786

 

 

 

Paul M. Jolas

 

 

 

Senior Vice President, General

Counsel and Corporate Secretary

 

 

 

 

 

2017

 

 

 

 

 

 

368,750

 

 

 

 

 

 

—  

 

 

 

 

 

 

432,481

 

 

 

 

 

 

174,281      

 

 

 

 

 

 

13,500      

 

 

 

 

 

 

989,012

 

 

 

Niel L. Poulsen

 

 

 

Executive Vice President —

Southeast Division

 

 

 

 

 

2017

 

 

 

 

 

 

337,500

 

 

 

 

 

 

90,000

 

 

 

 

 

 

325,842

 

 

 

 

 

 

156,613      

 

 

 

 

 

 

25,500      

 

 

 

 

 

 

935,445

 

 

 

Jody Tusa, Jr.

 

 

 

Former Senior Vice President

and Chief Financial Officer

 

 

 

 

 

2017

 

 

 

 

 

 

182,500

 

 

 

 

 

 

—  

 

 

 

 

 

 

562,818

 

(1) 

 

 

 

 

—        

 

 

 

 

 

 

707,016      

 

 

 

 

 

 

1,452,334

 

 

 

1. Of the $562,818 of stock awards reported, $499,501 were forfeited upon Mr. Tusa’s departure from the Company on July 1, 2017.

QUESTIONS AND ANSWERS AND OTHER INFORMATION

Please see Questions and Answers about the Meeting and Voting beginning on page 59 and “Other Information” beginning on page 57 for important information about the proxy materials, voting, the annual meeting, Company documents, communications and the deadlines to submit stockholder proposals and director nominees for the 2019 Annual Meeting of Stockholders. Additional questions may be directed by phone by calling (817) 835-4105.

 

2    U.S. Concrete, Inc.  |  2018 Proxy Statement


Table of Contents

Proxy Summary

 

LEARN MORE ABOUT OUR COMPANY

You can learn more about our Company, view our governance materials and much more by visiting our website at www.us-concrete.com under Investor Relations.

Please also visit www.proxydocs.com/USCR to access the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement and 2017 Annual Report.

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    3


Table of Contents

Proposal No. 1: Election of Directors

 

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Our Board of Directors, which we refer to as our Board, currently consists of seven members. Mr. Eugene Davis previously announced his intention to not stand for reelection at the Annual Meeting. To be elected as a director, each director nominee must receive a majority of the votes cast at the Annual Meeting. A “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast shall exclude abstentions with respect to that director’s election. A description of our policy regarding nominees who receive a majority against vote in an uncontested election is set forth in response to the question “What vote is required to approve of each of the proposals being considered at the Annual Meeting?” If you properly complete the voting instructions via mail, the Internet or telephone, the persons named as proxies will vote your shares “FOR” the election of the nominees listed below unless you vote against one or more nominees.

Should any director nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his stead, of any other person the Board may nominate or designate. Each director nominee has expressed his/her intention to serve the entire term.

Set forth below is information regarding the age, business experience and Board committee memberships concerning each nominee for election as a director of the Company, including a discussion of such nominee’s particular experience, qualifications, attributes or skills that lead our Nominating and Corporate Governance Committee to conclude that the nominee should serve as a director of our Company. The ages and positions listed below are as of March 15, 2018.

DIRECTOR NOMINEES

 

NOMINEE

  AGE     DIRECTOR
SINCE
  POSITION(S) HELD  

INDE-

PENDENT

   AC       CC       NCG   

 

William J. Sandbrook

 

 

 

 

 

 

60  

 

 

 

 

 

 

2011

 

 

 

Vice Chairman, President and Chief Executive Officer

 

                  

 

Kurt M. Cellar

 

 

 

 

 

 

48  

 

 

 

 

 

 

2010

 

 

 

Director

 

 

 

X

 

       

 

C  

 

  

 

X  

 

 

Michael D. Lundin

 

 

 

 

 

 

58  

 

 

 

 

 

 

2010

 

 

 

Lead Director

 

 

 

X

 

  

 

C  

 

       

 

X  

 

 

Robert M. Rayner

 

 

 

 

 

 

71  

 

 

 

 

 

 

2010

 

 

 

Director

 

 

 

X

 

       

 

X  

 

  

 

X  

 

 

Colin M. Sutherland

 

 

 

 

 

 

62  

 

 

 

 

 

 

2010

 

 

 

Director

 

 

 

X

 

  

 

X  

 

  

 

X  

 

  

 

X  

 

 

Theodore P. Rossi

 

 

 

 

 

 

67  

 

 

 

 

 

 

2011

 

 

 

Director

 

 

 

X

 

       

 

X  

 

  

 

X  

 

     

 

Number of Meetings in 2017        

 

  

 

10  

 

  

 

2  

 

  

 

5

 

AC    Audit Committee

 

 

CC    Compensation Committee

 

 

 

NCG    Nominating and Corporate Governance Committee

 

 

C    Chairperson

 

There is no family relationship among any of the nominees, directors and/or any of the executive officers of the Company.

 

4    U.S. Concrete, Inc.  |  2018 Proxy Statement


Table of Contents

Proposal No. 1: Election of Directors

 

SKILLS AND QUALIFICATIONS OF THE NOMINEES FOR BOARD OF DIRECTORS

 

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

Current or Prior CEO or COO Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Executive Leadership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industry Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Literacy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance and Capital Markets Transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mergers and Acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology

 

 

 

 

 

 

Risk Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Governance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William J. Sandbrook

 

Age: 60

Director Since: 2011

 

 

Business Experience: Mr. Sandbrook has served as Vice Chairman of the Board since September 2017 and as our President and Chief Executive Officer and director since August 2011. From June 2008 until August 2011, Mr. Sandbrook was Chief Executive Officer of Oldcastle Inc.’s Products and Distribution Group. From 2006 to June 2008, Mr. Sandbrook was Chief Executive Officer of Oldcastle Architectural Product’s Group responsible for Oldcastle’s U.S. and Canadian Operations, as well as CRH plc’s business in South America. From 2003 to 2006, Mr. Sandbrook served as President of Oldcastle Materials West Division. Mr. Sandbrook joined Tilcon New York as Vice President in 1992 and became President and Chief Executive Officer three years later. In 1996, Tilcon was acquired by Oldcastle Materials. In recognition of his efforts at Ground Zero after the September 11th bombing of the World Trade Center, Mr. Sandbrook was named the Rockland County, New York 2002 Business Leader of the Year, the Dominican College 2002 Man of the Year and the American Red Cross 2003 Man of the Year for Southern New York. Additonally, Mr. Sandbrook was awarded the Lifetime Achievement Award by the New Jersey Concrete and Aggregate Association in 2017. In 2018, Mr. Sandbrook received the William B. Allen Award from the National Ready Mixed Concrete Association in recognition of his lifetime commitment and outstanding leadership to improve the financial health, performance and sustainability of the ready mixed concrete industry.

 

Education: Mr. Sandbrook is a 1979 graduate of the U.S. Military Academy at West Point. After receiving his Bachelor of Science, he spent thirteen years in the U.S. Army. Mr. Sandbrook’s service included a four-year tour in Germany in cavalry and engineering units, three years as an Associate Professor in the Department of Mathematics at the U.S. Military Academy at West Point and two years as the Army Program representative to Raytheon. While teaching at West Point, Mr. Sandbrook earned his Professional Engineer’s License (PE) in Industrial Engineering. Mr. Sandbrook earned four Master’s Degrees while in the service. He received an MBA from Wharton, a Master of Science in Systems Engineering from the University of Pennsylvania, a Master in Public Policy from the Naval War College and a Master of Arts in International Relations from Salve Regina University.

 

Qualifications: Our Board of Directors concluded that Mr. Sandbrook is well-qualified to serve as one of our directors based on his significant experience in the building materials industry.

 

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    5


Table of Contents

Proposal No. 1: Election of Directors

 

 

 

Kurt M. Cellar

 

Age: 48

Director Since: 2010

 

 

Business Experience: Since January 2008, Mr. Cellar has been a consultant and board member to companies in a variety of industries as well as a private investor. From 1999 to 2008, Mr. Cellar worked for the hedge fund Bay Harbour Management, L.C., where he was partner and portfolio manager until his departure. During the past five years Mr. Cellar served as a director of Angiotech Pharmaceuticals, Inc. and Home Buyers Warranty Corporation.

 

Education: Mr. Cellar has a BA in Economics/Business from the University of California, Los Angeles and a Masters in Business Administration from the Wharton School of Business. Mr. Cellar is a former Chartered Financial Analyst.

 

Current Public Company Directorships: Mr. Cellar is currently a director of Hawaiian Telcom, Inc. and Six Flags Entertainment Corp. He currently serves as the Chairman of the Audit Committee and as a member of the Nominating and Governance Committee for Hawaiian Telcom, Inc. and serves as the Chairman of the Audit Committee and as a member of the Nominating and Governance Committee for Six Flags Entertainment Corp.

 

Past Public Company Directorships: During the past five years Mr. Cellar has served as a director of Horizon Lines, Inc.

 

Qualifications: Our Board of Directors concluded that Mr. Cellar is well-qualified to serve as one of our directors based on his financial expertise and considerable board experience.

 

 

 

Michael D. Lundin

 

Age: 58

Director Since: 2010

 

 

Business Experience: Since June 2008, Mr. Lundin has served as the Chairman of North Coast Minerals, a platform for mineral and logistics-related portfolio companies of Resilience Capital Partners, a private equity firm where Mr. Lundin is an Operating Executive. Previously, Mr. Lundin was the President and Chief Executive Officer of Oglebay Norton Company from December 2003 to 2008, where he also served as the Chief Operations Officer and the President of the Great Lakes Mineral Division. Prior to joining Oglebay Norton, he was the President and Partner of Michigan Limestone Operations for more than 10 years. Mr. Lundin currently serves as the non-executive Chairman of Omni Max International, Inc. and Intelligent Global Pooling Systems, Inc. During the past five years, Mr. Lundin served as a director of Avtron, Inc., Broder Bros. Co., Great Lakes Calcium and World Technologies, Inc. and of multiple portfolio companies of Resilience Capital Partners.

 

Education: Mr. Lundin has a BS from the University of Wisconsin-Stout and a Masters in Business Administration from Loyola Marymount University.

 

Past Public Company Directorships: During the past five year Mr. Lundin has served as the non-executive Chairman of Rand Logistics, Inc.

 

Qualifications: Our Board of Directors concluded that Mr. Lundin’s experience as an executive officer in the minerals, logistics, and aggregates sector along with his board service with other public companies and financial expertise makes him well-qualified to serve as one of our directors and as Lead Director of the Board.

 

 

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Proposal No. 1: Election of Directors

 

 

 

Robert M. Rayner

 

Age: 71

Director Since: 2010

 

 

Business Experience: Mr. Rayner is President of RM Industries, LLC, an advisory firm providing services relating to management, turnarounds and acquisitions primarily to privately-held and private equity owned firms. Mr. Rayner also serves as a director of Elgin Fastener Group, an Audax Group portfolio company. Previously Mr. Rayner has served as a director of Rocla International Holdings, an Altus Capital Partners portfolio company, Distribution International Holdings LLC, an Audax portfolio company, as the Chairman of the Board of TestEquity LLC, an Evercore Partners, Inc. portfolio company, as President and Chief Executive Officer and as a director of Specialty Products & Insulation Co., a leading national distributor of insulation and architectural products and an Evercore portfolio company, and as a director of Industrial Insulation Group LLC. From 1994 to early 2002, Mr. Rayner was the President and Chief Operating Officer of Essroc Corp. or Essroc, the U.S. operations of a global cement company. He had previously served as the Chief Financial Officer and President of the Construction Materials Division of Essroc. Prior to joining Essroc, for 12 years, Mr. Rayner held various domestic and international positions in corporate finance, treasury and international business at PepsiCo., Inc., and before that he was a consulting civil engineer in the United Kingdom, or U.K., for six years. In 2001, Mr. Rayner was elected as the Chairman of the Board of Directors of the Portland Cement Association, the non-profit organization for the cement producers in the United States and Canada.

 

Education: Mr. Rayner holds a civil engineering degree from Bristol University, England and is a professional member of the U.K. Institution of Civil Engineers. He has a Masters in Business Administration in finance from the London Business School and a Diploma in International Management from the London Business School, New York University and Hautes Etudes Commerciales, France.

 

Qualifications: Our Board of Directors concluded that Mr. Rayner is well-qualified to serve as one of our directors based on his executive experience in the cement industry, financial expertise and prior board experience.

 

 

 

Colin M. Sutherland

 

Age: 62

Director Since: 2010

 

 

Business Experience: Mr. Sutherland is currently President of SC Market Analytics LLC, a firm offering market forecasting, decision support and strategic consulting services to clients in the North American concrete, aggregates and cement sector. From May 2012 to October 2013, he was Vice President Commercial Strategy for Votorantim Cement North America, a leading producer of cement, aggregates and ready-mixed concrete in the Great Lakes region and also served on the Board of Directors and Audit Committee of Pond Technologies Inc. From April 2011 to May 2012, he was Vice President Corporate Development of The Waterford Group, a privately-held company based in Ontario that operates in the aggregates, ready-mixed concrete and industrial services sectors. From July 2010 to March 2011, he served as Special Corporate Development Advisor to the Chief Executive Officer of Armtec Infrastructure Inc., one of North America’s largest producers of pre-cast and pre-stressed concrete components and structures. Previously Mr. Sutherland served as the Executive Vice President of Catawba Resources Inc. from March 2007 to April 2010, and as the Vice President of Business Development, Integration & Strategy at Holcim (US) Inc. from August 2003 to February 2007. From October 2001 to July 2003, he served as the Paris-based Vice President, Cementitious Materials with Lafarge S.A. following a period as Group Integration Director for Blue Circle Industries PLC. Prior to that, he held the position of Director of Corporate Development for Blue Circle North America from September 1995 to January 2001.

 

Education: Mr. Sutherland holds a Bachelor of Commerce degree from Queen’s University. He has also pursued graduate studies at the Wharton School of Business and lectured in Finance at Concordia University, Montreal in 1986-87.

 

Qualifications: Based on Mr. Sutherland’s over 30 years of experience devising and implementing growth strategies for leading global players in the concrete, aggregates and cement sector, combined with his deep knowledge of business valuation, postmerger integration and the Company’s geographic markets, our Board of Directors concluded that he is well-qualified to serve as one of the Company’s directors.

 

 

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Proposal No. 1: Election of Directors

 

 

 

Theodore P. Rossi

 

Age: 67

Director Since: 2011

 

 

Business Experience: Mr. Rossi has over 45 years of experience in the manufacturing and marketing of hardwood products both domestically and internationally. From 2009 to the present, Mr. Rossi has served as Chairman and Chief Executive Officer of Rossi Group, LLC, a leading manufacturer and exporter of hardwood lumber. From 2006 to 2009, Mr. Rossi served as Chairman and Chief Executive Officer of American Hardwood Industries. Prior to that, he was Chairman and Chief Executive Officer of Rossi American Hardwoods from 1976 to 2005. Mr. Rossi served as President and is currently on the Board of Directors of the National Hardwood Lumber Association. He is the former Chairman of the American Hardwood Export Council and has been a member of its Board of Directors since 1988. Mr. Rossi previously served as the President and Chairman of the Hardwood Federation and currently serves as a member of its Executive Committee. Additionally, Mr. Rossi serves on the board of C.F. Furniture Group. Mr. Rossi is the past Chairman of the Mt. St. John Foundation and a former member of the Board of Trustees of the University of Connecticut.

 

Qualifications: Based on Mr. Rossi’s extensive experience in the building material products sector and extensive international experience, our Board of Directors concluded that he is well-qualified to serve as one of our directors.

 

The Board of Directors recommends that you vote “FOR” the election of each of the director nominees.

 

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Information Concerning the Board of Directors and Committees

 

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES

BOARD OF DIRECTORS

Our Board currently consists of seven directors. Mr. Davis previously announced his intention to not stand for reelection at the Annual Meeting. A majority of our Board constitutes a quorum for meetings of the Board of Directors. The convening of a special meeting is subject to advance written notice to all directors.

 

 

 

Tenure   

Independent

 

LOGO    LOGO

Director Independence

 

Our Board has determined that five of our current directors, Messrs. Cellar, Lundin, Rayner, Sutherland and Rossi are “independent directors” in accordance with the applicable rules of the SEC and applicable corporate governance standards of the Nasdaq stock market and that none has a material relationship with the Company that would impair his independence from management or otherwise compromise his ability to act as an independent director. There were no transactions, relationships or arrangements that were considered by our Board in determining the independence of such directors. Accordingly, the majority of the Board is currently and, if all the director nominees are elected, will be comprised of independent directors.

