Martin Marietta Materials Inc DEF 14A, filed Apr 15, 2025

About this DEF 14A

Martin Marietta Materials Inc (MLM)

DEF 14A 2025-04-15 For: 2025-05-15

View Original

Added on June 12, 2026

DOROTHY M.
ABLES

Director Since: 2018

Age: 67

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. (NYSE: ENB) in 2017. 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: 74

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 Master’s 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, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐		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	23	FOR	Annual Meeting of Shareholders When: Thursday, May 15, 2025, 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, 2025
Item 2	To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for 2025	37	FOR
Item 3	To vote on an advisory resolution to approve the compensation of our named executive officers	85	FOR
Item 4	To approve the 2025 Employee Stock Purchase Plan	86	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, 2025 to shareholders of record at the close of business on March 7, 2025. Your vote is important. You may vote in person at the 2025 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, because 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, Bradley D. Kohn Senior Vice President, General Counsel and Corporate Secretary Martin Marietta Materials, Inc. Raleigh, North Carolina April 15, 2025	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 1-201-299-4446 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			14

Board Effectiveness and Refreshment			14

Board Qualifications, Gender and Diversity			16

Board Refreshment Elements			17

Tenure Guidelines			17

Board, Committee and Individual Director Evaluations			18

Board Committees			19

^{Proposal 1:} Election of Directors			23

Director Compensation			28

Director Compensation Table			29

Beneficial Owners and Management			30

Stock Ownership			30

Corporate Governance Matters			32

Corporate Governance Philosophy			32

Corporate Governance Board Practices			33

Reasons for Combined Chair and CEO			34

^{Proposal 2:} Independent Auditors			37

Summary of Fees			38

Pre-Approval Policies and Procedures			38

Audit Committee Review			38

Audit Committee Report			39

Management Development and Compensation Committee Report			40

Compensation Committee Interlocks and Insider Participation in Compensation Decisions			40

Compensation Discussion and Analysis			41

Introduction			41

Summary of our Compensation Considerations			42

Responsiveness to Shareholders: Shareholder Engagement and Feedback on Executive Compensation Programs			42

Our 2024 Performance			43

Sustainability, Safety and the Well-Being of our Employees			45

Compensation Decisions Yielding Alignment with Performance and Enhancing our Corporate Resilience			49

Pay Decisions and Compensation Governance Practices			51

Determination of CEO Compensation			52

2024 Chair, President and CEO Compensation			53

2024 Named Executive Officers’ Compensation – Our Compensation Strategy			53

Considerations Regarding 2024 Compensation			55

2024 Base Salary			55

2024 Annual Cash Incentive Goals and Results			56

2024 Actual Incentive Cash Earned			56


Annual Incentive Feature: Stock Purchase Plan			59

2024 Long-Term Incentive Compensation Overview			59

PSU Awards (55% of LTI Award)			60

Selection of Relative TSR			60

RSU Awards (45% of LTI Award)			61

2024-2026 Performance Goals			61

2022-2024 PSU Award Payouts			62

Ongoing Corporate Governance Policies			63

Compensation Decision Process			63

Other Compensation Program Features			65

Compensation Program Risk Assessment			65

Stock-Based Awards Generally			66

Stock Ownership Requirements			66

Anti-Hedging and Pledging Policy			67

Clawback Policy			67

Our Use of Independent Compensation Consultants			67

Practice Regarding Timing of Equity Grants			68

Perquisites			68

Retirement and Other Benefits			69

Potential Payments upon Termination or Change of Control			69

Tax and Accounting Implications			69

Executive Compensation			70

Executive Officer Compensation			70

Summary Compensation Table			70

Grants of Plan-Based Awards			71

Outstanding Equity Awards at Fiscal Year-End			73

Option Exercises and Stock Vested			74

Retirement and Other Benefits			74

Pension Benefits			76

Potential Payments Upon Termination or Change of Control			77

Required Pay Disclosures			80

CEO Pay Ratio Disclosure			80

Pay Versus Performance			81

^{Proposal 3:} Advisory Vote on the Compensation of Our Named Executive Officers			85

^{Proposal 4:} Approval of the 2025 Employee Stock Purchase Plan			86

Securities Authorized for Issuance Under Equity Compensation Plans			89

Equity Compensation Plan Information			89

Description of the TXI Legacy Plan			89

Description of the Deferred Compensation Plan			90

Annual Meeting and Voting Information			91

Incorporation by Reference			94

Shareholders’ Proposals for 2026 Annual Meeting			94

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

Appendix B: Non-GAAP Measures			B-1

Appendix C: 2025 Employee Stock Purchase Plan			C-1




Proposal 1	Election of 10 Directors The Board recommends a vote FOR each of the Directors	See page 23 for more information

Proposal 2	Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Auditors for 2025 The Board recommends a vote FOR ratification of PricewaterhouseCoopers for 2025	See page 37 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 85 for more information

Proposal 4	Approve the 2025 Employee Stock Purchase Plan The Board recommends a vote FOR approval of the 2025 Employee Stock Purchase Plan	See page 86 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 cement business 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 established recycled aggregates businesses 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 sustainability risks and the impact on the business of various sustainability 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 sustainability 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.


