Page 20 - Proxy Statement - 2020

The Board of Directors / Board Committees

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

Current Members:
John J. Koraleski (Chair) Meetings in 2019: Average Attendance in 2019:
Thomas H. Pike 4 100%
Michael J. Quillen
Primary Responsibilities:
• Establishes an overall strategy with respect to compensation for officers and management to enable Martin Marietta to attract and retain
qualified employees.
• Reviews and oversees executive succession and management development plans.
• 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.
• Has the authority, in its sole discretion, to retain, pay, and terminate any consulting firm, if any, used to assist in evaluating director, CEO, or
senior executive compensation.
Other Governance Matters:
All members are non-employee, independent Directors, as required by the rules of the NYSE, the Martin Marietta Guidelines for Director’s
Independence, applicable rules of the SEC, and the Committee’s charter.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members:
Donald W. Slager (Chair) Meetings in 2019: Average Attendance in 2019:
Sue W. Cole 5 100%
Smith W. Davis
Primary Responsibilities:
• Develops criteria for nominating and appointing directors, including Board size and composition, corporate governance policies, and individual
director expertise, attributes and skills.
• Recommends to the Board the individuals to be nominated as directors.
• 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.
• Oversees the development and implementation of a set of corporate governance principles applicable to Martin Marietta.
Other Governance Matters:
All members are non-employee, independent Directors, as required by the rules of the NYSE.
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 on our website at https://ir.martinmarietta.com/corporate-governance. A copy may also be
obtained upon request from Martin Marietta’s Corporate Secretary.

16 2020 PROXY STATEMENT