SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒                

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

20212022 2022 Annual Meeting of Shareholders Proxy Statement ANNUAL MEETING OF SHAREHOLDERS | PROXY STATEMENT Martin Marietta 2021 Annual Meeting of Shareholders Proxy Statement A World-Class Organization Built for SuccessSAN FRANCISCO, CA

		April 13, 20212022

Dear Fellow Shareholder:Shareholders:

Record 2020 Financial Performance

DespiteSince the challenges posed by beginning of the COVID-19 pandemic in 2020, was another outstanding year of achievement at Martin Marietta. We successfully managedwe have remained open and operating as an essential business through the COVID-19 crisis with limited business disruption, achievingdisruption. Throughout this time, our priorities have remained ensuring the health and safety of our employees and their families, as well as continuing to perform and meet the needs of our customers and communities. We have accomplished this by implementing robust protocols, including enhanced facility and equipment cleaning, personal safety protocols, social distancing, remote work (where possible), and establishing contingency plans where appropriate.

Record 2021 Financial Performance

We’re proud to report that in 2021 we delivered another year of strong financial results marking ten years of consecutive growth for consolidated totalproducts and services revenues, adjusted gross profit, Adjusted EBITDA and adjusted earnings per diluted share from continuing operations. We achieved consolidated revenues from continuing operations of $5.4 billion, up 14.5% from $4.7 billion which was driven by steady pricing gains in all product lines. While shipments were lower than the prior year due to headwinds from the global pandemic, we reported record financial results, including an 11% increase in Adjusted EBITDA, an 18% increase in Diluted EPS, and a 290 basis point increase in Adjusted EBITDA Margin from the prior year level.year. We increased our dividend 4%7% in August 20202021 (following a 4% increase in 2020) and during the course of the year returned $190.3$148 million to shareholdersshareholders. Our one-year Total Shareholder Return (TSR) is 56% and three-year TSR is 163%. This performance is evidence of our careful strategic planning as well as the hard work and outstanding execution by our talented team in 2020;supplying the resources and services our communities need to thrive.

World-Class Safety Performance

With a company-wide Total Injury Incident Rate (TIIR) of 0.84 in 2021, the Company exceeded the world-class rate of 0.90 for the first time ever. We have also continued our strong safety record with a company-wide Lost Time Incident Rate (LTIR) of 0.17, the fifth consecutive year of achieving world-class or better LTIR thresholds. Through the dedication, commitment and focus of our employees, safety awareness has remained high across the Company; we are committed to world-class safety performance.

Expansion of Footprint

We made tremendous progress in 2021 on our Strategic Operating Analysis and Review (SOAR) 2025 initiatives. Among other things, we successfully completed $3.1 billion in value-enhancing acquisitions, thereby increasing our geographic footprint to California and Arizona, as well as expanding our product offerings in other attractive high-growth markets. Importantly, transaction integration is a core competency at Martin Marietta and, as such, we have returned more than $1.8made great progress in assimilating these new operations into our business and culture. These accomplishments are a testament to our team’s commitment to Martin Marietta’s vision and strategic priorities while also further positioning our Company for continued long-term success. Notably, even with our significant acquisitions in 2021, we have maintained our investment grade credit rating while issuing $2.5 billion in debt to shareholders since announcing a 20 million share repurchase authorization in February 2015.finance our 2021 transactions, finishing the year at 3.2x net leverage ratio.

Commitment to Sound Corporate GovernanceSustainability, Diversity and Inclusion

We remained engaged with shareholders and other key stakeholders during 2020.2021. In response to valuable feedback from shareholders, we continued to enhance our disclosure regarding our activities, risks and opportunities regarding sustainability and other environmental, social and governance issues, which is further addressed in the Sustainability section in this letter below.(ESG) matters. Our investor outreach in 20202021 extended to 88 meetings (mostly virtual) with 313 investment groups in the United States, Canada, the United Kingdom, Germany, Switzerland, the Netherlands, and France, including most of our top 30 shareholders.

Over the past five years, we have added seven new independent directors. Most recently, Anthony R. Foxx, who served as the United States Secretary of Transportation and Mayor of Charlotte, North Carolina, joined the Board in November 2020, and David C. Wajsgras, who served as president of the Intelligence, Information and Services business of the former Raytheon Company, as well as its CFO, joined the Board in May 2020. We are delighted to have both Anthony and Dave, who each bring strong backgrounds and experience with publicly-traded companies and add unique insights into our Board mix. We also recognize the importance of diversity in our business and leadership, including on our Board. Our Board nominees demonstrate diversity in the form of gender, ethnicity, age and tenure, geography, and experience. Of note, women and ethnic minorities currently represent 45 percent of our Board.

World-Class Safety Performance

In 2020, we continued our impressive safety performance despitemeetings (mostly virtual) with 265 investment groups in the challenges ofUnited States, Canada, the COVID-19 pandemic. Through the hard workUnited Kingdom, Germany, Norway, Sweden, and focusSwitzerland, including most of our employees, safety awareness has remained high across the Company. Our employees know world-class safety performance is both critical and achievable; and, importantly, 2020’s results demonstratetop 30 shareholders. In addition, we can continue to improve on our already strong safety record. Our company-wide Lost Time Incident Rate (LTIR) was 0.15, the fourth consecutive year of achieving world-class or better LTIR thresholds, and our Total Injury Incident Rate (TIIR) was 0.93, comparedheld a virtual Investor Day in February 2021 with 1.18 in 2019.

Sustainabilityover 250 attendees.

