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.  )

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U.S. CONCRETE, INC.

(Name of Registrant as Specified In Its Charter)

 

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

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March 23, 2010

Dear Stockholder:

On behalf of the Board of Directors, we invite you to attend the 2010 Annual Meeting of Stockholders of U.S. Concrete, Inc. We will hold the meeting at the Hilton Houston Westchase at 9999 Westheimer Road, Houston, Texas, 77042 at 8:00 a.m. local time, on Monday, May 3, 2010.

We again are taking advantage of the Securities and Exchange Commission rules that allow issuers to provide electronic access to proxy materials over the Internet. We believe that furnishing these materials electronically allows us to more efficiently provide our stockholders with the information, while reducing costs and reducing the impact of our annual meeting on the environment.

The Board of Directors has made the following materials available to you over the Internet or, upon your request, has delivered printed versions of these materials to you by mail: the Notice of Annual Meeting of Stockholders; the Proxy Statement providing information concerning the matters to be acted on at the meeting; and our Annual Report to Stockholders describing U.S. Concrete’s operations during the year ended December 31, 2009. 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 the 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 package, 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.

Thank you for your interest in U.S. Concrete.

Sincerely,

John M. Piecuch		Michael W. Harlan
Chairman of the Board		President and Chief Executive Officer

TABLE OF CONTENTS

		Page
Notice of Annual Meeting of Stockholders
Questions and Answers About the Meeting and Voting			1
Security Ownership of Certain Beneficial Owners and Management			4
Proposal No. 1 — Election of Directors			6
Information Concerning the Board of Directors and Committees			9
Executive Officers			15
Executive Compensation			17
Compensation Discussion and Analysis			17
Report of the Compensation Committee			29
Summary Compensation Table			30
Grants of Plan-Based Awards Table			32
Outstanding Equity Awards at Fiscal Year-End Table			33
Option Exercises and Stock Vested Table			34
Nonqualified Deferred Compensation Table			35
Compensation Program and Risk Management			36
Certain Relationships and Related Transactions			36
Section 16(a) Beneficial Ownership Reporting Compliance			36
Report of the Audit Committee			37
Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			38
Expenses Relating to this Proxy Solicitation			39
Other Information			39

U.S. CONCRETE, INC.

2925 Briarpark Drive, Suite 1050, Houston, Texas 77042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

The Annual Meeting of Stockholders of U.S. Concrete, Inc. will be held on Monday, May 3, 2010, at 8:00 a.m., local time, at the Hilton Houston Westchase at 9999 Westheimer Road, Houston, Texas, 77042. At the meeting, we will ask you to consider and take action on the following:

(1)

elect seven directors to serve until the 2011 annual meeting of stockholders (Proposal No. 1);

(2)

ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of U.S. Concrete for the year ending December 31, 2010 (Proposal No. 2); and

(3)

transact any other business that may properly come before the annual meeting or any adjournment or postponement of the meeting.

Our Board of Directors has set the close of business on March 9, 2010 as the record date for determining stockholders entitled to receive notice of and to vote at the annual meeting. A list of all stockholders entitled to vote is available for inspection during normal business hours at our principal offices at 2925 Briarpark Drive, Suite 1050, Houston, Texas 77042. This list also will be available at the meeting.

Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit a proxy so that your shares can be voted at the meeting and to help us ensure a quorum for the meeting.

		By Order of the Board of Directors,
		Curt M. Lindeman
		Vice President, General Counsel and Corporate Secretary
Houston, Texas
March 23, 2010

U.S. CONCRETE, INC.

PROXY STATEMENT
FOR 2010 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT
THE MEETING AND VOTING

Q:		How do I access the proxy materials?
A:		Pursuant to the Securities and Exchange Commission rules, we have elected to provide electronic access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record, which we began mailing on or about March 23, 2010. We refer to that notice as the “Notice.” Instructions on how to access the proxy materials over the Internet are included in the Notice.
		All stockholders will have the ability to access the proxy materials on the Web site referred to in the Notice. Stockholders may also request to receive a printed set of the proxy materials, on an ongoing basis, via the Internet at www.proxyvote.com, by sending an email to sendmaterial@proxyvote.com, or by calling 1-800-579-1639.
Q:		What am I being asked to vote on?
A:		We are asking you to consider and vote on the following:

	•		the election of seven directors to serve until the 2011 annual meeting of stockholders (Proposal No. 1);
	•		the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2010 (Proposal No. 2); and
	•		any other business that may properly come before the annual meeting or any adjournment or postponement of the meeting.

Q:		Who may vote?
A:		All stockholders of record as of the close of business on March 9, 2010, the record date for the meeting, are entitled to vote. Holders of our common stock are entitled to one vote per share. As of March 9, 2010, 37,437,629 shares of our common stock were outstanding and entitled to vote.
Q:		Who may attend the meeting?
A:		All stockholders as of the record date, or their duly appointed proxies, may attend the meeting.
Q:		How do I vote?
A:		You may vote in the following ways:

•

you may come to the annual meeting and cast your vote in person;

•

you may cast your vote by telephone by using the toll-free number listed on the Notice;

•

you may cast your vote over the Internet by using the Internet address listed on the Notice; or

•

if you elected to receive printed versions of the materials, you may vote by signing and returning the enclosed proxy card. If you return the proxy card, the persons named on the card will vote your shares in the manner you indicate.

The telephone and Internet voting procedures are designed to verify your vote through the use of a voter control number that is provided on your individual copy of the Notice. The procedures also allow you to vote your shares and to confirm that your instructions have been properly recorded. Please see your copy of the Notice for specific instructions.

If you hold shares through a brokerage firm, bank or other custodian, you may vote by telephone or the Internet only if the custodian offers that option.

Q:		Who is soliciting my proxy?
A:		U.S. Concrete is soliciting your proxy on behalf of its Board of Directors.
Q:		What happens if I do not indicate how I wish to vote on one or more of the proposals?
A:		If you return your signed proxy card but do not indicate how you wish to vote, the persons named as proxies will vote your shares “FOR” election of all the nominees for director (Proposal No. 1) and “FOR” ratification of the appointment of PricewaterhouseCoopers LLP (Proposal No. 2). We are not aware of any other matters that may come before the annual meeting. If any other matter does come before the annual meeting, the proxy holders will vote the proxies according to their best judgment.
Q:		What if I vote by proxy and then change my mind?
A:		If you have one or more stock certificates issued in your own name, and you vote by proxy, via mail, the Internet or telephone, you may later revoke your proxy instructions by:

•

writing to U.S. Concrete’s Corporate Secretary at the mailing address in the answer to the last question below;

•

delivering a properly executed proxy card dated after the date of the proxy card you want to revoke;

•

voting at a later time by telephone or the Internet; or

•

attending the annual meeting and casting your vote in person.

Q:		When did U.S. Concrete first distribute this proxy statement and the accompanying form of proxy to stockholders?
A:		We first distributed this proxy statement and the accompanying form of proxy to our stockholders on or about March 23, 2010.
Q:		What constitutes a quorum?
A:		The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at the meeting constitutes a quorum. We need a quorum of stockholders to hold a valid annual meeting. If you have properly voted by proxy, via mail, the Internet or telephone, you will be considered part of the quorum. We will count abstentions and broker non-votes as present for the purpose of establishing a quorum. A broker non-vote occurs when a broker votes on some matters on the proxy card but not on others because the broker does not have the authority to do so. If a quorum is not present, the chairman or the holders of a majority of the shares of common stock present in person or by proxy at the annual meeting may adjourn the meeting, without notice other than an announcement at the meeting, until the required quorum is present.
Q:		What vote is required for the passage of each of the proposals up for consideration at the annual meeting?
A:		Directors are elected by a plurality, which means that the seven nominees receiving the greatest number of votes will be elected. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2010 requires the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes will have no effect on the vote for directors or the ratification of our independent registered public accounting firm.
Q:		If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?
A:		Under new rules adopted by the New York Stock Exchange, brokers will not be able to vote for the election of nominees for director (Proposal No. 1) without prior instructions from you on how to vote. Therefore, it is very important that you vote your proxy so that your vote can be counted.

Q:		Who will count the votes?
A:		Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes.
Q:		What shares are reflected on my copy of the Notice or my proxy card?
A:		The shares listed on your copy of the Notice or your proxy card represent, as of the record date, all the shares of common stock held in your name, as distinguished from shares held by a broker in “street” name. You should receive a separate notice or proxy card from your broker if you hold shares in “street” name.
Q:		What does it mean if I get more than one Notice or proxy card?
A:		It indicates that your shares are held in more than one account, such as two brokerage accounts, or are registered in different names. You should vote or provide a proxy for the shares covered by each Notice or proxy card to ensure that all your shares are voted.
Q:		What is U.S. Concrete’s mailing address?
A:		Our mailing address is U.S. Concrete, Inc., 2925 Briarpark Drive, Suite 1050, Houston, Texas 77042.

SECURITY OWNERSHIP OF CERTAIN

The following table shows the beneficial ownership of our common stock as of March 9, 2010 (except as set forth in the footnotes below) by each person who we know beneficially owns more than 5% of the outstanding shares of our common stock, each of our current directors, our chief executive officer, our other executive officers named in the Summary Compensation Table in this proxy statement and all our current directors and current executive officers as a group. Unless otherwise indicated in the footnotes below, each individual named has sole voting and dispositive power with respect to the shares shown, and the address of all those persons is c/o U.S. Concrete, Inc., 2925 Briarpark Drive, Suite 1050, Houston, Texas 77042.