Board Committee and Meetings

 

Our Board met 29 times during 2017. Our Board currently has standing audit, compensation and nominating and corporate governance committees. Committee designations are generally made by our Board following the election of directors at each annual meeting of stockholders, upon the formation of a new committee or upon the addition or resignation of directors between annual meetings, if needed.

During 2017, each of our directors attended at least 75% of the meetings of the Board and any committee of the Board on which such director served. Members of the Board of Directors are expected to use all reasonable efforts to attend each meeting of the Board and to attend the Company’s annual meeting of stockholders. A director who is unable to attend a meeting is expected to notify the Chairman of the Board or the chairperson of the appropriate Board committee in advance of such meeting. The Chairman of the Board or his designee may also request that members of management or other advisors attend all or any portion(s) of the meetings of the Board of Directors. Each of our directors attended our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”).

 

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Board of

Directors

 

 

Audit Committee

 

 

Compensation
Committee

 

 

 

Nominating
and Corporate
Governance
Committee

 

 

Eugene D. Davis

 

 

 

C

 

     

 

William J. Sandbrook

 

 

 

 

           

 

Kurt M. Cellar

 

 

 

 

     

 

C

 

 

 

 

 

Michael D. Lundin

 

 

 

 

 

 

C

 

     

 

 

 

Robert M. Rayner

 

 

 

 

     

 

 

 

 

 

 

Colin M. Sutherland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Theodore P. Rossi

 

 

 

 

     

 

 

 

 

 

 

Number of 2017 Meetings

 

 

 

29

 

 

 

10

 

 

 

5

 

 

 

2

 

   

 

C    Chairperson

 

       

 

Audit Committee

The Audit Committee met 10 times during 2017. From January 1, 2017 to March 7, 2017, the Audit Committee consisted of Messrs. Rayner (Chairman), Davis and Sutherland. From March 8, 2017 to September 13, 2017, the Audit Committee consisted of Messrs. Lundin (Chairman), Davis and Sutherland. On September 14, 2017, Mr. Davis resigned as a member of the Audit Committee. The Board will appoint an additional member to the Audit Committee prior to the Annual Meeting. The Audit Committee is governed by a charter adopted by our Board, a copy of which is available on our website at www.us-concrete.com under Investor Relations —Corporate Governance. The Board has determined that each member of the Audit Committee is an “independent director” in accordance with the applicable rules of the SEC and applicable corporate governance standards of the Nasdaq stock market. The Board has also determined that Mr. Lundin is an “audit committee financial expert,” as defined in the applicable rules of the SEC.

The Audit Committee assists our Board in fulfilling its oversight responsibility relating to:

 

    the integrity of our financial statements, accounting, auditing and financial reporting process and internal control systems;  

 

    the qualifications, independence and performance of our independent registered public accounting firm;  

 

    the performance of our internal audit function;  

 

    our compliance with legal and regulatory requirements;  
    certain aspects of our compliance and ethics program relating to financial matters, books and records and accounting as required by applicable statutes, rules and regulations; and  

 

    the assessment of the major financial risks facing us.  

The Audit Committee’s purpose is to oversee our accounting and financial reporting processes, the audits of our financial statements, the qualifications of our independent registered public accounting firm and the performance of our internal auditors and outside firms providing internal audit services.

Our management is responsible for preparing our financial statements and for our internal controls, and our independent registered public accounting firm is responsible for auditing those financial statements and the related audit of internal control over financial reporting. The Audit Committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the independent registered public accounting firm’s work. The following functions are among the key duties and responsibilities of the Audit Committee:

 

    reviewing and discussing with management and our independent registered public accounting firm our annual audited and interim unaudited financial statements and related disclosures included in our quarterly earnings releases and periodic reports filed with the SEC;

 

    recommending to the Board whether our audited financial statements should be included in our Annual Report on Form 10-K for that year;
 

 

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    reviewing and discussing the scope and results of the independent registered public accounting firm’s annual audit and quarterly reviews of our financial statements, and any other matters required to be communicated to the Audit Committee by the independent registered public accounting firm;  

 

    reviewing and discussing with management, our senior internal audit executive, outside firms providing internal audit services and our independent registered public accounting firm the adequacy and effectiveness of our disclosure controls and procedures, our internal controls and procedures for financial reporting and our risk assessment and risk management policies (including those related to significant business risk exposures such as data privacy and network security);  

 

    the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, including overseeing their independence;  

 

    reviewing and pre-approving all audit, review or attest services and permitted non-audit services that may be performed by our independent registered public accounting firm;  

 

    establishing and maintaining guidelines relating to our hiring of employees and former employees of our independent registered public accounting firm, which guidelines shall meet the requirements of applicable law and listing standards;  

 

    reviewing and assessing, on an annual basis, the adequacy of the Audit Committee’s charter, and recommending revisions to the Board;

 

    reviewing the appointment of our senior internal audit executive, and reviewing and discussing with that individual, and any outside firms providing internal audit services, the scope and staffing of our internal audits, including any difficulties encountered by the internal audit function and any restrictions on scope of its work or access to required information, and reviewing all significant internal audit reports and management’s responses;  

 

    confirming the regular rotation of the audit partners with our independent auditor, as required by applicable law, and considering whether there should be regular rotation of our auditors;  

 

    preparing an annual Audit Committee report for inclusion in our proxy statement;

 

    reviewing legal and regulatory matters that may have a material impact on our financial  
   

statements and reviewing our compliance policies and procedures, including meeting annually with the General Counsel regarding the implementation and effectiveness of our compliance programs;

 

 

    reviewing the Company’s significant financing transactions and related documentation that may have a material impact on the Company’s ability to borrow to ensure the Company is able to finance its ongoing as well as future operations, and evaluating whether to recommend to the Board to approve or ratify any such financing transaction;  

 

    considering all of the relevant facts and circumstances available for related party transactions submitted to the Audit Committee in accordance with our policy regarding related party transactions;  

 

    establishing and maintaining procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters for the confidential, anonymous submission by our employees of concerns regarding questionable accounting and auditing matters;  

 

    reviewing and discussing all critical accounting policies and practices to be used, all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and other material written communications between the independent auditor and management;  

 

    reviewing and recommending to the Board director and officer indemnification and insurance policies and procedures;  

 

    evaluating its performance on an annual basis and periodically reviewing the criteria for such evaluation; and  

 

    performing such other functions the Audit Committee or the Board deems necessary or appropriate under applicable law, including those set forth in our Corporate Governance Guidelines.  

The Audit Committee meets separately with our internal auditors and the independent registered public accounting firm to provide an open avenue of communication.

For additional information regarding the Audit Committee see “Risk Oversight” and “Report of the Audit Committee.”

 

 

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Compensation Committee

 

The Compensation Committee met five times during 2017. From January 1, 2017 to March 7, 2017, the Compensation Committee consisted of Messrs. Cellar (Chairman), Lundin, Sutherland and Rossi. On March 8, 2017, Mr. Rayner replaced Mr. Lundin as a member of the Compensation Committee. Each member of the Compensation Committee is an “independent director” in accordance with the applicable rules of the SEC and applicable corporate governance standards of the Nasdaq stock market. The Compensation Committee is governed by a charter adopted by our Board, a copy of which is available on our website at www.us-concrete.com under Investor Relations — Corporate Governance.

There are three primary responsibilities of our Compensation Committee: (1) to discharge the Board’s responsibilities relating to compensation of our executives and directors; (2) to oversee the adoption of policies that govern our compensation programs, including stock and incentive plans; and (3) to produce the Compensation Discussion and Analysis for our annual meeting proxy statement. The Compensation Committee operates under a written charter adopted by our Board. Pursuant to the charter, the Compensation Committee has the resources necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants as it deems necessary. The following are the key functions of the Compensation Committee, any of which may be delegated to one or more subcommittees, as the Compensation Committee may deem necessary or appropriate:

 

    review and approve annually the corporate goals and objectives relevant to the compensation of our executive officers, evaluate the performance of our executive officers in light of those goals and set the compensation levels of our executive officers based on the Compensation Committee’s evaluation;  

 

    review the competitiveness of our compensation programs for executive officers to (1) attract and retain executive officers, (2) motivate our executive officers to achieve our business objectives, and (3) align the interests of our executive officers and key employees with the long-term interests of our stockholders;  

 

    review trends in management compensation, oversee the development of new compensation plans and, when necessary, revise existing plans;

 

    periodically review the compensation paid to non-employee directors through annual retainers and any other cash or equity components of compensation and perquisites, and make recommendations to the Board for any adjustments;

 

    review and approve the employment agreements, salaries, bonuses, equity or equity-based awards and  
   

severance, termination, indemnification and change in control agreements for all our executive officers;

 

 

    review and approve compensation packages for new executive officers and termination packages for executive officers as may be suggested by management or the Board;

 

    review and approve our policies and procedures with respect to expense accounts and perquisites for our executive officers;

 

    review and discuss with the Board and our executive officers plans for executive officer development and corporate succession plans for the Chief Executive Officer and other executive officers;

 

    review and make recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans;

 

    oversee our employee benefit plans;

 

    review periodic reports from management on matters relating to personnel appointments and practices;

 

    review and discuss with management our Compensation Discussion and Analysis for our annual meeting proxy statement in compliance with applicable SEC rules and regulations;  

 

    review and assess the Company’s policies and practices for compensating its employees, including its executive officers, as they relate to risk management practices, risk-taking incentives and identified major risk exposures to the Company;  

 

    make recommendations concerning policies to mitigate risks arising from compensation policies and practices, including policies providing for the recovery of incentive or equity-based compensation and limiting hedging activities related to Company stock;  

 

    review and make recommendations regarding the Company’s submissions to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other compensation plans, and engagement with proxy advisory firms;  

 

    retain and terminate any advisors to assist it in performing its duties, including the authority to approve fees and the other terms and conditions of the advisors’ retention; and  

 

    annually evaluate the Compensation Committee’s performance and charter.

For additional information regarding the Compensation Committee, see “Risk Oversight,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Discussion and Analysis.”

 

 

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Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee met two times in 2017. From January 1, 2017 to September 13, 2017, the Nominating and Corporate Governance Committee consisted of Messrs. Davis (Chairman), Cellar, Lundin, Rayner, Sutherland and Rossi. Mr. Davis resigned from the Nominating and Governance Committee on September 14, 2017. Each member of the Nominating and Corporate Governance Committee is an “independent director” in accordance with the applicable rules of the SEC and applicable corporate governance standards of the Nasdaq stock market. The Nominating and Corporate Governance Committee is governed by a charter adopted by our Board, a copy of which is available on our website at www.us-concrete.com under Investor Relations —Corporate Governance.

The Nominating and Corporate Governance Committee is responsible for the duties and functions related to corporate governance matters including ensuring that we operate in accordance with our Corporate Governance Guidelines, leading the Board in its annual assessment of the performance of the Board, its committees and each of the directors and reviewing, evaluating and recommending changes to our Corporate Governance Guidelines.

The following functions are among the key duties and responsibilities of the Nominating and Corporate Governance Committee:

 

    review and make recommendations regarding the size, composition and organization of the Board;  

 

    develop and recommend to the Board specific criteria for the selection of directors;  

 

    with respect to director nominees, (i) identify individuals qualified to become members of the Board (consistent with criteria approved by the Board), (ii) review the qualifications of any such person submitted to be considered as a member of the Board by any stockholder or otherwise, and (iii) select the director nominees for the next annual meeting of stockholders or to fill vacancies on the Board;  

 

    develop and periodically reassess policies and procedures with respect to the consideration of any director candidate recommended by stockholders or otherwise;

 

    review and make recommendations to the Board with respect to the size, composition and organization of the committees of the Board (other than the Nominating and Corporate Governance Committee);

 

    recommend procedures for the smooth functioning of the Board;
    assist the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence, as provided under applicable requirements and listing standards;  

 

    oversee the Board’s annual self-evaluation process and report annually to the Board with an assessment of the Board’s performance;

 

    develop and maintain the orientation program for new directors and continuing education programs for directors;

 

    review and discuss as appropriate with management the Company’s public disclosures and its disclosures to stock exchanges relating to independence, governance and director nomination matters, including in the Company’s proxy statement;  

 

    review and assess the adequacy of its charter annually and recommend to the Board any changes deemed appropriate; and  

 

    review its own performance annually.

In carrying out its function to evaluate nominees for election to the Board, the Nominating and Corporate Governance Committee considers a candidate’s mix of skills, experience, character, commitment and diversity of background, all in the context of the requirements of the Board at that time. Each candidate should be prepared to participate fully in Board activities, including attendance at, and active participation in, meetings of the Board, and not have other personal or professional commitments that would, in the Nominating and Corporate Governance Committee’s judgment, interfere with or limit such candidate’s ability to do so. Additionally, in determining whether to nominate a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at Board and committee meetings and participation in and contributions to the activities of the Board. The Nominating and Corporate Governance Committee has no stated specific minimum qualifications that must be met by a candidate for a position on our Board. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and for a majority of the members of the Board to meet the definition of “independent director” within the meaning of the applicable Nasdaq listing standards. Although the Board does not have a formal policy on diversity, the Nominating and Corporate Governance Committee gives due consideration to diversity in business experience, professional expertise, gender and nationality among the Board members because different points of view based on a variety of experiences contributes to effective decision making. In

 

 

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considering candidates, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards.

The Nominating and Corporate Governance Committee’s methods for identifying candidates for election to the Board (other than those proposed by the Company’s stockholders, as discussed below) include the solicitation of ideas for possible candidates from a number of sources, including members of the Board, our executives, individuals personally known to the members of the Board, our stockholders, and other research. The Nominating and Corporate Governance Committee also may select and compensate a third-party search firm to help identify potential candidates, if it deems it advisable to do so.

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. Stockholders may submit nominations to the Nominating and Corporate Governance Committee in care of Corporate Secretary, U.S. Concrete, Inc., 331 N. Main Street, Euless, Texas 76039. Any stockholder wishing to

nominate a person for election to the Board must comply with the advance notice deadline and submission process for stockholder proposals contained in our bylaws.

The Nominating and Corporate Governance Committee will consider all candidates identified through the processes described above, whether identified by the Board or by a stockholder, and will evaluate each of them on the same basis.

In 2017, the Nominating and Governance Committee engaged a nationally recognized search firm in an effort to identify and retain a highly qualified new Board member, preferably with significant tax and financial expertise, and to fill the vacancy that will be created as a result of Mr. Davis’ previously announced decision to not stand for reelection at the Annual Meeting. As a part of its ongoing efforts, the Nominating and Governance Committee intends to continue to seek potential director nominees from a candidate pool that includes women and individuals from minority groups.

 

Compensation Committee Interlocks and Insider Participation

 

During 2017, the Compensation Committee was comprised of Messrs. Cellar, Sutherland, Rayner (since March 2017), Rossi and Lundin (through March 2017). During 2017, no member of the Compensation Committee was an officer or employee of U.S. Concrete or any of its subsidiaries. During 2017, no member of the Compensation Committee had any material interest in a transaction involving the Company (except for the director compensation arrangements described below) or a material business relationship with, or any indebtedness to, the Company. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or member of the Compensation Committee during 2017.

Communication with Board of Directors

 

Stockholders and other interested persons may communicate with our Board by sending their communication to U.S. Concrete, Inc. Board of Directors, c/o Corporate Secretary, 331 N. Main Street, Euless, Texas 76039. All such communications received by our Corporate Secretary will be delivered to the Chairman of the Board.

Company Leadership Structure

 

The Board of Directors is currently led by our Chairman, Eugene I. Davis. William J. Sandbrook, our President and Chief Executive Officer, serves as Vice Chairman and as a member of the Board of Directors. Michael D. Lundin is our Lead Independent Director. In the absence of the Chairman, a majority of the directors present may elect any director present as chairman of the meeting. Non-management directors meet frequently in executive session without management following Board meetings. All members of the Board are elected annually.

The Board of Directors has historically separated the positions of Chairman and Chief Executive Officer. However, as a result on Mr. Davis’ determination to not stand for reelection at the Annual Meeting and the entry into a Consulting Agreement, Mr. Davis ceased to be independent on September 14, 2017.

