Page 27 - Proxy Statement - 2020

Director Compensation / Proposal 1: Election of Directors

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, 2019.
Change in Pension
Value and
Nonqualified
Fees Deferred
Earned or Stock Compensation All Other
Paid in Cash Awards Earnings Compensation Total
Name 1 ($) 2 ($) 3 ($) 4 ($) 5 ($)
(a) (b) (c) (f) (g) (h)
Dorothy M. Ables 125,000 130,164 64 2,481 257,709
Sue W. Cole 123,750 130,164 25,429 53,947 333,290
Smith W. Davis 126,000 130,164 141 4,625 260,930
John J. Koraleski 138,125 130,164 416 6,765 275,470
Laree E. Perez 145,000 130,164 12,194 30,049 317,407
Thomas H. Pike 60,000 130,044 5 636 190,685
Michael J. Quillen 155,064 130,164 12,135 34,821 332,184
Dennis L. Rediker 6 33,250 0 6,576 9,497 49,323
Donald W. Slager 131,250 130,164 362 4,217 265,993
Stephen P. Zelnak, Jr. 135,000 130,164 9,733 32,024 306,921
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 57.
2 The amounts in column (b) reflect fees earned in 2019. 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 2019 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, 554 units and $124,165 value, respectively; Mr. Davis, 560 units and $126,691 value, respectively; Mr. Koraleski, 611 units
and $138,626 value, respectively; Ms. Perez, 0; Mr. Pike, 0; Mr. Quillen, 694 units and $155,510 value, respectively; Mr. Rediker, 36 units and $6,761
value, respectively; Mr. Slager, 0; and Mr. Zelnak, 301 units and $67,864 value, respectively. The number of units credited to each of the Directors as
of December 31, 2019, including units accumulated under the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 15,716;
Mr. Davis, 1,023; Mr. Koraleski, 1,235; Ms. Perez, 5,258; Mr. Pike, 0; Mr. Quillen, 7,048; Mr. Slager, 0; and Mr. Zelnak, 6,831. Mr. Pike joined the
Board in July 2019 and his fees were prorated.
3 Each Director who was serving immediately following the 2019 Annual Meeting of Shareholder received 600 RSUs in May 2019. Mr. Pike received 578
RSUs upon joining the Board in July 2019. 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. Perez and Mr. Quillen each
received a distribution of 300 unrestricted shares of common stock and deferred the distribution of 300 RSUs until retirement. As of December 31,
2019, each Director held RSUs in the amounts as follows: Ms. Ables, 1,344; Ms. Cole, 10,153; Mr. Davis, 1,209; Mr. Koraleski, 2,148; Ms. Perez,
9,329; Mr. Pike, 578; Mr. Quillen, 9,329; Mr. Slager, 2,187; and Mr. Zelnak, 8,774. As of December 31, 2019, none of the Directors held options for
common stock. Mr. Rediker’s RSUs were distributed upon his retirement.
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 2019 on common stock units held under the plan.
The Directors did not receive perquisites or other personal benefits in 2019.
6 Mr. Rediker retired at the 2019 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement following the Director’s
th
75 birthday.

2020 PROXY STATEMENT 23