Martin Marietta Materials Inc DEF 14A, filed Apr 15, 2024

About this DEF 14A

Martin Marietta Materials Inc (MLM)

DEF 14A 2024-04-15 For: 2024-05-16

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Added on June 12, 2026

DOROTHY M.
ABLES

Director Since: 2018

Age: 66

Committees:

Chair

Ms. Ables joined the Martin Marietta Board in November 2018. Ms. Ables held a number of executive positions with Spectra Energy and predecessor companies, including serving from 2008 to 2017 as the Chief Administrative Officer of Spectra Energy Corp. where she was responsible for human resources, information technology, support services, community relations and audit services. Prior to that, she served as Vice President of Audit Services and Chief Ethics and Compliance Officer for Spectra Energy, Vice President and Chief Compliance Officer for Duke Energy Corporation, an American electric power holding company, and Senior Vice President and Chief Financial Officer for Duke Energy Gas Transmission. Spectra Energy was a Fortune 500 Company and one of North America’s leading pipeline and midstream companies prior to its acquisition by Enbridge Inc. in 2017. (NYSE: ENB) Ms. Ables started her career in the audit department of Peat, Marwick, Mitchell & Co. Ms. Ables serves on the Board of Directors, and as Chair of the Audit Committee and a member of the Governance and Social Responsibility Committee of Coterra Energy (NYSE: CTRA), an independent oil and gas company, which is the result of the merger of Cabot Oil & Gas Corporation (NYSE: COG) and Cimerex Energy Co. in October 2021. Ms. Ables served as an Independent Director of Cabot, an independent oil and gas company, where she was chair of the Audit Committee from 2019 to 2021 and a member of the Audit and Compensation Committees from 2015 to 2021. She served as a Director of Spectra Energy Partners, an affiliate of Spectra Energy Corp., from 2013 to 2017. Ms. Ables attended the University of Texas at Austin where she earned a Bachelor of Business Administration degree in Accounting.

Key attributes, experience and skills:

• More than nine years of C-Suite experience

• Financial expertise acquired through serving as CFO of Duke Energy Gas Transmission and as Vice President of Audit Services and Chief Compliance Officer of Spectra Energy Corp. and Duke Energy Corporation

• Valuable business leadership in human resources, information technology, community relations, finance and financial statements

• Strong leadership skills and familiarity with Texas, an important state for the Company

SUE W.

COLE

Director Since: 2002

Age: 73

Committees:

Ms. Cole is the managing partner of SAGE Leadership & Strategy, LLC, an advisory firm for businesses, organizations and individuals relating to strategy, governance and leadership development. Ms. Cole was previously a principal of Granville Capital Inc., a registered investment advisory firm, from 2006 to 2011, and before that she was the Regional CEO, Mid-Atlantic Region, of U.S. Trust Company, N.A., where she was responsible for the overall strategic direction, growth, and leadership of its North Carolina, Philadelphia and Washington, D.C. offices. Ms. Cole previously held various positions in the U.S. Trust Company, N.A. and its predecessors. Ms. Cole has previously served on the public-company board of UNIFI, Inc. (NYSE: UFI), a manufacturer of textured yarns. She has also been active in community and charitable organizations, including previously serving as Chairman of the North Carolina Chamber, the North Carolina Biotech Center and the Greensboro Science Center. She is currently Chair of the National Association of Corporate Directors. Ms. Cole attended the University of North Carolina at Greensboro where she earned a Bachelor of Science degree in Business Administration and a Masters in Business Administration in Finance.

Key attributes, experience and skills:

• Valuable experience in executive compensation, corporate governance, human resources, finance and financial statements, and customer service

• Chief executive officer of several financial services businesses as well as several non-profit organizations

• Strong leadership skills and familiarity with North Carolina, an important state for the Company

Martin Marietta Materials Inc filed this DEF 14A on April 15, 2024.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12
Martin Marietta Materials, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11


	Item of Business	For More Information See Page	Board Recommendation
	Item of Business	For More Information See Page	Board Recommendation

Item 1	To elect 10 directors	25	FOR	Annual Meeting of Shareholders When: Thursday, May 16, 2024, 8:00 a.m. ET Place: 4123 Parklake Avenue, Raleigh, NC 27612 (our principal executive offices) Who Can Vote: Shareholders of record at the close of business on March 7, 2024
Item 2	To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for 2024	39	FOR
Item 3	To vote on an advisory resolution to approve the compensation of our named executive officers	89	FOR
	Any other matters that may properly come before the meeting