		Shares of Common Stock
		Beneficially Owned
Name		Number				Percent
Dimensional Fund Advisors LP (1)			2,714,582				7.25
BlackRock, Inc. (2)			2,100,522				5.61
Rutabaga Capital Management (3)			2,042,472				5.46
William T. Albanese (4)			950,221				2.54
Vincent D. Foster (5)			618,306				1.65
Michael W. Harlan (6)			578,711				1.55
Robert D. Hardy (7)			178,969				*
Gary J. Konnie (8)			98,637				*
Michael L. Gentoso (9)			91,763				*
Curt M. Lindeman (10)			74,492				*
T. William Porter III (11)			62,000				*
Mary P. Ricciardello (12)			52,500				*
John M. Piecuch (13)			42,657				*
Ray C. Dillon (14)			10,000				*
Directors and executive officers as a group (19 persons) (15)			3,058,047

The number of shares and percentage of ownership for each person listed and for the directors and executive officers as a group assume that shares of common stock those persons may acquire within 60 days are outstanding, unless otherwise indicated.

PROPOSAL NO. 1

Our Board currently consists of seven members. The persons named in the proxy will vote to elect all of the nominees as directors for terms ending at the 2011 annual meeting of stockholders, except in cases where authority to vote for the nominees is withheld. Although we have no reason to believe that the nominees will be unable to serve as directors, if any nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee our Board designates.

Information regarding the ages and backgrounds of the nominees is set forth below (ages are as of March 23, 2010):

Nominee		Age				Position(s) Held
John M. Piecuch			61			Director and Chairman of the Board (1)
Michael W. Harlan			49			Director, President and Chief Executive Officer (2)
Vincent D. Foster			53			Director (3)
T. William Porter III			68			Director (4)
Mary P. Ricciardello			54			Director (5)
William T. Albanese			66			Director and Vice President of Business Development — Northern California (6)
Ray C. Dillon			54			Director (7)

John M. Piecuch

John M. Piecuch has served as one of our directors since 2007 and became nonexecutive Chairman of the Board of Directors in 2008. From 2002 to 2006, Mr. Piecuch served as President and Chief Executive Officer of MMI Products, Inc., a manufacturer and supplier of construction products, including concrete and steel reinforcement products, used in North American residential and nonresidential construction industries. Mr. Piecuch is also a director and chair of the audit committee of Brampton Brick Limited, a company with shares listed on the Toronto Stock Exchange.

Mr. Piecuch is qualified to serve as one of our directors, based on his continuing service as one of our directors, and his considerable prior financial, management, strategic and operational experience in the building materials sector. Mr. Piecuch has more than 30 years of experience in the sector, all in various executive management roles. In addition to his service as President and Chief Executive Officer of MMI Products, he also served as President and Chief Executive Officer of Lafarge Corporation, a leading producer of cement and concrete products in North America, from 1996 to 2001. From 1987 to 1996, he served in various other positions with Lafarge Corporation and its parent entity, Lafarge S.A. From 1979 to 1986, Mr. Piecuch held various positions, including President of the Cement Division of National Gypsum Company, a building products manufacturer. Mr. Piecuch has a B.S.B.A (Finance) degree and an M.B.A. (Finance) from the University of Akron.

Michael W. Harlan

Michael W. Harlan has served as our President and Chief Executive Officer since 2007, and as one of our directors since 2006. Previously, he served as one of our directors from 1999 to 2003. From 2003 through 2007, Mr. Harlan served as our Executive Vice President and Chief Operating Officer. Mr. Harlan served as our Chief Financial Officer from 1998 to 2004, as our Senior Vice President from 1998 to 2003, and as our Corporate Secretary from 1998 to 1999. Mr. Harlan is also a director and Chairman of the audit committee of Waste Connections, Inc., a publicly traded solid waste services firm.

Mr. Harlan is qualified to serve as one of our directors, based on his thorough knowledge of our company and the industries in which we participate, and his prior experience and public company board service. Since the inception of our company in 1999, in addition to his service as a director, Mr. Harlan has been involved in all functional aspects, including service as our Chief Operating Officer, Chief Financial Officer and Chief Executive Officer. Mr. Harlan is also actively involved in numerous industry associations, including serving as a director and member of the executive committee of the National Ready-Mixed Concrete Association, the industry’s largest trade organization (the “NRMCA”); serving on the Board of Trustees, Chairman of the Program Committee and a member of the Advisory Council of the RMC Research & Education Foundation; and service as a member of the Concrete Industry Management National Steering Committee.

Prior to joining our company, Mr. Harlan served in a number of executive management and financial roles, including as Senior Vice President and Chief Financial Officer of Apple Orthodontix, Inc., an orthodontic practice management company; various positions in the finance and acquisitions departments, including Treasurer, of Sanifill, Inc., an international environmental services company that USA Waste Services, Inc. acquired in 1996; and various positions in the tax and corporate financial consulting services division of Arthur Anderson LLP, where he was a Manager. Mr. Harlan is also a certified public accountant. Including his service on our Board, Mr. Harlan has more than 11 years of service as a public company director. Mr. Harlan holds a B.A. degree from the University of Mississippi.

Vincent D. Foster

Vincent D. Foster has served as one of our directors since 1998, and served as nonexecutive Chairman of the Board of Directors from 1999 through 2008. Since 2007, Mr. Foster has served as the Chairman and Chief Executive Officer of Main Street Capital Corporation, a specialty investment company. Since 2002, he has also been the Senior Managing Director of Main Street Mezzanine Management, LLC and Main Street Capital Partners, LLC. Mr. Foster has also been the Senior Managing Director of the general partner for Main Street Capital II, L.P., a licensed small business investment corporation managed by Main Street Capital Partners, LLC, since 2006. He also served as Senior Managing Director of Main Street Equity Ventures II, L.P. (and its predecessor firm), a private equity firm, from 1997 through 2002. Mr. Foster is also currently a director of Quanta Services, Inc., an electrical and telecommunications contracting company, Carriage Services, Inc., a death-care company, and Team Industrial Services, Inc., a provider of specialty industrial services.

Mr. Foster is qualified to serve as one of our directors, based on his knowledge of our company, financial background, and extensive public-company board experience. Mr. Foster has served as one of our directors since our company’s inception, including as our Chairman of the Board for nine years. From 1988 through 1997, Mr. Foster, a CPA, was a partner of Andersen Worldwide and Arthur Andersen LLP, where he served as the director of the corporate finance practice and the mergers and acquisitions practice in the southwestern United States. He has served as a director of the Texas TriCities chapter of the National Association of Corporate Directors, of which he is a founding member, since 2002. Including his service as a director of our company, Mr. Foster has over 12 years of experience as a public company director. Mr. Foster has a B.A. degree from Michigan State University, and a J.D. from the University of Houston.

T. William Porter III

T. William Porter III has served as one of our directors since 2001. Mr. Porter is Chairman Emeritus of Porter & Hedges, L.L.P., a Houston, Texas law firm. He was a founding partner of Porter & Hedges and served as Chairman of that firm for more than 10 years prior to his retirement from the partnership in December 2009. Mr. Porter is also a director of Helix Energy Solutions Group, Inc., a marine contractor and operator of offshore oil and gas properties and production facilities, and Copano Energy, L.L.C., a midstream energy company with networks of natural gas gathering and intrastate transmission pipelines.

Mr. Porter is qualified to serve as one of our directors, based on his knowledge of our company, legal background, and public-company board experience. Mr. Porter has practiced corporate and securities law since 1966, with comprehensive experience in the representation of publicly-held companies. Including his service as a director of our company, Mr. Porter has over 20 years of experience as a public company director. Mr. Porter graduated with a B.B.A. degree in Finance from Southern Methodist University and received his law degree (LL.B) from Duke University.

Mary P. Ricciardello

Mary P. Ricciardello has served as one of our directors since 2003. Ms. Ricciardello is licensed as a certified public accountant, and she has not held a principal employment position with a third-party employer since leaving her positions with Reliant Energy, Inc. and Reliant Resources, Inc. in 2002. Ms. Ricciardello is also a director of Noble Corporation, an offshore drilling company, and Devon Energy Corporation, an oil and gas exploration and production company.

Ms. Ricciardello is qualified to serve as one of our directors, based on her knowledge of our company, financial background, and public company board experience. Ms. Ricciardello served as Senior Vice President and Chief Accounting Officer of Reliant Energy, Inc., a diversified energy company now known as CenterPoint Energy, Inc., from 2001 through 2002, where she also served as Senior Vice President and Comptroller from 1999 through 2001, as Vice President and Comptroller from 1996 through 1999, as Corporate Comptroller from 1993 through 1996 and in various other positions from 1982 through 1993. In addition, Ms. Ricciardello served as Senior Vice President and Chief Accounting Officer of Reliant Resources, Inc. (now RRI Energy, Inc.) from 2001 through 2002, a company to which Reliant Energy, Inc. transferred its unregulated energy business in 2001. Ms. Ricciardello has served as a director of the Texas TriCities chapter of the National Association of Corporate Directors since 2004. Including her service as a director of our company, Ms. Ricciardello has over 7 years of experience as a public company director. Ms. Ricciardello has a B.S.B.A. degree from the University of South Dakota and an M.B.A. from the University of Houston (emphasis was Finance).

William T. Albanese

William T. Albanese has served as one of our directors since 2007. Previously, he served as one of our directors from 1999 to 2003. Mr. Albanese has served as our Vice President of Business Development — Northern California since January 2008. Mr. Albanese served as our Regional Vice President — Northern California Region from 2005 through 2008, and served as President of our Bay Area Region from 1999 through 2005.

