Page 29 - Martin Marietta - 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS / DIRECTOR NOMINEES

1 This is in addition to the annual retainer and the annual Audit Committee member retainer
2 This is in addition to the annual retainer in view of increased responsibilities
3 This is in addition to the annual retainer and the annual Committee chair retainers in view of increased responsibilities.

The Company reimburses Directors for the travel expenses of, or provides transportation on Company aircraft for, Board
and Committee meetings, meetings with management or independent consultants or advisors, and other Company-
related events, such as Investor Day and meetings with potential Board candidates. No Directors received personal use of
Martin Marietta’s aircraft or other perquisites or personal benefits in 2020.

Equity Compensation Paid to Board Members

Non-employee Directors received an award of restricted stock units (RSUs) with a value of $130,000 (rounded up to the
nearest RSU) based on the closing price as of the date of grant, which was generally immediately following the 2020
Annual Meeting of Shareholders in May 2020. In May 2020, this award was 770 RSUs. Mr. Foxx received his RSU award of
508 RSUs when he joined the Board. The RSUs granted to the Directors in 2020 were fully vested upon award. Directors
are required to defer at least 50% of the RSUs until retirement from the Board. Directors may choose to voluntarily defer
an additional portion of their RSUs, and any RSUs that are not so deferred are settled in shares of common stock of Martin
Marietta as soon as practicable following the grant date. The RSUs were awarded under the Martin Marietta Amended
and Restated Stock-Based Award Plan (the Stock Plan), which was approved by shareholders on May 19, 2016. The Stock
Plan provides that, during any calendar year, no non-employee Director may be granted (i) restricted shares and other full-
value stock-based awards, including RSUs, in respect of more than 7,000 shares of common stock of Martin Marietta or
(ii) options or stock appreciation rights in respect of more than 20,000 shares of common stock of Martin Marietta.

The Directors do not have voting or investment power for their respective RSUs.

Deferred Compensation Program for Board Members
The Common Stock Purchase Plan for Directors provides that non-employee Directors may elect to receive all or a portion
of their fees earned in 2020 in the form of Martin Marietta common stock units. If deferral is elected, there is a mandatory
deferral minimum time of three years with, subject to certain restrictions, redeferrals at each Director’s election up to the
date the person ceases to be a Director or the date that is one year and one month following the date that the person
ceases to be a Director. Directors may elect to receive payment of the deferred amount in a single lump sum or in equal
annual installments for a period of up to ten years. By resolution adopted by Martin Marietta’s Board of Directors on
May 17, 2018, amounts deferred under the plan in common stock are credited toward units of common stock at 100% of
the fair market value of the common stock (the closing price of the common stock as reported in The Wall Street Journal)
on the date the Director fees would otherwise be paid. Prior to that, amounts deferred under the plan in common stock
were credited toward units of common stock at a 20% discount from the fair market value of the common stock (the
closing price of the common stock as reported in The Wall Street Journal) on the date the Director fees would otherwise
be paid. There are no matching contributions made by Martin Marietta. Dividend equivalents are paid on the units at the
same rate as dividends are paid to all shareholders. The Directors do not have voting or investment power for their
respective common stock units. Directors may also elect to defer their fees into a cash-based account on the same basis.
Amounts deferred under the plan in cash are credited with interest at the prime rate as of January 1 of that year.

24 2021 PROXY STATEMENT