2018 Guide to Effective Proxies

2.4 Proxy summary | 97 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES U.S. CONCRETE, INC. ProxySummary LEARN MORE ABOUT OUR COMPANY YoucanlearnmoreaboutourCompany,viewourgovernancematerialsandmuchmorebyvisitingourwebsiteat www.us-concrete.comunderInvestorRelations. Pleasealsovisitwww.proxydocs.com/USCRtoaccesstheCompany’sNoticeofAnnualMeetingofStockholders, ProxyStatementand2017AnnualReport. U.S.Concrete,Inc. | 2018 Proxy Statement 3 Total of 04 pages in section ProxySummary DIRECTOR NOMINEES Informationabouteachdirectornominee’sexperience,qualifications,attributesandskillscanbefoundbeginning onpage5. NOMINEE AGE DIRECTOR SINCE POSITION(S)HELD INDE- PENDENT AC CC NCG WilliamJ.Sandbrook 60 2011 ViceChairmanoftheBoard,President andChiefExecutiveOfficer KurtM.Cellar 48 2010 Director X C X MichaelD.Lundin 58 2010 LeadDirector X C X RobertM.Rayner 71 2010 Director X X X ColinM.Sutherland 62 2010 Director X X X X TheodoreP.Rossi 67 2011 Director X X X NumberofMeetingsin2017 10 2 5 AC AuditCommittee CC CompensationCommittee NCG NominatingandCorporate GovernanceCommittee C Chairperson EXECUTIVE COMPENSATION HIGHLIGHTS Setforthbelowisthe2017compensationforeachNamedExecutiveOfficerasdeterminedunderSecuritiesand ExchangeCommission(“SEC”)rules.Seethe2017,2016and2015SummaryCompensationTableandthe accompanyingnotestothetablebeginningonpage39formoreinformation. NameandPrincipalPosition Year Salary Bonus Stock Awards Non-Equity IncentivePlan Compensation AllOther Compensation Total WilliamJ.Sandbrook ViceChairman,Presidentand ChiefExecutiveOfficer 2017 $850,000 $ — $1,943,203 $792,880 $45,580 $3,631,663 JohnE.Kunz SeniorVicePresidentand ChiefFinancialOfficer 2017 106,250 — 197,606 247,244 4,289 555,389 RonniePruitt SeniorVicePresidentand ChiefOperatingOfficer 2017 428,750 15,000 562,818 250,828 19,390 1,276,786 PaulM.Jolas SeniorVicePresident,General CounselandCorporateSecretary 2017 368,750 — 432,481 174,281 13,500 989,012 NielL.Poulsen ExecutiveVicePresident— SoutheastDivision 2017 337,500 90,000 325,842 156,613 25,500 935,445 JodyTusa,Jr. FormerSeniorVicePresident andChiefFinancialOfficer 2017 182,500 — 562,818 (1) — 707,016 1,452,334 1. Ofthe$562,818ofstockawardsreported,$499,501wereforfeiteduponMr.Tusa’sdeparturefromtheCompanyonJuly1,2017. QUESTIONS AND ANSWERS AND OTHER INFORMATION PleaseseeQuestionsandAnswersabouttheMeetingandVotingbeginningonpage59and“OtherInformation” beginningonpage57forimportantinformationabouttheproxymaterials,voting,theannualmeeting,Company documents,communicationsandthedeadlinestosubmitstockholderproposalsanddirectornomineesforthe 2019AnnualMeetingofStockholders.Additionalquestionsmaybedirectedbyphonebycalling(817)835-4105. 2 U.S.Concrete,Inc. | 2018 Proxy Statement Proxy Summary PROXY SUMMARY Thissummary highlightsinformation containedelsewhereinthe proxy statement. Thissummary doesnot contain allof the information that you shouldconsider, andyou shouldread the entire proxy statement before voting. For more complete information regardingthe Company’s2017performance, pleasereviewthe Company’sAnnual Report on Form 10-K for the year endedDecember 31, 2017. VOTING MATTERS AND BOARD RECOMMENDATIONS PROPOSAL BOARDVOTING RECOMMENDATION PAGE REFERENCE 1. Electionof directors FOR EACH NOMINEE 4 2. Ratificationof appointmentof independentregistered publicaccountingfirm FOR 53 3. Advisoryvote on executivecompensation FOR 56 2017 PERFORMANCE HIGHLIGHTS CONSOLIDATED REVENUE $1.34 BILLION 14.4% increase year-over-year INCOMEFROM CONTINUINGOPERATIONS $26.3 MILLION Comparedto incomefrom continuingoperationsof $9.6 millionin2016. TOTALADJUSTED EBITDA 1 $192.3 MILLION 20.3% increase year-over-year NETCASHPROVIDEDBY OPERATINGACTIVITIES $94.8 MILLION AdjustedFree CashFlow 1 $55.6 MILLION 1. AdjustedEBITDAandAdjustedFree CashFloware non-GAAPfinancialmeasures. Pleaserefer to AppendixA for reconciliationsandother information. CORPORATE GOVERNANCE HIGHLIGHTS We are committed to goodcorporate governance,whichpromotes the long-term interests of stockholders, strengthens Boardandmanagement accountabilityandhelpsbuildpublictrust inthe Company. Thesection entitled“Information Concerningthe Boardof Directors andCommittees” beginningon page9 describesour corporate governanceframework, whichincludesthe followinghighlights: + Annualelectionof directors + 5 of our 6 director nominees are independent + ComprehensiveCodeof EthicsandBusinessConduct andCorporate Governance Guidelines + Frequent executivesessions of the Boardwithout management + ChairmanandLead IndependentDirector Positions + CompensationCommittee participationinexecutive