Date of Availability: This Notice, Proxy Statement, the Proxy Card, and the Notice of Meeting are being sent commencing on approximately April 15, 2024 to shareholders of record at the close of business on March 7, 2024. Your vote is important. You may vote in person at the 2024 Annual Meeting of Shareholders (Annual Meeting) or submit a proxy over the internet. If you have received a paper copy of the Proxy Card (or if you request a paper copy of the materials), you may submit a proxy by telephone or by mail. Whether or not you expect to attend the meeting, we hope you will date and sign the enclosed Proxy Card and mail it promptly in the enclosed stamped envelope. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. If you submit your proxy by telephone or over the internet, you do not need to return your Proxy Card by mail. Sincerely, Roselyn R. Bar Executive Vice President, General Counsel and Corporate Secretary Martin Marietta Materials, Inc. Raleigh, North Carolina April 15, 2024	How to Vote: It is important that your shares be represented and voted at the Annual Meeting. We urge you to vote by using any of these methods.
		Via the internet www.voteproxy.com
		By Telephone 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from outside the United States
		By Mail Sign, date and mail your proxy card in the envelope provided
		In Person Attend the Annual Meeting and vote by ballot


Proxy Statement Highlights			1

The Board of Directors			16

Board Effectiveness and Refreshment			16

Board Qualifications, Gender and Diversity			18

Board Refreshment Elements			19

Tenure Guidelines			19

Board, Committee and Individual Director Evaluations			20

Board Committees			21

^{Proposal 1:} Election of Directors			25

Director Compensation			30

Director Compensation Table			31

Beneficial Owners and Management			32

Stock Ownership			32

Corporate Governance Matters			34

Corporate Governance Philosophy			34

Corporate Governance Board Practices			35

^{Proposal 2:} Independent Auditors			39

Summary of Fees			40

Pre-Approval Policies and Procedures			40

Audit Committee Review			40

Audit Committee Report			41

Management Development and Compensation Committee Report			42

Compensation Committee Interlocks and Insider Participation in Compensation Decisions			42

Compensation Discussion and Analysis			43

Introduction			43

Summary of our Compensation Considerations			44

Responsiveness to Shareholders: Shareholder Engagement and Feedback on Executive Compensation Programs			44

Our 2023 Performance			46

Sustainability, Safety and the Well-Being of our Employees			49

Compensation Decisions Yielding Alignment with Performance and Enhancing our Corporate Resilience			53

Pay Decisions and Compensation Governance Practices			55

Determination of CEO Compensation			56

2023 Chair, President and CEO Compensation			56

2023 Named Executive Officers’ Compensation – Our Compensation Strategy			57

Considerations Regarding 2023 Compensation			59

2023 Base Salary			59

2023 Annual Cash Incentive Goals and Results			60

2023 Actual Incentive Cash Earned			60

Annual Incentive Feature: Stock Purchase Plan			63


2023 Long-Term Incentive Compensation Overview			63

PSU Awards (55% of LTI Award)			64

Selection of Relative TSR			65

RSU Awards (45% of LTI Award)			65

2023-2025 Performance Goals			65

2021-2023 PSU Award Payouts			66

Ongoing Corporate Governance Policies			67

Compensation Decision Process			67

Other Compensation Program Features			69

Compensation Program Risk Assessment			69

Stock-Based Awards Generally			70

Stock Ownership Requirements			70

Anti-Hedging and Pledging Policy			71

Clawback Policy			71

Our Use of Independent Compensation Consultants			71

Practice Regarding Timing of Equity Grants			72

Perquisites			72

Retirement and Other Benefits			72

Potential Payments upon Termination or Change of Control			73

Tax and Accounting Implications			73

Executive Compensation			74

Executive Officer Compensation			74

Summary Compensation Table			74

Grants of Plan-Based Awards			75

Outstanding Equity Awards at Fiscal Year-End			77

Option Exercises and Stock Vested			78

Retirement and Other Benefits			78

Pension Benefits			80

Potential Payments Upon Termination or Change of Control			81

Required Pay Disclosures			84

CEO Pay Ratio Disclosure			84

Pay Versus Performance			85

^{Proposal 3:} Advisory Vote on the Compensation of Our Named Executive Officers			89