Mr. Albanese is qualified to serve as one of our directors, based on his comprehensive knowledge of our company’s Northern California operations, and the overall ready-mixed concrete industry. Mr. Albanese has over 40 years of experience in the ready-mixed concrete industry. In addition to his experience described above, from 1987 through May 1999, he served as President of Central Concrete Supply Co., Inc. (“Central”), one of the companies we acquired in 1999 as the platform business of our Bay Area Region into which we subsequently consolidated other Bay Area operations. Previously, he served in various other capacities for Central since 1966. Mr. Albanese is the brother of Thomas J. Albanese, the Executive Vice President of Sales of our Bay Area Region. Mr. Albanese has a B.A. degree from Santa Clara University.

Ray C. Dillon

Ray C. Dillon has served as one of our directors since 2009. He has served as the President and Chief Executive Officer and a director of Deltic Timber Corporation, a public natural resources company focused on the ownership and management of timberland, since 2003.

Mr. Dillon is qualified to serve as one of our directors, based on his executive experience, and his knowledge of the building materials industry. In addition to his service as President and Chief Executive Officer of Deltic Timber, from 1994 to 2003, Mr. Dillon served in various positions with Gaylord Container Corporation, a manufacturer and distributor of corrugated containers, containerboard, unbleached kraft paper, multiwall bags, grocery bags and sacks, and specialty chemicals, including Executive Vice President from 2000 through 2003, Vice President Primary Products from 1997 through 2000, and Vice President Mill Operations from 1994 through 1997. Mr. Dillon has a B.S. degree in Chemical Engineering from Mississippi State University and an M.B.A. from the University of Chicago.

The election of any director requires the favorable vote of the holders of a plurality of the shares of our common stock present and voting, in person or by proxy, at the annual meeting. Any abstentions or broker non-votes will not affect the vote. If you properly completed 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 above unless you withhold authority to vote for one or more of the nominees. We do not expect that any of the nominees will refuse or be unable to act as a director of U.S. Concrete for the term specified. If, however, any nominee becomes unable or unwilling to serve as a director prior to the vote, the persons named as proxies intend to vote the proxy shares for the election of any other person the Board of Directors may designate.

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

INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND COMMITTEES

Board of Directors

Our Board met eight times and took action by unanimous written consent on four occasions during 2009. Our Board has standing audit, compensation, nominating and corporate governance and executive committees. Committee designations are usually made by the Board following the election of directors at each annual meeting of our stockholders, and upon the addition or resignation of directors between annual meetings, if needed. Since the date of our 2009 proxy, our Board made committee designations following the May 6, 2009 meeting of our stockholders.

During 2009, each member of the Board attended 100% of the meetings of the Board and any committee of the Board on which such director served. Our common stock is quoted on the Nasdaq Global Market (the “Nasdaq”). As a result, we are subject to the Nasdaq’s listing standards. The Board has determined that five of its members, Ms. Ricciardello and Messrs. Foster, Piecuch, Porter and Dillon, are “independent directors” within the meaning of the applicable listing standards of the Nasdaq.

Our policy on attendance by the members of the Board at our annual meetings of stockholders is that members of the Board are invited, but are not required to attend. All members of the Board attended last year’s annual meeting.

Audit Committee

The audit committee, which met five times and took action by unanimous written consent on one occasion during 2009, has consisted of Ms. Ricciardello (chair) and Messrs. Foster and Piecuch since May 24, 2007. The audit committee is governed by a charter our Board has adopted, a copy of which is available on our Web site at www.us-concrete.com. 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. The Board has also determined that Ms. Ricciardello and Messrs. Piecuch and Foster are each an “audit committee financial expert,” as defined in the applicable rules of the SEC. For information relating to Ms. Ricciardello’s and Messrs. Foster’s and Piecuch’s backgrounds, see their respective biographical information under “Election of Directors” above.

The audit committee assists our Board in fulfilling its oversight responsibility relating to:

•

the integrity of our financial statements, 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;

•

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

•

our compliance with legal and regulatory requirements.

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. 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 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;

•

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 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;

•

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;

•

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, reviewing and discussing with that individual the scope and staffing of our internal audits and reviewing all significant internal audit reports;

•

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 report for inclusion in our proxy statement, with the names of all audit committee members, stating whether the committee:

•

reviewed and discussed the audited financial statements for the immediately preceding year with management;

•

discussed with the auditors matters requiring discussions by the Statement on Auditing Standards (“SAS”) No. 61, Communication with Audit Committees;

•

received the annual written disclosures from the auditors required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), including PCAOB Rule 3526, (1) delineating all relationships between auditors or their affiliates and us, and (2) affirming the auditors’ independence as of the date of the written statement;

•

based on that review and discussion, recommended to the Board that such audited financial statements be included in the our Annual Report on Form 10-K; 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.

Compensation Committee

The compensation committee, which met two times and took action by unanimous written consent on four occasions during 2009, consisted of Messrs. Piecuch (chair), Foster and Murray S. Simpson prior to January 1, 2009 through May 6, 2009. Since May 6, 2009, the compensation committee has consisted of Messrs. Piecuch (chair), Foster and Dillon. Each member of the compensation committee is an “independent director” within the meaning of the applicable Nasdaq listing standards. The compensation committee has granted our chief executive officer (as the sole member of the quarterly restricted stock committee) the authority to grant up to 50,000 shares of restricted stock per calendar year (12,500 per quarter, with ungranted shares rolling over to the next calendar quarter) to nonexecutive officers of our company. The quarterly restricted stock committee took action by written consent once in 2009. The compensation committee is governed by a charter our Board has adopted, a copy of which is available on our Web site at www.us-concrete.com, and its key responsibilities and functions are discussed in “Compensation Discussion and Analysis.”

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

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which met two times and took action by unanimous written consent on two occasions during 2009, consisted of Mr. Simpson (chair) and Mr. Porter and Ms. Ricciardello from before January 1, 2009 through May 6, 2009, the date Mr. Simpson retired from our Board. Since May 6, 2009, the nominating and corporate governance committee has consisted of Messrs. Porter (chair) and Dillon and Ms. Ricciardello. The nominating and corporate governance committee is governed by a charter our Board has adopted, a copy of which is available on our Web site at www.us-concrete.com. Each member of the nominating and corporate governance committee is an “independent director,” within the meaning of the applicable Nasdaq listing standards.

The following functions are among the key duties and responsibilities of the nominating and corporate governance committee:

•

evaluating candidates for membership on the Board, including any nominations for election to the Board validly made by our stockholders;

•

recommending to the full Board all nominees for election to the Board by our stockholders;

•

advising the compensation committee regarding the compensation paid to nonemployee directors in the form of annual retainers and meeting fees;

•

recommending directors to be appointed by the Board to fill vacancies on the Board; and

•

reviewing, and making recommendations to the Board regarding, corporate governance matters.

In carrying out its function to evaluate and recommend 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 recommend 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 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.

The nominating and corporate governance committee’s methods for identifying candidates for election to the Board (other than those proposed by U.S. Concrete’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 and other research. The nominating and corporate governance committee also has the authority to select and compensate a third-party search firm to help identify potential candidates, if the committee deems it advisable to do so.

The nominating and corporate governance committee will consider nominees stockholders recommend. Stockholders may submit nominations to the nominating and corporate governance committee in care of Corporate Secretary, U.S. Concrete, Inc., 2925 Briarpark Drive, Suite 1050, Houston, Texas 77042. As to each person a stockholder proposes to nominate for election as a director, our bylaws provide that the nomination notice must: (1) include the name, age, business address and principal occupation or employment of that person, the number of shares of common stock that person owns beneficially or of record and any other information relating to that person that Section 14 of the Securities Exchange Act of 1934 and the related SEC rules and regulations require; and (2) be accompanied by the written consent of the person that stockholder proposes to nominate for election as a director to be named in the proxy statement as a nominee and to serve as a director if elected. The nomination notice must also include, as to that stockholder or that beneficial owner, if any, of common stock on whose behalf the nomination(s) is being made:

•

the name and address of that stockholder, as they appear on U.S. Concrete’s books, and the name and address of that beneficial owner;

•

the number of shares of common stock that stockholder and that beneficial owner each owns beneficially or of record;

•

a description of all arrangements and understandings between that stockholder or that beneficial owner and each proposed nominee of that stockholder and any other person or persons (including their names) pursuant to which that stockholder will make the nomination(s);

•

a representation by that stockholder that he or she intends to appear in person or by proxy at that meeting to nominate the person(s) named in that nomination notice;

•

a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding shares of common stock required to elect the nominee and/or (b) to otherwise solicit proxies from stockholders in support of such nominations; and

•

all other information relating to that stockholder or that beneficial owner that Section 14 of the Securities Exchange Act of 1934 and the related SEC rules and regulations require.

To be timely for consideration at our 2011 annual meeting, our Corporate Secretary must receive a stockholder’s nomination notice at our principal executive offices, at the address set forth above, no earlier than November 4, 2010 and no later than February 2, 2011.

The nominating and corporate governance committee will consider all candidates identified through the processes described above, whether identified by the committee or by a stockholder, and will evaluate each of them on the same basis.