successionplanning + Directors electedby majority vote + RegularBoard, Committee andDirector Evaluations + BoardandCommittee review of strategic, operationaland compliancerisks + Ethicsandcorporate compliancehotline + Ethicsandcorporate complianceprogram + Stock ownershipguidelines for Directors andOfficers U.S. Concrete, Inc. | 2018 Proxy Statement 1 VERA BRADLEY, INC. PROXYSUMMARY EXECUTIVE COMPENSATION Sound program design. We designed our executive officer compensation programs to attract, motivate and retain the key executives who drive our success. Pay that reflects performance and alignment with the interests of long-term shareholdersarekeyprinciples.Weachieveourobjectives throughcompensationthat: ❖ providesacompetitivetotalpayopportunity, ❖ links a significant portion of total compensation to performance that we believe will create long-term shareholdervalue, ❖ enhances retention by subjecting a meaningful portion oftotalcompensationtomulti-yearvestingand ❖ does not encourage unnecessary and excessive risk taking. Pay practices. We believe that appropriate corporate governance of our executive compensation program is enhancedby a number of practices, includingengagement by the Compensation Committee of its own independent consultant and compensation tools, the absence of tax gross-ups in any of our compensation programs (including no excise tax gross-ups) and the adoption of stock ownershipguidelinesapplicabletodirectorsandofficers. Pay for performance. Our compensation program allows our Compensation Committee to determine pay based on a comprehensive view of quantitative and qualitative factors designed to produce long-term business success. Thecorrelationbetweenourfinancialresultsandexecutive officer compensation awarded, as described in the “Executive Compensation Discussion and Analysis” which follows in this proxy statement, aligns the interests of our executive officers with those of the Company. Specifically infiscal2018: ❖ There was no increase in the base salary of our Chief Executive Officer. Increases for certain named executive officers occurred due to promotion into new rolesandtheassumptionofadditionalresponsibilities. ❖ The Company significantly reduced the total compensation of its current-year active NEOs as compared to its prior-year active NEOs, excluding Mr. Wallstrom, by over 35% as part of its Vision 20/20 cost reductioninitiatives. ❖ In addition to financial goals, the annual incentive included key strategic objectives tied to our long-term strategic plan and intended to focus the team on makingprogressinourmulti-yearturnaround. ❖ The financial components of the annual incentive paid out below target level based on revenue results and abovetargetlevelbasedonoperatingincomeresults. ❖ The actual achievement for tranches of the Company’s long-term incentive plan varied from 0% to 176%, based on Company performance over the last five fiscalyears. ❖ Grants under the Company’s long-term incentive plans vest over a three-year period to promote retention and long-termthinking. CORPORATE GOVERNANCE HIGHLIGHTS Our governance principles and practices include a number of policies and structures that we believe are “best practices”incorporategovernance,including: ❖ Appointment of a Lead Independent Director who participates in the process of preparing meeting agendas and schedules and presides over executive sessionsoftheBoardofDirectors ❖ SeparationofChairmanoftheBoardandCEO ❖ Holding executive sessions with only independent directorspresentateachmeetingoftheBoard ❖ Adoption of minimum stock ownership guidelines applicabletodirectorsandexecutiveofficers ❖ Establishment of holdingrequirements for equitygrants made to directors and executive officers until minimum stockownershipguidelinesaremet ❖ Adoption of policies prohibiting hedging, pledging and other problematic transactions involving Company securities by executive officers, directors and key employees ❖ Practice of no excise tax gross-ups for directors and executiveofficers ❖ Noimplementationofapoisonpill ❖ InclusionofdoubletriggersforSeverancePlanbenefits uponachangeincontrol ii VeraBradley,Inc. 2018 ProxyStatement PROXYSUMMARY PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information youshouldconsider,andweencourageyoutoreadtheentireProxyStatementbeforevoting. FISCAL 2018 BUSINESS HIGHLIGHTS Strategic Progress Fiscal2018(January29,2017throughFebruary3,2018)wasayearwheretheCompanycontinuedtodrivebrandandproductdesirability while also launching “Vision 20/20,” an aggressive plan to turn around our business and restore the Company to growth. Vision 20/20 is expected