Securities Authorized for Issuance Under Equity Compensation Plans			90

Equity Compensation Plan Information			90

Description of the TXI Legacy Plan			90

Description of the Deferred Compensation Plan			91

Annual Meeting and Voting Information			92

Incorporation by Reference			95

Shareholders’ Proposals for 2025 Annual Meeting			95

Appendix A: Martin Marietta Guidelines for Potential New Board Members			A-1

Appendix B: Non-GAAP Measures			B-1




Proposal 1	Election of 10 Directors The Board recommends a vote FOR each of the Directors	See pages 25 for more information

Proposal 2	Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Auditors for 2024 The Board recommends a vote FOR ratification of PricewaterhouseCoopers for 2024	See pages 39 for more information

Proposal 3	Advisory Vote to Approve the Compensation of our Named Executive Officers The Board recommends a vote FOR our Say-On-Pay proposal	See page 89 for more information



		2050 Net Zero ambition with strong 2030 commitments Martin Marietta has an ambition to be Net Zero by 2050 across our entire value chain. We have made a commitment to reduce the intensity of our Scope 1 CO₂e process emissions from our heritage cement operations as compared to 2010 levels by 2030. We have made a commitment to reduce the intensity of our Scope 1 CO₂e process emissions from our magnesia specialties business as compared to 2010 levels by 2030. We have made a commitment to reduce or offset 30% of our Scope 2 CO₂e emissions by 2030 with a baseline year of 2021 and a goal of Net Zero Scope 2 emissions by 2050.¹ In 2023, we expanded our Net Zero goals to include a Net Zero by 2050 ambition for our Scope 1 emissions.

		Strategy As outlined in our Sustainability Report, Martin Marietta has a roadmap for achieving its sustainability goals including our ambitions and commitments. We seek ways to create lower carbon products. We have a growing recycled aggregates business in Texas, Minnesota and California. We are invested in our Magnesia Specialties business which produces magnesia-based products that help our customers reduce their harmful air emissions and chemical usage, as well as help purify water and neutralize nuclear waste among other applications. Our Management Development and Compensation Committee reviews management’s performance with regard to its sustainability goals and considers those achievements in determining incentive pay.

		Resilience We review physical and transition climate risks and the impact on the business of various climate scenarios and opportunities. We disclose those risks and the materiality of those potential impacts in our Annual Report. Our risk management process and sustainability oversight structure allow the Board and management to address and manage climate risks in the same manner as other material risks to the Company.

		Collaboration We actively participate in a dialogue to reduce emissions and the related impact on climate change. We participate in working groups both at the Portland Cement Association (PCA) and National Ready Mixed Concrete Association to evaluate the feasibility and/or opportunity associated with PCA’s 2050 “Net Zero Roadmap,” along with other developments relevant to commercial-scale carbon capture and storage (CCS) technologies that we anticipate being considered by the industry in the coming years. We work with Fortera, a Silicon Valley-based materials technology company, that is permitting and constructing a pilot carbon capture plant and determining the feasibility of this technology at other locations.



		• Reviews our significant environmental matters and assesses the potential risks and liabilities they may pose to our business.



		4		Women represent 4 of our Nominees comprising 44% of our independent director nominees

		2		Racially and ethnically diverse – 1 Board members is African American and 1 Board member is Hispanic

		50%		50% of our Director nominees bring diversity in gender or ethnicity

		8.5 years		The average tenure of our Director Nominees is 8.5 years


Avenues of engagement		Discussion highlights
	We hold in-person and/or virtual meetings with investor groups across the globe	› Company strategy, including acquisitions and divestitures › Financial and operating performance › Commercial and operational excellence goals › Safety, environment and sustainability › Inclusion and engagement efforts › Board oversight, refreshment and diversity › Executive compensation
	We conduct quarterly conference calls with analysts
	We engage with investors continually through meetings, calls, written correspondence, and emails
	We report investor feedback to the Management Development and Compensation Committee and the Board to assist in aligning pay and performance
	We implemented a formal Fall Engagement Program



Shareholder Feedback (“What We Heard”)		Action (“What We Did”)	Impact of Action (“Why This is Important”)
Short Term Incentive (STI)	No concern with overall program and link to performance; desires a more formulaic plan and additional disclosure regarding performance metrics and applicable weightings.	In light of shareholder feedback and our lower than usual Say On Pay approval, a formulaic program was adopted for 2023 STI awards with the following features: • 80% is based on achievement of financial metrics (50% Adjusted Cash Gross Profit and 30% SG&A as a Percentage of Total Revenue) • 20% is based on achievement of safety and ESG metrics • An assessment of individual performance may provide for an adjustment of +/-20%	✓ Provides a strong link between pay and performance ✓ Reduces discretion ✓ Improves disclosure
Long Term Incentive – Vested Awards	Recognized that the targets and formula were disclosed; no concern with program.	In addition to disclosure of targets, the Threshold and Maximum goals are also disclosed.	✓ Improves disclosure ✓ Provides greater comparability
Long Term Incentive – Future Awards	Recognized that disclosure of forward-looking performance metrics is competitively sensitive and satisfied with disclosure at vesting.	Performance metrics will continue to be disclosed following vesting of the awards.	✓ Balances disclosure needs of shareholders with the risk of competitive harm through disclosure of forward-looking performance metrics


