Page 35 - Martin Marietta - 2025 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, 2024.

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 143,750 170,435 3,176 10,799 328,160
Sue W. Cole 123,750 170,435 82,118 78,020 454,323
Anthony R. Foxx 135,000 170,435 16,162 5,885 327,482
John J. Koraleski 182,563 170,435 7,791 25,255 386,044
Mary T. Mack 93,750 170,435 15 680 264,880
Laree E. Perez 128,750 170,435 42,648 47,977 389,810
Thomas H. Pike 123,750 170,435 2,623 12,919 309,727
Michael J. Quillen 6 33,750 — 15,552 12,430 61,732
Donald W. Slager 138,750 170,435 4,786 13,379 327,350
David C. Wajsgras 148,750 170,435 2,395 12,942 334,522

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 70.
2 The amounts in column (b) reflect fees earned in 2024. 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 2024 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. Foxx, 0; Mr. Koraleski, 322 units and $183,575 in value, respectively; Ms. Mack, 0; Ms. Perez, 0; Mr. Pike, 219 units and $124,860 in
value, respectively; Mr. Quillen, 30 units and $17,331 in value, respectively; Mr. Slager, 0; and Mr. Wajsgras, 263 units and $149,926 in value,
respectively. The number of units credited to each of the Directors as of December 31, 2024, 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. Foxx,0; Mr. Koraleski, 3,709; Ms. Mack, 0; Ms. Perez, 5,258; Mr. Pike, 1,177;
Mr. Quillen, 0; Mr. Slager, 0; and Mr. Wajsgras, 1,757.
3 Each Director who was serving immediately following the 2024 Annual Meeting of Shareholder received 293 RSUs in May 2024. 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 147 unrestricted shares of
common stock and deferred the distribution of 146 RSUs until retirement. As of December 31, 2024, each Director held RSUs in the amounts as
follows: Ms. Ables, 3,600; Ms. Cole, 11,665; Mr. Foxx, 1,994; Mr. Koraleski, 4,404; Ms. Mack, 293; Ms. Perez, 10,456; Mr. Pike, 2,834; Mr. Quillen, 0;
Mr. Slager, 4,443; and Mr. Wajsgras, 2,256. As of December 31, 2024, 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 2024 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 2024.
6 Mr. Quillen retired at the 2024 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement of a Director at the annual
meeting of shareholders following the Director’s 75 birthday.
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