Since 2015, we have annually issued our Sustainability Report to share our story and provide information that we believe is responsive to requests from our shareholders and other stakeholders on the efforts and advancements we are making in these important areas. SinceIn last year’s letter to you, published in April 2021, I noted our first Sustainability Report in 2015, we have enhanced our reporting with more comprehensive descriptions of our outstanding safety and regulatory programs and performance, targeted and intentional support of education and health, and strong community involvement. In our sixth annual Sustainability Report issued in 2020, we included additional disclosure about our activities, accomplishments and opportunities associated with keycontinued progress on sustainability matters, including those related to the environment. This included newour enhanced disclosures of our directScope 1 and 2 greenhouse gas emissions across all of(GHGs) and a roadmap for achieving our business lines, as well as our emissions reductions targets for 2030.2030 reduction target. In our seventheighth Sustainability Report, to be issued in April 2021,2022, we will provide additional information about greenhouse gas emissionsScope 2 GHG reduction targets and various initiatives we have implemented, and plan to implement, to execute on our commitments, as well as the community support we have been providing during and related to our operations (including our indirect greenhouse gas emissions) and our efforts to achieve our commitments, including our community support during the COVID-19 pandemic. OurThese activities reflect that these matters continue to be part of our core approach and strategy that bring value to our shareholders and other stakeholders.

Over the past six years, we have added seven new independent directors. Almost half (45 percent) of our Board is diverse, including three women and two African Americans, each of whom brings strong backgrounds and experience with publicly-traded companies and add unique insights to our Board mix. In addition to our Board, we also recognize the importance of diversity more broadly in our business and leadership. In this regard, I have taken the CEO Pledge for Diversity & Inclusion to support a trusting environment where all ideas are welcomed and employees feel comfortable and empowered to have discussions about diversity and inclusion.

Finally, our Board continues to play an essential role in determining and overseeing our strategic priorities, and I would like to highlight our Board’s recent updating of our Ethics, Environment, Safety and Health (EESH) Committee Charter. Our EESH Committee was first established in 1996, evidence of our long-standing commitment to making these issues central to Martin Marietta’s culture and strategy and to good governance. In recent years, our EESH Committee has increasingly focused on oversight of ESG matters, so in February 2022 we updated our EESH Committee Charter to reflect the various roles and responsibilities of this important Board committee, including oversight of ethics and sustainability matters.

Your Vote Matters

I urge you to cast your vote promptly, either by returning the enclosed Proxy Card or by the electronic or telephone options described in our Proxy Statement – even if you plan to attend the Annual Meeting. We encourage you to vote so that your shares will be represented at the meeting.

Statement. On behalf of the entire Board of Directors, thank you for your continued investment in Martin Marietta. We look forward to continuing to deliver strong and responsible performance, innovation and growth to our customers, our shareholders and our other stakeholders.

Sincerely,

C. Howard Nye

Chairman of the Board, President and Chief Executive Officer

MARTIN MARIETTA MATERIALS, INC.

Notice of 20212022 Annual Meeting of Shareholders

Who May Vote:

Shareholders of record at the close of business on March 5, 2021.

Date of Availability: This Notice, Proxy Statement, the Proxy Card, and the Notice of Meeting are being sent commencing on approximately April 13, 20212022 to shareholders of record at the close of business on March 5, 2021.4, 2022. Sincerely, Roselyn R. Bar Executive Vice President, General Counsel and Corporate Secretary Raleigh, North Carolina April 13, 2021 Important Notice Regarding Availability of Proxy Materials for Martin Marietta’s Annual Meeting of Shareholders to be held on May 13, 2021		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
	Your vote is important. You may vote in person at the 20212022 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 13, 2022				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

Table of Contents

20212022 PROXY STATEMENT

◆  PROXY

Proxy Statement Highlights

Shareholders Benefit from Martin Marietta’s Record 20202021 Performance

This summary provides highlights of selected information about Martin Marietta Materials, Inc. (the Company, Martin Marietta, we or us) from this Proxy Statement. The Board of Directors is providing the Notice of 20212022 Annual Meeting of Shareholders, this Proxy Statement and Proxy Card (the Proxy Materials) in connection with the Company’s solicitation of proxies for the 20212022 Annual Meeting (the Annual Meeting) to be held on May 13, 2021,12, 2022, and at any adjournment or postponement thereof.

This proxy summary highlights information contained elsewhere in our Proxy Statement. The summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

Proposals and Voting Recommendations
Proposal		Description		Board Voting   Recommendation				Page
1		Election of eleven director nominees				FOR EACH DIRECTOR NOMINEE			18
2		Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors				FOR			34
3		Advisory vote on the Company’s named executive officer compensation				FOR			76

These are highlights of our financial performance in 2020:2021:

 

ProductsProduct and Servicesservices revenues from continuing operations of $4.4$5.1 billion, up 15%

Invested $3.11 billion for acquisitions, including the platform positions in California and Arizona; issued $2.50 billion of long-term debt with a weighted-average interest rate of 2.2% to fund acquisitions

 

Net earnings attributable to Martin Mariettacontinuing operations increased 18% to $721of $702 million

 

Gross profit from continuing operations of $1.3 billion

•

Adjusted EBITDA increased 11%gross profit from continuing operations of $1.4 to $1.39 billion* billion, an increase of 10%†

 

Earnings per diluted share increased 18% to $11.54*from operations from continuing operations of $974 million

 

•

Adjusted EBITDA margin as a percentage of total revenues improved 290 basis pointsfrom continuing operations increased 10% to 29.4%$1.53 billion*†

 

Cash flow from operationsincreased 9%8% to $1.05$1.14 billion

 

Quarterly Reduced debt by $261dividend increase of 7%, resulting in total annual dividends paid of $147.8 million, or $2.36 per share

Diluted earnings per share from continuing operations of $11.21

•

Adjusted diluted earnings per share from continuing operations of $12.28 grew 6%*†

Capital investmentsinto operations of $423.1 million**; year-end leverage ratio at 1.9x

†Please see Appendix B for a reconciliation of non-GAAP measures to GAAP measures.