Executive Committee

The executive committee, which did not meet in 2009, but took action by unanimous written consent on two occasions during 2009, has consisted of Messrs. Harlan (chair), Piecuch, Foster and Albanese since January 1, 2008. The executive committee has granted our chief executive officer and Chairman of the Board (as the members of the acquisition subcommittee of the executive committee) the authority to approve acquisitions and divestitures with transaction values less than five million dollars. The acquisition subcommittee of the executive committee did not meet or take action by unanimous written consent during 2009. The following are among the key duties and responsibilities of the executive committee:

•

reviewing and monitoring the strategic direction of our acquisition program;

•

approving acquisitions and divestitures that involve consideration within limits our Board has established; and

•

exercising such authority as is delegated to it from time to time by our Board.

Compensation Committee Interlocks and Insider Participation

All members of our compensation committee (Messrs. Piecuch, Foster and Dillon) are “independent directors” in accordance with the applicable Nasdaq listing standards. No member of the compensation committee was, during the year ended December 31, 2009, an officer or employee of U.S. Concrete or any of its subsidiaries. During the year ended December 31, 2009, no member of the compensation committee had any material interest in a transaction involving U.S. Concrete (except for the director compensation arrangements described below) or a material business relationship with, or any indebtedness to, U.S. Concrete. No interlocking relationship existed during the year ended December 31, 2009 between any member of the Board of Directors or the compensation committee and an executive officer of U.S. Concrete.

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, 2925 Briarpark Drive, Suite 1050, Houston, Texas 77042. All such communications received by our Corporate Secretary will be delivered to the Chairman of the Board.

Company Leadership Structure

We currently have a non-dual independent leadership structure, with Mr. Piecuch serving as the Chairman of the Board and Mr. Harlan serving as President and Chief Executive Officer. We believe that this structure is currently appropriate for our company, given the distinct and separate roles of the Chairman and Chief Executive of our company and the levels of demand on their time and attention to matters involving our company.

The Board implements and manages our financial risks principally through the audit committee, and manages our strategic and operational risks at the Board level.

Director Compensation

Director Retainers and Meeting Fees

We pay each of our nonemployee directors the following fees in quarterly installments:

•

an annual retainer of $50,000 to the Chairman of the Board, in addition to the board and committee retainers listed below;

•

an annual retainer of $30,000 (includes amounts to be paid in place of meeting fees for two telephonic Board meetings and two telephonic committee meetings);

•

$5,000 for each Board meeting attended in person and $2,500 for each Board meeting attended telephonically;

•

an annual retainer of $10,000 for the chair of the audit committee;

•

an annual retainer of $5,000 for each member of the audit committee;

•

an annual retainer of $5,000 for each member of the compensation committee, nominating and corporate governance committee and executive committee;

•

$4,000 for each audit committee meeting attended in person and $2,000 for each audit committee meeting attended telephonically, whether or not the meeting is held on the same day as a Board meeting; and

•

$2,000 for each other Board committee meeting attended in person and $1,000 for each such other Board committee meeting attended telephonically, unless the committee meeting is held on the same day as a Board meeting, in which case the committee member receives no fee for attending that committee meeting.

Director Equity Compensation

Pursuant to the terms of our 2008 Incentive Plan, the compensation committee may grant nonemployee directors nonqualified stock options or shares of restricted stock, at the compensation committee’s discretion. On June 1, 2009, the compensation committee granted each nonemployee director nonqualified stock options to purchase 10,000 shares of our common stock. Historically, the compensation committee annually granted each nonemployee director nonqualified stock options to purchase 10,000 shares of our common stock on the first business day of the month next succeeding the date on which the annual meeting of our stockholders is held (the “Director Award Date”). The compensation committee has determined that no equity awards will be made to directors, officers or employees during the Company’s publicly disclosed restructuring process.

Other Director Compensation

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

The table below summarizes the compensation we paid to our nonemployee directors during the year ended December 31, 2009.

DIRECTOR COMPENSATION

		Fees Earned or								All Other
Name (1)		Paid in Cash				Option Awards (2)				Compensation				Total
John M. Piecuch		$	145,000			$	11,878			$	0			$	156,878
Vincent D. Foster		$	87,500			$	11,878			$	0			$	99,378
T. William Porter III		$	62,500			$	11,878			$	0			$	74,378
Mary P. Ricciardello		$	91,000			$	11,878			$	0			$	102,878
Ray C. Dillon		$	52,000			$	11,878			$	0			$	63,878
Murray S. Simpson (3)		$	20,000			$	0			$	0			$	20,000

EXECUTIVE OFFICERS

The following table provides information about our current executive officers:

Name		Age				Position(s) held
Michael W. Harlan			49			Director, President and Chief Executive Officer
Robert D. Hardy			49			Executive Vice President and Chief Financial Officer
M. Terry Green			62			Senior Vice President — Operations
Gary J. Konnie			56			Vice President — Human Resources
Curt M. Lindeman			39			Vice President, General Counsel and Corporate Secretary
Sean M. Gore			42			Vice President — Strategy and Development
Wallace H. Johnson			61			Vice President — Marketing and Sales
Douglas W. McLaughlin			51			Vice President — Precast Division
Michael L. Gentoso			56			Regional Vice President — Atlantic Region
Jeff L. Davis			56			Vice President and General Manager — Central Concrete Supply Co., Inc.
Jeffrey D. Spahr			62			President and General Manager — Superior Materials Holdings, LLC
Jeffrey W. Roberts			43			Vice President and General Manager — Ingram Concrete, LLC
Kent D. Cauley			39			Corporate Controller

For a description of the business background of Mr. Harlan, see “Election of Directors” above.

Robert D. Hardy has served as our Executive Vice President and Chief Financial Officer since 2007. From 2004 through 2007, he served as our Senior Vice President and Chief Financial Officer. From January 2004 through November 2004, Mr. Hardy was self-employed as a business consultant to NL Industries, Inc., an international chemical company. From 1992 through 2003, Mr. Hardy held various positions of increasing responsibility in the tax, accounting and finance departments of NL Industries, including Chief Financial Officer beginning in 2002, Vice President and Controller from 1999 to 2003, Assistant Secretary from 1998 to 2003 and Assistant Treasurer from prior to 1998 to 2002. From 2002 until 2003, he also served as NL Industries’ Treasurer. From 1992 to 1998, Mr. Hardy served as NL Industries’ Director of Taxes and from 1998 to 1999 he served as its Vice President — Tax.

M. Terry Green has served as our Senior Vice President — Operations since 2005, and served as Vice President — Operational Integration from 1999 through 2005. Mr. Green has managed the operations of ready-mixed concrete producers and other transportation-related businesses for over 20 years. From 1998 until 1999, he served as Vice President of Maintenance for Armellini Express Lines, Inc. From 1989 until 1998, Mr. Green served as Director of Maintenance, Equipment and Purchasing for the concrete products division of Southdown, Inc. From 1980 until 1989, Mr. Green held various positions with Kraft, Inc., serving as Private Fleet Operations Manager from 1988 until 1989.

Gary J. Konnie has served as our Vice President — Human Resources since 2004. Mr. Konnie has over 30 years of human resources management experience. From 2002 through 2004, Mr. Konnie served as Senior Vice President of Human Resources of El Paso Corporation, a provider of natural gas and related energy products. From 1999 through 2002, he served as El Paso’s Vice President of Human Resources, and, from 1998 through 1999, he served as El Paso’s Director of Human Resources. From 1996 through 1998, Mr. Konnie served as Vice President of Human Resources for Meridian Aggregates Company, a producer of construction aggregates. Prior to 1996, Mr. Konnie held various human resources positions with Rio Tinto plc, Burlington Resources Inc., Boise Cascade, LLC and General Motors Corporation.

Curt M. Lindeman has served as our Vice President and General Counsel since 2007, and as our Corporate Secretary since 2006. From 2006 though 2007, he served as our Assistant General Counsel. From 2002 through 2006, Mr. Lindeman was self-employed as an attorney representing various companies, including U.S. Concrete. From 1999 through 2002, he served as Senior Counsel for Coach USA, Inc., a passenger transportation company. In 1999, Mr. Lindeman served as counsel for Coral Energy, L.P., a wholesale natural gas and power marketing and trading company affiliated with Shell Oil Company. From 1997 to 1999, he served as an attorney with Shook, Hardy & Bacon L.L.P.

Sean M. Gore has served as our Vice President — Strategy and Development since April 2008. Mr. Gore served as our Vice President — Finance from 2006 through 2008, and served as our Director of Business Development from 2005 through 2006. From 2004 through 2005, Mr. Gore was self-employed as a business consultant to U.S. Concrete. In 2004, Mr. Gore was self-employed as a business consultant to Petroleum Geo-Services ASA, an international oilfield services company. From 1995 through 2003, Mr. Gore held various positions of increasing responsibility with Petroleum Geo-Services, including Vice President and Corporate Controller from 2001 through 2003, Vice President — Finance and Business Development from 1999 through 2001, Vice President — Finance from 1997 through 1999, and Controller from 1995 through 1996. From 1989 through 1995, Mr. Gore held various positions of increasing responsibility in the audit division of the accounting firm now known as PricewaterhouseCoopers LLP.

Wallace H. Johnson has served as our Vice President — Marketing and Sales since 2004. Mr. Johnson has over 30 years of experience in the construction supply industry. From 2002 through 2004, Mr. Johnson served as Vice President of Sales and Marketing of Systech Inc., a provider of software systems for the ready-mixed concrete and aggregate industries. From 2001 through 2002, he served as Director of Sales of Buildpoint Corp., a provider of online bid management services for general contractors that Construction Software Technologies, Inc. acquired in 2004. From 1977 through 2001, Mr. Johnson served in various sales and sales management positions within the construction products division of W. R. Grace & Co., a global specialty chemicals and materials company, including from 1996 through 2001 as regional sales manager and from 1993 through 1996 as North American sales manager.

