Page 34 - Martin Marietta - 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS / DIRECTOR COMPENSATION

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 2022 paid in quarterly installments, measured
from the end of the month during which the 2022 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

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 2022.

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 2022
Annual Meeting of Shareholders in May 2022. In May 2022, this award was 443 RSUs. The RSUs granted to the Directors
in 2022 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 2022 in the form of Martin Marietta common stock units. If deferral is elected, there is a mandatory

28 2023 PROXY STATEMENT