* 2020 Adjusted EBITDA and earnings per diluted share included $70 million and $0.87 per diluted share, respectively, of nonrecurring gains on nonoperating land sales and divested assets

** Included $149 million in external debt repayments and $112 million in corporate owned life insurance loans redeemed

				MARTIN MARIETTA    1

PROXY  ◆  

Measuring our Performance

Source: Company filings, FactSet. Note: Index metrics based on median

* Please see Appendix B for a reconciliation of individual index constituents; EPS defined as adjusted diluted EPS, as referred by company’s headline adjusted EPS on as-reported basis from December 31, 2019non-GAAP measures to December 31, 2020.GAAP measures.

2    20212022 PROXY STATEMENT

  ◆  PROXY

				MARTIN MARIETTA    3

PROXY  ◆  

Our Sustainability Governance

Our Board of Directors and its independent committees, including the Ethics, Environment, Safety and Health (EESH) Committee and the Management Development and Compensation Committee, provide oversight of the Company’s adherence to our Code of Ethical Business Conduct and oversee performance in our robust ethics program, corporate sustainability, employee safety and health, environmental compliance, and diversity and inclusion.

The Chairman and CEO, as well as the executive leadership team, guides and governs corporate-wide sustainability objectives and initiatives. Our dedicated employees help drive performance of our sustainability agenda, including:

Chief Ethics Officer

Head of Sustainability

Inclusion and Engagement Task Force

Head of Inclusion and Engagement Programs

Safety teams

Environmental managers

4    2022 PROXY STATEMENT				MARTIN MARIETTA    3

PROXY  ◆  PROXY

Our Board Practices Promote Sustainable Long-Term Shareholder Value

Corporate Governance Highlights

Board Composition and Effectiveness

We seek to include a diverse group of Directors on our Board to provide different perspectives to the Board’s oversight responsibilities. Our Board nomineesDirectors demonstrate diversity in the form of experience, geography, gender, ethnicity, age and tenure. We were recognized in 2021, 2019, 2017 and 2015 at the Women’s Forum of New York at its Biennial Breakfast of Corporate Champions for our Board diversity. We were also recognized by 2020 Women on Boards as a Winning ‘W’ Company for eight consecutive years for championing Board diversity.

4    2021 PROXY STATEMENT				MARTIN MARIETTA    5

PROXY  ◆  PROXY

Practices Contributing to Board Effectiveness

Director Nominees

Board Attendance

In 2020,2021, during their terms of service, all directors attended 100% of the Board meetings and all directors attended at least 75% of the committee meetings to which they were assigned. All directors then in office participated by telephone conference call in the May 20202021 Annual Meeting.

6    2022 PROXY STATEMENT				MARTIN MARIETTA    5

PROXY  ◆  PROXY

Effective Shareholder Engagement

Accountability to our shareholders is an important component of the Company’s success. We recognize the value of building informed relationships with our investors that promote further transparency and accountability. While proxy voting is one direct way to influence corporate behavior, proactive engagement with our investors can be effective and impactful. Investor views are communicated to the Board and are instrumental in the development of our governance, compensation and sustainability policies and inform our business strategy.

During 2020, we engaged in person through virtual meetings, by telephone and/or written correspondence with our largest institutional investors and other significant shareholders on an array of governance topics, including our executive compensation programs. We also engaged by telephone conference or written correspondence with stakeholders or other parties on various topics including board composition, executive compensation, human capital management, and ESG matters, as well as other topics of interest.

At our 2020 Annual Meeting of Shareholders, 95.4%

Accountability to our shareholders is an important component of the Company’s success. We recognize the value of building informed relationships with our investors that promote further transparency and accountability. While proxy voting is one direct way to influence corporate behavior, proactive engagement with our investors can be effective and impactful. Investor views are communicated to the Board and are instrumental in the development of our governance, compensation and sustainability policies and inform our business strategy. During 2021, we engaged in person, through virtual meetings, by telephone, and/or written correspondence with our largest institutional investors and other significant shareholders on an array of governance topics, including our executive compensation programs. We also engaged by telephone conference or written correspondence with stakeholders or other parties on various topics including board composition, executive compensation, human capital management, and ESG matters, as well as other topics of interest. At our 2021 Annual Meeting of Shareholders, 93.1% of the shares cast voted in favor of the advisory vote on executive compensation, or Say On Pay. We have made meaningful changes in 2018 to our compensation program in recent years based on feedback from shareholders consisting of:
		2021 INVESTOR OUTREACH 265+ INVESTMENT GROUPS 250+ ATTENDEES TO 2021 INVESTOR DAY

6    2021 PROXY STATEMENT				MARTIN MARIETTA    7

PROXY  ◆  PROXY

Proactively Engaging and Responding to Shareholders

Shareholder Governance Highlights:

		Majority voting standard for uncontested Director elections						Annual advisory vote to approve executive compensation
		Longstanding active shareholder engagement						We publish annually aAnnual Sustainability Report that discussesprovides information on our commitment to our shareholders, employeesenvironmental footprint, safety record and the communities we servecommunity engagement •  We createdCreated 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

8    2022 PROXY STATEMENT				MARTIN MARIETTA    7

PROXY  ◆  OUR COMPENSATION APPROACH AND HIGHLIGHTS  PROXY

Our Commitment to Our People and Pay-for-Performance

In 2020,2021, we advanced our initiatives relating to employee engagement with our employees

Our Compensation Approach and Highlights

A substantial portion of compensation paid to our named executive officers (NEOs) is variable and performance-based. We use the 50th percentile of our peer group as a reference point when determining target compensation, but target pay is set based on a variety of factors and actual pay realized by our NEOs is dependent on our financial, operational and other related performance. Based on our record levels of performance in 2020,2021, variable compensation payable under both our short-term and long-term incentive plans exceeded the target amounts established for each NEO, which is consistent with our pay-for-performance philosophy. All compensation paid to our CEO and other NEOs in 20202021 was performance-based other than base salary:salary; approximately 87%89% of our CEO’s compensation was performance-based and 74%75% of our other NEOs’ actual compensation was performance based.*

* Based on grant date value of Performance Share Units (PSUs) and Restricted Stock Units (RSUs).

