Page 30 - Martin Marietta - 2021 Proxy Statement

DIRECTOR COMPENSATION / PROPOSAL 1: ELECTION OF DIRECTORS

Director Compensation Table
The table below summarizes the compensation paid by Martin Marietta to each person who served as a non-employee
Director during the fiscal year ended December 31, 2020.

Change in Pension
Value and
Nonqualified Deferred
Fees Earned or Stock Compensation All Other
Name 1 Paid in Cash ($) 2 Awards ($) 3 Earnings ($) 4 Compensation ($) 5 Total ($)
(a) (b) (c) (f) (g) (h)
Dorothy M. Ables 125,000 130,138 211 4,312 259,661
Sue W. Cole 120,000 130,138 25,856 59,563 335,557
Smith W. Davis 128,000 130,138 377 7,504 266,019
Anthony R. Foxx 6 30,000 130,139 125 290 160,554
John J. Koraleski 165,189 130,138 748 10,209 306,284
Laree E. Perez 145,000 130,138 12,622 33,326 321,086
Thomas H. Pike 120,000 130,138 70 2,596 252,804
Michael J. Quillen 138,813 130,138 12,777 38,036 319,764
Donald W. Slager 135,000 130,138 570 6,200 271,908
David C. Wajsgras 93,750 130,138 20 2,171 226,079
Stephen P. Zelnak, Jr. 7 33,750 0 3,711 17,188 54,649

1 Mr. Nye, who is the Chief Executive Officer of Martin Marietta and a member of the Board of Directors, is not included in this table because he is not
compensated separately for his service as a Director. The compensation received by Mr. Nye as an employee of Martin Marietta is shown in the
Summary Compensation Table on page 65.
2 The amounts in column (b) reflect fees earned in 2020. Some of these fees were deferred pursuant to the Common Stock Purchase Plan for Directors in
the form of common stock units. The number of units of common stock credited in 2020 to each of the Directors under the Common Stock Purchase
Plan for Directors and the grant date fair value for these awards determined in accordance with FASB ASC Topic 718, are as follows: Ms. Ables, 0;
Ms. Cole, 550 units and $120,233 value, respectively; Mr. Davis, 587 units and $128,355 value, respectively; Mr. Foxx, 0; Mr. Koraleski, 758 units and
$165,451 value, respectively; Ms. Perez, 0; Mr. Pike, 0; Mr. Quillen, 637 units and $139,458 value, respectively; Mr. Slager, 0; Mr. Wajsgras, 436 units
and $94,100 value, respectively; and Mr. Zelnak, 75 units and $17,065 value, respectively. The number of units credited to each of the Directors as of
December 31, 2020, including units accumulated under the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 15,636;
Mr. Davis, 1,610; Mr. Foxx, 0; Mr. Koraleski, 1,993; Ms. Perez, 5,258; Mr. Pike, 0; Mr. Quillen, 6,909; Mr. Slager, 0; and Mr. Wajsgras, 436.
3 Each Director who was serving immediately following the 2020 Annual Meeting of Shareholder received 770 RSUs in May 2020. Mr. Foxx received 508
RSUs upon joining the Board in November 2020. The amounts in column (c) reflect the grant date fair value for these awards determined in accordance
with FASB ASC Topic 718. The RSUs fully vested upon award and will be distributed to the Director upon retirement, except Ms. Perez and Mr. Quillen,
who each received a distribution of 385 unrestricted shares of common stock and deferred the distribution of 385 RSUs until retirement. As of
December 31, 2020, each Director held RSUs in the amounts as follows: Ms. Ables, 2,114; Ms. Cole, 10,923; Mr. Davis, 1,979; Mr. Foxx, 508;
Mr. Koraleski, 2,918; Ms. Perez, 9,714; Mr. Pike, 1,348; Mr. Quillen, 9,714; Mr. Slager, 2,957; and Mr. Wajsgras, 770. As of December 31, 2020, none
of the Directors held options for common stock. Mr. Zelnak’s RSUs were distributed upon his retirement.
4 The amounts in column (f) reflect interest paid on fees deferred in cash under the Common Stock Purchase Plan for Directors.
5 The amounts in column (g) reflect for each Director the dollar value of dividend equivalents paid in 2020 on common stock units held under the
Common Stock Purchase Plan for Directors. The Directors did not receive perquisites or other personal benefits in 2020.
6 Mr. Foxx’s fees were prorated since he joined the Board in November 2020.
7 Mr. Zelnak retired at the 2020 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement at the annual meeting of
shareholders following the Director’s 75th birthday.

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