Page 30 - Martin Marietta - 2022 Proxy Statement

DIRECTOR COMPENSATION / PROPOSAL 1: ELECTION OF DIRECTORS

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 non-employee Directors received
personal use of Martin Marietta’s aircraft or other perquisites or personal benefits in 2021.

Equity Compensation Paid to Non-Employee Board Members
Non-employee Directors received an award of restricted stock units (RSUs) with a value of $145,000 (rounded up to the
nearest RSU) based on the closing price as of the date of grant, which was generally immediately following the 2021
Annual Meeting of Shareholders in May 2021. In May 2021, this award was 388 RSUs. The RSUs granted to the Directors
in 2021 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 Non-Employee 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 2021 in the form of Martin Marietta common stock units. If deferral is elected, there is a mandatory
minimum deferral 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. All deferrals in common stock are credited 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). 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.

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