8    2021 PROXY STATEMENT				MARTIN MARIETTA    9

The Board of Directors

The Board of Directors currently consists of eleven members, ten of whom are non-employee Directors. Under our Bylaws, nominations of persons for election to the Board may be made at an Annual Meeting of Shareholders by the Board and by any shareholder who complies with the notice procedures set forth in the Bylaws. As described in the Proxy Statement for our 20202021 Annual Meeting, for a nomination to be properly made by a shareholder at the 20212022 Annual Meeting, the shareholder’s notice must have been sent to, and received by, our Secretary at our principal executive offices between January 16, 202113, 2022 and February 15, 2021.11, 2022. No such notice was received during this period.

The Bylaws of the Company provide that a Director will retire at the Annual Meeting of Shareholders following the Director’s 75th birthday. None of our current Directors reached this mandatory retirement age this year.

The Board has nominated Anthony R. Foxx to stand for election by shareholders at the 2021 Annual Meeting. Mr. Foxx was first elected as a Director by the Board in November 2020. Mr. Foxx was initially identified by the Chairman, President and CEO and was recommended as a director nominee by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee from time to time retains a search firm to help identify director prospects, perform candidate outreach, assist in reference checks, and provide other related services. The recruiting process typically involves either the Chairman, President and CEO, the search firm or a member of the Nominating and Corporate Governance Committee contacting a prospect to gauge his or hertheir interest and availability. A candidate will then meet with several members of the Nominating and Corporate Governance Committee and sometimes the Board. At the same time, the Nominating and Corporate Governance Committee and the search firm will contact references for the prospect. A background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board.

The Board has nominated eleven persons for election as Directors to serve a one-year term expiring in 2022.2023. Unless otherwise directed, proxies will be voted in favor of these nominees. Each nominee has agreed to serve if elected. Each of the nominees is currently serving as a Director. Should any nominee become unable to serve as a Director, the persons named in the enclosed form of proxy will, unless otherwise directed, vote for the election of such other person for such position as the present Board of Directors may recommend in place of such nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named. Should any of the listed nominees be unavailable for election by reason of death or other unexpected occurrence, the proxy, to the extent permitted by applicable law, may be voted with discretionary authority in connection with the nomination by the Board and the election of any substitute nominee.

Board Effectiveness and Refreshment

Board composition is one of the most critical areas of focus for the Board of Directors. Having the right mix of people who bring diverse perspectives, business and professional experiences, and skills provides a foundation for robust dialogue, informed advice and collaboration in the boardroom. The Nominating and Corporate Governance Committee develops criteria for open Board positions, taking into account a variety of factors, which may include current Board member skills, composition, age, tenure, other diversity factors, the range of talents and experience that would best complement those already represented on the Board, the need for specialized expertise, and anticipated retirements to define gaps that may need to be filled through the Board refreshment process. The Board strives to ensure an environment that encourages diverse critical thinking and values innovative, strategic discussions to achieve a higher level of success for the Company.

The Nominating and Corporate Governance Committee screens and recommends candidates for nomination by the full Board. It uses a variety of methods to help identify potential Board candidates with the desired skills and background needed for the Company’s business, including from time to time informal networks, third-party search firms and other channels. When the Committee is assisted from time to time with its recruitment efforts by an outside search firm, the firm recommends candidates that satisfy the criteria defined by the Board, and provides background research and pertinent information regarding prospective candidates.

				MARTIN MARIETTA    9

BOARD EFFECTIVENESS AND REFRESHMENT   ◆  THE BOARD OF DIRECTORS

that the Committee has established. If the Committee determines, in consultation with the Chairman, President and CEO and other Directors as appropriate, that additional consideration is warranted, it may request management or a third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings to the Committee. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including:

If the Committee decides, on the basis of its preliminary review, to proceed with further consideration, members of the Committee, the Chairman, President and CEO, as well as other members of the Board as appropriate, interview the nominee. After completing this evaluation and interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new Director after considering the Committee’s report. A background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board.

In selecting nominees for the Board, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. The Board also seeks a demonstrated ability to manage complex issues that involve a balance of risk and reward. The background information on current nominees beginning on page 1819 and the skills matrix on page 1112 set out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks. In making its recommendations with respect to the nomination for re-election of existing Directors at the annual shareholders meeting, the Committee assesses the composition of the Board at the time and considers the extent to which the Board continues to reflect the criteria set forth above.

10    2021 PROXY STATEMENT				MARTIN MARIETTA    11

BOARD QUALIFICATIONS AND DIVERSITY  ◆THE BOARD OF DIRECTORS◆  BOARD QUALIFICATIONS, GENDER AND DIVERSITY

Board Qualifications, Gender and Diversity

The following sets forth certain information for each nominee for election regarding age, gender, diversity, tenure and skills that are important to the Board of Directors.

Demographics and Background

Age

63

70

73

49

70

58

67

61

72

59

61

64

71

74

50

71

59

68

62

73

60

62

Gender

F

F

M

M

M

M

F

M

M

M

M

F

F

M

M

M

M

F

M

M

M

M

Ethnic Diversity

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African American/Black

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Hispanic

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Tenure

2

19

2

<1

4

11

16

1

13

4

<1

3

20

3

1

5

12

17

2

14

5

1

Qualification & Experience

Corporate Governance/Legal Ensures background and knowledge necessary to provide effective oversight and governance

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Current or Former CEO of Public Company Strong leadership skills and critical experience with demands and challenges of managing a large public organization

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Financial or Accounting Enables in-depth analysis of our financial statements, capital structure, financial transactions, and financial reporting process

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Government Relations/Regulatory/Sustainability Critical for understanding complex regulatory and governmental environment that impacts our business and our strategic goals relating to sustainability

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Logistics/Operations Necessary in overseeing a sustainable company that relies heavily on logistics

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Other Public Boards Adds perspective important to shareholders and public company governance

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Risk Management Facilitates understanding of the risks facing the Company and appropriate process and procedures for managing them

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Strategy/M&A Supports setting of long-term corporate vision, disciplined strategic development and integration to facilitate the Company’s growth

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Technology Facilitates business objectives and security of the Company’s proprietary and confidential data

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The Board has implemented a number of processes to assist it in refreshing the Board in an appropriate manner that helps create shareholder value.