As a result of Mr. Davis’ determination to not stand for reelection, following the Annual Meeting we expect the Board to be led by an executive Chairman and Lead Independent Director. Under our Board’s current leadership

 

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structure, we have a Chairman, an executive Vice Chairman and a Lead Independent Director. Our Lead Independent Director is empowered with robust, well-defined duties. Our Board is composed of experienced and committed independent directors (with all non-management nominees being independent), and our Board committees have objective, experienced chairs and members. Our Board believes that these factors, taken together, provide for objective, independent Board leadership, and effective engagement with and oversight of management.

Our Board is committed to objective, independent leadership for our Board and each of its committees. Our Board views the objective, independent oversight of management as central to effective Board governance, to serving the best interests of our Company and our stockholders, and to executing our strategic objectives and creating long-term value. This commitment is reflected in our Company’s governing documents, our Bylaws, our Corporate Governance Guidelines, and the governing documents of each of the Board’s committees.

Our Board believes that its optimal leadership structure may change over time to reflect our Company’s evolving needs, strategy and operating environment; changes in our Board’s composition and leadership needs; and other factors, including the perspectives of stockholders and other stakeholders. Our Board has the flexibility to determine the Board leadership structure best suited to the needs and circumstances of our Company and our Board.

At least annually, our Board, in coordination with our Nominating and Corporate Governance Committee, deliberates on and discusses the appropriate Board leadership structure, including the considerations described above. Based on that assessment and on input from stockholders, for 2017 our Board believed that our current structure, with Mr. Davis as Chairman, Mr. Sandbrook as executive Vice Chairman and Mr. Lundin as Lead Independent Director, was the optimal leadership framework. As a result of Mr. Davis’ determination to not stand for reelection, following the Annual Meeting we expect that Mr. Sandbrook will be promoted to executive Chairman, at which point our Board will be led by an executive Chairman and Lead Independent Director. We and our stockholders will benefit from an executive Chairman with deep experience in and knowledge of our industry, our Company, and its businesses, and a strong Lead Independent Director with robust, well-defined duties. Our Lead Independent Director, together with the other independent directors, instills objective independent Board leadership, and effectively engages and oversees management.

The Board believes in having a Lead Independent Director who is empowered with robust, well-defined duties. The Lead Independent Director is joined by experienced, independent Board members and a Chairman who, as CEO, serves as the primary voice to articulate our strategy of long-term responsible growth. The independent directors provide objective oversight of management, help to establish the long-term strategy and regularly assess its effectiveness, and serve the best interests of our Company and our stockholders by creating long-term value.

Risk Oversight

 

The Board of Directors provides oversight with respect to the Company’s risk assessment and risk management activities, which are designed to identify, prioritize, assess, monitor and mitigate material risks to the Company, including strategic, operational, compliance, data security, financial and compensatory risks. The Board administers this oversight function at the Board level, and through the Audit Committee and the Compensation Committee. The entire Board oversees the strategic, operational and compliance risks. The Audit Committee focuses on financial risks, including reviewing with management, the Company’s internal auditors and the Company’s independent auditors, the Company’s major financial risk exposures, the adequacy and effectiveness of accounting and financial controls, and the steps management has taken to monitor and control financial risk exposures. The Audit Committee also oversees the Company’s data privacy and network security risks and strategy. The Compensation Committee considers risks presented by the Company’s compensation policies and practices, as well as those related to succession and management development. The Audit Committee and Compensation Committee each report directly to our Board.

 

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Information Concerning the Board of Directors and Committees

 

Code of Ethics

 

Pursuant to our Code of Ethics and Business Conduct, all employees (including our Named Executive Officers) who have, or whose immediate family members have, any direct or indirect financial or other participation in any business that competes with, supplies goods or services to, or is a customer of the Company, are required to disclose such matters to our Chief Executive Officer or General Counsel prior to transacting such business. Our employees are expected to make reasoned and impartial decisions in the workplace. Our Board members are also responsible for complying with our Code of Ethics and Business Conduct, which is in writing and is available on our website at www.us-concrete.com under Investor Relations — Corporate Governance. You may also obtain a written copy by making a request to our Corporate Secretary by mail at U.S. Concrete, Inc., 331 N. Main Street, Euless, Texas 76039 or by phone by calling (817) 835-4105. In the event that we amend or waive any of the provisions of the Code of Ethics and Business Conduct applicable to our principal executive, financial and accounting officers, we intend to disclose that action on our website, as required by applicable law.

 

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Report of the Audit Committee

 

REPORT OF THE AUDIT COMMITTEE

The following report shall not be deemed to be “soliciting material” or to be “filed with the SEC” or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

Oversight Function

 

The role of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities related to the integrity of the Company’s financial statements, the Company’s internal control over financial reporting, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent registered public accounting firm, audit of the Company’s financial statements, and performance of the Company’s internal audit function and the Company’s independent registered public accounting firm. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent registered public accounting firm.

Management of the Company has the responsibility for the presentation and integrity of the Company’s consolidated financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for the establishment and maintenance of systems of disclosure controls and procedures and internal control over financial reporting. The Company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the Company’s consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, internal audit group and independent registered public accounting firm.

As discussed above, the Audit Committee is responsible for monitoring and reviewing the Company’s financial reporting process. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. Members of the Audit Committee are not employees of the Company. Therefore, the Audit Committee has relied, without independent verification, on management’s representation that the consolidated financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent auditors included in their report on the Company’s consolidated financial statements. The Audit Committee’s review does not provide its members with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

As of December 31, 2016 and December 31, 2015, management of the Company had identified and disclosed a material weakness in its internal control over financial reporting relating to the accuracy and presentation of the accounting for income taxes. With the oversight of the Audit Committee, the Company has taken steps to remediate the previously identified material weakness and to strengthen the Company’s internal control over financial reporting in the area of tax accounting. Management concluded that the previously identified material weakness was remediated as of December 31, 2017.

Approval of 2017 Financial Statements

 

During 2017, the Audit Committee reviewed and discussed with management U.S. Concrete’s audited financial statements as of and for the year ended December 31, 2017. In addition, the Audit Committee discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standards No. 16, Communications with

 

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Report of the Audit Committee

 

Audit Committees, as amended, adopted by the Public Company Accounting Oversight Board. The Audit Committee received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board, and discussed with that firm its independence from U.S. Concrete. In addition, the Audit Committee concluded that Ernst & Young LLP’s provision of services that are not related to the audit of U.S. Concrete’s financial statements was compatible with that firm’s independence from U.S. Concrete.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of U.S. Concrete that the audited financial statements referred to above be included in U.S. Concrete’s Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the Securities and Exchange Commission. This report is furnished by the members of the Audit Committee as of February 28, 2018.

The Audit Committee:

Michael D. Lundin, Chairman

Colin M. Sutherland

 

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Director Compensation

 

DIRECTOR COMPENSATION

Director Retainers and Meeting Fees

 

During 2017, we paid our non-employee directors the following annual retainers quarterly in advance. Non-employee directors do not receive per meeting fees.

 

    an annual retainer of $150,000 to the Chairman of the Board, in addition to the Board and committee retainers listed below;

 

    an annual retainer of $100,000 to each non-employee member of the Board;

 

    an annual retainer of $15,000 for the Chairman of the Audit Committee;

 

    an annual retainer of $15,000 for the Chairman of the Compensation Committee; and

 

    an annual retainer of $5,000 for each member (non-chair) of the Audit Committee and Compensation Committee.

The Chairman of the Board, in connection with a consulting agreement with the Company entered into on September 14, 2017 (the “Consulting Agreement”), agreed to forfeit compensation as a member of the Board and its committees as of such date and receive the cash and equity-based compensation as provided in the Consulting Agreement. See “Certain Relationships and Related Transactions.”

Director Equity Compensation

 

We generally grant annual equity awards to non-employee directors in October as part of their remuneration for services to us. In 2017, each non-employee director (other than the Chairman of the Board) received a grant of restricted stock units (“RSUs”) with a grant date fair value of approximately $125,000. As a result, on October 1, 2017, we granted 1,638 RSUs to each of Messrs. Rayner, Cellar, Lundin, Sutherland, and Rossi. The number of shares granted was based on the closing price of our common stock on the Nasdaq stock market on October 1, 2017. The awards vest in four installments of 25% each on January 1, 2018, April 1, 2018, July 1, 2018, and October 1, 2018, provided the award recipient remains a member of the Board through the applicable vesting dates.

Mr. Davis, in connection with entering into the Consulting Agreement, agreed to forfeit his annual equity award for his service as Chairman of the Board and to instead receive RSUs with a grant date fair value of $167,500 pursuant to the terms of the Consulting Agreement. See “Certain Relationships and Related Transactions.”

Director Stock Ownership Guidelines

 

In 2016, our Board of Directors adopted stock ownership guidelines that apply to our non-employee directors. Subject to transition periods and other provisions, the guidelines generally require that each non-employee director beneficially hold shares of our stock with a value at least equal to three times the annual cash retainer paid to non-employee directors. All non-employee directors were in compliance with the guidelines as of March 22, 2018. We also have stock ownership guidelines for our executive officers under Section 16, including each of our NEOs, as further described in “Compensation Discussion and Analysis — Stock Ownership Guidelines.”

Other Director Compensation

 

We do not pay any additional compensation to our employees for serving as directors. We reimburse all directors for out-of-pocket expenses they incur in connection with attending Board and committee meetings or otherwise in their capacity as directors.

 

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Director Compensation

 

The table below summarizes the compensation we paid to our non-employee directors during the year ended December 31, 2017.

2017 DIRECTOR COMPENSATION TABLE

 

Name(1)    Fees Earned or
Paid in Cash ($)
     RSU Awards
($)
(2)(3)
    

RSU

Awards
Grant Date

     All Other
Compensation ($)
     Total ($)  

Eugene I. Davis

 

     191,250              —             —            62,500(4)                   
     —                167,479(5)        10/1/2017          —                       
                                         421,229    

Kurt M. Cellar

 

     115,000              —              —            —                       
     —                124,979            10/1/2017          —                       
                                         239,979    

Michael D. Lundin

 

     119,900              —              —                        
     —                124,979            10/1/2017                      
                                         244,879    

Robert M. Rayner

 

     107,500              —              —                        
     —                124,979            10/1/2017                      
                                         232,479    

Theodore P. Rossi

 

     105,000              —              —                        
     —                124,979            10/1/2017                      
                                         229,979    

Colin M. Sutherland

 

     110,000              —              —                        
     —                124,979            10/1/2017                      
                                           234,979    

 

1. Mr. Sandbrook was a director and Named Executive Officer during 2017. Mr. Sandbrook did not receive any additional compensation for service as a director. Information about his compensation is listed in the Summary Compensation Table below.
2. The amounts represent the aggregate grant date fair value of RSUs computed in accordance with Accounting Standards Codification 718, Compensation — Stock Compensation (“ASC 718”). The aggregate grant date fair value of RSUs was equal to the number of RSUs granted multiplied by the closing price of our common stock on the Nasdaq stock market on September 29, 2017, the trading day prior to the date of grant, which was $76.30 per share.
3. The chart below shows the aggregate number of outstanding RSU awards held by each non-employee director as of December 31, 2017.

 

 

Director

 

 

Number of Shares of    

Common Stock    

Subject to    

Outstanding RSU    

Awards    

 

 

Davis

 

 

2,195

 

 

Cellar

 

 

1,638

 

 

Lundin

 

 

1,638

 

 

Rayner

 

 

1,638

 

 

Rossi

 

 

1,638

 

 

Sutherland

 

 

1,638

 

 

4. The amount represents the cash paid, beyond the fees earned as a member of the Board and its committees, pursuant to Mr. Davis’ Consulting Agreement. See “Certain Relationships and Related Transactions.”
5. The amount represents RSUs awarded pursuant to Mr. Davis’ Consulting Agreement. See “Certain Relationships and Related Transactions.”

 

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Executive Officers

 

EXECUTIVE OFFICERS

The following table provides information about our executive officers as of March 15, 2018. Mr. Sandbrook also serves as a member of our Board of Directors, and his biography is set forth above under the heading “Proposal No. 1 Election of Directors.”

 

NAME

 

 

AGE

 

    

POSITION(S) HELD

 

 

William J. Sandbrook

 

 

 

 

60

 

 

  

 

Vice Chairman, President and Chief Executive Officer

 

David A. Behring

 

 

 

 

49

 

 

  

 

Regional Vice President and General Manager — South Central Region

 

Herb Burton

 

 

 

 

43

 

 

  

 

Vice President and General Manager, West Region

 

Jeff L. Davis

 

 

 

 

64

 

 

  

 

Vice President and General Manager — Central Concrete Supply Co., Inc.

 

Paul M. Jolas

 

 

 

 

53

 

 

  

 

Senior Vice President, General Counsel and Corporate Secretary

 

Kevin R. Kohutek

 

 

 

 

45

 

 

  

 

Vice President — Finance and Treasurer

 

John E. Kunz

 

 

 

 

53

 

 

  

 

Senior Vice President and Chief Financial Officer

 

Mark B. Peabody

 

 

 

 

60

 

 

  

 

Vice President — Human Resources

 

Niel L. Poulsen

 

 

 

 

64

 

 

  

 

Executive Vice President — Southeast Division

 

Ronnie Pruitt

 

 

 

 

47

 

 

  

 

Senior Vice President and Chief Operating Officer

 

Jeffrey W. Roberts

 

 

 

 

51

 

 

  

 

Vice President and General Manager — Ingram Concrete, LLC

 

 

David A. Behring has served as our Regional Vice President and General Manager for the South Central Region since October 2015. From April 2014 until October 2015, Mr. Behring served as Vice President of Operations for the South Central Region. From 2006 until April 2014, Mr. Behring held various positions within accounting and operations for the South Central Region most recently as Controller. From 1991 through 2005, Mr. Behring served as General Manager and CFO for Go-Crete, Inc. Mr. Behring currently serves as a member of the Board of Directors of the Texas Aggregate and Concrete Association. Mr. Behring holds a Bachelor of Business Administration Degree in Accounting and Finance from Texas A&M University.

 

 

 

 

Herb Burton, has served as the Vice President and General Manager for U.S. Concrete’s West Region, responsible for five business units: Central Concrete Supply Co., Inc., Right Away Redy Mix, Rock Transport, NorCal Materials and Westside Concrete Materials since March 2017. From 2015 — March 2017, Mr. Burton served as Vice President of Operations and Sustainability for Central Concrete and Right Away Redy Mix, responsible for the management of 16 ready-mix plants, fleet and plant maintenance, safety, environmental management, customer service, inside sales and purchasing. Prior to that, from 2011 — 2015, he served as Director of Project Management for Central Concrete. From 1999 — 2011, Mr. Burton held various positions for Central Concrete, including Project Manager, Sales Manager and Plant Manager. He started his career working as a mixer driver, batch man and dispatcher. Mr. Burton is Secretary and current Board Member of California Construction and Industrial Materials Association (CALCIMA), a member of the NRMCA Operations, Environment and Safety (OES) Committee and a member of the NRMCA Promotion Committee, Sustainability Task Group. In June 2011, Mr. Burton filed a petition for personal bankruptcy under Chapter 7 of the federal bankruptcy laws, which was subsequently discharged in September 2011.

 

 

 

 

Jeff L. Davis has served as Regional Vice President and General Manager U.S. Concrete West (Central Concrete Supply Co, Right Away Redy Mix, Westside Concrete Materials, and Rock Transport) since 2005. From 2001 to 2005, Mr. Davis served as Vice President of Operations of Central. Prior to joining the Company in 2001, Mr. Davis served as Vice President Concrete for Cadman Inc., a Lehigh Heidelberg Cement Company, operating in the Seattle, Washington market. Mr. Davis has 43 years of experience in the ready-mixed concrete, aggregate and cement industry, serving in various sales, operational, and executive management roles. Mr. Davis is a past President and Board member of the Washington Concrete and Aggregate Producers Association, past President and Board member of the Idaho Concrete and Aggregate Producers Association, member of the American Concrete Institute, Chairman of the 1997 American Concrete Institute Convention National, and former Chairman

 

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Executive Officers

 

of the National Ready Mixed Concrete Association Environmental Task Group of the Operations, Environmental and Safety Committee. Mr. Davis currently serves as an Industry Advisory Group member of the MIT Concrete Sustainability HUB and is a Trustee of the RMC Research & Education Foundation.