Douglas W. McLaughlin has served as our Vice President — Precast Division since 2007. From 1999 through 2007, he served as Vice President and General Manager of San Diego Precast Concrete, Inc., a company we acquired in 1999. From 1996 through 1999, Mr. McLaughlin was President of San Diego Precast Concrete. With 34 years of experience in the precast industry, Mr. McLaughlin has worked in various operations positions. Mr. McLaughlin is a founding member of the California Precast Concrete Association and has served on its Board of Directors for seven years, including two terms as President. In addition, he has served on the Board of Directors and Executive Committee for the National Precast Concrete Association, where he has chaired several committees. He is also a founding member of the Patrons Group for the Concrete Industry Management Program at Arizona State University.

Michael L. Gentoso has served as our Vice President — Atlantic Region since 2007. From 1998 through 2007, he served as Vice President and General Manager of Eastern Concrete Materials, Inc. (“Eastern”), a company we acquired in 2001. Mr. Gentoso has been with Eastern or its predecessors since 1991, serving as Vice President of Operations from 1995 through September 1998, and Vice President of Finance from March 1991 through September 1995. From 1980 through 1991, Mr. Gentoso was employed with the BOC Group PLC, where he held various positions of increasing responsibility in the accounting and finance departments, including Vice President Ohmeda Medical Equipment, Controller Ohmeda Infant Care Division, Controller Ohmeda Medical Equipment, Manager, Financial Planning & Plant Accounting Airco Welding Equipment, and Manager Financial Accounting BOC Group Inc. Mr. Gentoso is the current President of the New Jersey Concrete & Aggregates Association and is a trustee on the TENJ Pension and Welfare Funds in New Jersey.

Jeff L. Davis has served as Vice President and General Manager of Central since 2005. From 2001 to 2005, Mr. Davis served as Vice President of Operations of Central. Prior to joining U.S. Concrete 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 35 years of experience in the ready mix concrete, aggregate and cement industry, serving in various sales and operational 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 of the NRMCA Environmental Task Group of the OES Committee.

Jeffrey D. Spahr has served as President and General Manager of Superior Materials Holdings, LLC, our Michigan joint venture with the Edw. C. Levy Co., since 2007. From 2003 through 2007, Mr. Spahr served as President of U.S.C. Michigan Inc., a subsidiary of U.S. Concrete. From 1995 through 2003, he served as President of Fendt Transit Mix, Inc., a company we acquired in 1999 as the regional platform company for continued growth in Michigan. From 1978 through 1995, Mr. Spahr served in various positions of increasing responsibility, including general manager and chief executive officer of the concrete anchoring systems and parts division of Day Industries, Inc., a manufacturer of automotive and other OEM products. Mr. Spahr has over 20 years of management and manufacturing experience and was past Chairman of the Michigan Concrete Association.

Jeffrey W. Roberts has served as the Vice President and General Manager of Ingram Concrete, LLC since 2006. From 1994 through 2006, Mr. Roberts held various positions of increasing responsibility 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 also serves as a director on the board of the Texas Aggregate and Concrete Association.

Kent D. Cauley has served as our Corporate Controller since November 2008. From 2004 through October 2008, Mr. Cauley served as Vice President and Controller of Grey Wolf, Inc., a provider of turnkey and contract oil and gas land drilling services in the United States. From 2003 through 2004, he served as Assistant Controller, and from 2000 through 2003, he served as Financial Reporting Manager for Grey Wolf. Prior to joining Grey Wolf, Mr. Cauley was employed by Ernst & Young LLP. Mr. Cauley is a certified public accountant.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for the Company’s executive officers identified in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”). This Compensation Discussion and Analysis addresses the following topics:

•

our compensation committee structure and its responsibilities;

•

our compensation-setting process;

•

our compensation philosophy and policies regarding executive compensation;

•

the elements of our executive compensation program, including our compensation decisions for fiscal years 2007, 2008 and 2009; and

•

post-employment arrangements for our executive officers.

Structure and Responsibilities of the Compensation Committee

Compensation Committee Members and Independence

Messrs. Piecuch, Foster and Dillon are the members of the compensation committee. Mr. Piecuch, who has served on our Board of Directors since February 2007, is the committee chairman. The Board has determined that each member of the compensation committee is an “independent director” in accordance with the applicable rules of the SEC and the applicable listing standards of the Nasdaq.

Responsibilities of Committee

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 annual reports relating to our compensation discussion and analysis for inclusion in the proxy statements for our annual meetings. The committee operates under a written charter adopted by our Board. A copy of the charter is available on our Web site at www.us-concrete.com under Investor Relations — Corporate Governance. Pursuant to the charter, the 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 committee may deem necessary or appropriate:

•

review the competitiveness of our compensation programs for executive officers to (1) ensure the attraction and retention of executive officers, (2) ensure the motivation of our executive officers to achieve our business objectives, and (3) align the interest 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, approve the revision of existing plans;

•

evaluate the performance of our chief executive officer and other executive officers;

•

periodically review the compensation paid to nonemployee directors through annual retainers and meeting fees and, after consulting with the nominating and corporate governance committee, make recommendations to the Board for any adjustments;

•

approve the salaries, bonuses and other compensation 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;

•

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;

•

administer our employee benefit plans and discharge any responsibilities imposed on the committee under those plans, including making and authorizing grants, in accordance with the terms of those plans;

•

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

•

review and discuss with management our compensation discussion and analysis and produce annual reports relating to our compensation discussion and analysis for inclusion in the proxy statements for our annual meetings in compliance with applicable SEC rules and regulations; and

•

annually evaluate the committee’s performance and its charter.

The Compensation-Setting Process

Committee Meetings

Our compensation committee meets as often as it determines necessary to perform its duties and responsibilities and works with management to establish the agenda for each meeting. The committee held two meetings and took action by unanimous written consent on four occasions during 2009, and met twice and took action by unanimous written consent once during the first two months of 2010.

The committee typically meets at least annually with our chief executive officer and vice president of human resources, and, when appropriate and as needed, general counsel and outside advisors. 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 fiscal 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 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 of other officers’ and general managers’ compensation;

•

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

•

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

•

information regarding compensation levels at peer groups of companies identified by our compensation committee and compensation consultants, and reports on U.S. Concrete’s two-year performance and current year performance versus those peer groups;

•

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

•

proposed bonus information for all Houston corporate office employees.

Management’s Role in the Compensation-Setting Process

Management plays a key role in the compensation-setting process for the executive officers, except with respect to the President and 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 incentive compensation plans; and

•

evaluating employee performance.

The compensation committee has designated our chief executive officer, chief financial officer and vice president of 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 incentive plan and bonus payouts as it deems necessary. All award payouts must be approved by the committee.

Our chief executive officer also participates in committee meetings at the committee’s request to provide:

•

information regarding U.S. Concrete’s strategic objectives;

•

his evaluations of the performance of all executive officers; and

•

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

Executive Compensation Philosophy and Policies

Our ability to hire and retain executives and other key employees is essential to our success and the success of our stockholders. Thus, the objectives of our executive compensation program are to:

•

attract and retain highly qualified and productive individuals;

•

motivate them to achieve annual and long-term financial and strategic goals; and

•

align their interests with the investment interests of our stockholders.

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. In order to achieve our objectives, our executive compensation program is designed to:

•

Be competitive. We seek to deliver fair and competitive compensation for our executive employees, including the NEOs, by targeting the fixed portion of their compensation at or near the market median in the peer groups described below.

•

Pay for performance. We seek to compensate our executive employees fairly for their contributions to our short- and long-term financial and strategic performance by providing variable compensation through our annual short-term incentive plan.

•

Emphasize stock ownership. Our compensation philosophy includes using equity-based compensation to attract and retain executive officers and align executive compensation with the interests of our stockholders.

We believe these principles will reward and encourage our management to deliver increasing stockholder value over time, and help us to attract and retain top executive talent.

Compensation Consultants and Competitive Benchmarking

In setting each executive’s base salary and annual bonus, and in awarding any long-term incentive compensation, our compensation committee considers comparative compensation information for equivalent positions from peer companies, using benchmark and market data collected and prepared by both the compensation committee’s executive compensation consultants and U.S. Concrete’s management. In general, our compensation policy is to attempt to provide total direct compensation levels for our NEOs, as well as for other employees, that are competitive (i.e., at approximately the 50^th percentile) with the peer groups described below.

The compensation committee uses the 50^th percentile as a benchmark for each component of compensation. The compensation committee takes into consideration each executive’s tenure with our company, overall experience and level of performance when determining the level of his or her base salary relative to the median. The level of bonus and long-term incentive compensation pay for each executive relative to the 50^th percentile reflects our annual performance relative to our budget approved by our Board. As a result of our recent performance, the total direct compensation for NEOs currently falls below the 25^th percentile. However, our compensation committee has the flexibility to adjust compensation for key executives with significant industry experience and/or outstanding sustained performance over a period of time, and for executives within individual business units that achieve excellent performance when company results are below budget in the aggregate.

Corporate performance objectives typically have been established based on EBITDA, contribution margin, return on assets and safety rates to budgeted levels for each business unit and for all of U.S. Concrete. We generally define EBITDA as our net income (loss), plus (1) the provision (benefit) for income taxes, (2) net interest expense, (3) noncash impairments and (4) depreciation, depletion and amortization. Our compensation committee periodically reviews the appropriateness of this financial measure, as used in our incentive plans, the degree of difficulty in achieving the targets based on this measure, as well as certain strategic and nonfinancial objective criteria.

