Page 35 - Martin Marietta - 2023 Proxy Statement

DIRECTOR COMPENSATION / PROPOSAL 1: ELECTION OF DIRECTORS

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.

Director Compensation Table
The table below summarizes the compensation paid by Martin Marietta to each person who served as a non-employee
Director during the fiscal year ended December 31, 2022.

Change in Pension
Value and
Nonqualified Deferred
Fees Earned or Stock Compensation All Other
Name 1 Paid in Cash ($) 2 Awards ($) 3 Earnings ($) 4 Compensation ($) 5 Total ($)
(a) (b) (c) (f) (g) (h)
Dorothy M. Ables 128,750 145,114 527 7,210 281,601
Sue W. Cole 120,000 145,114 23,178 65,726 354,018
Smith W. Davis 135,000 145,114 909 13,346 294,369
Anthony R. Foxx 120,000 145,114 5,153 3,131 273,398
John J. Koraleski 175,252 145,114 1,399 17,325 339,090
Laree E. Perez 145,000 145,114 11,668 38,948 340,730
Thomas H. Pike 120,000 145,114 334 7,498 272,946
Michael J. Quillen 135,000 145,114 12,015 42,342 334,471
Donald W. Slager 135,000 145,114 924 9,351 290,389
DavidC. Wajsgras 130,000 145,114 269 6,967 282,350

1 Mr. Nye, who is the Chief Executive Officer of Martin Marietta and a member of the Board of Directors, is not included in this table because he is not
compensated separately for his service as a Director. The compensation received by Mr. Nye as an employee of Martin Marietta is shown in the
Summary Compensation Table on page 72.
2 The amounts in column (b) reflect fees earned in 2022. Some of these fees were deferred pursuant to the Common Stock Purchase Plan for Directors in
the form of common stock units. The number of units of common stock credited in 2022 to each of the Directors under the Common Stock Purchase
Plan for Directors and the grant date fair value for these awards determined in accordance with FASB ASC Topic 718, are as follows: Ms. Ables, 0;
Ms. Cole, 0; Mr. Davis, 380 units and $135,683 value, respectively; Mr. Foxx, 0; Mr. Koraleski, 493 units and $176,267 value, respectively; Ms. Perez, 0;
Mr. Pike, 338 units and $120,859 value, respectively; Mr. Quillen, 191 units and $68,304 value, respectively; Mr. Slager, 0; and Mr. Wajsgras, 365 units
and $130,628 value, respectively. The number of units credited to each of the Directors as of December 31, 2022, including units accumulated under
the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 14,417; Mr. Davis, 2,351; Mr. Foxx, 0; Mr. Koraleski, 2,960;
Ms. Perez, 5,258; Mr. Pike, 665; Mr. Quillen, 5,767; Mr. Slager, 0; and Mr. Wajsgras, 1,140.
3 Each Director who was serving immediately following the 2022 Annual Meeting of Shareholder received 443 RSUs in May 2022. The amounts in
column (c) reflect the grant date fair value for these awards determined in accordance with FASB ASC Topic 718. The RSUs fully vested upon award
and will be distributed to the Director upon retirement, except Ms. Cole and Ms. Perez, who each received a distribution of 222 unrestricted shares of
common stock and deferred the distribution of 221 RSUs until retirement. As of December 31, 2022, each Director held RSUs in the amounts as
follows: Ms. Ables, 2,945; Ms. Cole, 11,338; Mr. Davis, 2,810; Mr. Foxx, 1,339; Mr. Koraleski, 3,749; Ms. Perez, 10,129; Mr. Pike, 2,179; Mr. Quillen,
10,545; Mr. Slager, 3,788; and Mr. Wajsgras, 1,601. As of December 31, 2022, none of the Directors held options for common stock.
4 The amounts in column (f) reflect interest paid on fees deferred in cash under the Common Stock Purchase Plan for Directors.
5 The amounts in column (g) reflect for each Director the dollar value of dividend equivalents paid in 2022 on common stock units held under the
Common Stock Purchase Plan for Directors. The non-employee Directors did not receive perquisites or other personal benefits in 2022.

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