 

 

 

 

Paul M. Jolas has served as Senior Vice President, General Counsel and Corporate Secretary of U.S. Concrete, Inc. since February 2016. From August 2013 until February 2016, Mr. Jolas served as our Vice President, General Counsel and Corporate Secretary. Prior to joining U.S. Concrete, Inc., Mr. Jolas served as Executive Vice President, Chief Legal Officer and Corporate Secretary for Regency Energy Partners LP (NYSE: RGP) commencing in September 2009. Mr. Jolas has more than 28 years of legal experience, including extensive experience with corporate, securities, corporate governance, mergers and acquisitions, finance and transactional matters. Prior to joining Regency, he served in various legal roles at Dallas-based Trinity Industries, Inc. (NYSE: TRN) from June 2006 through September 2009, most recently as Vice President, Deputy General Counsel and Corporate Secretary. Prior to his work at Trinity, he served as Senior Regional Counsel for the Texas division of KB Home (NYSE: KBH) from 2004 to 2006; from 1996 to 2004, he served as General Counsel, Executive Vice President and Corporate Secretary for Radiologix, Inc. (AMEX: RGX); and from 1989 to 1996, as a member of the corporate securities group for Haynes and Boone, LLP. Mr. Jolas received his Bachelor of Arts degree in Economics from Northwestern University and a Juris Doctor degree from Duke University School of Law.

 

 

 

 

Kevin R. Kohutek has served as our Vice President, Finance and Treasurer since March 2018. He served as Vice President and Chief Accounting Officer from April 2017 to March 2018 and from April 2014 to April 2015. From April 2015 to April 2017, Mr. Kohutek served as our Regional Vice President and General Manager for the Atlantic Region. From June 2012 until April 2014, Mr. Kohutek served as our Vice President and Corporate Controller. From 1997 through 2012, Mr. Kohutek held various positions at ClubCorp Financial Management Corporation (“ClubCorp”), most recently as Vice President of Finance and previously as Director of Financial Reporting. Prior to joining ClubCorp in 1997, he served in the assurance practice for KPMG. Mr. Kohutek holds a Bachelor of Business Administration Degree in Accounting and Finance from Texas A&M University.

 

 

 

 

John E. Kunz has served as our Senior Vice President and Chief Financial Officer since October of 2017. Prior to that Mr. Kunz was Vice President and Controller from March 2015 to September 2017 at Tenneco Inc. where he was the principal accounting officer with responsibility for Tenneco’s corporate accounting and financial reporting globally. Prior to assuming his role as Controller, Mr. Kunz served as Vice President, Treasurer and Tax, from July 2006 to February 2015. Mr. Kunz oversaw the global tax, treasury, insurance and investment activities. Mr. Kunz joined Tenneco in 2004 from Great Lakes Chemical Corporation, where he rose through positions of increasing responsibility to become vice president and treasurer. Prior to joining Great Lakes in 1999, Mr. Kunz was director of corporate development at Weirton Steel Corporation, where he also held prior positions in capital planning, business development and financial analysis. Prior to that, Mr. Kunz spent four years with the international public accounting firm of KPMG. Mr. Kunz is a member of the audit and compensation committees of the board of directors of Wabash National Corporation, a diversified industrial manufacturing company listed on the New York Stock Exchange. Mr. Kunz holds a Master of Management in finance from the Kellogg School of Management at Northwestern University, along with an undergraduate degree in accounting from the University of Notre Dame.

 

 

 

 

Mark B. Peabody has served as our Vice President — Human Resources since May 2012. Prior to joining the Company, from 2008 to 2012, Mr. Peabody served as Vice President of Human Resources and Risk Management for Mario Sinacola Companies. From 2006 through 2008, Mr. Peabody served as Senior Vice President, Corporate Human Resources for Hanson Building Materials North America, and from 2001 through 2006, he served as Chief Counsel, Labor & Employment for Hanson. From 1994 through 2001, Mr. Peabody served as Associate General Counsel and Senior Labor Attorney for PECO Energy Company. From 1992 through 1994, he served as an attorney for Reed Smith LLP. From 1987 through 1991, Mr. Peabody served in the United States Air Force Judge Advocate General’s Corp. He retired from the Air Force Reserve as a Lt. Colonel in 2014

 

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Executive Officers

 

after serving for 25 years. Mr. Peabody received his Bachelor of Arts degree in Business from Rollins College and a Juris Doctor degree from The University of Pittsburgh School of Law. Mr. Peabody later earned his Master of Laws (LL.M.) degree in Labor Law from Georgetown University Law Center.

 

 

 

 

Niel L. Poulsen has served as our Executive Vice President of the Southeast Division since October 2015. From January 2012 until October 2015, Mr. Poulsen served as our Regional Vice President and General Manager of Redi-Mix, LLC. From 2004 to 2010, he was Vice President and General Manager for Aggregate Industries’ (Holcim) Aggregate and Ready-Mix divisions in Colorado. From 2003 to 2004, he served with Cemex, 1995 to 2002 with the Edw. C. Levy Co., and prior to 2002, served in various international assignments. Mr. Poulsen has over 25 years of domestic and international general management experience in ready-mixed concrete, aggregates and other construction materials.

 

 

 

 

Ronnie Pruitt has served as our Senior Vice President and Chief Operating Officer since October 2015. Mr. Pruitt began his career in 1995 joining the Expanded Shale & Clay group of Texas Industries, Inc. (“TXI”) as a Sales Manager. In 2002, Mr. Pruitt was promoted to Vice President of Cement and Aggregates Sales and Marketing. In 2005, Mr. Pruitt also assumed the responsibilities for TXI’s Consumer Products group along with being named President of TXI’s Transportation Company. In 2011, Mr. Pruitt transitioned into operations as the Vice President of Cement Operations for TXI. Mr. Pruitt continued in that role until July 2014 when TXI was acquired by Martin Marietta. Under Martin Marietta, Mr. Pruitt served as Vice President of Cement Sales until joining U.S. Concrete. Mr. Pruitt has served on the Boards of The Portland Cement Association, National Stone, Sand, and Gravel Association as well as serving as President of the Cement Council of Texas. Mr. Pruitt is a 1993 Graduate of the University of Texas-Arlington.

 

 

 

 

Jeffrey W. Roberts has served as the Vice President and General Manager -Ingram Concrete, LLC, or Ingram, since 2006. Mr. Roberts is a 1989 graduate of Oklahoma State University receiving a Bachelor of Business Administration Degree in Management/ Marketing and minor field of study in Statistics. From 1994 through 2006, Mr. Roberts held various positions for Ingram, including Vice President of Sales and Operations from 2003 through 2006, Sales and Operations Manager from 1997 through 2003, and Quality Control Manager from 1994 through 1997. From 1993 to 1994, he served as the Quality Control Manager for Campbell Concrete. From 1990 to 1993, Mr. Roberts served as Technical Sales Representative for Cormix Construction Chemicals (formerly Gifford Hill Chemical), with sales responsibility in southeast Texas. From 1989 to 1990, he served as Sales Representative and Quality Control Assistant for Gifford-Hill Concrete in Ft. Worth, Texas. Mr. Roberts is a delegate and past member of the Board of Directors of the Texas Aggregate and Concrete Association.

 

 

 

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Compensation Discussion and Analysis

 

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”). For 2017, the following individuals constituted our “Named Executive Officers”. The titles shown below were their titles as of December 31, 2017:

 

 

William J. Sandbrook

  

 

President and Chief Executive Officer

 

John E. Kunz

  

 

Senior Vice President and Chief Financial Officer

 

Jody Tusa, Jr.

  

 

Former Senior Vice President and Chief Financial Officer

 

Ronnie Pruitt

  

 

Senior Vice President and Chief Operating Officer

 

Paul M. Jolas

  

 

Senior Vice President, General Counsel and Corporate Secretary

 

Niel L. Poulsen

  

 

Executive Vice President — Southeast Division

KEY TAKE-AWAYS FOR 2017 COMPENSATION

 

OUR COMPENSATION-SETTING PROCESS

 

    Reports on officers’ and key employees’ compensation;

 

    Financial reports on year-to-date performance versus budget and prior year performance;

 

    Calculations and reports on levels of achievement of individual and corporate annual performance objectives;

 

    Information regarding compensation levels at peer groups of companies; and

 

    Management’s proposals for salary, bonus and long-term incentive compensation.

 

OUR EXECUTIVE COMPENSATION PHILOSOPHY AND POLICIES

 

    Competitiveness

 

    Support Business Objectives, Strategy and Values

 

    Pay-for-Performance

 

    Emphasize Stock Ownership

 

    Individual Performance

 

    Integrated Approach

 

THE ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

 

    Annual Base Salaries

 

    Annual Cash Bonuses

 

    Long-Term Equity Incentives

 

    Non-Qualified Deferred Compensation Plan

 

    Matching Contributions under our 401(k) Plan

 

    Health and Welfare Benefits

 

    Severance Benefits

 

POST-EMPLOYMENT ARRANGEMENTS FOR OUR NAMED EXECUTIVE OFFICERS

Certain executive officers, including each of our NEOs, entered into executive severance agreements with the Company. Each executive severance agreement provides for severance payments and other benefits following termination of the applicable executive’s employment under various scenarios.

 

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Compensation Discussion and Analysis

 

The Compensation-Setting Process

 

Overview

Our executive compensation program is administered by our Compensation Committee (“Compensation Committee” or “Committee”). The role of the Committee is to provide oversight and direction to ensure the establishment of executive compensation programs that are competitive in nature, enable us to attract top talent, and align the interests of our executive officers and our stockholders. The Committee is supported by our Vice President — Human Resources in the design, review and administration of our executive compensation programs and receives the input of our Chief Executive Officer regarding the compensation of our executive officers, other than himself. The Committee has engaged a third party compensation consulting firm, Willis Towers Watson, a nationally recognized executive compensation consulting firm (“Willis Towers Watson”), to evaluate executive officer compensation, evaluate Company practices in relation to other companies, and provide associated recommendations.

The Compensation Committee meets as often as it determines is necessary to perform its duties and responsibilities related to (i) compensation of the Company’s executives and other key employees, (ii) the fees and retainers paid to non-management directors of the Company, and (iii) the Company’s employee benefit plans and practices. The Committee typically meets at least four times a year with our Chief Executive Officer, Vice President — Human Resources, and General Counsel, and when appropriate and as needed, outside compensation consultants. The Committee also meets as needed in executive sessions without management, including at least annually, to evaluate the performance of our Chief Executive Officer, to determine his bonus for the prior calendar year, to set his base salary for the then-current calendar year, and to consider and approve any grants to him of equity incentive compensation.

The Committee works with management to establish the agenda for each meeting and typically receives and reviews materials in advance of each meeting. These materials include information that our management believes will be helpful to the Committee, as well as materials that the Committee has specifically requested. Depending on the agenda for the particular meeting, this information may include:

 

    reports on officers’ and key employees’ compensation;

 

    financial reports on year-to-date performance versus budget and prior year performance;

 

    calculations and reports on levels of achievement of individual and corporate annual performance objectives;

 

    information regarding compensation levels at peer groups of companies; and

 

    management’s proposals for salary, bonus and long-term incentive compensation.

Management’s Role in the Compensation-Setting Process

Our management, especially our Chief Executive Officer and Vice President — Human Resources, plays a key role in the compensation-setting process for the executive officers, except with respect to the compensation of the Chief Executive Officer. The most significant aspects of management’s role are:

 

    recommending salary adjustments and equity compensation awards;

 

    recommending strategic objectives and business performance targets for approval by the Compensation Committee in connection with the annual incentive compensation plan; and

 

    evaluating employee performance.

At the Committee’s request, our Chief Executive Officer participates in Committee meetings to provide:

 

    information regarding our strategic objectives;

 

    his evaluations of the performance of all executive officers; and

 

    compensation recommendations as to all executive officers (excluding himself).

 

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The Chief Executive Officer considers all relevant information and provides recommendations to the Committee regarding compensation for review, discussion and approval for all executive officers with the exception of himself. While the Committee considers the recommendation of our Chief Executive Officer, the Committee has the ultimate authority in making compensation decisions for the executive officers. The Committee reviews the performance and establishes appropriate compensation for the Chief Executive Officer in executive session without the Chief Executive Officer present.

The Compensation Committee has designated our Chief Executive Officer, Chief Financial Officer and Vice President — Human Resources, collectively, as the “Administrator” of our short-term incentive plan, which is our annual cash bonus plan. The Compensation Committee chose those individuals because of their access to financial information and individual performance criteria necessary to administer the plan. The Administrator has the authority to interpret the plan, to exercise discretion in interpolating performance levels and award payouts outside of or between the designated benchmarks, as well as to take all steps and make all determinations in connection with the short-term incentive plan and bonus payouts as it deems necessary. All incentive award payouts must ultimately be approved by the Committee.

Executive Compensation Philosophy and Policies

 

We are focused on building and maintaining a sustainable business model that consistently delivers superior returns to our stockholders. To be successful, we must attract, motivate, retain and reward key talent to provide the needed leadership capabilities to develop and execute our business strategy. Our compensation philosophy and approach is designed to support these objectives.

Our compensation philosophy is to provide competitive market compensation opportunities with an emphasis on performance-based variable pay. This “pay-for-performance” approach is reflected in the compensation package of all executive officers.

Our primary external market reference point for our market analysis is the 50th percentile. Our Compensation Committee uses the 50th percentile because it believes that is the appropriate level to attract and retain executive talent. Coupled with the opportunity to earn higher amounts commensurate with performance, the Committee believes high performing executives are given appropriate incentives and rewards for performance that results in improved stockholder value.

It is important to note that the external competitive market data serves as just one point of reference for the Committee. The total compensation packages for executives may vary materially from the benchmark data based on several factors, including individual performance, Company and business unit performance, tenure at the Company, retention needs, experience, strategic impact, and internal pay equity. In addition, as the Company’s revenue has increased from $598.2 million in 2013 to $1.3 billion in 2017, the NEO’s target total cash compensation and total direct compensation levels (other than the CEO) have not grown as rapidly, resulting in 2017 levels generally between the 25th and 50th percentiles. However, the Company intends to target the 50th percentile over time.

All components of compensation for executive officers and key management are reviewed annually to ensure consistency with our compensation philosophy and to verify that the overall level of compensation is competitive. We use the following principles in the design and administration of our executive compensation program:

 

    Competitiveness — Our compensation programs are designed to ensure we can attract, motivate and retain the talent needed to lead and grow the business. Targets for total cash compensation (base salary and short-term incentives) have generally been set between the 25th and 50th percentile levels. However, the Company intends to target the 50th percentile over time.

 

    Support Business Objectives, Strategy and Values — Ultimately our compensation program is designed to drive the achievement of short and long-term business objectives, support the creation of long-term value for our stockholders, and promote and encourage behavior consistent with our core values and guiding principles.

 

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    Pay-for-Performance — While we generally establish target long-term incentive award levels between the 25th and 50th percentile levels for target level performance, our plans provide the opportunity for significantly greater rewards for outstanding performance. At the same time, performance that does not meet expectations is not rewarded.

 

    Emphasize Stock Ownership — Our compensation programs encourage an ownership mentality and align the long-term financial interest of our executives with those of our stockholders. In addition, during 2016, we adopted formal stock ownership guidelines for our NEOs and directors.

 

    Individual Performance — In addition to Company-wide and business unit financial measures, our annual incentive program emphasizes individual performance and the achievement of personal objectives.

 

    Integrated Approach — We look at compensation in total and strive to achieve an appropriate balance of immediate, annual and long-term compensation components, with the ultimate goal of aligning executive compensation with the creation of long-term stockholder value.

We believe that we offer a work environment in which executive employees are allowed to use their abilities to achieve personal and professional satisfaction. However, we also understand that our executive employees have a choice regarding where they pursue their careers, and the compensation we offer plays a significant role in their decisions to choose to remain with us. We believe that our compensation principles will reward and encourage our management to deliver increasing stockholder value over time and help us to attract and retain top executive talent.

Internal Pay Equity

In implementing our compensation philosophy, the Committee also compares our Chief Executive Officer’s total compensation to the total compensation of the other Named Executive Officers. However, the Committee has not established a targeted level of difference between the total compensation of the Chief Executive Officer and the median total compensation level for the next lower tier of management. The Committee also considers internal pay equity among the other Named Executive Officers, and in relation to the next lower tier of management, in order to maintain compensation levels that are consistent with the individual contributions and responsibilities of those officers.

Stockholder Say-on-Pay Votes

At our 2017 Annual Meeting, of those stockholders voting on the matter, 95.6% voted to approve our executive compensation on an advisory basis. The Compensation Committee believes this affirms stockholders’ support of our approach to executive compensation and, as a result, did not change its approach in fiscal 2017. The Compensation Committee will consider the outcome of the Company’s future say-on-pay votes when making future compensation decisions for the Named Executive Officers.