12    2022 PROXY STATEMENT				MARTIN MARIETTA    11

BOARD QUALIFICATIONS, GENDER AND DIVERSITY  ◆THE BOARD OF DIRECTORS◆  BOARD QUALIFICATIONS AND DIVERSITY

		Board Refreshment Elements

		Tenure Guidelines

12    2021 PROXY STATEMENT				MARTIN MARIETTA    13

THE BOARD OF DIRECTORS  ◆BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATIONS◆  THE BOARD OF DIRECTORS

Board, Committee and Individual Director Evaluations

As a part of our continuous improvement process intended to enhance the Board’s overall effectiveness, the Board regularly evaluates its performance through self-assessments, corporate governance reviews and periodic charter reviews. Those evaluations, changes in our business strategy or operating environment, and the future needs of the Board in light of anticipated director retirements are used to identify desired backgrounds and skill sets for future Board members. The feedback solicited from Board members regarding the Board, each Committee on which they serve, and individual Board members is one of the tools used to assist the Nominating and Corporate Governance Committee in its responsibility to evaluate Board and Committee performance annually.

14    2022 PROXY STATEMENT

BOARD COMMITTEES  ◆  THE BOARD OF DIRECTORS

Board Committees

Martin Marietta’s Board of Directors has six standing Committees: the Audit Committee; the Ethics, Environment, Safety and Health Committee; the Executive Committee; the Finance Committee; the Management Development and Compensation Committee; and the Nominating and Corporate Governance Committee. Each Committee has a written charter that describes its purposes, membership, meeting structure, authority and responsibilities. These charters are reviewed by the respective Committee on an annual basis with any recommended changes adopted upon approval by our Board. The charters of our six standing Committees are posted on our website.

				MARTIN MARIETTA    13

BOARD COMMITTEES  ◆THE BOARD OF DIRECTORS◆  BOARD COMMITTEES

The primary responsibilities, membership and meeting information for our other standing Committees are summarized below

		Audit Committee

16    2022 PROXY STATEMENT				MARTIN MARIETTA    15

BOARD COMMITTEES  ◆THE BOARD OF DIRECTORS◆  BOARD COMMITTEES

		Ethics, Environment, Safety and Health Committee

		Finance Committee

16    2021 PROXY STATEMENT				MARTIN MARIETTA    17

BOARD COMMITTEES  ◆THE BOARD OF DIRECTORS◆  BOARD COMMITTEES

		Management Development and Compensation Committee

		Nominating and Corporate Governance Committee

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The following sets forth the age, experience, key attributes and other biographical information for each nominee for election as a director for a one-year term until the 20222023 Annual Meeting of Shareholders.

DOROTHY M. ABLES   Director Since: 2018 Age: 6364 Committees:		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 as Chair of the Audit Committee and a member of the Governance and Social Responsibility Committee of Coterra Energy (NYSE: CTRA), an Independent Directorindependent 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 is Chairwas chair of the audit committeeAudit Committee and a member of the compensation committee.Compensation Committee 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: 7071 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 serves as Chair of the compensation committee of Biscuitville, Inc., where she was previously Chairman of the Board. 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 of Commerce, on the investment committee of the University of North Carolina at Greensboro and as a member of the North Carolina Economic Development Board.Biotech Center and the Greensboro Science Center. She is currently Vice 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

18    2021 PROXY STATEMENT				MARTIN MARIETTA    19

DIRECTOR NOMINEES  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR NOMINEES

SMITH W. DAVIS   Director Since: 2018 Age: 7374 Committees:        Chair		Mr. Davis isserved as a shareholder at Greenberg Traurig, LLP, an international law firm, from 2019 through his retirement in December 2021, where he focusesfocused his practice on both Federal pandemic economic policy and legal reform (litigation-related policy matters)issues across a broad range of industries and issuesindustries. He also worked on matters related to natural gas pipelines. His work with respect to pipelines, haswhich centered on multiemployer pension policy and environmental issues. Previously, Mr. Davis served as senior partner at Akin Gump Strauss Hauer & Feld LLP, an international law firm focused on lobbying, where he provided counsel on a wide variety of legislative and regulatory matters, including those before a variety of congressional committees. Mr. Davis joined Akin Gump in 1979, and his practice included advising on legal matters relating to environmental issues, financial institutions, mergers and acquisitions, and pension reform. Mr. Davis also served on Akin Gump’s compensation and management committees. Prior to joining Akin Gump, Mr. Davis served as a counsel to the House Judiciary Committee. Mr. Davis attended Yale University where he received a Bachelors of Arts degree, magna cum laude, and Yale Law School where he received his Juris Doctor degree.		Key attributes, experience and skills:   •  Extensive experience in legal, compliance, and corporate governance   •  Strong leadership skills and expertise in governmental and regulatory issues, safety, health and environmental matters, mergers and acquisitions, executive compensation, financial affairs, and risk assessment   •  Brings additional perspective to the Board on diversity and corporate citizenship
ANTHONY R. FOXX   Director Since: 2020 Age: 4950 Committees:		Mr. Foxx is currentlyserved from October 2018 to January 2022 as Chief Policy Officer and advisor to the President and Chief Executive Officer of Lyft, Inc., which he joined in October 2018. Prior to joining Lyft, he served as the seventeenth United States Secretary of Transportation from 2013 to 2017, where he led an agency with more than 55,000 employees and a $70 billion budget, whose primary goal was to ensure that America maintains the world’s safest, most efficient transportation system. Previously, Mr. Foxx served as the Mayor of Charlotte, North Carolina, from 2009 to 2013. Since January 2021, Mr. Foxx also serves as an independent director for CDW Corporation (NASDAQ: CDW), a leading multi-brand technology solutions provider to business, government, education, and healthcare customers. Mr. Foxx earned his Bachelors degree at Davidson College and his Juris Doctor degree at New York University Law School.		Key attributes, experience and skills:   •  Extensive experience in legal, compliance and corporate governance   •  Brings valuable experience from his elected position as Mayor of Charlotte, North Carolina and as United States Secretary of Transportation relating to leadership, finance matters, corporate governance, legal, governmental and regulatory issues, safety, health and environmental matters   •  Brings additional perspective to the Board on diversity and corporate citizenship

