Investor Relations
Corporate Governance
Committees | Documents |
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Audit Committee Charter |
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Compensation Committee Charter |
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Nominating and Corporate Governance Committee Charter |
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Code of Ethics | Documents |
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For Chief Executive Officer and Senior Financial Officers |
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Code of Ethics and Business Conduct | Documents |
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This Code of Business Ethics is intended to serve as a guide to the conduct expected of our directors, officers, and employees |
Corporate Governance Guidelines | Documents |
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The operating rules and principles for the Board's operations |
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Stock Ownership Guidelines | Documents |
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Committee Composition
Independent Director | Audit Committee | Compensation Committee | Nominating and Governance Committee | |
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Susan M. Ball | Independent Director | Audit Committee | ||
Kurt M. Cellar | Independent Director | Nominating and Governance Committee | ||
Michael D. Lundin | Independent Director | Audit Committee | Nominating and Governance Committee | |
Rajan C. Penkar | Independent Director | Audit Committee | Compensation Committee | |
Theodore P. Rossi | Independent Director | Compensation Committee | Nominating and Governance Committee | |
Colin M. Sutherland | Independent Director | Audit Committee | Compensation Committee |
= Audit Committee Financial Expert
Board of Directors |
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Chairman
Business Experience: In March 2019, Mr. Lundin was named Chairman of the Board of Directors of Tidewater Transportation & Terminals, a multi-commodity transportation and terminal company serving the Pacific Northwest. Since January 2019, Mr. Lundin has served as an operating advisor to Upper Bay Infrastructure Partners, a private investment firm focused on North American infrastructure investments. From June 2008 to July 2018, Mr. Lundin 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 was an Operating Executive and Partner. 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. During the past five years, Mr. Lundin served as a director of Great Lakes Calcium, Rand Logistics and 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.
Current and Past Company Directorships: Mr. Lundin also serves as the non-executive Chairman of Omni Max International, Inc., Tidewater Transportation and Terminals and iGPS Logistics, Inc. Mr. Lundin has also 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.
Business Experience: Since December 2018, Ms. Ball has served as Chief Financial Officer, Executive Vice President and Treasurer of Team, Inc. (NYSE: TISI). Until May 2018, she served as Executive Vice President, Chief Financial Officer and Treasurer of CVR Energy, Inc. (NYSE: CVI), the general partner of CVR Refining, and the general partner of CVR Partners. She previously served as Chief Financial Officer and Treasurer of CVR Energy, Inc. and CVR Partners’ general partner from August 2012 to December 2017. She also previously served as Vice-President, Chief Accounting Officer and Assistant Treasurer of CVR Energy, Inc. and the general partner of CVR Partners from October 2007 to July 2012 and as Vice President, Chief Accounting Officer and Assistant Treasurer for Coffeyville Resources, LLC from May 2006 to September 2007.
In addition, Ms. Ball served as the Chief Financial Officer and Treasurer of CVR Refining’s general partner from September 2012 to December 2017. Ms. Ball has more than 30 years of experience in the accounting industry, with more than 12 years serving clients in the public accounting industry. Prior to joining CVR Energy, Inc., she served as a Tax Managing Director with KPMG LLP, where she was responsible for all aspects of federal and state income tax compliance and tax consulting, which included a significant amount of mergers and acquisitions work on behalf of her clients. Also, Ms. Ball holds a Certified Public Accountant certificate.
Education: Ms. Ball received a Bachelor of Science in Business Administration from Missouri Western State University.
Qualifications: Our Board of Directors concluded that Ms. Ball’s executive experience and strong finance, accounting and tax background qualified her to serve as one of the Company’s directors.
Business Experience: Since January 2008, Mr. Cellar has been a consultant and board member at 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.
Education: Mr. Cellar has a B.A. in Economics/Business from the University of California, Los Angeles and a Master of Business Administration from the Wharton School of Business. Mr. Cellar is a former Chartered Financial Analyst.
Current Company Directorships: Mr. Cellar is currently the Lead Independent Director of American Banknote Corporation where he is also Chairman of its Strategic Committee as well as Chairman of its Audit Committee. Mr. Cellar also currently serves as a director of Six Flags Entertainment (NYSE: SIX) as well as Chairman of its Audit Committee and as a member of its Nominating and Governance Committee.
Past Company Directorships: During the past five years, Mr. Cellar served as a director of Hawaiian Telecom, Inc. and 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.