Compensation Consultants and Competitive Benchmarking

Compensation Consultants. As in prior years, the Compensation Committee engaged Willis Towers Watson to analyze our current compensation program to ensure that the Company’s executive, key employee and director compensation programs were:

 

    Performance Based. Designed to be performance-based and maximize stockholder value creation.

 

    Aligned with Strategy and Culture. Aligned with the Company’s current business strategy and corporate culture.

 

    Market Competitive. Competitive with the market in order to attract, engage, reward and retain executive and key talent.

 

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In connection therewith, Willis Towers Watson:

 

    had multiple conversations with the Chairman of our Compensation Committee, Chief Executive Officer and our Vice President — Human Resources regarding 2017 compensation;

 

    advised the Compensation Committee with respect to the review and selection of our 2017 peer group; and

 

    advised the Compensation Committee regarding the design, implementation and valuation of our long-term equity incentive awards and respective performance metrics for 2017.

The Compensation Committee assessed the independence of Willis Towers Watson pursuant to applicable SEC and Nasdaq rules and concluded that Willis Towers Watson’s work for the Compensation Committee does not raise any conflict of interest.

For 2017, we also subscribed to an on-line compensation service available through the Economic Research Institute (“ERI”). ERI compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2017 salaries and executive compensation practices.

Competitive Benchmarking. Our compensation philosophy generally results in the establishment of total direct compensation (base annual salary, target bonus opportunity, long-term incentives) that are between the 25th and 50th percentile of market for executives in similar positions. The Committee does not employ a formulaic approach in setting any aspect of total compensation. The Committee has the flexibility to increase compensation when either hiring new executives who have significant industry experience, or for existing executives who demonstrate outstanding performance.

We compete against companies in many industries for executive talent. Because we believe that our benchmark peer group does not necessarily represent all of the companies that may be direct competitors for executive talent, we also rely upon general industry national survey data of companies which are of similar revenue size. This general industry data is collected and prepared for us by Willis Towers Watson.

In 2017, Willis Towers Watson was asked to benchmark the compensation of the Company’s executive officers. In seeking an appropriate peer group, management, the Committee and Willis Towers Watson recognized that there are few publicly-traded companies in the construction materials industry that are close to the Company’s size in terms of annual revenue and market capitalization. Most other publicly-traded construction materials companies are larger than the Company and are companies with which the Company rarely competes. Despite those challenges, management and the Committee agreed on the following peer group for 2017:

 

 

Company

 

 

 

Primary Industry

 

 

 

Primary Segment and GICS Code

 

 

Vulcan Materials Company

 

 

 

Construction Materials

 

 

Stone Materials (15102010)

 

Martin Marietta Materials Inc.

 

 

Construction Materials

 

 

Stone Materials (15102010)

 

MYR Group, Inc.

 

 

Construction and Engineering

 

 

Heavy Construction (20103010)

 

Matrix Service Company

 

 

Oil and Gas Equipment and Services

 

 

Heavy Construction (20103010)

 

Great Lakes Dredge & Dock Corporation

 

 

Construction and Engineering

 

 

Heavy Construction (20103010)

 

Headwaters Incorporated

 

 

Construction Materials

 

 

Stone Materials (15102010)

 

Granite Construction, Inc.

 

 

Construction and Engineering

 

 

Heavy Construction (20103010)

 

Eagle Materials Inc.

 

 

Construction Materials

 

 

Concrete (15102010)

 

U.S. Silica Holdings, Inc.

 

 

Oil and Gas Equipment and Services

 

 

Heavy Construction (20103010)

 

IES Holdings, Inc.

 

 

Construction and Engineering

 

 

Heavy Construction (20103010)

 

Aegion Corporation

 

 

Construction and Engineering

 

 

Heavy Construction (20103010)

 

Summit Materials, Inc.

 

 

Construction Materials

 

 

Stone Materials (15102010)

 

Builders FirstSource, Inc.

 

 

Building Products

 

 

Building Products (20102010)

 

American Woodmark Corp.

 

 

Building Products

 

 

Building Products (20102010)

 

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The Committee believes this group of companies is an appropriate peer group for compensation setting purposes because their revenues, industry and geographic markets are most similar to the Company and provide a reasonable point of reference for comparing like positions and scope of responsibility for purposes of executive compensation. It is the Committee’s view that (i) we compete for executive officers and employees from companies that are represented by this group, and (ii) investors consider the performance of these public companies when deciding to make an investment in the construction materials sector. Among this peer group, the Company ranked near the median in terms of EBITDA.

Given the changing nature of our industry and the construction industry, the Compensation Committee expects that the companies used in the benchmarking process and peer group may vary from year-to-year.

Components of Executive Compensation

 

The primary components of our executive compensation programs are as follows:

 

    Annual Base Salaries. This fixed component of pay is based on an individual’s particular skills, responsibilities, experience and performance. The executive officers, as well as other salaried employees, are eligible for annual increases based on performance, experience and/or changes in job responsibilities.

 

    Annual Cash Bonuses. This variable cash component of pay is based on Company performance, business unit performance, and an individual’s achievement of specified goals measured over a performance period of one year.

 

    Long-Term Equity Incentives. This variable equity component of pay is based on an individual’s compensation grade level. For 2017, we granted awards of restricted stock to all executives and key employees with 60% of the awards vesting annually over a three-year period (time-based vesting) and the remaining 40% vesting upon attainment of specified performance measures (performance-based vesting).

 

    Non-Qualified Deferred Compensation Plan. All executive officers and certain key employees are eligible to participate in a non-qualified deferred compensation plan under which they may defer up to 75% of their base compensation and 75% of their annual incentive compensation. There is no Company match for contributions to the non-qualified deferred compensation plan.

 

    Matching Contributions under our 401(k) Plan. The Company maintains a defined contribution 401(k) plan for employees, including executive officers, meeting various employment requirements. Eligible employees may contribute amounts up to the lesser of 60% of their annual compensation or the maximum amount Internal Revenue Service regulations permit. During 2017, we matched 100% of the first 5% of employee contributions.

 

    Health and Welfare Benefits. All executive officers are eligible to participate in health and welfare benefit programs that are available to substantially all non-union employees which provide for medical, dental, vision, basic life, and disability insurance needs. We do not offer any post-employment retiree health or welfare benefits.

 

    Severance Benefits. We have entered into executive severance agreements with each of our NEOs, which provide the NEOs with varying severance compensation and benefits if their employment is terminated in a qualifying termination.

Departure of Mr. Tusa

 

Effective March 23, 2017, Mr. Tusa resigned as the Company’s Senior Vice President and Chief Financial Officer effective as of July 1, 2017 (the “Separation Date”). In connection with the foregoing, on March 23, 2017, the Company and Mr. Tusa entered into a Separation and Transition Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Tusa provided transition services requested by the Chief Executive Officer of the Company until the Separation Date. In addition, pursuant to Mr. Tusa’s existing agreements with the

Company, Mr. Tusa received the following payments and benefits: (i) continued payment of his current base salary through the Separation Date; (ii) $584,000 in severance payments; (iii) payment of all applicable medical

 

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premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act, for his benefit (and his covered dependents as of the date of his separation, if any) under his current plan election for 18 months following the Separation Date; and (iv) accelerated vesting of 50% of all outstanding and previously unvested restricted stock awards granted to him prior to the Separation Date that would otherwise have vested during the twelve-month period following the Separation Date. All other equity awards, including restricted stock awards, granted to Mr. Tusa that were unvested on the Separation Date were immediately forfeited and cancelled, including 8,550 of 9,500 restricted stock awards granted to him in March 2017. Further, Mr. Tusa executed a general release of claims in favor of the Company and agreed not to compete with the Company or solicit the Company’s customers or employees for a period of one year following the Separation Date. On July 1, 2017, the Company entered into a consulting agreement with Mr. Tusa pursuant to which he was paid $98,254 in consulting fees through September 30, 2017.

Hiring of Mr. Kunz

 

Effective October 2, 2017, we hired Mr. Kunz as our Senior Vice President and Chief Financial Officer (Grade Level 20). To incentivize Mr. Kunz to accept this position, we agreed to (i) pay Mr. Kunz a base salary of $425,000 per year, (ii) grant Mr. Kunz a 2017 target cash bonus opportunity equal to 65% of his base pay, with a maximum cash bonus opportunity equal to 97.5% of his base pay, with a guaranteed non-prorated bonus award of not less than $150,000 for 2017 in light of his foregone bonus opportunity at his former employer, (iii) pay Mr. Kunz a bonus of $200,000 on March 31, 2018 and subject to repayment by Mr. Kunz if he voluntarily leaves the Company prior to October 2, 2018 and (iv) award Mr. Kunz a restricted stock award under the U.S. Concrete, Inc. Long-Term Incentive Plan (the “LTIP”) with a value of $200,000 on the effective date of Mr. Kunz’s employment and to make Mr. Kunz eligible at the next regularly scheduled annual award in 2018 for a grant with an estimated value of $550,000. Based on the Company’s 2017 performance and Mr. Kunz’s individual 2017 performance, Mr. Kunz’s actual cash bonus for 2017 exceeded the $150,000 guaranteed bonus amount.

Analysis of Our 2017 Executive Compensation Program

 

Base Salary

Our Compensation Committee’s general approach is to determine base salaries by evaluating (i) the levels of responsibility, prior experience and breadth of knowledge of the executive, (ii) internal pay equity issues, and (iii) external pay practices. The Committee reviews executive salaries annually based on a variety of factors, including individual scope of responsibility and accountability, individual performance, time with the Company and experience, strategic impact of the position, general levels of market salary increases, retention concerns, peer group data, and our overall financial results. The Committee generally grants salary increases within a pay-for-performance framework. The Committee assesses performance for base salary purposes based on goal accomplishments, with such goals being set by supervisors, or in the case of the Chief Executive Officer, by the Board.

Effective April 1, 2017, salaried employees within the Company received an average of a 3.0% increase in their base salary. Based upon a review of external benchmarking data and assessments of individual performance, Company performance and each NEO’s contribution to the Company’s performance, the NEOs received base salary increases ranging from 0% to 23.3% as shown in the following table. The 2017 base salaries for the NEOs, which became effective April 1, 2017, and the percentage increase from their 2016 base salaries were as follows:

 

 

  Name

 

  

 

2017 Base Salary ($)

 

    

 

Increase (%)

 

 

 

William J. Sandbrook

  

 

 

 

850,000           

 

 

  

 

 

 

—         

 

 

 

Jody Tusa, Jr.

  

 

 

 

365,000           

 

 

  

 

 

 

—         

 

 

 

Ronnie Pruitt

  

 

 

 

450,000           

 

 

  

 

 

 

23.3       

 

 

 

Paul M. Jolas

  

 

 

 

375,000           

 

 

  

 

 

 

7.1       

 

 

 

Niel L. Poulsen

  

 

 

 

340,000           

 

 

  

 

 

 

    (1)

 

 

 

1. Mr. Poulsen was not a named executive officer in 2016.

 

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As a result of the material weakness in our internal control over financial reporting identified in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Material Weakness”), neither Mr. Sandbrook nor Mr. Tusa received an increase in base salary in 2017. The Material Weakness was remediated during 2017.

Annual Cash Bonus — 2017 Annual Incentive Plan

Our Compensation Committee typically awards cash bonuses to executive officers on an annual basis. For 2017, the Committee adopted the 2017 Annual Incentive Plan, a short-term cash incentive plan for all our salaried employees, including all our executive officers. The purpose of the 2017 Plan was to attract, retain, motivate and reward team members for successful Company, business unit and individual performance, with rewards that were commensurate with the level of performance attained. The cash bonus award is intended to be a significant part of an executive officer’s total compensation package subject to the performance of the executive officer.

Performance Metric Selected. Our Compensation Committee periodically reviews the appropriateness of the performance measures used in our incentive plans (including the 2017 Plan), the degree of difficulty in achieving the targets based on these measures, as well as certain strategic and nonfinancial objective criteria. In 2017, the Compensation Committee again selected Total Adjusted EBITDA as the performance measure used for determining whether bonuses would be paid under the 2017 Plan. The Compensation Committee also reviewed the target level of Total Adjusted EBITDA under the 2017 Plan and adjusted it as appropriate to account for strategic acquisitions throughout 2017.

We define Total Adjusted EBITDA as our income (loss) from continuing operations plus the provision (benefit) for income taxes, net interest expense, depreciation, depletion and amortization, derivative gain (loss), (gain) loss on revaluation of contingent consideration, and gain (loss) on extinguishment of debt. Additionally, Total Adjusted EBITDA is adjusted for certain non-recurring or non-cash items. The additional items that are adjusted to determine our 2017 Total Adjusted EBITDA were: non-cash stock compensation expense; corporate officer transition expenses; acquisition-related professional fees; impairment of goodwill and other assets; hurricane-related losses; quarry dredge costs for a specific event; purchase accounting adjustments for inventory; and certain foreign currency losses.

Total Adjusted EBITDA Thresholds. For 2017, the Compensation Committee set the Total Adjusted EBITDA target for the 2017 Plan based on the Company’s 2017 Adjusted EBITDA budget of $210.1 million, which represented a 20.6% increase as compared to the Company’s 2016 Adjusted EBITDA budget under the 2016 Annual Incentive Plan (the “2016 Plan”). The Committee determined that achieving 100% of the Total Adjusted EBITDA budget warranted a payout of 100% of an employee’s individual target bonus award, which was consistent with the 2016 Plan. In 2017, the Committee established Total Adjusted EBITDA target thresholds for an initial payout, target payout and maximum payout at $168.1 million, $210.1 million and $252.1 million, respectively.

Total Adjusted EBITDA below $168.1 million would result in no non-discretionary bonuses being paid under the 2017 Plan. Total Adjusted EBITDA performance between these thresholds would result in bonus payments being made on an interpolated basis.

 

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Bonus Target and Maximum Percentages. Each NEO and participant in the 2017 Plan had a target bonus percentage that was (i) based on their grade level, and (ii) expressed as a percentage of their annual base salary, and could potentially earn amounts under the 2017 Plan that range from $0 (if the threshold Total Adjusted EBITDA performance level was not met) to a designated maximum level, based on performance actually achieved. The grade level and target maximum percentage applicable to each of the NEOs for 2017 were as set forth in the chart below:

 

  Named Executive Officer

 

  

Grade Level     

 

  

 

Target % of
     Base Salary    

 

  

 

Maximum % of    
Base Salary    

 

 

William J. Sandbrook

  

 

21

  

 

110%

  

 

200%

 

John E. Kunz

  

 

20

  

 

65%

  

 

97.5%

 

Jody Tusa, Jr.

  

 

20

  

 

60%

  

 

90%

 

Ronnie Pruitt

  

 

20

  

 

65%

  

 

97.5%

 

Paul M. Jolas

  

 

20

  

 

55%

  

 

82.5%

 

Niel L. Poulsen

  

 

19

  

 

55%

  

 

82.5%

Bonus Award Weighting and Criteria. After the threshold Total Adjusted EBITDA performance is met, the percentage of a NEO’s target bonus available for payout is determined using a formula that includes the following criteria: (i) Total Adjusted EBITDA performance as compared to budget and (ii) the individual’s performance against established individual performance objectives. In addition, for employees with business unit responsibility, the formula also includes the business unit’s Adjusted EBITDA performance as compared to budget. The following describes the weighting of the various criteria in the bonus calculation by NEO:

 

    For Mr. Sandbrook, 80% of the bonus award determination is based on the total Total Adjusted EBITDA performance and 20% is based on the individual’s performance against established individual performance objectives.

 

    For employees in corporate staff positions (including Mr. Kunz, Mr. Pruitt, Mr. Jolas and Mr. Tusa, but excluding Mr. Sandbrook), 75% of the bonus award determination is based on the total Total Adjusted EBITDA performance and 25% is based on the individual’s performance against established individual performance objectives (the “Corporate Staff Weightings”).

 

    For employees with operating region and business unit responsibility (including Mr. Poulsen), 25% of the bonus award determination is based on the total Total Adjusted EBITDA, 50% is based on the operating region and business unit Adjusted EBITDA, and 25% is based on the individual’s performance against established individual performance objectives (the “Business Unit Manager Weightings”).