		Majority voting standard for uncontested Director elections						Annual advisory vote to approve executive compensation

		Longstanding active shareholder engagement						Annual Sustainability Report that provides information on our environmental footprint, safety record and community engagement • Created a new position to better focus on these important issues • Our Board committees review the Company’s goals and accomplishments with regard to sustainability
		Annual advisory vote to ratify independent auditor

		No shares with enhanced voting rights						Updated Board Committee Charters for ESG matters, Diversity, Engagement and Inclusion, and Political Contributions



Review of Board Candidates		The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise and time to make a significant contribution to the Board, the Company and its shareholders. The Corporate Governance Guidelines list criteria against which candidates may be assessed. In addition, the Nominating and Corporate Governance Committee considers, among other things: • input from the Board’s self-assessment process to prioritize areas of expertise that were identified; • investor feedback and perceptions; • the candidates’ skills and competencies to ensure they are aligned with the Company’s future strategic challenges and opportunities; and • the needs of the Board in light of recent and anticipated Board vacancies. During the process of identifying and selecting director nominees, the Nominating and Corporate Governance Committee screens and recommends candidates for nomination by the full Board. The Bylaws provide that the size of the Board may range from 9 to 11 members. Director candidates also may be identified by shareholders and will be evaluated under the same criteria applied to other director nominees and considered by the Nominating and Corporate Governance Committee. Information on the process and requirements for shareholder nominees may be found in our Bylaws on the Company’s website at https://ir.martinmarietta.com/corporate-governance/governance-documents-and-charters.

Board Assignments		Each February, the Nominating and Corporate Governance Committee reviews the membership, tenure, leadership and commitments of each of the Committees and considers possible changes given the qualifications and skill sets of members on the Board or a desire for committee rotation or refreshment. The Nominating and Corporate Governance Committee also takes into consideration the membership requirements and responsibilities set forth in each of the respective Committee charters and the Corporate Governance Guidelines as well as any upcoming vacancies on the Board due to our mandatory retirement age. The Nominating and Corporate Governance Committee recommends to the Board any proposed changes to Committee assignments and leadership to be made effective at the next Annual Meeting of Shareholders. The Nominating and Corporate Governance Committee also reviews the operation of the Board generally.

Refreshment		The Board has nominated eight new directors in the past nine years. At the same time, obtaining a detailed understanding of the Company’s business takes time. We believe that implementing term limitations may prevent the Board from benefitting from the insight that longer tenure brings.

Annual Performance Assessment		The Board conducts a self-assessment of its performance and effectiveness as well as that of its Committees on an annual basis. The self-assessment helps the Nominating and Corporate Governance Committee track progress in certain areas targeted for improvement from year-to-year and to identify ways to enhance the Board’s and its Committees’ effectiveness. For 2023, each director completed a written questionnaire. The questions were open-ended to solicit candid feedback. The collective ratings and comments are compiled and summarized and then discussed by the Nominating and Corporate Governance Committee and the full Board.

Onboarding and Education		New directors are provided with an orientation about the Company, including our business operations, strategy and governance. Directors also are provided continuing education by subject matter experts and/or continuing education programs sponsored by educational and other institutions to assist them in staying abreast of developments in corporate governance and critical issues relating to the operation of public company boards. Members of our senior management regularly review with the Board the operating plan of each of our business segments and the Company as a whole. The Board also conducts periodic visits to our facilities as part of its regularly scheduled Board meetings.



Mandatory Retirement Age		Directors must retire at the annual meeting following their 75th birthday.

Employment Change		Directors must report to the Chair of the Board and Chair of the Nominating and Corporate Governance Committee regarding any significant change in principal employment or responsibilities to assure they can continue to commit the appropriate time to Board service.