For 2009, compensation data was obtained from Equilar, a proxy compensation database resource, to ascertain the median target level for total compensation. We have used Equilar for the past four years as a cost-effective solution to obtain peer group compensation data, and we do not use Equilar for any other purpose. We obtained compensation data for officer positions with similar titles as our NEOs for a group of companies included in the peer group used by RiskMetrics Group Inc. in 2008 to evaluate the company’s executive compensation (the “RiskMetrics Peer Group”), and companies in the chemical, construction, metals, building materials, and transportation industries with revenues between $700 million and $1 billion (the “Related Industry Peer Group”). Two different peer groups were utilized to obtain benchmark and market data for the narrow aperture of public companies with similar businesses and revenues as U.S. Concrete. Equal weighting was given to the two peer groups, to determine median target levels for base pay, annual bonus and long-term incentive compensation.

We believe that the RiskMetrics Peer Group, which includes the 12 companies in U.S. Concrete’s six-digit Global Industry Classification Standard (GICS) with 2007 fiscal year revenues closest to U.S. Concrete, is appropriate for determining peers because those companies have been used by a well recognized shareholder representative group to evaluate U.S. Concrete’s executive compensation. We believe that the specific industries of the companies in the Related Industry Peer Group are appropriate for determining peers because they provide a reasonable point of reference for comparing similar business environments, and we believe that revenue size is appropriate for determining peers because it provides a reasonable point of reference for comparing like positions and scope of responsibility. For 2009, the comparison groups consisted of the following companies:

RiskMetrics Peer Group Companies		Related Industry Peer Group Companies
AEP Industries Inc.		Amcol International Corp.
Amcol International Corp.		Ameron International Corporation
Buckeye Technologies Inc.		Apogee Enterprises Inc.
Compass Minerals International Inc.		Eagle Materials Inc.
Eagle Materials Inc.		Florida Rock Industries, Inc.
Florida Rock Industries, Inc.		Global Industries, Ltd.
Headwaters Inc.		Huttig Building Products, Inc.
Martin Marietta Materials, Inc.		Integrated Electrical Services Inc.
Mercer International Inc.		Layne Christensen Company
Schweitzer-Mauduit International Inc.		Matrix Service Company
Texas Industries, Inc.		Simpson Manufacturing Co., Inc.
Vulcan Materials Company		WCI Communities
		Willbros Group Inc.

Given the changing nature of our industry and the construction industry, the actual companies used in the benchmarking process will likely vary from year to year.

Other than the information obtained from Equilar for total compensation, no compensation consultants were engaged for the purpose of determining 2009 compensation. In February 2009, the compensation committee directed management to engage Ernst & Young LLP (“E&Y”) to provide its perspective on a proposed discretionary bonus payout in 2009 for 2008 performance. In February 2010, the compensation committee engaged Towers Watson for the purpose of advising the compensation committee with respect to 2010 compensation.

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 Bonuses. This variable cash component of pay is based on an individual’s achievement of specified operational, strategic, safety and individual goals.

•

Long-Term Equity Incentives. This variable equity component of pay is based on an individual’s grade level.

•

401(k) Plan. All executive officers are eligible to participate in our 401(k) Plan, which we make available to substantially all of our employees, and pursuant to which we matched employee contributions in 2009 dollar-for-dollar up to 5% of an employee’s annual salary, but not exceeding statutory limitations.

•

Employee Stock Purchase Plan (“ESPP”). All executive officers were eligible to participate in our ESPP in 2009, which we made available to all employees who work at least 20 hours a week and five months a year. The ESPP permitted eligible employees to purchase shares of our common stock at a 15% discount through payroll deductions, but not exceeding statutory limitations.

•

Deferred Compensation Plan. All executive officers were eligible to participate in our deferred compensation plan in 2009, under which they were permitted to defer up to 80% of their base compensation and 100% of their incentive compensation.

•

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

•

Perquisites and other Executive Benefits. Refer to the “Perquisites and Other Benefits” section below.

Elements of Our Executive Compensation Program

Base Salary

Our compensation committee’s general approach is to determine base salaries initially by evaluating the levels of responsibility, prior experience and breadth of knowledge of the executives, internal equity issues and external pay practices. The committee reviews executive salaries annually based on a variety of factors, including individual scope of responsibility and accountability, individual performance, general levels of market salary increases and U.S. Concrete’s overall results. The committee generally grants salary increases within a pay-for-performance framework. The committee assesses performance for base salary purposes based on (1) goal accomplishments, with such goals being set by supervisors, or in the case of the chief executive officer, by the Board, and (2) job-related behaviors relative to defined competencies, such as productivity, ownership, teamwork, corporate citizenship and managerial competence.

The 2009 base salaries for the NEOs were as follows:

Name and Title		2008 Base Salary (1)
Michael W. Harlan, President and Chief Executive Officer		$	500,000
Robert D. Hardy, Executive Vice President and Chief Financial Officer		$	350,000
Michael L. Gentoso, Regional Vice President — Atlantic Region		$	245,400
Jeff L. Davis, Vice President and General Manager — Central Concrete Supply Co., Inc.		$	245,400
Curt M. Lindeman, Vice President, General Counsel and Corporate Secretary		$	245,000

Annual Bonus

Our compensation committee considers awarding cash bonuses to executive officers on an annual basis. For 2009, the committee adopted a short-term incentive plan for all our salaried employees, including all our executive officers. The plan’s purpose was to attract, retain, motivate and reward team members for successful company, business unit and individual performance, with rewards that are commensurate with the level of performance attained.

The incentive plan consisted of two components; a financial component, which represented 60% of each participant’s potential individual target bonus, and a strategic component, which represented 40% of each participant’s potential individual target bonus. The financial component could only be earned if U.S. Concrete’s overall EBITDA was equal to or greater than $38.56 million. The overall company EBITDA for 2009 was below the budgeted EBITDA threshold, so participants did not receive any cash bonus under the financial component of the 2009 short-term incentive plan. The strategic component was not subject to the above-referenced EBITDA threshold; however, it was subject to the discretion of the compensation committee, taking into consideration market conditions and other criteria it deemed appropriate. Based on U.S. Concrete’s 2009 financial results, the compensation committee did not award any cash bonus under the strategic component of the 2009 short-term incentive plan. Therefore, no participant received a cash bonus under the 2009 short-term incentive plan.

Financial Component

If U.S. Concrete would have exceeded the $38.56 million EBITDA threshold, 60% of a participant’s bonus payout would have been calculated based on: (1) such participant’s target bonus; and (2) the financial performance of such participant’s business unit.

•

Determination of Target Bonus subject to the Financial Component. Each participant was designated a grade level based on such employee’s position in our organization. The grade level determined a participant’s target bonus, as a percentage of such participant’s annual base pay, which for 2009, ranged from 56.25% to 26.25% for the NEOs. As an example, Mr. Harlan’s total target bonus was $281,250 (56.25% of his annual salary of $500,000), and $168,750 was the amount subject to the financial component (60% of $281,250).

•

Evaluation of Business Unit Performance/Determination of Payout under the Financial Component. The amount of a participant’s target bonus to be paid out under the financial component was to be determined by that participant’s business unit’s free cash flow and return on assets compared to budget, and based on the schedule set forth below. The two metrics were to be weighted equally, so that one-half of the participant’s bonus under the financial component would have been applied to each metric. Participants in the Houston corporate office would have been evaluated on the basis of our consolidated free cash flow and return on assets.

% of Budget Attained		% Target Bonus
150%			200	%
140%			180	%
130%			160	%
120%			140	%
110%			120	%
100%			100	%
95%			95	%
90%			90	%
85%			85	%
80%			80	%
75%			75	%

As an example, if U.S. Concrete’s consolidated free cash flow was 80% of budget, and consolidated return on assets was 75% of budget, then Mr. Harlan would have received a bonus, under the financial component, of $130,781 (($84,375)(0.80) + ($84,375)(0.75)).

Strategic Component

The strategic component was not subject to an EBITDA threshold. However, the payout of any bonus under the strategic component was subject to the discretion of the compensation committee, taking into consideration market conditions and other criteria it deemed appropriate. Based on U.S. Concrete’s 2009 financial results, the compensation committee did not award any cash bonus under the strategic component of the 2009 short-term incentive plan.

If the compensation committee would have awarded cash bonuses under the strategic component, 40% of a participant’s bonus payout would have been calculated based on: (1) such participant’s target bonus; and (2) the accomplishment of certain strategic items by the participant and such participant’s business unit.

•

Determination of Target Bonus subject to the Strategic Component. The determination of a participant’s target bonus under the strategic component was the same as under the financial component. However, only 40% was subject to payout under the strategic component. As an example, Mr. Harlan’s total target bonus was $281,250 (56.25% of his annual salary of $500,000), and $112,500 was the amount subject to the strategic component (40% of $281,250).