20    2022 PROXY STATEMENT				MARTIN MARIETTA    19

DIRECTOR NOMINEES  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR NOMINEES

JOHN J. KORALESKI   Director Since: 2016 Age: 7071   Lead Independent Director   Committees:           Chair		Mr. Koraleski joined the Martin Marietta Board in 2016. Mr. Koraleski served from February 2015 through his retirement in September 2015 as executive Chairman of the Board of the Union Pacific Corporation (UP) (NYSE: UNP), which through its subsidiaries operates North America’s premier railroad franchise, covering 23 states across the western two-thirds of the United States. Prior to that, he was named President and Chief Executive Officer of the UP in March 2012, elected as a Director of the UP in July 2012 and appointed Chairman of the Board in 2014. Since joining the Union Pacific (Railroad) in 1972, Mr. Koraleski held a number of executive positions in the UP and the Railroad, including, Executive Vice President – Marketing and Sales from 1999 to 2012, Executive Vice President – Finance and Information Technology, Chief Financial Officer and Controller. Mr. Koraleski served as the Chairman of The Bridges Investment Fund, Inc., a general equity fund whose primary investment objective is to seek long-term capital appreciation, from 2005 through March 2012 and is a past Chairman of the Association of American Railroads. Mr. Koraleski earned a Bachelor’s and Master’s degree in business administration from the University of Nebraska at Omaha.		Key attributes, experience and skills:   •  Experience with the demands and challenges associated with managing a large publicly-traded organization from his experience as Chairman and CEO of Union Pacific   •  Extensive knowledge of financial system management, public company accounting, disclosure requirements and financial markets   •  Valuable expertise in talent management, compensation, governance and succession planning   •  Understanding of complex logistic operations, safety and rail operations   •  Broad strategic analysis and experience with acquisitions, integration, marketing and information technologies
C. HOWARD NYE   Director Since: 2010 Age: 5859 Committees:     Chair		Mr. Nye has served as Chairman of the Board of Martin Marietta since 2014, as President since 2006 and as Chief Executive Officer and a Director since 2010. Mr. Nye previously served as Chief Operating Officer from 2006 to 2009. Prior to joining Martin Marietta in 2006, Mr. Nye spent nearly 13 years in a series of increasingly responsible positions with Hanson PLC, an international building materials company. Mr. Nye received a Bachelor’s degree from Duke University and a Juris Doctor degree from Wake Forest University. In addition to his educational, professional, executive and related roles, Mr. Nye is a past Chairman of the Board of each of the National Stone, Sand & Gravel Association (NSSGA); and the North Carolina Chamber; he presently serves as Chairman of the North Carolina Chamber and as Senior Vice ChairmanBoard of the American Road & Transportation Builders Association (ARTBA). Mr. Nye is also a member of the Board of Directors of the United States Chamber of Commerce, the world’s largest business organization. Since 2018, Mr. Nye has been a member of the Board of Directors of General Dynamics Corporation (NYSE: GD), a global aerospace and defense company. From 2015 to 2018, Mr. Nye was also an independent director for Cree, Inc. (NASDAQ: CREE), an American manufacturer and marketer of lighting-class lighting products. In 2019, Forbes magazine recognized Mr. Nye as one of America’s Most Innovative Leaders; he was previously recognized by both Aggregates Manager and Pit & Quarry magazines, as Aggman of the Year and a Hall of Fame inductee, respectively. Mr. Nye has also served on numerous other state, local and/or philanthropic organizations including the boards of directors of the University of North Carolina Health System and the Research Triangle Foundation, as well as the Board of Governors of the Research Triangle Institute. He also served as Co-Chair of the NC FIRST Commission (evaluating North Carolina’s current and future transportation investment needs).		Key attributes, experience and skills:   •  Extensive knowledge of the building materials industry   •  Extensive leadership, business, operating, marketing, mergers and acquisitions, legal, customer-relations, and safety and environmental experience   •  Understands the competitive nature of the business and has strong management skills, broad executive experience, and corporate governance expertise   •  Broad strategic vision for the future growth of Martin Marietta

20    2021 PROXY STATEMENT				MARTIN MARIETTA    21

DIRECTOR NOMINEES  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR NOMINEES