The following table summarizes for each NEO their target bonus and weighting and target amount by criteria:

 

  Named Executive Officer

 

Target
Percentage of
Base Salary

 

Individual Target
Bonus (Target
Percentage x Base
Salary)

 

Company
Adjusted
EBITDA
Bonus
Weighting and

Target Amount

 

 

Operating Region
and Business
Unit
Adjusted
EBITDA
Weighting and
Target Amount

 

Individual
Goal Factor
Weighting and
Target Amount

 

 

William J. Sandbrook

 

 

 

110%

 

 

 

 

$935,000

 

 

80% ($748,000)

 

0% ($0)

 

20% ($187,000)

 

John E. Kunz

 

 

 

65%

 

 

 

 

$276,250

 

 

75% ($207,188)

 

0% ($0)

 

25% ($69,063)

 

Jody Tusa, Jr.

 

 

 

60%

 

 

 

 

$219,000

 

 

75% ($164,250)

 

0% ($0)

 

25% ($54,750)

 

Ronnie Pruitt

 

 

 

65%

 

 

 

 

$292,500

 

 

75% ($219,375)

 

0% ($0)

 

25% ($73,125)

 

Paul M. Jolas

 

 

 

55%

 

 

 

 

$206,250

 

 

75% ($154,688)

 

0% ($0)

 

25% ($51,563)

 

Niel L. Poulsen

 

 

 

55%

 

 

 

 

$187,000

 

 

25% ($46,750)

 

50% ($93,500)

 

25% ($46,750)

 

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2017 Bonus Awards to Named Executive Officers. The following summarizes the calculation of the 2017 bonus awards paid to the NEOs:

Total Adjusted EBITDA Criteria. Our actual 2017 Total Adjusted EBITDA performance was $202.4 million, which exceeded the initial payout threshold level, resulting in every participant in the 2017 Plan being eligible to receive a bonus award. Because our actual Total Adjusted EBITDA achievement did not exceed 100% of the Total Adjusted EBITDA budget for 2017, NEO bonus awards based on Total Adjusted EBITDA were paid out at 86.0% of their Total Adjusted EBITDA bonus target amount.

Operating Region and Business Unit Adjusted EBITDA Criteria. For Mr. Poulsen, the Southeast operating region and business unit Adjusted EBITDA performance exceeded the target threshold level, resulting in a payout of 89.5% of his target award.

Individual Performance Criteria. The amount of a participant’s available target bonus to be paid out under the individual component was determined by the accomplishment of certain objectives specified for the participant and other individual performance criteria. These performance metrics were established at the beginning of 2017 and included metrics such as goal accomplishment, quality of work, and where appropriate, managerial competence and safety. We do not disclose specific individual performance goals due to the potential for competitive harm.

At the end of the year, the Compensation Committee subjectively reviews the performance of Mr. Sandbrook in achieving his individual goals and awards him from 0% to 200% of his individual goal target bonus amount. Similarly, Mr. Sandbrook subjectively reviews the performance of each of the other NEOs in achieving their individual goals and recommends to the Compensation Committee a bonus award from 0% to 150% of each of their individual target goal amounts.

For 2017, based on these subjective reviews of individual goal performance achievement, the NEOs were awarded the following percentages of their individual goal factor target bonus amount:

 

 

  Name

 

 

Percentage

 

 

Sandbrook

 

 

 

80

 

%

 

Kunz

 

 

 

100

 

%

 

Tusa

 

 

 

 

%

 

Pruitt

 

 

 

65

 

%

 

Jolas

 

 

 

80

 

%

 

Poulsen

 

 

 

70

 

%

The Compensation Committee met in the first quarter of 2018, and pursuant to the 2017 Plan, awarded an annual incentive bonus for each of the NEOs as set forth in the table below:

 

  Named Executive Officer

 

Company Adjusted
EBITDA Bonus
Amount ($)

 

Business Unit
Adjusted EBITDA
Bonus Amount ($)

 

 

Individual
Goal Factor
Bonus
Amount ($)

 

 

Total 2017
Annual
Bonus ($)

 

 

William J. Sandbrook

 

 

 

$643,280

 

 

 

 

—  

 

 

 

 

$149,600

 

 

 

 

$792,880

 

 

John E. Kunz

 

 

 

$178,181

 

 

 

 

—  

 

 

 

 

$  69,063

 

 

 

 

$247,244

 

 

Jody Tusa, Jr.

 

 

 

—  

 

 

 

 

—  

 

 

 

 

—  

 

 

 

 

—  

 

 

Ronnie Pruitt

 

 

 

$188,663

 

 

 

 

—  

 

 

 

 

$  47,166

 

 

 

 

$250,828

 

 

Paul M. Jolas

 

 

 

$133,031

 

 

 

 

—  

 

 

 

 

$  41,250

 

 

 

 

$174,281

 

 

Niel L. Poulsen

 

 

 

$  40,205

 

 

 

 

$83,683

 

 

 

 

$  32,725

 

 

 

 

$156,613

 

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    33


Table of Contents

Compensation Discussion and Analysis

 

2017 Discretionary Cash Bonuses

During 2017, the Compensation Committee awarded a discretionary cash bonus of $15,000 to Mr. Pruitt and of $90,000 to Mr. Poulsen. The discretionary cash bonus paid to Mr. Pruitt was in recognition of his contributions to the Company’s 2017 acquisition strategy. The discretionary cash bonus paid to Mr. Poulsen was in recognition of his enduring Hurricanes Irma and Maria and the resulting aftermath while serving the Company in the U.S. Virgin Islands.

Long-Term Incentive Compensation

We believe that long-term incentive awards help to create and maintain a long-term perspective among executive officers and provides a direct link to our long-term growth and profitability. However, we also understand that equity awards create dilution in our earnings per share and therefore believe that a portion of our long-term incentives should be tied directly to performance. The Committee believes that restricted stock awards (“RSAs”) are the most appropriate forms of equity awards to achieve our stated objectives. RSAs strongly and directly link management and stockholder interests. As a full value award, RSAs are less dilutive to stockholders than stock options since we are able to issue fewer shares in order to attain the desired level of equity compensation for our executive officers and managers.

Under our LTIP, RSAs are granted on an annual basis in amounts that vary by salary grade and role for each executive officer and manager. Generally, the award grants are awarded in the first quarter of the year and are (i) 60% time-based with vesting to occur in equal annual installments over a three-year period beginning on the first anniversary of the date of grant; and (ii) 40% performance-based with performance hurdles that link the equity award to achievement of stockholder value. The Committee believes that restricted shares with a combination of time and performance-based vesting criteria provide a motivating form of incentive compensation, help to align the interests of executives with those of our stockholders, foster employee stock ownership, and contribute to the focus of the management team on increasing value for our stockholders. In addition, the Committee believes the three year time-based vesting period, which is subject to the executive’s continued employment with us, encourages executive retention. Our equity awards are designed to enable the Company to be competitive in an industry and market in which there are very few similarly sized companies.

Based on the foregoing analysis and objectives, the Compensation Committee approved the following structure for the 2017 equity awards:

 

    60% of the number of shares granted consisted of RSAs with time-based vesting. Vesting will occur in equal annual installments over a three-year period beginning on the first anniversary of the date of grant.

 

    40% of the number of shares granted consisted of RSAs with performance-based vesting (the “Performance Shares”). Half of the Performance Shares would vest if the average of the daily volume-weighted average closing share price (the “VWAP”) of our common stock over any period of twenty consecutive trading days (the “VWAP Hurdle”) reached $82.50 or more, within three years from the date of grant. The other half of the Performance Shares would vest if the VWAP Hurdle reached $91.75 or more, within three years of the date of grant. The $82.50 VWAP Hurdle and the $91.75 VWAP Hurdle represented an approximately 9% compound average growth rate over three years (“3 Year CAGR”) and a 13% 3 Year CAGR, respectively, to the 20-day VWAP of the Company’s common stock through and including February 28, 2017, which was $63.66 per share.

 

34    U.S. Concrete, Inc.  |  2018 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

 

On March 1, 2017, the Compensation Committee approved equity awards for the NEOs that were granted effective as of March 1, 2017 based on the following award values and the 20-day VWAP of the Company’s common stock through and including February 28, 2017. The actual number of shares awarded was rounded up to the nearest 100 shares. The value of the awards shown in the 2017 Grants of Plan Based Awards Table differ from the dollar amounts reported below due to the use of a 20-day VWAP to value the shares and the effects of rounding.

 

 

  Name

 

 

2017 RSA Award ($)

 

 

2017 RSA Award (#)

 

 

William J. Sandbrook

 

 

 

1,900,000

 

 

 

 

32,800

 

 

Jody Tusa, Jr.

 

 

 

550,000

 

 

 

 

9,500

 

(1)

 

Ronnie Pruitt

 

 

 

550,000

 

 

 

 

9,500

 

 

Paul M. Jolas

 

 

 

422,000

 

 

 

 

7,300

 

 

Niel L. Poulsen

 

 

 

318,000

 

 

 

 

5,500

 

 

1. Of the 9,500 shares reported for Mr. Tusa, 8,550 shares were forfeited upon his departure from the Company on July 1, 2017.

Perquisites and Other Benefits

Perquisites did not constitute a material portion of the compensation to the NEOs for 2017. However, we do provide payment for the premiums associated with additional term life insurance and whole life insurance for our Chief Executive Officer. Mr. Poulsen and Mr. Pruitt each received a personal auto expense allowance.

We provide our executive officers with the opportunity to participate in our other employee benefits programs. The employee benefits programs in which our executive officers participate (which provide benefits such as medical coverage and group term life insurance protection) are generally the same programs offered to all our salaried employees. These programs are intended to promote the health and financial security of our employees. The programs are provided at competitive market levels to attract, retain and reward employees.

Severance Benefits Pursuant to Executive Severance Agreements

Certain executive officers, including each of our NEOs, entered into executive severance agreements with the Company. Each executive severance agreement provides for severance payments and other benefits following termination of the applicable officer’s employment under various scenarios, as described below. We believe these severance benefits reflect the fact that it may be difficult for such executives to find comparable employment within a short period of time. Each such agreement also contains a confidentiality covenant, requiring the applicable officer to not disclose our confidential information at any time, as well as noncompetition and non-solicitation covenants, which prevent the executive from competing with us or soliciting our customers or employees during employment and for one year after the officer’s employment terminates (subject to extension in the event of a change in control, so that the noncompetition and non-solicitation covenants will extend to cover the number of months post-termination used to determine the severance benefits payable to him). These agreements are described in further detail below under “Potential Payments Upon Termination or Change in Control.”

Deferred Compensation Plan

All executive officers, including our current NEOs, are eligible to participate in our non-qualified deferred compensation plan, under which they may defer up to 75% of their base compensation and up to 75% of their incentive compensation. There is no Company match for contributions to the non-qualified deferred compensation plan.

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    35


Table of Contents

Compensation Discussion and Analysis

 

Compensation Program and Risk Management

Our Compensation Committee has conducted a comprehensive review of our compensation structure from the perspective of enterprise risk management and the design and operation of our executive and employee compensation arrangements generally and has concluded that the risks arising from our compensation policies and overall actual compensation practices for employees are not reasonably likely to have a material adverse effect on our Company. Our compensation program as a whole does not encourage our executives or other employees to take unnecessary and excessive risks or engage in other activities and behavior that threaten the value of the Company or the investments of our stockholders, as evidenced by the following design features that we believe mitigate risk-taking:

 

    Compensation Mix. To encourage appropriate decision making and facilitate the alignment of the interests of our employees with those of the Company and its stockholders, our compensation program is structured to provide an appropriate balance of “fixed” and “variable” or “at risk” compensation. We believe that the allocation of variable compensation between annual cash incentives and long-term equity incentive compensation along with fixed base salaries meets our objectives and affords us the ability to attract, retain and motivate executives by providing predictable fixed income to meet the current living requirements and significant variable compensation opportunities for long-term wealth accumulation.

 

    Base Salaries. While base salary is the only fixed element of compensation that we provide to our executives and other employees, we believe that the amounts paid are sufficient to meet the essential financial needs of these executives and employees. Consequently, our incentive compensation arrangements are intended to reward their performance if, and only to the extent that, the Company and our stockholders also benefit financially from their stewardship.

 

    Annual Incentives. Our annual short-term incentive plan applies to salaried employees at each of our business units. While our annual short-term incentive plan for salaried employees differs from year-to-year, cash bonuses are generally awarded under the plan based on some combination of Company and business unit financial results, and individual and business unit accomplishment of strategic goals, which may include strategic position in the market, improvement in operational efficiencies, development of new products, implementation and utilization of information technology, employee development, accomplishment of various safety goals, and completion of specific transactions or projects. We do not believe that the pursuit of these objectives will lead to behaviors that focus executives on their individual enrichment rather than our long-term welfare, and we believe that the annual bonus plan does not encourage excessive risk taking as the bonus amounts are based on multiple financial and non-financial goals and objectives.

 

    Long-Term Equity Awards. In addition to the strategic focus of our short-term cash bonus plan, our equity compensation program is specifically intended to create a long-term link between the compensation provided to executive officers and other key management personnel and gains realized by our stockholders. Our Compensation Committee uses restricted shares with a combination of performance-based vesting criteria as long-term incentive compensation because, among other reasons, these awards provide a motivating form of incentive compensation, while contributing to the focus of our management team on increasing value for our stockholders. As these awards vest over multiple years, and the vesting of the awards is based generally on continued service with the Company, we believe the awards do not encourage executives to achieve short-term increases in stock price to the detriment of long-term growth.

Clawback Policy

 

To date, our Board of Directors has not adopted a formal clawback policy to recoup incentive based compensation upon the occurrence of a financial restatement, misconduct, or other specified events. However, restricted stock agreements covering grants to our NEOs do include language providing that the award may be canceled and the award recipient may be required to reimburse us for any realized gains to the extent required by applicable law or any clawback policy that we adopt.

 

36    U.S. Concrete, Inc.  |  2018 Proxy Statement


Table of Contents

Compensation Discussion and Analysis

 

Stock Ownership Guidelines

 

In 2016, our Board of Directors adopted stock ownership guidelines that apply to our CEO as well as each of our executive officers under Section 16, including each of our NEOs. Subject to transition periods and other provisions, the guidelines generally require that each officer beneficially hold shares of our stock with a value at least equal to the multiples of his base salary identified below:

 

 

  Position

 

Base Salary Multiple

 

CEO

 

Three Times

 

Section 16 Officers

 

Two Times

All NEOs were in compliance with the guidelines as of December 31, 2017. We also have stock ownership guidelines for our directors, as further described in “Director Compensation.”

Conclusion

 

Based upon its review of our overall executive compensation program, the Compensation Committee believes our executive compensation program, as applied to our executive officers, is appropriate and is necessary to retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance stockholder value. The Committee believes that the total compensation opportunities provided to our executive officers create a commonality of interests and alignment of our long-term interests with those of our stockholders.

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    37


Table of Contents

Report of the Compensation Committee

 

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on the review and discussion with management, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement.

This report is furnished by the Compensation Committee of the Board of Directors as of February 27, 2018.

The Compensation Committee:

Kurt M. Cellar, Chairman

Colin M. Sutherland

Robert M. Rayner

Theodore P. Rossi

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that incorporate future filings, including this proxy statement, in whole or in part, the foregoing report of the Compensation Committee shall not be deemed to be filed with the SEC or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

 

38    U.S. Concrete, Inc.  |  2018 Proxy Statement


Table of Contents

Executive Compensation Tables and Related Disclosure

 

2017, 2016 AND 2015 SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned by our Named Executive Officers in 2017, 2016 and 2015. The titles shown below are their titles as of December 31, 2017.