Current Members: David C. Wajsgras (Chair) Dorothy M. Ables John J. Koraleski Laree E. Perez		Primary Responsibilities: • Reviews our significant accounting principles, policies and practices in reporting our financial results under generally accepted accounting principles. • Reviews our annual audited financial statements and related disclosures. • Reviews management letters or internal control reports, and reviews our system of internal control over financial reporting. • Appoints, retains and oversees the work of the independent auditors. • Reviews the effectiveness of the independent audit effort. • Pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm. • Reviews our interim financial results for each fiscal quarter. • Reviews the qualifications and the plan and scope of work of the corporate internal audit function. • Reviews and discusses the reports of our internal audit group. • Reviews and discusses management’s assessment of the effectiveness of Martin Marietta’s system of internal control over financial reporting. • Discusses Martin Marietta’s earnings press releases, as well as financial information and earnings guidance provided to analysts, investors and rating agencies. • Discusses matters related to risk assessment and risk management and how the process is handled by management. • Reviews and oversees related party transactions. • Reviews complaints regarding accounting, internal controls or auditing matters. • Considers allegations of possible financial fraud or other financial improprieties. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Prepares the annual Audit Committee Report to be included in the Proxy Statement. Other Governance Matters: All members of the Audit Committee, including the Chair, are audit committee financial experts under applicable U.S. Securities and Exchange Commission (SEC) regulations. The Chair of the Audit Committee is an independent Director. The Chair of the Audit Committee has experience serving as a Chair and member of other public company audit committees. All members satisfy the audit committee experience and independence standards required by the New York Stock Exchange (NYSE).
Meetings in 2023 4
Average Attendance in 2023: 100%


2024 PROXY STATEMENT


				MARTIN MARIETTA 1


2 2024 PROXY STATEMENT


				MARTIN MARIETTA 3



Current Members: Dorothy M. Ables (Chair) Sue W. Cole Anthony R. Foxx		Primary Responsibilities: • Monitors compliance with our Code of Ethical Business Conduct and reviews all matters presented to it by the Corporate Ethics Officer concerning the ethical practices of Martin Marietta and its Directors, officers, and employees, including conflicts or potential conflicts of interest between Martin Marietta and any of its Directors, officers, and employees. • Reviews and discusses our sustainability efforts, goals and risks, and our annual Sustainability Report. • Reviews and monitors the adequacy of our policies and procedures and organizational structure for ensuring compliance with environmental laws and regulations. • Reviews matters relating to our health and safety programs and performance. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Oversees environmental performance, initiatives and results, including annual and long-term targets and commitments. • Reviews the Company’s strategy, programs, initiatives and performance with respect to climate change and other sustainability matters.
Meetings in 2023 4
Average Attendance in 2023: 100%



Current Members: Michael J. Quillen (Chair) Anthony R. Foxx Thomas H. Pike Donald W. Slager		Primary Responsibilities: • Provides general oversight relating to the management of our financial affairs. • Reviews and approves establishment of lines of credit or other short-term borrowing arrangements and investing excess working capital funds on a short-term basis. • Reviews and makes recommendations to the Board concerning changes to capital structure, including the incurrence of long-term debt, issuance of equity securities, share repurchases, and the payment of dividends, as well as capital expenditures. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Oversees our policies and practices on political contributions, including those contained in our Code of Ethical Business Conduct, and reviews our political activities, including lobbying and/or through trade associations of which we are a member, and expenditures, and ensure that any such activities are consistent with and serve to promote our business strategy and goals. • Reviews and approves charitable contributions and community support budgets.
Meetings in 2023 4
Average Attendance in 2023: 100%



Current Members: John J. Koraleski (Chair) Thomas H. Pike Michael J. Quillen David C. Wajsgras		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. • Reviews matters relating to human capital management, diversity, equity and inclusion (DEI), talent acquisition and retention, and compensation matters related thereto. 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.
Meetings in 2023 4
Average Attendance in 2023: 100%



Current Members: Donald W. Slager (Chair) Sue W. Cole Laree E. Perez		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.
Meetings in 2023 3
Average Attendance in 2023: 100%



Cash Component Amount

Annual Board Cash retainer	$	120,000

Annual Audit Committee chair retainer¹	$	20,000

Annual Management Development and Compensation Committee chair retainer²	$	20,000

Annual Finance Committee chair retainer²	$	15,000

Annual Nominating and Corporate Governance Committee chair retainer²	$	15,000

Annual Ethics, Environment, Safety and Health Committee chair retainer²	$	15,000

Annual Audit Committee member retainer²	$	5,000

Annual Lead Independent Director retainer³	$	30,250



Name¹	Fees Earned or Paid in Cash ($)²		Stock Awards ($)³		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁴		All Other Compensation ($)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. Davis⁶		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