to lay the foundation for growth, a more profitable future and continued strong cash flows. The key focus areas of Vision 20/20 are to move to a significantly less clearance-driven business model and meaningfully reduce selling, general and administrative (“SG&A”) andcostofgoodssold(“COGS”)expenses,whilecontinuingtofocusonproductandmarketinginnovationandcreativity. Designing and Implementing Vision 20/20 to move to a significantly less clearance- drivenbusinessmodel: ❖ Improved design focus on our core customer todriveperformance ❖ Designed strategy to significantly reduce the amount of clearance merchandise offered on verabradley.com and in our full-line stores to resetourcustomers’ pricingexpectationsand restoreourfull-pricebusiness ❖ Created and began the use of our flash sale site in the third quarter of fiscal 2018, which limits the visibility of clearance sales from verabradley.com ❖ Built tighter assortment guardrails around introducing new categories, patterns and pricing,assuringtherightfitforourbrandand thatourproductsprovidethoughtfulsolutions and contain our signature attributes of comfortable,casualandaffordable ❖ Began eliminating unproductive or incongruent categories and SKUs from our assortment in order to focus on our best categories As part of Vision 20/20,beganimplementing a meaningful reduction in SG&A and COGS expenses: ❖ Began the right sizing of the corporate and retail infrastructure to align with the reduced size of our business in order to reduce corporate and store operating expenses by over$21millioninfiscal2018 ❖ Identified corporate efficiencies and reduced marketingexpenseswhileseekingtoimprove returnonspending ❖ Closed five underperforming full-line stores and one underperforming factory outlet store during fiscal 2018. We are forecasting to close up to 45 additional full-line stores as part of Vision 20/20, primarily as leases expire ❖ Developed a comprehensive plan to reduce product cost through changes to the Company’s international sourcing efforts and design-to-valueinitiatives Facilitated efforts to drive customer growth throughtheCompany’sinitiativestoincrease brand and product desirability and optimize distributionchannels: ❖ Completed the redesign and conversion of our verabradl y.com digital flagship toanew platform, which offers an upgraded mobile experience; additional navigation and search enhancements; improved product pages with enhancedimagery,productvideos,and ser- generated content; and new capabilities like eGift cards, “order on-line, pick up in store” andtheGiftNowfeature ❖ Grew customer count through our initiatives to increase product and brand desirability by over4% ❖ Increased total conversion of customers by over 600 basis points through our initiatives todrivesalesoftop10products ❖ Openedsixfactoryoutletstoresandonefull- linepop-upstore Financial Results The graphs below provide a ‘‘snapshot’’ of our performance in accordance with accounting principles generally accepted in the United States(“GAAP”)infiscal2018andthepreviousfourfiscalyearsforcontinuingoperations. Net income in accordance with GAAP was $7.0 million in fiscal 2018, or $0.19 diluted EPS, compared to $19.8 million in fiscal 2017, or $0.53 diluted EPS. During fiscal 2018, we incurred approximately $14.5 million, or approximately $0.40 diluted EPS, of after-tax Vision 20/20-related charges (including store impairment charges) and other charges. During fiscal 2017, we incurred approximately $7.0 million, or approximately $0.19 diluted EPS, of after-tax store impairment charges and other charges. Excluding the aforementioned charges,adjustednetincomewas$21.5million,or$0.60adjusteddilutedEPS,infiscal2018comparedt adjustednetincomeof$26.8 million, or $0.72 adjusted diluted EPS, in fiscal 2017. Refer to note 13 of the notes to the consolidated financial statements set forth in PartII,Item8oftheCompany’sAnnualReportonForm10-KforthefiscalyearendedFebruary3,2018,forVision20/20-relatedcharges andotherchargesincurredduringfiscal2018andotherchargesincurredduringfiscal2017. The adjusted financial information presented above represents non-GAAP financial measures. We do not, nor do we suggest that investors should, consider the supplemental non-GAAP financial measures in isolation from, or as a substitute for, financial information preparedinaccordancewithGAAP. In$millions In$millions Revenue Income from Continuing Operations Diluted EPS In$ per share 530.9 509.0 502.6 485.9 60.1 40.8 27.6 19.8 1.48 1.00 0.71 0.53 FY18 FY17 FY16 FY15 FY14 454.6 FY18 FY17 FY16 FY15 FY14 7.0 FY18 FY17 FY16 FY15 FY14 0.19 VeraBradley,Inc. 2018 ProxyStatement i