•

Evaluation of the Accomplishment of Certain Strategic Items/Determination of Payout under the Strategic Component. The amount of a participant’s available target bonus to be paid out under the strategic component was to be determined by the accomplishment of certain strategic metrics by the participant and such participant’s business unit, and based on the schedule set forth below. The strategic metrics varied by business unit and individual responsibilities, but included some combination of the following:

strategic positioning: aggressive pursuit of projects funded by the federal stimulus package; development of an updated, long-term strategic plan; recognition of competitive market; management of supplier/vendor relationships; identification of vertical integration potentials; recognition of market shifts and customer balance; and development of alternative financing vehicles to facilitate U.S. Concrete’s growth objectives;

operational efficiencies: improvement in cash management, yards-per-man-hour, cubic-yards-per-truck, cost-per-yard, average loads per truck, average number of orders per day, and on-time delivery percentage; reduction in back-charges; and various other administrative metrics;

new product development: complete development of R&D laboratory; identification of product opportunities with commercial viability; and the launch of one new product during 2009;

project impact: completion of Phase I implementation; use of Siebel quote system and effectiveness; effectiveness of Command Alkon standardization; shared service implementation and effectiveness; enhanced use of reporting tools; and development and implementation of ongoing training and support programs;

employee deployment: continued employee training; development of succession planning; and completion of performance reviews; and

safety rates: favorable incident rate, recordable rate, and lost workday incident rate, as compared to budgeted rates.

The amount of a participant’s available target bonus under the strategic component was according to the following schedule:

		% of Available Bonus
Individual Rating		to be Paid Out
0.0 (Below Threshold)			0	%
1.0 (Threshold)			50	%
2.0 (Target)			100	%
3.0 (Optimum)			200	%

As an example, if Mr. Harlan’s individual rating was 3.0, then he would have received a bonus, under the strategic component, of $225,000 ($112,500 x 2).

Under all of the examples above, Mr. Harlan would have earned a total cash bonus of $355,781 ($130,781 + $225,00). However, as described earlier, no participant received a cash bonus under the 2009 short-term incentive plan.

Incentive Compensation, Restricted Stock and Nonqualified Stock Option Awards

Our compensation committee believes that equity compensation is one of the most effective means of creating a long-term link between the compensation provided to executive officers and other key management personnel and gains realized by our stockholders. Since 2003, we have been emphasizing restricted stock grants to executives and key employees. However, we granted 85,000 and 234,000 stock options to executive officers in 2008 and 2009, respectively, to provide an additional long-term incentive to make this component of executive compensation more competitive with the external market. The compensation committee currently intends to continue to use a combination of restricted stock and nonqualified stock options as long-term incentive compensation because:

•

restricted stock and nonqualified stock option awards 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; and

•

the vesting period encourages executive retention.

In determining the number of shares of restricted stock and nonqualified stock options to be granted to our executive officers, our compensation committee takes into account each individual’s position, scope of responsibility, ability to affect profits and stockholder value, and the individual’s historic and recent performance.

The compensation committee’s practice has been to determine the dollar amount of equity compensation to be provided by considering comparative long-term compensation information for equivalent positions from peer companies, and then attempting to grant a number of shares of restricted stock and/or nonqualified stock options that have a fair market value at approximately the 50^th percentile as of the date of grant. In 2009, the decline in the trading price of our common stock precluded the compensation committee from awarding the number of shares equal to the 50^th percentile market valuation. Consequently, while the compensation committee granted approximately the same number of shares as in previous years, the aggregate value of the granted shares was significantly below that of grants made in previous years. With the exception of promotions, new hires and employees of acquired companies, the committee generally makes these awards during the first quarter of each year.

Generally, our awards of restricted stock are granted on, or as soon as practicable following, the compensation committee action date and vest in equal installments over a four-year period. However, vesting may be accelerated following a change of control or other specified events involving our company, or upon termination of the applicable employee’s employment by reason of death, disability or retirement. Additionally, vesting may be accelerated, if provided in a written employment or severance agreement between an executive officer and us, upon termination of such executive officer’s employment by us without cause or termination of such executive officer’s employment by such executive officer for good reason or good cause. We have agreements in effect now for each of the NEOs that would provide for early vesting in the circumstances described above.

In 2007, 2008 and 2009, the compensation committee approved grants of 145,500, 184,000 and 193,000 shares of restricted stock, respectively, to the NEOs for such years. The grants relate to the service of the NEOs during the year of grant, and as an incentive to achieve U.S. Concrete’s future objectives. The shares of restricted stock represent the right to receive on the payout date specified in the award a number of shares of U.S. Concrete common stock equal to the number of shares awarded, subject to the vesting requirements. The compensation committee has determined that no equity awards will be made to directors, officers or employees during the Company’s publicly disclosed restructuring process.

In 2007, the committee did not grant any nonqualified stock options to employees, including the NEOs. In 2008 and 2009, the committee granted 55,000 and 160,000 nonqualified stock options, respectively, to the NEOs for these years.

The equity grants received during 2007, 2008 and 2009 by our 2009 NEOs, were as follows:

		2007 Restricted				2008 Restricted				2008				2009 Restricted				2009
Name		Stock Awards				Stock Awards				Option Awards				Stock Awards				Option Awards
Michael W. Harlan			37,500				30,000				25,000				70,000				70,000
Robert D. Hardy			20,000				30,000				10,000				45,000				45,000
Michael L. Gentoso (1)			N/A				26,000				0				26,000				15,000
Jeff L. Davis			N/A				N/A				N/A				26,000				15,000
Curt M. Lindeman (2)			N/A				26,000				10,000				26,000				15,000

Retirement Plans

We maintain a 401(k) plan pursuant to which we historically matched employee contributions dollar-for-dollar up to 5% of an employee’s annual salary, but not exceeding statutory limitations. Effective January 1, 2010, we suspended the matching contribution as part of our overall cost-control initiatives. We may consider reinstating the matching contribution in the future.

Employee Stock Purchase Plan

Our ESPP was historically available to all employees who worked at least 20 hours a week and five months a year. The ESPP permitted eligible employees to purchase shares of our common stock at a 15% discount through payroll deductions. Employees elected a whole number percentage between 1% and 10% of gross salary to be deducted from paychecks. A six-month deduction was used to purchase our stock at a price equal to 85% of the price on the last day of the offering period. Shares were deposited into a brokerage account for each employee following the end of each offering period in June and December. Effective January 1, 2010, we suspended the ESPP. We may consider reinstating the ESPP in the future.

Deferred Compensation Plan

All our executive officers were historically eligible to participate in our deferred compensation plan, which allowed participants to defer up to 80% of their base compensation, and up to 100% of their incentive compensation, and allowed the deferral of supplemental retirement funds beyond the 401(k) statutory limitations. The deferral reduced the participating executives’ federal taxable income in the year of deferral. However, Federal Insurance Contributions Act (FICA) contributions, Medicare and local income taxes were paid at the time of deferral. Investment options included 14 mutual funds in which deferred funds could be invested, as selected by each participant. Participants could elect multiple future dates in which to receive payment of the deferred funds. When an individual receives a distribution of the previously deferred funds, federal income tax is due on the amount distributed. Effective November 4, 2009, we terminated the deferred compensation plan. The participants in the plan will receive a lump-sum distribution of their account balance on November 5, 2010, or earlier if required pursuant to the terms of the deferred compensation plan.

The NEOs that participated in the plan in 2009 were Messrs. Harlan and Hardy. Mr. William T. Albanese, a director and Vice President of Business Development — Northern California also participated in the plan in 2009.

Perquisites and Other Benefits

We provide certain executive officers with employee benefits and perquisites. Except as we have noted under “Elements of Our Executive Compensation Program,” the employee benefits programs in which our executive officers participate (which provide benefits such as medical coverage, group term life insurance protection, and, historically, a matching contribution to our 401(k) retirement plan) are generally the same programs offered to substantially 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.

Perquisites did not constitute a material portion of the compensation to the NEOs for 2009. We believe the perquisites provided are below general industry practice, but reasonable.

Post-Employment Arrangements for Our Executive Officers

In 2007, our compensation committee determined that it was in our best interest to enter into executive severance agreements with uniform terms and conditions with certain executive officers and key employees. We have entered into such an agreement with each of the NEOs. 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 should reflect the fact that it may be difficult for such employees to find comparable employment within a short period of time, and be paid as promptly as practicable following termination so that such employee’s departure is not a distraction. Each such agreement also contains a confidentiality agreement, requiring the applicable officer to maintain the confidentiality of confidential information we provide him, as well as a noncompetition agreement that generally extends for one year after the officer’s employment terminates (subject to extension in the event of a change of control, so that the noncompetition agreement will extend to cover the number of months used to determine the severance benefits payable to him (as described below)).

In the case of a termination of the applicable officer’s employment either 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 the officer’s monthly base salary in effect on the date of termination multiplied by 12, together with a prorated amount of monthly base salary for any partial month in which the termination occurs;

•

a lump-sum payment in cash equal to the amount of the officer’s (1) 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, and (2) the value of unused vacation days earned the year prior to the year in which the termination occurs, plus pro rata vacation days earned in the year in which the termination occurs;

•

payment by us 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; and

•

immediate vesting 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, and immediate lapsing of any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards on the date of termination.

Our senior management and other employees have made significant contributions to U.S. Concrete 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 interest 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. Compared to the overall value of our company, these potential change-in-control benefits are relatively minor.

In the event there is a “change in control” of our company and within one year thereafter the officer’s employment is terminated by us without cause or by the officer for good cause, the lump-sum payments described above with respect to monthly base salary and target bonus will each be increased by multiplying them by: 3.0, in the case of Mr. Harlan; 2.5, in the case of Messrs. Hardy and Lindeman; and 2.0, in the case of Messrs. Davis and Gentoso.

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, except that any unvested stock options would not become vested, but instead would terminate immediately.