 

Name and Principal Position

 

 

Year    

 

 

Salary(1)

 

 

Bonus

 

 

Stock
Awards
(2)

 

 

Non-Equity
Incentive Plan
  Compensation
(3)  

 

 

All Other
  Compensation
(4)  

 

 

Total

 

 

William J. Sandbrook

 

 

Vice Chairman, President and

Chief Executive Officer

   

 

 

 

 

2017    

 

 

 

   

 

$

 

 

850,000    

 

 

 

   

 

$

 

 

—     

 

 

 

   

 

$

 

 

1,943,203   

 

 

 

   

 

 

 

 

$792,880

 

 

 

   

 

 

 

 

$  45,580

 

 

 

   

 

$

 

 

3,631,663    

 

 

 

   

 

 

 

 

2016    

 

 

 

   

 

 

 

 

843,750    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

1,883,772   

 

 

 

   

 

 

 

 

651,100

 

 

 

   

 

 

 

 

41,907

 

 

 

   

 

 

 

 

3,420,529    

 

 

 

   

 

 

 

 

2015    

 

 

 

   

 

 

 

 

816,788    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

1,531,823   

 

 

 

   

 

 

 

 

904,200

 

 

 

   

 

 

 

 

39,257

 

 

 

   

 

 

 

 

3,292,068    

 

 

 

 

John E. Kunz(5)

 

 

 

Senior Vice President and

Chief Financial Officer

 

     

 

2017    

 

 

     

 

106,250    

 

 

     

 

—     

 

 

     

 

197,606(6)

 

 

 

     

 

247,244

 

 

     

 

4,289

 

 

     

 

555,389    

 

 

 

Jody Tusa, Jr.(7)

 

 

 

Former Senior Vice President
and Chief Financial Officer

 

   

 

 

 

 

2017    

 

 

 

   

 

 

 

 

182,500    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

562,818(8)

 

 

 

 

   

 

 

 

 

—  

 

 

 

   

 

 

 

 

707,016

 

 

 

   

 

 

 

 

1,452,334    

 

 

 

   

 

 

 

 

2016    

 

 

 

   

 

 

 

 

334,583    

 

 

 

   

 

 

 

 

175,000(9)

 

 

 

 

   

 

 

 

 

390,074   

 

 

 

   

 

 

 

 

160,691

 

 

 

   

 

 

 

 

2,219

 

 

 

   

 

 

 

 

1,062,567    

 

 

 

 

Ronnie Pruitt(10)

 

 

 

Senior Vice President and

Chief Operating Officer

 

   

 

 

 

 

2017    

 

 

 

   

 

 

 

 

428,750    

 

 

 

   

 

 

 

 

15,000   

 

 

 

   

 

 

 

 

562,818   

 

 

 

   

 

 

 

 

250,828

 

 

 

   

 

 

 

 

19,390

 

 

 

   

 

 

 

 

1,276,786    

 

 

 

   

 

 

 

 

2016    

 

 

 

   

 

 

 

 

365,000    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

390,074   

 

 

 

   

 

 

 

 

173,722

 

 

 

   

 

 

 

 

23,707

 

 

 

   

 

 

 

 

952,503    

 

 

 

 

Paul M. Jolas

 

 

Senior Vice President,
General Counsel and
Corporate Secretary

   

 

 

 

 

2017    

 

 

 

   

 

 

 

 

368,750    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

432,481   

 

 

 

   

 

 

 

 

174,281

 

 

 

   

 

 

 

 

13,500

 

 

 

   

 

 

 

 

989,012    

 

 

 

   

 

 

 

 

2016    

 

 

 

   

 

 

 

 

338,750    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

337,747   

 

 

 

   

 

 

 

 

154,700

 

 

 

   

 

 

 

 

13,250

 

 

 

   

 

 

 

 

844,447    

 

 

 

   

 

 

 

 

2015    

 

 

 

   

 

 

 

 

300,850    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

271,198   

 

 

 

   

 

 

 

 

136,793

 

 

 

   

 

 

 

 

10,600

 

 

 

   

 

 

 

 

719,441    

 

 

 

 

Niel L. Poulsen(11)

 

 

 

Executive Vice President —

Southeast Division

 

   

 

 

 

 

2017    

 

 

 

   

 

 

 

 

337,500    

 

 

 

   

 

 

 

 

90,000   

 

 

 

   

 

 

 

 

325,842   

 

 

 

   

 

 

 

 

156,613

 

 

 

   

 

 

 

 

25,500

 

 

 

   

 

 

 

 

935,445    

 

 

 

   

 

 

 

 

2015    

 

 

 

   

 

 

 

 

282,500    

 

 

 

   

 

 

 

 

—     

 

 

 

   

 

 

 

 

184,772   

 

 

 

   

 

 

 

 

190,905

 

 

 

   

 

 

 

 

22,530

 

 

 

   

 

 

 

 

680,707    

 

 

 

 

1. The figures shown in the “Salary” column of this table reflect the amount actually received by the NEO as base salary during a specified year, not the NEO’s annual rate of pay for the applicable year. The rates of pay are most likely higher than amounts shown if an NEO began employment with us during a particular year or if an NEO received a salary increase during the year. Annual pay increases for all executive officers are generally not effective until April of a given year. In addition, an officer’s rate of pay may change over the course of the year due to a change in job title or responsibilities.
2. The amounts shown in the “Stock Awards” column represent the aggregate grant date fair value of awards of restricted stock determined in accordance with ASC 718. We determined the fair market value of a restricted stock award on the grant date using the closing price of our common stock on the Nasdaq stock market on the date of grant. The values shown in this column do not represent the amounts that may eventually be realized by the Named Executive Officers, which are subject to achievement of the time- and performance-based vesting conditions applicable to the awards and the price of our common stock at the time of vesting. See “Note 15. Stock-Based Compensation” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for 2017 for a discussion of our determination of the aggregate grant date fair value of these awards. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture.
3. The amounts in this column reflect the cash bonuses earned under the 2017 Plan and our prior short-term annual cash incentive plans.
4. The amounts in the “All Other Compensation” column for 2017 reflect: (a) matching contributions under our 401(k) plan of $13,500 each for Messrs. Sandbrook, Jolas, Pruitt, Poulsen and Tusa, and $2,656 for Mr. Kunz; (b) additional life insurance premiums paid by us for Mr. Sandbrook in the amount of $32,080; (c) $12,000 to Mr. Poulsen and $5,890 to Mr. Pruitt for auto allowances; (d) $1,633 to Mr. Kunz for his relocation expenses; (e) $584,000 to Mr. Tusa for severance; (f) $98,254 paid to Mr. Tusa for post-separation consulting services and (g) $11,262 for medical premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act for Mr. Tusa and his dependents.
5. Mr. Kunz joined the Company in October 2017.
6. In connection with the hiring of Mr. Kunz in October 2017, Mr. Kunz received an award of restricted shares of the Company’s common stock equal in value to approximately $200,000.
7. Mr. Tusa joined the Company in February 2016 and left the Company in July 2017.
8. Of the $562,818 of stock awards reported, $499,501 were forfeited upon Mr. Tusa’s departure from the Company on July 1, 2017.
9. In connection with the hiring of Mr. Tusa in February 2016, Mr. Tusa received a $175,000 signing bonus.
10. Mr. Pruitt joined the Company in October 2015. No information is reported for Mr. Pruitt for 2015 because he was not a Named Executive Officer in 2015.
11. No information is reported for Mr. Poulsen in 2016 because he was not a Named Executive Officer in 2016.

 

U.S. Concrete, Inc.  |  2018 Proxy Statement    39


Table of Contents

Executive Compensation Tables and Related Disclosure

 

2017 GRANTS OF PLAN-BASED AWARDS TABLE

The following table summarizes the plan-based awards that our Named Executive Officers received or were eligible to receive during 2017. Our Named Executive Officers were eligible to receive all non-equity awards pursuant to the 2017 Plan. All equity awards were granted pursuant to the LTIP.

 

           

 

Estimated Future
Payouts Under Non-
Equity
Incentive Plan
Awards
(1)

 

    

 

Estimated Future
Payouts Under
Equity
Incentive Plan
Awards
(2)

 

    

 

All Other
Stock
Awards:
Number of
Shares of
Stock
(3)
(#)

 

    

Grant Date
Fair Value
of Stock and
Option
Awards
($)

 

 

  Name

 

  

Grant
Date

 

    

Target
($)

 

    

Maximum
($)

 

    

Target (#)

 

       

 

William J. Sandbrook

 

  

 

 

 

 

3/01/2017

 

 

 

 

  

 

 

 

 

935,000

 

 

 

 

  

 

 

 

 

1,700,000

 

 

 

 

  

 

 

 

 

13,120

 

 

 

 

  

 

 

 

 

19,680

 

 

 

 

  

 

 

 

 

1,943,203

 

 

 

 

 

John E. Kunz

 

  

 

 

 

 

10/2/2017

 

 

 

 

  

 

 

 

 

276,250

 

 

 

 

  

 

 

 

 

414,375

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

2,656

 

 

 

 

  

 

 

 

 

197,606

 

 

 

 

 

Ronnie Pruitt

 

  

 

 

 

 

3/01/2017

 

 

 

 

  

 

 

 

 

292,500

 

 

 

 

  

 

 

 

 

438,750

 

 

 

 

  

 

 

 

 

3,800

 

 

 

 

  

 

 

 

 

5,700

 

 

 

 

  

 

 

 

 

562,818

 

 

 

 

 

Paul M. Jolas

 

  

 

 

 

 

3/01/2017

 

 

 

 

  

 

 

 

 

206,250

 

 

 

 

  

 

 

 

 

309,375

 

 

 

 

  

 

 

 

 

2,920

 

 

 

 

  

 

 

 

 

4,380

 

 

 

 

  

 

 

 

 

432,481

 

 

 

 

 

Niel L. Poulsen

 

  

 

 

 

 

3/01/2017

 

 

 

 

  

 

 

 

 

187,000

 

 

 

 

  

 

 

 

 

280,500

 

 

 

 

  

 

 

 

 

2,200

 

 

 

 

  

 

 

 

 

3,300

 

 

 

 

  

 

 

 

 

325,842

 

 

 

 

 

Jody Tusa, Jr.(4)

 

  

 

 

 

 

3/01/2017

 

 

 

 

  

 

 

 

 

219,000

 

 

 

 

  

 

 

 

 

328,500

 

 

 

 

  

 

 

 

 

3,800

 

 

 

 

  

 

 

 

 

5,700

 

 

 

 

  

 

 

 

 

562,818

 

 

 

 

 

1. The Named Executive Officers were eligible to earn annual non-equity incentive compensation under the 2017 Plan based on achievement of certain performance measures, including levels of Company Adjusted EBITDA. The overall Company Adjusted EBITDA for 2017 was below the Company Adjusted EBITDA target under the 2017 Plan. As a result, the Company paid 86.0% of the target amount of non-equity incentive plan awards based on Company Adjusted EBITDA. The actual total bonus amounts paid to Messrs. Sandbrook, Kunz, Pruitt, Jolas, Poulsen and Tusa were $792,880; $247,244; $250,828; $174,281; $156,613 and $0, respectively. The amounts were paid on March 15, 2018. The percentage of base pay for the Named Executive Officers for the target bonus was as follows: Mr. Sandbrook (110%), Mr. Kunz (65%), Mr, Pruitt (65%), Mr. Jolas (55%), Mr. Poulsen (55%) and Mr. Tusa (60%). The percentage of base pay for the Named Executive Officers for the maximum bonus was as follows: Mr. Sandbrook (200%), Mr. Kunz (97.5%), Mr. Pruitt (97.5%), Mr. Jolas (82.5%), Mr. Poulsen (82.5%) and Mr. Tusa (90%).
2. The restricted stock awards reflected in this column were subject to performance-based vesting criteria, but there were no threshold or maximum levels that could be achieved. The performance criteria would either be satisfied at target levels, or the awards would be forfeited in the event that performance was not achieved at target levels.
3. The restricted stock awards reflected in this column were subject to time-based vesting criteria, as described above within Compensation Discussion and Analysis.
4. Of the 9,500 shares reported for Mr. Tusa, 8,550 shares were forfeited upon his departure from the Company on July 1, 2017.

Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

 

Employment Terms

Although we have not entered into any employment agreements with our Named Executive Officers, certain employment terms are included in each of their executive severance agreements, the severance provisions of which are detailed below under “Potential Payments Upon Termination or Change in Control”. Each such agreement specifies the executive’s position, location of employment, monthly base salary and annual paid vacation entitlement.

Equity Compensation Awards

We adopted the U.S. Concrete, Inc. 2010 Management Equity Incentive Plan (“MEIP”) in September 2010. Pursuant to the MEIP, we made awards to employees and directors in the form of stock options, stock appreciation rights, restricted stock, RSUs and other equity or equity-based grants, in addition to grants denominated in cash. On January 23, 2013, we adopted the LTIP, and our stockholders approved the LTIP at our 2013 Annual Meeting. Upon approval of the LTIP, we ceased making awards under the MEIP. However, the MEIP still applies to outstanding awards granted under the MEIP. Under the LTIP, we can grant stock options, stock appreciation rights, restricted stock awards, RSUs, cash awards and performance awards to management, employees, and directors of the Company. In 2017, we granted awards to non-employee directors only under the LTIP. As of December 31, 2017, there were 608,043 shares remaining for future issuance under the LTIP.

 

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Executive Compensation Tables and Related Disclosure

 

Restricted Stock Award Agreements

Pursuant to each restricted stock award agreement issued in accordance with the LTIP, 60% of such shares granted pursuant to an award will vest over three years in equal annual installments from the date of grant and 40% of the number of shares granted pursuant to an award will vest based on both the passage of time and the satisfaction of certain performance criteria, which are more fully described within the Compensation Discussion and Analysis section above. Any portion of the restricted stock awards that are unvested on the date of termination will be forfeited, except that if the executive’s employment is terminated without “cause,” any portion of the restricted stock awards that would have become vested during the six month period following termination will become vested on the date of termination. Additionally, pursuant to the terms of each NEO’s executive severance agreement, upon a “change in control” all outstanding, unvested restricted stock awards will become fully vested. Each of these terms and conditions are described in greater detail in the “Potential Payments Upon Termination or Change in Control” section below.

OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END TABLE

The following table provides information about the number of outstanding equity awards held by our Named Executive Officers at fiscal year-end 2017. The table also includes, where applicable, the value of these awards based on the closing price of our common stock on the Nasdaq on December 29, 2017, which was $83.65 per share. Unless otherwise indicated, the restricted stock awards vest over three years following the grant date. All of the option awards are fully vested.

 

    

 

Stock Awards

 

 
  Name   

Number of
Shares of
Stock That
Have Not
Vested
(#)

 

    

Market Value
of Shares of
Stock That
Have Not
Vested
($)

 

    

 

Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)

 

    

 

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)

 

 

 

William J. Sandbrook

 

 

  

 

 

 

 

10,280

 

 

(1) 

 

  

 

 

 

 

859,922

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

15,840

 

 

(2) 

 

  

 

 

 

 

1,325,016

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

19,680

 

 

(3) 

 

  

 

 

 

 

1,646,232

 

 

 

 

  

 

 

 

 

13,120(4)    

 

 

 

 

  

 

 

 

 

1,097,488    

 

 

 

 

 

John E. Kunz

 

 

  

 

 

 

 

2,656

 

 

(5) 

 

  

 

 

 

 

222,174

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

 

Jody Tusa, Jr.

 

 

  

 

 

 

 

—    

 

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

 

Ronnie Pruitt

 

 

  

 

 

 

 

958

 

 

(6) 

 

  

 

 

 

 

80,137

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

3,280

 

 

(2) 

 

  

 

 

 

 

274,372

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

5,700

 

 

(3) 

 

  

 

 

 

 

476,805

 

 

 

 

  

 

 

 

 

3,800(4)    

 

 

 

 

  

 

 

 

 

317,870    

 

 

 

 

 

Paul M. Jolas

 

 

  

 

 

 

 

1,820

 

 

(1) 

 

  

 

 

 

 

152,243

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

2,840

 

 

(2) 

 

  

 

 

 

 

237,566

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

4,380

 

 

(3) 

 

  

 

 

 

 

366,387

 

 

 

 

  

 

 

 

 

2,920(4)    

 

 

 

 

  

 

 

 

 

244,258    

 

 

 

 

 

Neil L. Poulsen

 

 

  

 

 

 

 

1,240

 

 

(1) 

 

  

 

 

 

 

103,726

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

  

 

 

 

 

2,040

 

 

(2) 

 

  

 

 

 

 

170,646

 

 

 

 

  

 

 

 

 

—          

 

 

 

  

 

 

 

 

—      

 

 

 

    

 

 

 

 

3,300

 

 

(3) 

 

  

 

 

 

 

276,045

 

 

 

 

  

 

 

 

 

2,200(4)    

 

 

 

 

  

 

 

 

 

184,030    

 

 

 

 

 

1. These restricted stock awards were granted on April 1, 2015 pursuant to the LTIP. The shares shown will vest on April 1, 2018.
2. These restricted stock awards were granted on March 1, 2016 pursuant to the LTIP. The shares shown will vest in two equal, annual installments on March 1, 2018 and 2019.