LAREE E. PEREZ   Director Since: 2004 Age: 6768 Committees:      Chair		Ms. Perez is an investment consultant with DeRoy & Devereaux, an independent investment adviser, where she has provided client consulting services since 2015. She was previously Owner and Managing Partner of The Medallion Company, LLC, a consulting firm, from 2003 to 2015. Ms. Perez was previously a Director of GenOn Energy, Inc. (NYSE: GEN), one of the largest power producers in the United States, from 2002 to 2012, and served as the Chairman of the audit committee of GenOn Energy, Inc. from 2002 to 2007 and a member of its audit and risk and finance oversight committees from 2008 to 2012. Previously, she was Vice President of Loomis, Sayles & Company, L.P. and co-founder, President and Chief Executive Officer of Medallion Investment Company, Inc. In addition to civic and charitable organizations, Ms. Perez served as Vice Chairman of the Board of Regents at Baylor University and previously served on the Board of Trustees of New Mexico State University, where she was also Chairman of the Board. Ms. Perez earned a Bachelor’s degree from Baylor University in Finance and Economics.		Key attributes, experience and skills:   •  Significant business, financial and private investment experience   •  Significant expertise with respect to financial statements, corporate finance, accounting and capital markets, mergers and acquisitions, and strategic analysis   •  Insight into auditing best practices   •  Familiarity with the southwestern United States
THOMAS H. PIKE   Director Since: 2019 Age: 6162 Committees:		Mr. Pike joined the Martin Marietta Board in July 2019. Mr. Pike served as Chief Executive Officer and a member of the Board of Directors of Quintiles Transnational Holdings, Inc. (Quintiles) from April 2012 until its merger with IMS Health in December 2016 to create IQVIA (NYSE:IQV). Before its merger with IMS, Quintiles had a network of more than 35,000 employees conducting business in approximately 100 countries. Mr. Pike led Quintiles through a successful public offering and helped grow into a Fortune 500 company. Under Mr. Pike’s leadership, Quintiles was named one of the world’s Most Ethical Companies in 2016. Prior to Quintiles, Mr. Pike spent 22 years at Accenture (NYSE: ACN), a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations, until December 2009. At Accenture, Mr. Pike’s roles included serving as Chief Risk Officer and Managing Director of the North America Health and Products business areas. He previously served as the global Chief Operating Officer for Accenture’s Resources operating group and had also served as Accenture’s Chief Strategy Officer. Since leaving Accenture in December 2009 and until joining Quintiles in April 2012, Mr. Pike was involved with a number of start-ups in the technology and healthcare sectors. Early in his career Mr. Pike was a consultant with McKinsey & Company. Mr. Pike earned his Bachelor’s degree in accounting from the University of Delaware.		Key attributes, experience and skills:   •  More than 15 years of C-Suite experience   •  Broad strategic and financial experience   •  Extensive experience in mergers and acquisitions, integration, and strategic development and analysis   •  Significant mentorship, business and operating experience in a public company   •  Valuable knowledge of financial system management, public company accounting, disclosure requirements and financial markets

22    2022 PROXY STATEMENT				MARTIN MARIETTA    21

DIRECTOR NOMINEES  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR NOMINEES

MICHAEL J. QUILLEN   Director Since: 2008 Age: 7273 Committees:           Chair		Mr. Quillen was the founder and served as Chief Executive Officer of Alpha Natural Resources, Inc. (NYSE: ANR), a leading eastern United States coal supplier, from its formation in 2004 until its merger with Foundation Coal Holdings, Inc. in July 2009, and served as President and Chairman of ANR from 2006 to 2009, and non-Executive Chairman until May 2012. Mr. Quillen held senior executive positions in the coal industry throughout his career at Pittston/Pittston Coal Sales Corp., AMVEST Corporation, NERCO Coal Corporation, Addington, Inc. and Mid-Vol Leasing, Inc. Mr. Quillen also serves as an independent director of Alpha Metallurgical Resources, Inc., a leading coal supplier with underground and surface coal mining complexes across Northern and Central Appalachia. He has also served as Chairman (Rector) of the Board of Visitors of Virginia Polytechnic Institute and State University from July 2012 to June 2018. He was Chairman of the audit and finance committee of Virginia Polytechnic Institute and State University from July 2010 to June 2012. He also served on the Virginia Port Authority from 2003 to 2012 and as Chairman from July 2011 to December 2012. Mr. Quillen attended Virginia Polytechnic Institute and State University, earning both Bachelor’s and Master’s degrees in Civil Engineering.		Key attributes, experience and skills:   •  Valuable business, leadership, management, financial, and mergers and acquisitions experience   •  Extensive experience related to mining companies, governmental and regulatory issues, safety, health and environmental matters   •  Tremendous insight and expertise with respect to strategic analysis, the natural resources industry, and energy   •  Wealth of knowledge related to transportation
DONALD W. SLAGER   Director Since: 2016 Age: 5960 Committees:        Chair		Mr. Slager serves aswas President and Chief Executive Officer of Republic Services, Inc. (Republic) (NYSE: RSG), a service provider in the non-hazardous solid waste industry, holding this position since January 2011.from 2011 through his retirement in 2021. Prior to this, he served as President and Chief Operating Officer of Republic from December 2008 until his promotion to CEO. Prior to that, Mr. Slager served in the same capacity for Allied Waste Industries, Inc. (Allied Waste), from 2005 to 2008, prior to its merger with Republic. Mr. Slager was Executive Vice President and Chief Operating Officer of Allied Waste between 2003 and 2004. Prior to that, Mr. Slager held varying positions of increasing responsibility with Allied Waste. Mr. Slager also has served as a Director of Republic since 2010. Mr. Slager previously served as an independent Director of UTi Worldwide Inc. (UTi) from 2009 to January 2016, where he served as Chairman of the nominating and corporate governance committee and as a member of both the compensation and risk committees. UTi, a former NYSE listed company, was an international, non-asset-based supply chain services and solutions company providing air and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage and other supply chain management services until it was acquired by DSV A/S, a third-party logistics services provider, in January 2016. Mr. Slager also serves as a director on the Board for the Phoenix Children’s Hospital. Mr. Slager has completed the Northwestern University Kellogg School Advanced Executive Program and holds a certificate from the Stanford University Board Consortium Development Program.		Key attributes, experience and skills:   •  More than 16 years of C-Suite experience   •  More than 29 years of general management experience in a complex, capital intensive and logistics business   •  Extensive experience in mergers and acquisitions, integration, and strategic development and analysis   •  Valuable experience from his membership on the boards of directors of two publicly-traded companies

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DIRECTOR NOMINEES  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR COMPENSATION

