Page 29 - Martin Marietta - 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS / DIRECTOR COMPENSATION

Mr. Wajsgras served as Raytheon Company (NYSE: RTN) president of Key attributes,
the Intelligence, lnformation and Services (IIS) business from March experience and skills:
2015 to April 2020. Raytheon is a major U.S. defense contractor and
industrial corporation. IIS provides a full range of technical and • Extensive financial and operating
professional services to intelligence, defense, federal and commercial experience
customers worldwide. The business specializes in global Intelligence, • Knowledge of corporate finance,
Surveillance and Reconnaissance; navigation; Department of Defense strategic planning and risk
space and weather solutions; cybersecurity; analytics; training; management processes
logistics; mission support; engineering; automation and sustainment • Experience as a public company
solutions; and international and domestic Air Traffic Management CFO, as well as expansive
systems. Prior to this role, he was senior vice president and chief knowledge of accounting
DAVID C. financial officer (CFO) of Raytheon from March 2006 to March 2015. principles and practices, auditing,
Mr. Wajsgras is also an independent director of Parsons Corporation internal control over financial
WAJSGRAS (NYSE: PSN), a digitally enabled solutions provider focused on the reporting, and risk management
defense, intelligence, and critical infrastructure markets. He was processes
Director Since: 2020
named Federal Computer Week’s prestigious Industry Eagle Award • Expertise in cybersecurity
Age: 62 winner in 2018 for his pivotal role in the U.S. government
Committees: Information Technology community. In 2012, Mr. Wajsgras was products and services
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.

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

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 Non-Employee Board Members

The cash-based elements of annual Director compensation for fiscal year 2021 paid in quarterly installments, measured
from the end of the month during which the 2021 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 $ 20,000
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 $ 15,000
Annual Audit Committee member retainer 2 $ 5,000
Annual Lead Independent Director retainer 3 $ 30,250

24 2022 PROXY STATEMENT