Page 28 - Martin Marietta - 2021 Proxy Statement

DIRECTOR NOMINEES / PROPOSAL 1: ELECTION OF DIRECTORS

Mr. Wajsgras served as Raytheon Company (NYSE: RTN) vice Key attributes,
president and president of the Intelligence, lnformation and Services experience and skills:
(IIS) business from March 2015 to April 2020. Raytheon is a major
U.S. defense contractor and industrial corporation. IIS provides a full • Extensive financial and operating
experience
range of technical and professional services to intelligence, defense,
federal and commercial customers worldwide. The business • Knowledge of corporate finance,
specializes in global Intelligence, Surveillance and Reconnaissance; strategic planning and risk
navigation; Department of Defense space and weather solutions; management processes
cybersecurity; analytics; training; logistics; mission support; • Experience as a public company
engineering; automation and sustainment solutions; and CFO, as well as expansive
international and domestic Air Traffic Management systems. Prior to knowledge of accounting
DAVID C. this role, he was senior vice president and chief financial officer (CFO) principles and practices, auditing,
of Raytheon from March 2006 to March 2015. Mr. Wajsgras is also internal control over financial
WAJSGRAS an independent director of Parsons Corporation (NYSE: PSN), a reporting, and risk management
digitally enabled solutions provider focused on the defense, processes
Director Since: 2020
intelligence, and critical infrastructure markets. He was named
Age: 61 • Expertise in cybersecurity
Federal Computer Week’s prestigious Industry Eagle Award winner in products and services
Committees: 2018 for his pivotal role in the U.S. government Information
Technology community. In 2012, Mr. Wajsgras was named one of
the Wall Street Journal’s 25 Best CFOs among the larger companies
in the Standard & Poor’s 500 Index. Mr. Wajsgras earned his
Bachelor’s degree in accounting from the University of Maryland. He
has a Masters in Business Administration from American University.

The Board Unanimously Recommends a Vote “FOR” all Nominees for Election to the Board of Directors on this
Proposal 1

Director Compensation
Martin Marietta uses a combination of cash and stock-based compensation to attract and retain qualified candidates to
serve on the Board of Directors. In setting Director compensation, Martin Marietta considers the significant amount of time
that Directors expend in fulfilling their duties to Martin Marietta as well as the skill level required by Martin Marietta of
members of the Board. The Board determines reasonable compensation for Directors upon recommendation of the
Management Development and Compensation Committee of the Board, which retains an independent compensation
consultant to assist it in making each recommendation.

Cash Compensation Paid to Board Members
The cash-based elements of annual Director compensation for fiscal year 2020 paid in quarterly installments, measured
from the end of the month during which the 2020 Annual Meeting of Shareholders was held, were as follows.

Cash Component Amount
Annual Board Cash retainer $120,000
Annual Audit Committee chair retainer 1 $ 20,000
Annual Management Development and Compensation Committee chair retainer 2 $ 17,500
Annual Finance Committee chair retainer 2 $ 15,000
Annual Nominating and Corporate Governance Committee chair retainer 2 $ 15,000
Annual Ethics, Environment, Safety and Health Committee chair retainer 2 $ 8,000
Annual Audit Committee member retainer 2 $ 5,000
Annual Lead Independent Director retainer 3 $ 30,250

Audit Ethics, Environment, Safety Executive Finance Management Development Nominating & Corporate
Committee & Health Committee Committee Committee & Compensation Committee Governance Committee

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