Page 23 - Martin Marietta - 2022 Proxy Statement

THE BOARD OF DIRECTORS / BOARD COMMITTEES

Management Development and Compensation Committee

Current Members: Primary Responsibilities:
John J. Koraleski (Chair) • Establishes an overall strategy with respect to compensation for officers and management to
Thomas H. Pike enable Martin Marietta to attract and retain qualified employees.
Michael J. Quillen • Reviews and oversees executive succession and management development plans.
David C. Wajsgras
• Reviews and approves management’s assessment of the performance of executive officers, and
reviews and approves the salary, incentive compensation, and other compensation of such officers.
• Approves and administers our equity and other plans relating to compensation of Martin Marietta’s
directors and executive officers.
• Reviews and discusses the Compensation Discussion and Analysis and produces a compensation
committee report as required by the SEC to be included in this Proxy Statement.
• Provides oversight of our Benefit Plan Committee, which administers Martin Marietta’s defined
benefit and contribution plans.
• Reviews and approves the goals and objectives for the CEO’s compensation, evaluates the CEO’s
performance in light of those goals and objectives, and determines and approves the CEO’s
compensation.
• Makes recommendations to the Board on changes in the compensation of non-employee directors.
• Reviews annually the adequacy of the Committee charter and recommends proposed changes to
Meetings in 2021 the Board.
4 • Has the authority, in its sole discretion, to retain, pay, and terminate any consulting firm, if any,
used to assist in evaluating director, CEO, or senior executive compensation.
• Reviews matters relating to human capital management, diversity, equity and inclusion (DEI), talent
acquisition and retention, and compensation matters related thereto.
Average Attendance
in 2021: Other Governance Matters:
94% All members are non-employee, independent Directors as required by the rules of the NYSE, the Martin
Marietta Guidelines for Director’s Independence, applicable rules of the SEC, and the Committee’s
charter.

Nominating and Corporate Governance Committee

Current Members: Primary Responsibilities:
Donald W. Slager (Chair) • Develops criteria for nominating and appointing directors, including Board size and composition,
Sue W. Cole corporate governance policies, and individual director expertise, attributes and skills.
Smith W. Davis • Recommends to the Board the individuals to be nominated as directors.
Laree E. Perez
• Recommends to the Board the appointees to be selected for service on the Board Committees.
• Oversees an annual review of the performance of the Board and each Committee.
• Reviews annually the adequacy of the Committee charter and recommends proposed changes to the
Meetings in 2021 Board.
3 • Oversees the development and implementation of a set of corporate governance principles applicable
to Martin Marietta.

Other Governance Matters:
Average Attendance All members are non-employee, independent Directors as required by the rules of the NYSE.
in 2021: Upon recommendation of this Committee, the Board of Directors has adopted a set of Corporate
Governance Guidelines for Martin Marietta. The Guidelines are posted and available for public viewing
92% upon request from Martin Marietta’s Corporate Secretary.
on our website at https://ir.martinmarietta.com/corporate-governance. A copy may also be obtained

18 2022 PROXY STATEMENT