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 › Board oversight, refreshment and composition › 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 conduct a Fall Engagement Program


		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 safety record, environmental footprint, employee programs and community engagement. 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 sustainability matters, human capital management matters and political contributions



Review of Board Candidates		The Board seeks 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 ten 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 2024, 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. • Reviews and discusses reports from the Chief Information Officer regarding technology and information security risks, including cybersecurity. • 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 2024 4
Average Attendance in 2024: 100%



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 2024 4
Average Attendance in 2024: 100%



Current Members: Anthony R. Foxx (Chair) Laree E. Perez Thomas H. Pike		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 2024 4
Average Attendance in 2024: 100%


2025 PROXY STATEMENT


				MARTIN MARIETTA 1


2 2025 PROXY STATEMENT


				MARTIN MARIETTA 3



Current Members: John J. Koraleski (Chair) Mary T. Mack Donald W. Slager 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 (HCM) including talent acquisition and retention, diversity, inclusion, development, training and compensation 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 2024 4
Average Attendance in 2024: 100%



Current Members: Donald W. Slager (Chair) Sue W. Cole Thomas H. Pike		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 2024 2
Average Attendance in 2024: 100%



Cash Component Amount

Annual Board Cash retainer	$	125,000

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	$	35,000



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		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. Quillen⁶		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



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

Dorothy M. Ables		3,600	²				3,600

Roselyn R. Bar		57,470			6,098		63,568

Robert J. Cardin		6,683			1,546		8,229

Sue W. Cole		29,929	^2,3				29,929

Anthony R. Foxx		1,994	²				1,994

John J. Koraleski		15,109	²				15,109

James A. J. Nickolas		23,449			3,194		26,643

Mary T. Mack		293					293

C. Howard Nye		202,412			20,162		222,574

Laree E. Perez		16,598	²				16,598

Michael J. Petro		5,109			3,876		8,985

Thomas H. Pike		4,076	²				4,076

Donald W. Slager		4,443	²				4,443

David C. Wajsgras		4,091	²				4,091

All Directors and executive officers as a group (17 individuals including those named above)		377,236	³		40,044		417,280



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership¹		Percent of Class

The Vanguard Group, Inc.²		7,168,589		11.83	%

BlackRock, Inc.³		4,113,718		6.79	%


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



	2024			2023

Audit Fees¹	$	4,458,000		$	3,759,000

Audit-Related Fees²		110,000			110,000

Tax Fees

All Other Fees³		2,000			2,000

TOTAL	$	4,570,000		$	3,871,000

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


		Solid financial performance reflected efficacy of value-over-volume strategy, continued focus on operational and commercial excellence, and resilient geographic footprint
		Increased Net Margin by 1,280 basis points, expanded Consolidated Adjusted EBITDA* margin by 20 basis points and achieved aggregates gross profit per ton improvement of 9%
		Achieved the Company’s safest year on record; 99.9% of employees experienced zero lost-time incidents
		Total organic aggregates gross profit per ton increased 13%


		Most Active M&A Year Ever with nearly $4 billion of acquisitions and over $2 billion of non-core / non-strategic asset divestitures
		Completed the sale of South Texas cement and related ready mixed concrete businesses strategically narrowing our cement portfolio
		$639 million returned to shareholders; $450 million share repurchases coupled with 7% quarterly dividend increase effective in August 2024
		Exited year at 2.3x net leverage ratio*; extended our $800 million revolving credit agreement to 2029


		Demanding and facilitating a safe, ethical workplace for our employees				Creating a positive, lasting impact on our communities and the environment				Growing our business and responsibly investing our capital for maximum return


		• Military and Veterans Community (MVC) - Launched a companywide flag campaign as well as a month-long effort to raise awareness for mental health and led a Toys for Tots holiday drive; Local MVC members were active in each Division while engaging in numerous community events, including 5K races and Memorial Day flag placing events

		• Women Who Build (WWB) - Celebrated Women’s History Month; launched a wellness campaign during October Cancer Awareness Month and hosted a senior female business leader during a virtual companywide meeting. Additionally, the group launched Women Who Read, a book club focused on professional development texts.

		• MERGE (our Multi-Cultural ERG) - Celebrated Black History Month; strengthened and expanded relationships with Ronald McDonald House Charities; and promoted Hispanic culture and heart health during Hispanic Heritage Month



Category		Resilience Assessment Criteria

1. Employees		• Act effectively to keep employees safe and productive through appropriate protocols, consistent with medical and occupational experts, including cleaning protocols, access to vaccinations, provision of comprehensive benefits, education and other programs • Effectively and promptly communicate and manage current guidance and instructions, change and disruption to employees through communications, digital boards, direct emails, and other outreach • Continuously promote the company’s exceptional retirement benefit program to strengthen our employee retention efforts • Offer opportunities for continued employee growth, development, and engagement • Execute successful integrations of acquisitions while successfully completing divestitures of non-core cement, downstream and other businesses • Maintain succession and workforce planning efforts and employee attraction and retention results in the face of a significantly challenging employment environment

2. Operations & Commercial Excellence		• Respond proactively to challenges in the supply chain environment (including those related to extraordinary weather, logistics challenges, economic pressures, and other factors) • Effectively manage through a continuing inflationary environment through a product pricing strategy that ensures that the value for our products is properly captured while seeking to reduce the supply chain inflationary impact • Take steps to appropriately manage fixed and variable costs

3. Financial		• Optimize revenues and cash management/liquidity without jeopardizing the future • Protect the balance sheet and allocate capital responsibly, including with regard to internal projects, transactions, dividends, debt and share repurchases

4. Customers/ Suppliers		• Ensure on-time delivery of projects • Effectively manage inventory to satisfy customer needs • Communicate operating status and preventative measures being taken during extraordinary events

5. Strategy		• Successful execution of M&A actions and SOAR • Maintaining Company long-term vision and strategic direction • Actions taken to ensure continuation and execution of strategic transactions