Page 37 - Martin Marietta - 2024 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, 2023.

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 140,000 145,006 1,887 9,021 295,914
Sue W. Cole 120,000 145,006 61,577 71,706 398,289
Smith W. Davis 6 33,750 1,121 8,778 43,649
Anthony R. Foxx 120,000 145,006 12,808 4,524 282,338
John J. Koraleski 175,252 145,006 4,772 21,521 346,551
Laree E. Perez 130,000 145,006 31,492 43,471 349,969
Thomas H. Pike 120,000 145,006 1,398 10,319 276,723
Michael J. Quillen 135,000 145,006 32,529 46,495 359,030
Donald W. Slager 135,000 145,006 3,023 11,381 294,410
David C. Wajsgras 145,000 145,006 1,221 10,384 301,611

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 74.
2 The amounts in column (b) reflect fees earned in 2023. 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 2023 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, 94 units and $33,828 value, respectively; Mr. Foxx, 0; Mr. Koraleski, 427 units and $176,417 value, respectively; Ms. Perez, 0;
Mr. Pike, 293 units and $121,034 value, respectively; Mr. Quillen, 165 units and $68,183 value, respectively; Mr. Slager, 0; and Mr. Wajsgras, 354 units
and $146,275 value, respectively. The number of units credited to each of the Directors as of December 31, 2023, including units accumulated under
the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 13,867; Mr. Davis, 2,445; Mr. Foxx, 0; Mr. Koraleski, 3,387;
Ms. Perez, 5,258; Mr. Pike, 958; Mr. Quillen, 5,295; Mr. Slager, 0; and Mr. Wajsgras, 1,494.
3 Each Director who was serving immediately following the 2023 Annual Meeting of Shareholder received 362 RSUs in May 2023. 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 181 unrestricted shares of
common stock and deferred the distribution of 181 RSUs until retirement. As of December 31, 2023, each Director held RSUs in the amounts as
follows: Ms. Ables, 3,307; Ms. Cole, 11,519; Mr. Foxx, 1,701; Mr. Koraleski, 4,111; Ms. Perez, 10,310; Mr. Pike, 2,541; Mr. Quillen, 10,907;
Mr. Slager, 4,150; and Mr. Wajsgras, 1,963. As of December 31, 2023, 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 2023 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 2023.
6 Mr. Davis retired at the 2023 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement at the annual meeting of
shareholders following the Director’s 75 birthday.
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