Page 26 - Proxy Statement - 2020

Proposal 1: Election of Directors / Director Compensation

Director Compensation which was generally immediately following the 2019 Annual
Meeting of Shareholders in May 2019. In May 2019, this award
was 600 RSUs. Mr. Pike received his RSU award of 578 RSUs
Martin Marietta uses a combination of cash and stock-based
when he joined the Board. The RSUs granted to the Directors in
compensation to attract and retain qualified candidates to serve
2019 were fully vested upon award. Directors are required to
on the Board of Directors. In setting Director compensation,
defer at least 50% of the RSUs until retirement from the Board.
Martin Marietta considers the significant amount of time that
Directors may choose to voluntarily defer an additional portion
Directors expend in fulfilling their duties to Martin Marietta as
of their RSUs, and any RSUs that are not so deferred are settled
well as the skill level required by Martin Marietta of members of
in shares of common stock of Martin Marietta as soon as
the Board. The Board determines reasonable compensation for
practicable following the grant date. The RSUs were awarded
Directors upon recommendation of the Management
under the Martin Marietta Amended and Restated Stock-Based
Development and Compensation Committee of the Board,
Award Plan (the Stock Plan), which was approved by
which retains an independent compensation consultant to assist
shareholders on May 19, 2016. The Stock Plan provides that,
it in making each recommendation.
during any calendar year, no non-employee Director may be
Cash Compensation Paid to Board Members granted (i) restricted shares and other full-value stock-based
awards, including RSUs, in respect of more than 7,000 shares of
The cash-based elements of annual Director compensation for common stock of Martin Marietta or (ii) options or stock
fiscal year 2019 paid in quarterly installments, measured from appreciation rights in respect of more than 20,000 shares of
the end of the month during which the 2019 Annual Meeting of common stock of Martin Marietta.
Shareholders was held, were as follows.
Cash Component Amount The Directors do not have voting or investment power for their
respective RSUs.
Annual Board cash retainer $120,000
Annual Audit Committee chair retainer 1 $ 20,000
Deferred Compensation Program for Board Members
Annual Management Development and
Compensation Committee chair retainer 2 $ 17,500 The Common Stock Purchase Plan for Directors provides that
non-employee Directors may elect to receive all or a portion of
Annual Finance Committee chair retainer 2 $ 15,000
their fees earned in 2019 in the form of Martin Marietta
Annual Nominating and Corporate Governance common stock units. If deferral is elected, there is a mandatory
Committee chair retainer 2 $ 15,000 deferral minimum time of three years with, subject to certain
Annual Ethics, Environmental, Health & Safety restrictions, redeferrals at each Director’s election up to the date
Committee chair retainer 2 $ 8,000 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
Annual Audit Committee member retainer 2 $ 5,000
a Director. Directors may elect to receive payment of the
Annual Lead Independent Director retainer 3 $ 30,250
deferred amount in a single lump sum or in equal annual
1 This is in addition to the annual retainer and the annual Audit installments for a period of up to ten years. By resolution
Committee member retainer adopted by Martin Marietta’s Board of Directors on May 17,
2 This is in addition to the annual retainer in view of increased
responsibilities 2018, amounts deferred under the plan in common stock are
3 This is in addition to the annual retainer and the annual Committee credited toward units of common stock at 100% of the fair
chair retainers in view of increased responsibilities market value of the common stock (the closing price of the
common stock as reported in The Wall Street Journal) on the
The Company reimburses Directors for the travel expenses of, or date the Director fees would otherwise be paid. Prior to that,
provides transportation on Company aircraft for, Board and amounts deferred under the plan in common stock were
Committee meetings, meetings with management or credited toward units of common stock at a 20% discount from
independent consultants or advisors, and other Company- the fair market value of the common stock (the closing price of
related events, such as Investor Day and meetings with potential the common stock as reported in The Wall Street Journal) on the
Board candidates. Martin Marietta’s plane was used to transport date the Director fees would otherwise be paid. There are no
some Directors to and from Board and Committee meetings, but matching contributions made by Martin Marietta. Dividend
no Directors received personal use of Martin Marietta’s plane or equivalents are paid on the units at the same rate as dividends
other perquisites or personal benefits in 2019. are paid to all shareholders. The Directors do not have voting or
investment power for their respective common stock units.
Equity Compensation Paid to Board Members Directors may also elect to defer their fees into a cash-based
account on the same basis. Amounts deferred under the plan in
Non-employee Directors received an award of restricted stock
cash are credited with interest at the prime rate as of January 1
units (RSUs) with a value of $130,000 (rounded up to the
of that year.
nearest RSU) based on the closing price as of the date of grant,

22 2020 PROXY STATEMENT