Page 28 - Martin Marietta - 2023 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
the Board.
Meetings in 2022 • Has the authority, in its sole discretion, to retain, pay, and terminate any consulting firm, if any,
4 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 Other Governance Matters:
in 2022: All members are non-employee, independent Directors as required by the rules of the NYSE, the Martin
100% 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
Board.
Meetings in 2022 • Oversees the development and implementation of a set of corporate governance principles applicable
to Martin Marietta.
3 Other Governance Matters:

Average Attendance All members are non-employee, independent Directors as required by the rules of the NYSE.
in 2022: 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
100% upon request from Martin Marietta’s Corporate Secretary.
on our website at https://ir.martinmarietta.com/corporate-governance. A copy may also be obtained

22 2023 PROXY STATEMENT