 

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Executive Compensation Tables and Related Disclosure

 

3. These restricted stock awards were granted on March 1, 2017 pursuant to the LTIP. The shares shown will vest in three equal, annual installments over a three year period beginning on the first anniversary of the date of grant.
4. These restricted stock awards were granted on March 1, 2017 pursuant to the LTIP. Half of the shares shown would vest if the average daily volume-weighted average share price of our common stock over any period of 20 consecutive trading days reached $82.50 or more, within three years from the date of grant, and the remaining half would vest if the average daily volume-weighted average share price of our common stock over any period of 20 consecutive trading days reached $91.75 or more within three years from the date of grant.
5. These restricted stock awards were granted on October 2, 2017 pursuant to the LTIP. The shares shown will vest in three equal, annual installments over a three-year period beginning on the first anniversary of the date of grant.
6. This restricted stock award was granted on October 26, 2015 pursuant to the LTIP. The shares shown will vest on October 26, 2018.

2017 OPTION EXERCISES AND STOCK VESTED TABLE

The following table summarizes the vesting of stock awards held by our Named Executive Officers during 2017. None of our Named Executive Officers exercised stock options in 2017.

 

    

 

Stock Awards

 

 

 

  Name

 

  

 

Number of Shares
Acquired on Vesting
(#)

 

    

 

Value Realized
on Vesting
($)

 

 

 

William J. Sandbrook

 

  

 

 

 

 

32,027

 

 

 

 

  

 

 

 

 

2,256,436

 

 

 

 

 

John E. Kunz

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

Jody Tusa, Jr.

 

  

 

 

 

 

5,050

 

 

 

 

  

 

 

 

 

375,358

 

 

 

 

 

Ronnie Pruitt

 

  

 

 

 

 

4,239

 

 

 

 

  

 

 

 

 

312,085

 

 

 

 

 

Paul M. Jolas

 

  

 

 

 

 

6,080

 

 

 

 

  

 

 

 

 

413,764

 

 

 

 

 

Neil L. Poulsen

 

  

 

 

 

 

4,600

 

 

 

 

  

 

 

 

 

312,230

 

 

 

 

PENSION BENEFITS

We do not maintain any defined benefit pension plans that provide for payments or other benefits at, following, or in connection with the retirement of any of our Named Executive Officers.

NONQUALIFIED DEFERRED COMPENSATION TABLE

The following table sets forth contributions by the Named Executive Officers to the U.S. Concrete, Inc. Deferred Compensation Plan (the “Plan”) during 2017.

 

 

  Name

 

  

 

Executive
Contributions
in Last FY
($)

 

    

 

Aggregate
Earnings
(Losses)
in Last FY
($)

 

    

 

Aggregate
Balance at
Last FYE
($)

 

 

 

William J. Sandbrook

 

  

 

 

 

 

34,109

 

 

 

 

  

 

 

 

 

20,449

 

 

 

 

  

 

 

 

 

159,003

 

 

 

 

 

John E. Kunz

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

Jody Tusa, Jr.

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

Ronnie Pruitt

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

Paul M. Jolas

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

  

 

 

 

 

—  

 

 

 

 

 

Neil L. Poulsen

 

  

 

 

 

 

19,840

 

 

 

 

  

 

 

 

 

11,483

 

 

 

 

  

 

 

 

 

85,928

 

 

 

 

The Plan is unfunded and our obligations are general unsecured obligations. Under the Plan, we are obligated to pay deferred compensation in the future to eligible participants from our general assets, although we may establish a trust to hold amounts which we may use to satisfy Plan distributions from time to time.

Pursuant to the Plan, a select group of management employees at a Grade 16 or higher, including each of the Named Executive Officers, are eligible to participate by making an irrevocable election to defer up to 75% of the participant’s annual base salary, as well as 75% of any annual bonus award. Participants are 100% vested at all times in their account within the Plan. We do not provide any matching or discretionary contributions to the Plan on any participant’s behalf.

 

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Executive Compensation Tables and Related Disclosure

 

Payment of Plan accounts may occur in lump sum payments upon a participant’s separation from service for any reason. We require a six month delay in the payment of Plan benefits if the participant is a “specified employee” pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, at the time of his or her separation from service, and an earlier payment would result in the imposition of an excise tax on the participant if the amounts were received at the time of his or her separation. Earlier withdrawals may occur if the participant incurs an unforeseeable emergency, which is generally defined as a severe financial hardship of the participant that results from an illness or an accident of the participant or a participant’s spouse or dependent, a loss of property, or a similar extraordinary and unforeseeable circumstance that is beyond the participant’s control.

The participant will choose how his or her Plan accounts are deemed to be invested from a list of investment options provided to him or her by the Plan administrator. For 2017, the investment options were identical to those under our 401(k) plan, except for one investment option in our 401(k) plan that is not permitted in a nonqualified deferred compensation plan and one investment option in the deferred compensation plan that is similar to an investment option in the 401(k) plan.

2017 PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Sandbrook, our Chief Executive Officer (our “CEO”):

For 2017, our last completed fiscal year:

 

    the median of the annual total compensation of all our employees (other than our CEO) was $73,034; and

 

    the annual total compensation of our CEO was $3,631,663.

Based on this information, for 2017, the ratio of the annual total compensation of Mr. Sandbrook, our CEO, to the median of the annual total compensation of all employees was 49.73

We selected December 31, 2017 (the “determination date”), which is within the last three months of 2017, as the date upon which we would identify the “median employee.”

We identified the median employee by examining the total earnings, as reported on the Form W-2 for 2017, of each individual other than the CEO who was employed by us on the determination date. We included all employees, whether employed on a full-time, part-time, on a leave of absence, or seasonal basis, with the exception of independent contractors/leased employees whose compensation is determined by unaffiliated third parties, 66 employees employed in the U.S. Virgin Islands (which account for less than 5% of the Company’s total workforce), and all of the employees (approximately 136) of certain businesses acquired by us in 2017. The number of employees of certain business acquired by us, includes those employees acquired in connection with the acquisition of the assets of Corbett Aggregate Companies, LLC. located in Quinton, New Jersey; Harbor Ready-Mix located in Redwood City, California; A-1 Materials, Inc. and L.C. Frey Company, Inc. located in San Carlos, California; and Action Supply Co., Inc. located in Philadelphia, Pennsylvania and the outstanding common stock of Polaris Materials Corporation located in Vancouver, British Columbia, Canada.

With respect to employees who were either hired during the year or worked less than a full year, we annualized salaries of salaried employees and annualized the compensation of hourly employees based on their hourly compensation rate and 2,080 hours worked with no overtime. Other than the foregoing, we did not make any assumptions, adjustments, or estimates with respect to total W-2 earnings. We believe the use of total W-2 earnings for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees.

 

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Executive Compensation Tables and Related Disclosure

 

Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $73,034. The median employee’s annual total compensation during 2017 consisted of his gross annual wages and the matching contribution we made on his behalf under the 401(k) plan in 2017.

With respect to the annual total compensation of our CEO, in accordance with Item 402(u) of Regulation S-K, we included the amount reported for Mr. Sandbrook in the “Total” column for 2017 in the Summary Compensation Table included in this proxy statement.

 

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Potential Payments upon Termination or Change in Control

 

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Severance Benefits Pursuant to Executive Severance Agreements

Certain executive officers, including each of our Named Executive Officers, entered into executive severance agreements with us. Each executive severance agreement provides for severance payments and other benefits following termination of the applicable officer’s employment under various scenarios, as described below. We believe these severance benefits reflect the fact that it may be difficult for such employees to find comparable employment within a short period of time. Each such agreement also contains a confidentiality covenant, requiring the applicable officer to not disclose our confidential information at any time, as well as noncompetition and non-solicitation covenants, which prevent the executive from competing with us or soliciting our customers or employees during the executive officer’s employment and for one year after the officer’s employment terminates (subject to extension in the event of a change in control, so that the noncompetition and non-solicitation covenants will extend to cover the number of months post-termination used to determine the severance benefits payable (as described below)).

In the case of a termination of the applicable officer’s employment (that is not in connection with a “change in control”) either by us without “cause” or by the officer for “good cause” (each term as defined below), the officer would generally be entitled to the following severance benefits:

 

    a lump-sum payment in cash equal to the officer’s monthly base salary in effect on the date of termination multiplied by 24 in the case of Mr. Sandbrook and multiplied by 12 in the case of all other applicable officers, including Messrs. Kunz, Pruitt, Jolas and Poulsen;

 

    a lump-sum payment in cash equal to the amount of the officer’s target bonus for the bonus year in which the termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the termination;

 

    payment of all applicable medical continuation premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, for the benefit of the officer (and his covered dependents as of the date of his termination, if any) under his then-current plan election for 18 months after termination;

 

    a lump-sum payment in cash equal to the value of the officer’s accrued but unpaid salary through the date of such termination, plus the officer’s unused vacation days earned for the year prior to the year in which the termination occurs and a pro rata portion of the vacation days earned for the year in which the termination occurs; and

 

    (a) in the case of Mr. Sandbrook, a pro rata portion of all outstanding and previously unvested stock options, restricted stock awards, restricted stock units and similar awards granted to the officer by us prior to the date of termination (the “Unvested Awards”) that would otherwise have vested during the six-month period following the date of termination if such termination had not occurred will become vested and exercisable (as applicable), and vested stock options will remain exercisable until the earlier of (1) the expiration of the twelve-month period following termination, and (2) the expiration date of the original term of the applicable stock option; and (b) in the case of certain officers, including Messrs. Kunz, Pruitt, Jolas and Poulsen, fifty percent of all Unvested Awards that would otherwise have vested during the twelve month period following the date of involuntary termination shall immediately vest upon the date of termination.

Our senior management and other employees have made significant contributions to us over the past several years, and we believe that it is important to protect them in the event of a change in control. Further, it is our belief that the interests of our senior management should be aligned with our stockholders, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of our stockholders generally, but that may result in loss of employment for an individual Named Executive Officer.

 

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Potential Payments upon Termination or Change in Control

 

In the event there is a change in control and within one year thereafter the officer’s employment is terminated by us without cause or by the officer for good cause, the officer would generally be entitled to the following severance benefits:

 

    a lump sum payment in cash equal to: (a) the sum of (1) the officer’s monthly base salary in effect on the termination date multiplied by 12, and (2) the amount of the officer’s full target bonus for the bonus year in which termination occurs, multiplied by (b) in the case of Mr. Sandbrook, 2.5, and in the case of Messrs. Kunz, Pruitt, Jolas and Poulsen, 2.0;

 

    a lump-sum payment in cash equal to the value of the officer’s accrued but unpaid salary through the date of such termination, plus the officer’s unused vacation days earned for the year prior to the year in which the termination occurs and a pro rata portion of the vacation days earned for the year in which the termination occurs;

 

    payment of all applicable medical continuation premiums for continuation coverage under COBRA for the benefit of the officer (and his covered dependents as of the date of his termination, if any) under his then-current plan election for 18 months after termination; and

 

    all Unvested Awards shall become fully vested.

In the case of termination by reason of the officer’s death or long-term/permanent disability, the officer or his heirs would be entitled to substantially the same benefits as outlined above for a termination by us without cause or by the officer for good cause in the absence of a change in control, except that any Unvested Awards would not become vested, but instead would terminate immediately, with the exception of any unvested restricted stock units which would immediately vest.

In the case of a termination of the applicable officer’s employment either by us for cause or by the officer without good cause, the officer would be entitled to payments for his accrued but unpaid pro rata monthly base salary and unused vacation, in each case through the date of termination, but all Unvested Awards would be canceled. Also, in the case of a termination by us for cause, all vested stock options held by the officer would remain exercisable for a period of up to 90 days, after which they would expire.

We may be required to reduce the amount of the payments due to Messrs. Sandbrook, Kunz, Pruitt, Jolas and Poulsen in certain situations. Their executive severance agreements provide that in the event that any payment or distribution to such individual would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, and the aggregate amount of all payments that would be subject to the excise tax reduced by all federal, state and local taxes applicable thereto, including the excise tax, is less than the amount such individual would receive, after all such applicable taxes, if such individual received payments equal to an amount which is $1.00 less than three times such individual’s “base amount,” as defined in and determined under Section 280G of the Internal Revenue Code, then, such payments shall be reduced or eliminated to the extent necessary so that the aggregate payments received by such individual will not be subject to the excise tax. In no event, however, will we provide them with a tax gross-up payment or other tax assistance payment in the event that an excise tax is imposed upon the executive officer under Section 4999 of the Internal Revenue Code. Under each executive severance agreement, we would have “cause” to terminate the applicable officer’s employment in the event of:

 

    the officer’s gross negligence, willful misconduct or willful neglect in the performance of his material duties and services to us;

 

    the officer’s final conviction of a felony by a trial court, or his entry of a plea of nolo contendere to a felony charge;

 

    any criminal indictment of the officer relating to an event or occurrence for which he was directly responsible which, in the business judgment of a majority of our Board of Directors, exposes us to ridicule, shame or business or financial risk; or

 

    a material breach by the officer of any material provision of the executive severance agreement.

On the other hand, the officer generally would have “good cause” to terminate his employment if there is:

 

    a material diminution in his then-current monthly base salary;

 

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Potential Payments upon Termination or Change in Control

 

 

    a material change in the location of his principal place of employment by us;

 

    any material diminution in his current position or any title or position to which he has been promoted;

 

    any material diminution of his authority, duties or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to his current position or any title or position to which he has been promoted (provided, however, that if at any time he ceases to have such duties and responsibilities because we cease to have any securities registered under Section 12 of the Exchange Act or cease to be required to file reports under Section 15(d) of the Exchange Act, then the officer’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly traded company duties and responsibilities);

 

    any material breach by us of any material provision of the executive severance agreement, including any failure by us to pay any amount due under the executive severance agreement; or

 

    with respect to Mr. Sandbrook, any restructuring of his direct reporting relationship within our Company.

Under each executive severance agreement, a “change in control” will be deemed to have occurred on the earliest of any of the following dates:

 

    the date we merge or consolidate with any other person or entity, and our voting securities outstanding immediately prior to such merger or consolidation do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power of our voting securities or such surviving entity outstanding immediately after such merger or consolidation;

 

    the date we sell all or substantially all of our assets to any other person or entity;

 

    the date we dissolve;

 

    the date any person or entity together with its affiliates becomes, directly or indirectly, the beneficial owner of voting securities representing more than 50% of the total voting power of all of our then outstanding voting securities; or

 

    the date the individuals who constituted the non-employee members of our Board of Directors (the “Incumbent Board”) as of the effective date of the agreement cease for any reason to constitute at least a majority of the non-employee members of our Board, provided that, for purposes of this clause, any person becoming a director whose election or nomination for election by our stockholders was approved by a vote of at least 80% of the directors comprising the Incumbent Board then still in office (or whose election or nomination was previously so approved) will be considered as though such person were a member of the Incumbent Board;

provided, however, a “change in control” shall not be deemed to have occurred in connection with our bankruptcy or insolvency or any transaction in connection therewith.

Based on a hypothetical termination date of December 31, 2017, for each of our Named Executive Officers who were employed by us on December 31, 2017, the severance benefits for those Named Executive Officers due to a termination either by us without “cause” or by the officer for “good cause” in the absence of a change in control pursuant to the terms of the executive severance agreements would have been as follows:

 

  Name    Total Base
Salary
(1)
     Target Bonus      Healthcare and
Insurance
Benefits
(2)
   FMV of
Accelerated
Vesting
     Total(3)  

 

William J. Sandbrook

 

  

 

 

 

 

$1,700,000

 

 

 

 

  

 

 

 

 

$935,000

 

 

 

 

  

 

$  9,912

 

  

 

 

 

 

$2,071,174

 

 

 

 

  

 

 

 

 

$4,716,086

 

 

 

 

 

John E. Kunz

 

  

 

 

 

 

425,000

 

 

 

 

  

 

 

 

 

276,250

 

 

 

 

  

 

31,712

 

  

 

 

 

 

37,057

 

 

 

 

  

 

 

 

 

770,019

 

 

 

 

 

Ronnie Pruitt

 

  

 

 

 

 

450,000

 

 

 

 

  

 

 

 

 

292,500

 

 

 

 

  

 

36,032

 

  

 

 

 

 

188,129

 

 

 

 

  

 

 

 

 

966,661

 

 

 

 

 

Paul M. Jolas

 

  

 

 

 

 

375,000

 

 

 

 

  

 

 

 

 

206,250

 

 

 

 

  

 

31,712

 

  

 

 

 

 

196,578

 

 

 

 

  

 

 

 

 

809,540

 

 

 

 

 

Niel L. Poulsen

 

  

 

 

 

 

340,000

 

 

 

 

  

 

 

 

 

187,000

 

 

 

 

  

 

24,672

 

  

 

 

 

 

140,532

 

 

 

 

  

 

 

 

 

692,204

 

 

 

 

 

U.S. Concr