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 pro rata monthly base salary and unused vacation, in each case through the date of termination, and (except in the case of a for cause termination for gross negligence or willful misconduct or neglect) all unvested stock options, restricted stock, restricted stock units and other awards held by the officer would be cancelled. 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.

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 our company 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;

•

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 Securities Exchange Act of 1934, as amended, or cease to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, 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 each of Messrs. Harlan, Hardy and Lindeman, any restructuring of such executive’s 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 our company merges or consolidates with any other person or entity, and the voting securities of our company 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 the voting securities of our company or such surviving entity outstanding immediately after such merger or consolidation;

•

the date our company sells all or substantially all of our assets to any other person or entity;

•

the date our company is dissolved;

•

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 then outstanding voting securities of our company; or

•

the date the individuals who currently constitute the nonemployee members of our Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the nonemployee 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.

Based on a hypothetical termination date of December 31, 2009 for each of our NEOs, the severance benefits for those NEOs due to a termination either by us without “cause” or by the officer for “good cause” pursuant to the terms of the executive severance agreements would have been as follows:

										Healthcare
										and Other				Fair Market Value of
		Total Base				Targeted				Insurance				Accelerated Unvested
Name		Salary Sum				Bonus				Benefits				Equity Compensation				Total (1)
Michael W. Harlan		$	500,000			$	281,250			$	21,696			$	316,218			$	1,119,164
Robert D. Hardy		$	350,000			$	157,500			$	13,042			$	208,171			$	728,713
Michael L. Gentoso		$	245,400			$	73,620			$	21,244			$	133,273			$	473,537
Jeff L. Davis		$	245,400			$	73,620			$	14,648			$	113,992			$	447,660
Curt M. Lindeman		$	245,000			$	73,500			$	17,481			$	153,125			$	489,106

Based on a hypothetical termination date of December 31, 2009 for each of our NEOs, the change in control termination benefits for those NEOs pursuant to the terms of the executive severance agreements would have been as follows:

														Fair Market
														Value of
										Healthcare And				Accelerated
		Total Base								Other Insurance				Unvested Equity
Name		Salary Sum				Targeted Bonus				Benefits				Compensation				Tax Gross Up				Total (1)
Michael W. Harlan		$	1,500,0000			$	843,750			$	21,696			$	316,218			$	329,951			$	3,011,615
Robert D. Hardy		$	875,000			$	393,750			$	13,042			$	208,171			$	138,423			$	1,628,386
Michael L. Gentoso		$	490,800			$	147,240			$	21,244			$	133,273			$	0			$	792,557
Jeff L. Davis		$	490,800			$	147,240			$	14,648			$	113,992			$	0			$	766,680
Curt M. Lindeman		$	612,500			$	183,750			$	17,481			$	153,125			$	75,481			$	1,042,337

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code generally disallows a deduction to public companies to the extent of excess annual compensation over $1 million paid to certain executive officers, except for qualified performance-based compensation. The compensation committee plans to review this matter as appropriate and take action as may be necessary to preserve the deductibility of compensation payments to the extent reasonably practical and consistent with our compensation objectives.

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 creates a commonality of interest and alignment of our long-term interests with those of our stockholders.

REPORT OF THE COMPENSATION COMMITTEE

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report is furnished by the compensation committee of the Board of Directors.

		John M. Piecuch, Chairman
		Vincent D. Foster
		Ray C. Dillon

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation we paid for 2007, 2008 and 2009 to Named Executive Officers.

																										Change in
																										Pension
																										Value and
																										Nonqualified
														Restricted								Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				Other
Name and Principal Position		Year				Salary (1)(2)				Bonus (3)				Awards (4)				Awards (5)				Compensation (3)				Earnings (6)				Compensation (7)				Total
Michael W. Harlan, President			2009			$	499,999			$	0			$	101,500			$	47,278			$	0			$	0			$	12,940			$	661,717
and Chief Executive			2008			$	491,250			$	250,000			$	123,600			$	39,548			$	0			$	0			$	12,190			$	916,588
Officer			2007			$	423,333			$	0			$	317,200			$	0			$	0			$	0			$	30,344			$	770,877
Robert D. Hardy,			2009			$	349,999			$	0			$	65,250			$	30,393			$	0			$	0			$	12,940			$	458,582
Executive Vice President and			2008			$	343,750			$	153,000			$	123,600			$	15,819			$	0			$	0			$	12,190			$	648,359
Chief Financial Officer			2007			$	306,250			$	0			$	168,400			$	0			$	0			$	0			$	23,940			$	498,590
Michael L. Gentoso,			2009			$	241,858			$	0			$	37,700			$	10,131			$	0			$	0			$	39,464			$	329,153
Regional Vice President — Atlantic Region (9)			2008			$	235,175			$	71,000			$	107,120			$	0			$	0			$	0			$	12,135			$	425,430
Jeff L. Davis, Vice President and General Manager — Central Concrete Supply Co., Inc. (9)			2009			$	241,858			$	0			$	37,700			$	10,131			$	0			$	0			$	16,267			$	305,956
Curt M. Lindeman,			2009			$	244,999			$	0			$	37,700			$	10,131			$	0			$	0			$	12,926			$	305,756
Vice President, General Counsel and Corporate Secretary (8)			2008			$	233,750			$	73,500			$	107,120			$	15,819			$	0			$	0			$	12,052			$	442,241

(7)

The amounts in the “Other Compensation” column include the following items for fiscal year 2009:

	(a)		Matching contributions under our 401(k) Plan of $12,250 for each of Messrs. Harlan, Hardy, Gentoso, Davis and Lindeman.
	(b)		Life insurance premiums paid by us for Messrs. Harlan, Hardy, Gentoso, Davis and Lindeman, of $690, $690, $654, $276 and $676, respectively.
	(c)		To compensate Messrs. Gentoso and Davis for changes to the Company’s automobile policy, automobiles valued at $26,560 and $3,741 were transferred to Messrs. Gentoso and Davis, respectively.

GRANTS OF PLAN-BASED AWARDS

																																		All Other
																														All Other				Option
																														Stock				Awards:								Grant
						Estimated Future Payouts Under												Estimated Future Payouts Under												Awards:				Number of				Exercise or				Date Fair
						Non-Equity												Equity												Number of				Securities				Base Price of				Value of Stock
						Incentive Plan Awards (1)												Incentive Plan Awards (2)												Shares of				Underlying				Option				and Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				Stock				Options				Awards				Awards (3)
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($)				($)
Michael W. Harlan			3/9/09				56,250				281,250				750,000				N/A				70,000				N/A				0				0				N/A				47,278
			3/9/09																				70,000																1.45				101,500
Robert D. Hardy			3/9/09				31,500				157,500				420,000				N/A				45,000				N/A				0				0				N/A				30,393
			3/9/09																				45,000																1.45				65,250
Michael L. Gentoso			3/9/09				14,724				73,620				196,320				N/A				26,000				N/A				0				0				N/A				10,131
			3/9/09																				15,000																1.45				37,700
Jeff L. Davis			3/9/09				14,724				73,620				196,320				N/A				26,000				N/A				0				0				N/A				10,131
			3/9/09																				15,000																1.45				37,700
Curt M. Lindeman			3/9/09				14,700				73,500				196,000				N/A				26,000				N/A				0				0				N/A				10,131
			3/9/09																				15,000																1.45				37,700

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards																Stock Awards
		Number of				Number of
		Securities				Securities
		Underlying				Underlying												Number of Shares or				Market Value of
		Unexercised				Unexercised				Option				Option				Units of Stock That				Shares or Units of
		Options (#)				Options (#)				Exercise				Expiration				Have Not				Stock That Have Not
Name		Exercisable				Unexercisable				Price				Date				Vested (#) (1)				Vested (2)
Michael W. Harlan			175,000				0			$	8.00				5/25/2009				118,000			$	107,380
			70,000				0			$	8.00				3/2/2010
			60,000				0			$	7.00				3/15/2011
			80,000				0			$	6.27				2/29/2012
			0				25,000			$	4.12				2/15/2018
Robert D. Hardy			0				10,000			$	4.12				2/15/2018				81,250			$	73,938
Michael L. Gentoso			25,000				0			$	6.44				2/13/2011				53,000			$	48,230
Jeff L. Davis			0				0				—				—				49,750			$	45,273
Curt M. Lindeman			0				10,000			$	4.12				2/15/2018				57,750			$	52,553

		Harlan				Hardy				Gentoso				Davis				Lindeman
1/1/10																			4,750
3/1/10			39,875				27,500				15,625				15,625				13,000
6/30/10			1,250				—				—				—				1,500
10/1/10			—				—				1,625				—				1,250
1/1/11			—				—				—				—				4,750
3/1/11			33,125				23,750				14,625				14,625				13,000
6/30/11			1,250				—				—				—				—
10/1/11			—				—				1,625				—				—
3/1/12			25,000				18,750				13,000				13,000				13,000
3/1/13			17,500				11,250				6,500				6,500				6,500

OPTION EXERCISES AND STOCK VESTED

		Option Awards								Stock Awards
		Number of Shares				Value Realized				Number of Shares				Value Realized
		Acquired on Exercise (#)				on Exercise				Acquired on Vesting (#)				on Vesting
Michael W. Harlan (1)			0			$	0				31,750			$	52,721
Robert D. Hardy (2)			0			$	0				16,250			$	24,863
Michael L. Gentoso (3)			0			$	0				13,000			$	21,228
Jeff L. Davis (4)			0			$	0				11,375			$	18,416
Curt M. Lindeman (5)			0			$	0				14,000			$	30,948