DAVID C. WAJSGRAS   Director Since: 2020 Age: 6162 Committees:		Mr. Wajsgras served as Raytheon Company (NYSE: RTN) vice president and president of the Intelligence, lnformation and Services (IIS) business from March 2015 to April 2020. Raytheon is a major U.S. defense contractor and industrial corporation. IIS provides a full range of technical and professional services to intelligence, defense, federal and commercial customers worldwide. The business specializes in global Intelligence, Surveillance and Reconnaissance; navigation; Department of Defense space and weather solutions; cybersecurity; analytics; training; logistics; mission support; engineering; automation and sustainment solutions; and international and domestic Air Traffic Management systems. Prior to this role, he was senior vice president and chief financial officer (CFO) of Raytheon from March 2006 to March 2015. Mr. Wajsgras is also an independent director of Parsons Corporation (NYSE: PSN), a digitally enabled solutions provider focused on the defense, intelligence, and critical infrastructure markets. He was named Federal Computer Week’s prestigious Industry Eagle Award winner in 2018 for his pivotal role in the U.S. government Information Technology community. In 2012, Mr. Wajsgras was named one of the Wall Street Journal’s 25 Best CFOs among the larger companies in the Standard & Poor’s 500 Index. Mr. Wajsgras earned his Bachelor’s degree in accounting from the University of Maryland. He has a Masters in Business Administration from American University.		Key attributes, experience and skills:   •  Extensive financial and operating experience   •  Knowledge of corporate finance, strategic planning and risk management processes   •  Experience as a public company CFO, as well as expansive knowledge of accounting principles and practices, auditing, internal control over financial reporting, and risk management processes   •  Expertise in cybersecurity products and services

		The Board Unanimously Recommends a Vote “FOR” all Nominees for Election to the Board of Directors on this Proposal 1

Director Compensation

Martin Marietta uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting Director compensation, Martin Marietta considers the significant amount of time that Directors expend in fulfilling their duties to Martin Marietta as well as the skill level required by Martin Marietta of members of the Board. The Board determines reasonable compensation for Directors upon recommendation of the Management Development and Compensation Committee of the Board, which retains an independent compensation consultant to assist it in making each recommendation.

Cash Compensation Paid to Non-Employee Board Members

The cash-based elements of annual Director compensation for fiscal year 20202021 paid in quarterly installments, measured from the end of the month during which the 20202021 Annual Meeting of Shareholders was held, were as follows.

Cash Component Amount
Annual Board Cash retainer		$	120,000
Annual Audit Committee chair retainer1		$	20,000
Annual Management Development and Compensation Committee chair retainer2		$	17,500
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		$	8,000
Annual Audit Committee member retainer2		$	5,000
Annual Lead Independent Director retainer3		$	30,250

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

 

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DIRECTOR COMPENSATION  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR NOMINEES

The Company reimburses Directors for the travel expenses of, or provides transportation on Company aircraft for, Board and Committee meetings, meetings with management or independent consultants or advisors, and other Company-related events, such as Investor Day and meetings with potential Board candidates. No non-employee Directors received personal use of Martin Marietta’s aircraft or other perquisites or personal benefits in 2020.2021.

Equity Compensation Paid to Non-Employee Board Members

Non-employee Directors received an award of restricted stock units (RSUs) with a value of $130,000$145,000 (rounded up to the nearest RSU) based on the closing price as of the date of grant, which was generally immediately following the 20202021 Annual Meeting of Shareholders in May 2020.2021. In May 2020,2021, this award was 770388 RSUs. Mr. Foxx received his RSU award of 508 RSUs when he joined the Board. The RSUs granted to the Directors in 20202021 were fully vested upon award. Directors are required to defer at least 50% of the RSUs until retirement from the Board. Directors may choose to voluntarily defer an additional portion of their RSUs, and any RSUs that are not so deferred are settled in shares of common stock of Martin Marietta as soon as practicable following the grant date. The RSUs were awarded under the Martin Marietta Amended and Restated Stock-Based Award Plan (the Stock Plan), which was approved by shareholders on May 19, 2016. The Stock Plan provides that, during any calendar year, no non-employee Director may be granted (i) restricted shares and other full-value stock-based awards, including RSUs, in respect of more than 7,000 shares of common stock of Martin Marietta or (ii) options or stock appreciation rights in respect of more than 20,000 shares of common stock of Martin Marietta.

The Directors do not have voting or investment power for their respective RSUs.

Deferred Compensation Program for Non-Employee Board Members

The Common Stock Purchase Plan for Directors provides that non-employee Directors may elect to receive all or a portion of their fees earned in 20202021 in the form of Martin Marietta common stock units. If deferral is elected, there is a mandatory minimum deferral minimum time of three years with, subject to certain restrictions, redeferrals at each Director’s election up to the date 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 a Director. Directors may elect to receive payment of the deferred amount in a single lump sum or in equal annual installments for a period of up to ten years. By resolution adopted by Martin Marietta’s Board of Directors on May 17, 2018, amounts deferred under the planAll deferrals in common stock are credited toward units of common stock at 100% of the fair market value of the common stock (the closing price of the common stock as reported in The Wall Street Journal) on the date the Director fees would otherwise be paid. Prior to that, amounts deferred under the plan in common stock were credited toward units of common stock at a 20% discount from the fair market value of the common stock (the closing price of the common stock as reported in The Wall Street Journal) on the date the Director fees would otherwise be paid.. There are no matching contributions made by Martin Marietta. Dividend equivalents are paid on the units at the same rate as dividends are paid to all shareholders. The Directors do not have voting or investment power for their respective common stock units. Directors may also elect to defer their fees into a cash-based account on the same basis. Amounts deferred under the plan in cash are credited with interest at the prime rate as of January 1 of that year.

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DIRECTOR COMPENSATION  ◆PROPOSAL 1: ELECTION OF DIRECTORS◆  DIRECTOR COMPENSATION

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, 2020.2021.

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Beneficial Owners and Management

Stock Ownership

How much stock do Martin Marietta’s Directors and executive officers own?

The following table sets forth information as of March 5, 20214, 2022 with respect to the shares of common stock that are beneficially owned by the Directors, the Chief Executive Officer, the Chief Financial Officer, and the three other named executive officers who are listed in the Summary Compensation Table on page 65 of this Proxy Statement, individually, and by all Directors and executive officers of Martin Marietta as a group. The address of each beneficial owner below is Martin Marietta’s principal executive office.