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership¹			Deferred and Restricted Units⁴		Total

Dorothy M. Ables		3,307	²				3,307

Roselyn R. Bar		63,853			6,117		69,970

Robert J. Cardin		4,380			2,720		7,100

Sue W. Cole		29,636	^2,3				29,636

Anthony R. Foxx		1,701	²				1,701

John J. Koraleski		14,474	²				14,474

James A. J. Nickolas		20,180			3,087		23,267

Mary T. Mack

C. Howard Nye		182,508			22,532		205,040

Laree E. Perez		16,305	²				16,305

Michael J. Petro		2,650			4,102		6,752

Thomas H. Pike		3,551	²				3,551

Michael J. Quillen		22,977	²				22,977

Donald W. Slager		4,150	²				4,150

David C. Wajsgras		3,520	²				3,520

All Directors, nominees and executive officers as a group (17 individuals including those named above)		374,776	³		45,969		420,745



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class

The Vanguard Group, Inc.¹		7,168,589		11.60	%

BlackRock, Inc.²		4,113,718		6.7	%


		The Board Unanimously Recommends a Vote “FOR” on this Proposal 2



	2023			2022

Audit Fees¹	$	3,759,000		$	3,296,000

Audit-Related Fees²		110,000			100,000

Tax Fees

All Other Fees³		2,000			3,000

TOTAL	$	3,871,000		$	3,399,000

Percentage of Audit & Audit-Related Fees to Total Fees		99.9	%		99.9	%



NEO		Title
C. Howard Nye		Chair of the Board, President and Chief Executive Officer
James A. J. Nickolas		Executive Vice President and Chief Financial Officer
Roselyn R. Bar		Executive Vice President, General Counsel and Corporate Secretary
Robert J. Cardin		Senior Vice President, Controller and Chief Accounting Officer
Michael J. Petro		Senior Vice President, Strategy and Development



Shareholder Feedback (“What We Heard”)		Action (“What We Did”)	Impact of Action (“Why This is Important”)
Short Term Incentive (STI)	No concern with overall program and link to performance; desires a more formulaic plan and additional disclosure regarding performance metrics and applicable weightings.	In light of shareholder feedback and our lower-than-usual Say On Pay approval, a formulaic program was adopted for 2023 STI awards with the following features: • 80% is based on achievement of financial metrics (50% Adjusted Cash Gross Profit and 30% SG&A as a Percentage of Total Revenue) • 20% is based on achievement of safety and ESG metrics • An assessment of individual performance may provide for an adjustment of +/-20%.	✓ Provides a strong link between pay and performance ✓ Reduces discretion ✓ Improves disclosure
Long Term Incentive – Vested Awards	Recognized that the targets and formula were disclosed; no concern with program.	In addition to disclosure of targets, the Threshold and Maximum goals are also disclosed.	✓ Improves disclosure ✓ Provides greater comparability
Long Term Incentive – Future Awards	Recognized that disclosure of forward-looking performance metrics is competitively sensitive and satisfied with disclosure at vesting.	Performance metrics will continue to be disclosed following vesting of the awards.	✓ Balances disclosure needs of shareholders with the risk of competitive harm through disclosure of forward-looking performance metrics


		Record financial performance, despite lower shipments, reflected efficacy of value-over-volume strategy, continued focus on operational and commercial excellence, and resilient geographic footprint in a challenging macroeconomic environment
		Achieved 12^th consecutive year of profitability growth; record Net Earnings from Continuing Operations Attributable to Martin Marietta were up +40% to $1.20 billion and Adjusted EBITDA* surpassed $2.1 billion
		Managed sales of non-operating property that resulted in cash generation of $43 million and pretax gains of $19 million
		Record-setting results from 2013 to 2023 yielded a 10-year TSR of 445% versus the S&P 500 return of 211% during the same period


		Optimized portfolio with divestitures of California Stockton cement import terminal and Tehachapi cement plant, generating $370M of proceeds to advance longstanding capital allocation priorities
		Signed and announced definitive agreement with CRH for sale of South Texas cement and ready mixed concrete businesses for $2.1 billion in cash (transaction closed on February 9, 2024),
		$324M returned to shareholders; $150M share repurchases at average price of $393.16 coupled with 12% dividend increase
		Exited year at 1.44x net leverage ratio*; extended our $800 million revolving credit agreement to 2028