Business Experience: Since June 2011, Mr. Penkar has served as the President and founder of Supply Chain Advisory Services, LLC, providing supply chain design and optimization services to retailers. From September 2011 to May 2014, Mr. Penkar served as Senior Vice President and President, Supply Chain for Sears Holding Corporation, an integrated retailer. In this position, Mr. Penkar was accountable for all aspects of the supply chain including global sourcing, distribution and fulfillment, global transportation, inventory management, and inside-the-home delivery and installation of appliances and big-ticket merchandise. Mr. Penkar led the acquisition and implementation of advanced cloud-based routing and scheduling technology for the home delivery operation, significantly improving the customer experience and operational performance. Based on these improvements, Mr. Penkar incubated and launched Innovel, a third-party logistics organization for big ticket home delivery for other retailers. From July 1987 to September 2011, Mr. Penkar held various positions of increasing responsibility with United Parcel Service, Inc. (“UPS”), most recently serving as President, UPS Customer Solutions. In this role, Mr. Penkar and his team engaged with UPS customers across all industries and geographies providing supply chain design and optimization services, and a key point of competitive differentiation for UPS. Mr. Penkar had P&L responsibility for UPS Professional Services, a consulting organization, and two UPS software subsidiaries, ConnectShip and iShip, providing cloud and server-based multi-carrier shipping systems for carrier compliant labels, documentation, electronic manifesting, and data analytics. At UPS, Mr. Penkar was a Senior Executive at UPS Supply Chain Solutions, leading substantial growth through acquisition integration and solutions development, building UPS capabilities in third-party logistics, air and ocean freight forwarding, and service parts logistics. Early in his UPS career, Mr. Penkar was a key contributor to the digitization of UPS services, leading the development of the Delivery Information Acquisition Device for delivery data capture, the two-dimensional MaxiCode for high speed automated sortation, and barcode readers for package tracking and visibility. Previously, Mr. Penkar served as a Senior Member - Technical Staff at Unimation, a robotics company, and Electronic Associates, Inc., a developer of power plant simulators.
Education: Mr. Penkar holds a Master of Science in mechanical engineering from Syracuse University, and a BTech in mechanical engineering from the Indian Institute of Technology, Bombay. Mr. Penkar also earned a graduate level certificate in Computer Engineering from the Stevens Institute of Technology. Mr. Penkar is the recipient of 14 patents in robotics, automation, and supply chain processes.
Current Company Directorships: Mr. Penkar serves on the board of TravelCenters of America (Nasdaq:TA) as an independent director and is a member of their audit, compensation, and nomination and governance committees.
Qualifications: Our Board of Directors concluded that Mr. Penkar is well-qualified to serve as one of our directors based on his experience as an executive officer, his financial and technology expertise and his extensive experience in supply chain design and optimization.
Business Experience: Mr. Pruitt has served as our President and Chief Executive Officer since April 3, 2020. From April 2019 until April 2020, Mr. Pruitt served as our President and Chief Operating Officer and as our Senior Vice President and Chief Operating Officer from October 2015 until April 2019. From October 2015 until April 2019, Mr. Pruitt served as our Senior Vice President and Chief Operating Officer. From July 2014 to October 2015, Mr. Pruitt served as the Vice President of Cement Sales of Martin Marietta Materials, Inc. (NYSE: MLM), and from January 1995 to July 2014 he was with Texas Industries, Inc. (which was acquired by Martin Marietta in 2014) in various positions, most recently as Vice President of Cement Operations. Mr. Pruitt has served as President of the Board of Directors of Cement Council of Texas and Chairman of the Paving Committee for the Portland Cement Association.
Education: Mr. Pruitt is a 1993 graduate of the University of Texas-Arlington.
Qualifications: Our Board of Directors concluded that Mr. Pruitt is well-qualified to serve as one of our directors based on his significant experience in the building materials industry and as an executive officer of the Company.
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.
Business Experience: Mr. Sandbrook served as Chairman of the Board from May 2018 until April 2020 and as our Chief Executive Officer from August 2011 until April 3, 2020. From August 2011 until April 2019, Mr. Sandbrook served as the Company's President and from September 2017 until May 2018 as Vice Chairman of the Board. 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. Additionally, 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. In March 2018, Mr. Sandbrook was inducted into the Pit & Quarry Magazine’s Hall of Fame. In March 2019, he assumed the duties of Chairman of the National Ready-Mix Concrete Association.
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.
Current Company Directorships: In May 2018, Mr. Sandbrook joined the Board of Comfort Systems USA, Inc. (NYSE: FIX) and currently sits on both its Audit and Compensation Committees.
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.
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 31 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.